Web Site Terms and Conditions of Use

1. Terms

By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.

2. Use License

  1. Permission is granted to temporarily download one copy of the materials (information or software) on cloudware logistics, inc.’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
    1. modify or copy the materials;
    2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
    3. attempt to decompile or reverse engineer any software contained on cloudware logistics, inc.’s web site;
    4. remove any copyright or other proprietary notations from the materials; or
    5. transfer the materials to another person or “mirror” the materials on any other server.
  2. This license shall automatically terminate if you violate any of these restrictions and may be terminated by cloudware logistics, inc. at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer

  1. The materials on cloudware logistics, inc.’s web site are provided “as is”. cloudware logistics, inc. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, cloudware logistics, inc. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall cloudware logistics, inc. or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on cloudware logistics, inc.’s Internet site, even if cloudware logistics, inc. or a cloudware logistics, inc. authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Revisions and Errata

The materials appearing on cloudware logistics, inc.’s web site could include technical, typographical, or photographic errors. cloudware logistics, inc. does not warrant that any of the materials on its web site are accurate, complete, or current. cloudware logistics, inc. may make changes to the materials contained on its web site at any time without notice. cloudware logistics, inc. does not, however, make any commitment to update the materials.

6. Links

cloudware logistics, inc. has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by cloudware logistics, inc. of the site. Use of any such linked web site is at the user’s own risk.

7. Site Terms of Use Modifications

cloudware logistics, inc. may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

8. Governing Law

Any claim relating to cloudware logistics, inc.’s web site shall be governed by the laws of the State of Missouri without regard to its conflict of law provisions.

General Terms and Conditions applicable to Use of a Web Site.

Privacy Policy

Your privacy is very important to us. Accordingly, we have developed this Policy in order for you to understand how we collect, use, communicate and disclose and make use of personal information. The following outlines our privacy policy.

  • Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
  • We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
  • We will only retain personal information as long as necessary for the fulfillment of those purposes.
  • We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
  • Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
  • We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
  • We will make readily available to customers information about our policies and practices relating to the management of personal information.

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.

 

SMOOTH DISPATCH END USER LICENSE AGREEMENT

End User License Agreement (“License”)

  1. This is a legal agreement between you and CloudWareLogistics, Inc., a Missouri corporation (“CWL”) and governs your use of the Smooth DispatchTM software and mobile application, including without limitation, any new release, update, supplement or replacement (individually and collectively, the “Application”) and any reference materials or technical documentation related to the Application (“Application Documentation”).
  2. The Application, Application Documentation and any services, including support or maintenance services, provided through the Application (collectively, the “Services”) are licensed, not sold, to you for use only under the terms of this License.
  3. By using the Application or the Services, you agree to the terms of this License and CWL’s Privacy Policy and agree to be bound by them.
  4. CWL reserves the right to modify the terms of this License and its Privacy Policy in its sole discretion, so please review those terms regularly.
  5. If CWL makes any material changes to this License or its Privacy Policy, CWL will notify you by means of a notice on CWL’s website at http://smoothdispatch.com/.
  6. Your continued use of the Application will signify your acceptance of the changes to the terms of this License and the Privacy Policy.

Section 2 below governs the information and data collected from you through the Application and its registration process.
If you do not agree to Section 2, do not register for or use this Application.

 

1. Scope of License.

  1. Grant
    1. Through the use of the Application, you are acquiring, and CWL grants you, a personal, limited, non-exclusive, non-sublicensable, non-transferable license to use the Application on a computer or mobile device only for internal business purposes and in accordance with the terms and conditions of this License.
  2. Restrictions
    1. You may not use the Application for any purpose, or in any manner not specifically authorized by this License. You shall not alter or remove from any copies or partial copies of the Application or Application Documentation any copyright, trademark or other proprietary notice, or license terms where and as found in the Application as delivered to You. You may not disassemble, reverse engineer, decrypt, decompile, create derivative works from, or translate the Application, or any portion thereof, or recreate or attempt to recreate the Application, in whole or in part by reference to the Application, or perform any process intended to determine the source code for the Application except to the extent that the foregoing restriction is prohibited by applicable law; nor shall You sublicense, distribute, deliver, disclose or otherwise provide to a third party any Application or portion thereof, including without limitation, any account or password information associated with Your access to the Application. Any unauthorized attempt to assign, sublicense or grant other rights to the Application shall be immediately and automatically void. You shall not share or disclose your login credentials (including username and password) with any other person or third party, nor shall you allow any other person or third party to access the Application through your account.
  3. Reservation of Rights
    1. You acknowledge and agree that the Application (including the software and mobile application and all methods, concepts or techniques utilized therein) and related documentation are commercially valuable to CWL, and its licensor or suppliers as the case may be, and are treated as confidential, proprietary and containing of trade secrets. You acknowledge and agree that CWL, and its licensors or suppliers as the case may be, owns all right, title and interest in and to the Application and any intellectual property rights therein and associated therewith, including without limitation any patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture, operation, or service of the Application and all derivatives, modifications, translations, or extensions thereof.
      You recognize that nothing contained in this License is intended to assign or grant to you any right, title or interest in or to the Application or any associated intellectual property. Your use of the Application is authorized only for the purposes herein set forth. Your use of the Application shall cease immediately upon termination of this License for any reason. All rights not expressly granted herein are reserved by CWL.
  4. Your Contributions
    1. To the extent you make any contributions in any form or format through your use of the Application, you hereby grant CWL perpetual, worldwide, non-exclusive, royalty-free, irrevocable, fully transferable and assignable, fully sublicensable right and license to use modify any ideas, concepts developments, modifications and information arising out of your contributions in any way and for any purpose in connection with the Application and related services including the rights to reproduce, copy, adapt, modify, change, revise, further develop, perform, display, publish, broadcast, transmit and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions as authorized by this License. You hereby waive any and all moral rights you may have in such contributions with respect to CWL use and further waive all rights in the contributions under the Visual Artists Rights Act.
  5. Ownership of End User Data
    1. You or your employer, as applicable, shall maintain complete ownership of all End User Data (defined below) loaded, input or hosted by or via the Application. On behalf of yourself and your employer, you hereby grant CWL a worldwide, non-exclusive, sublicensable, royalty-free license to use, host, translate, publish, distribute, reformat, remove and prepare derivative works of the End User Data for the purposes of revising, modifying, evolving, training, improving, optimizing and further developing the algorithms and data included in the Application and providing such End User Data to vendors, brokers, customers and other third parties involved in contracting or coordinating deliveries, orders or other transactions to which such End User Data relates. “End User Data” shall mean any and all data, order information, delivery documents, proofs of delivery (POD), delivery receipts, scale tickets, bills of lading, invoices, purchase orders, shipping forms, and other documentation relating to the shipping, hauling or transportation of goods, products and materials, contracts, images, notes, descriptions, reports, and other information loaded or input into or via the Application by you.
  6. Access
    1. Use of the Application may require Internet access. You must provide at your own expense the computer, equipment, Internet connection, devices and/or service or wireless plan to access and use the Application. CWL does not guarantee that the Application can be accessed on all computers, browsers, devices, Internet connections or wireless service plans. CWL does not guarantee that the Application is available in all geographic locations. You acknowledge that when you use this Application via a smartphone or other wireless or cellular device, your wireless carrier may charge you fees for data, Internet usage, messaging and/or other wireless access. Check with your carrier to see if there are any such fees that apply to you. You are solely responsible for any costs you incur to access the Application from your computer and other device(s).
  7. Use of the Application
    1. By registering for and accessing the Application, you represent that you are at least eighteen (18) years old. CWL reserves the right to terminate your access to the Application or your account for any reason, including if we have reasonable grounds to suspect that you have provided information that that is inaccurate. Additionally, any user name or login you use or create as part of the Application shall not violate any third party’s rights or be harassing, libelous, defamatory, abusive, tortious, threatening, harmful obscene, indecent, libelous, threatening, harassing, hateful, containing bigotry, racism or is otherwise objectionable. CWL, in its sole discretion, shall have the right to remove any user name or login which it finds to be objectionable. Further, you agree not to engage in any activity that in any way disrupts, limits, destroys or manipulates the Application, or any software, hardware, servers, networks, or other equipment.

2. Consent to Use of Data.

  1. Personal Data
    1. Through the Application and its registration process, we may collect information such as your name, phone number, email address, physical address and employer information, and require you to create a username login and password.
  2. Non-personal Data
    1. To facilitate product support, development, improvement, and marketing campaigns, as well as the Services provided to you through your use of the Application, you acknowledge and agree that CWL may collect information and data you input into the Application, including End User Data, and may use cookies, web beacons, geo-location devices and other analytic technology to collect, use, store and transmit information and data relating to your use of the Application. In addition to information and data collected through the use of the Application, to improve the effectiveness of the services of the Application, CWL may request additional information or data to be otherwise provided by you. Your submission of such information and data shall be considered your consent to use such information and data according to the terms of this License.
  3. Use of Personal Data
    1. CWL treats all personal data as Confidential Information (defined below) and will maintain such personal data in confidence and prevent its unauthorized use or disclosure as set forth in Section 8 of this License. Notwithstanding the foregoing, CWL may, and you hereby authorize CWL to, use your personal data in order to provide you the Services and enable you to use the Application. In accordance with the foregoing, you hereby grant CWL a worldwide, non-exclusive, non-sublicensable, non-transferable, royalty-free license to use, host, translate, reformat, remove and prepare derivative works of your personal data for the purposes of providing you the Application and the Services in accordance with this Section.
  4. Use of Other Submitted Content
    1. CWL may use you non-personal data, including End User Data as defined in Section 1(e), for the purpose of providing, improving and enhancing the Application and the Services. In accordance with the foregoing, you hereby grant CWL a worldwide, non-exclusive, non-sublicensable, non-transferable, royalty-free license to use, host, translate, reformat, remove and prepare derivative works of the non-personal data, including End User Data, for purposes of operating the Application, providing the Services and revising, modifying, evolving, training, improving, optimizing and further developing the algorithms and data included in the Application and Services. You represent and warrant that (i) you have sufficient right, title and interest to upload and input the End User Data into or via the Application and to grant CWL the licenses for the non-personal data, including End User Data, provided herein without the consent of any third party, (ii) CWL’s use of the End User Data for purposes of operating the Application and providing Services under this License will not require a license from any third party, (iii) the End User Data will not violate any third party intellectual property rights, and (iv) the End User Data will be free from any viruses, worms, disabling programming codes, locks, clocks, counters, timers, time bombs, instructions, easter eggs or other such items that may threaten, infect, damage, disable or otherwise interfere with the Application or the hardware, servers and other computer systems of CWL or any third party hosting provider.

3. Termination

  1. This License is effective until terminated by CWL or you. This License shall automatically terminate without notice to you (a) upon the termination of a master license agreement under which this License is provided, or (b) if you fail to comply with any of the terms or conditions of this License. Upon termination, you shall cease all use of the Application and uninstall the Application from all computers and device(s) upon which it is installed. The following Sections shall survive termination of this License: Sections 1(b), 1(c), 1(d), 1(e), 2(b), 2(c), 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15.

4. Third Party Materials, Sites, Terms and Conditions

  1. Third Party Materials and Sites.
    1. The Application may display, include or make available content, advertisements, data, information, applications and other materials from third parties (“Third Party Materials”) or provide links to certain third party web sites or applications. You acknowledge and agree that CWL is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or third party web sites or applications. CWL does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Third Party Materials or third party web sites or applications, or for any other materials, products, or services of third parties.
  2. Third Party Terms and Conditions.
    1. Your access and use of the Application and Third Party Materials may be subject to certain third party terms and conditions and privacy policies, including but not limited to those of application stores, mobile software platforms and wireless carriers and providers. You acknowledge and agree that CWL is not liable for any such third party terms and conditions.

5. Disclaimer of Warranties

  1. YOUR USE OF THE APPLICATION IS AT YOUR OWN RISK. THE APPLICATION AND ANY INFORMATION AND SERVICES OFFERED ON OR THROUGH THE APPLICATION AND ANY REFERENCED THIRD-PARTY MATERIALS, WEB SITES AND APPLICATIONS ARE PROVIDED TO YOU “AS IS” AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CWL DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CWL DOES NOT WARRANT THAT THE APPLICATION WILL MEET ALL OF YOUR REQUIREMENTS OR THAT USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. ANY THIRD PARTY MATERIALS OR WEB SITES CWL PROVIDES ARE PROVIDED AS A CONVENIENCE TO YOU AND CWL’S PROVISION OF THESE THIRD PARTY MATERIALS OR WEB SITES DOES NOT CONSTITUTE SPONSORSHIP, AFFILIATION, PARTNERSHIP, OR ENDORSEMENT. CWL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE APPLICATION OR THE MATERIAL PROVIDED THROUGH THE APPLICATION IN TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

6. Indemnification

  1. You agree to indemnify, defend and hold harmless CWL and its directors, officers, affiliates, employees, agents, representatives, third party service providers, successors and assigns (each an “Indemnitee”) from and against any and all claims, damages, losses and expenses suffered or incurred by any such Indemnitee arising from, relating to or otherwise in respect of any loss, damage or to any person or property resulting from or relating to your use of the Application or any breach of this License, including but not limited to, any breach of a representation and warranty made herein.

7. Limitation of Liability

  1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, In no event shall CWL be liable for loss of profits, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR DEVICE FAILURE OR MALFUNCTION, SUBSTITUTE GOODS OR SERVICES or ANY OTHER DIRECT, indirect, special, incidental, or consequential damages arising out of or related to THIS LICENSE OR THE APPLICATION, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE. Furthermore, ANY OTHER damages recoverable by YOU from CWL shall in no case exceed THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

8. Confidential Information

  1. Nondisclosure of Confidential Information
    1. Each party acknowledges and accepts the responsibility to maintain all Confidential Information (defined below) of the other party in confidence and to prevent its unauthorized use or disclosure, using measures the receiving party uses to protect its own similar confidential information, but in any event, no less than a reasonable degree of care. Without limiting the foregoing, each party agrees that it shall not publish, disclose or otherwise provide to any person (except employees or contractors with a legitimate need to know and who have entered into a written agreement with the receiving party containing confidentiality provisions as restrictive as those set forth in this Section 8), or use for any purpose other than those purposes contemplated by this License, any Confidential Information it receives hereunder. Notwithstanding the foregoing, you acknowledge that certain End User Data and location information may be made accessible by CWL to vendors, brokers, customers or other third parties involved in contracting or coordinating deliveries, orders or other transactions to which such End User Data and location information relates. To the extent the receiving party is required by subpoena or otherwise by law to disclose Confidential Information it received from the disclosing party, the receiving party shall provide the disclosing party with prompt written notice of such requirement and shall cooperate with the disclosing party in taking such steps as may be reasonably indicated to maintain the confidentiality of the information subject to disclosure. Each party acknowledges that violations of the terms hereof may cause the other immediate and irreparable damage for which monetary damages may be inadequate for which the other party is entitled to seek injunctive relief.
  2. Definition of Confidential Information
    1. “Confidential Information” shall mean any and all information and documentation relating directly or indirectly to the business, business practices, trade secrets or affairs of a party, including but not limited to, that pertaining to (a) the internal business, financial and marketing information of either party; (b) the software code and its technical documentation (including, without limitation, the architecture, conceptual logic, know-how and other intellectual property embodied in the Application and/or Application Documentation, and made accessible to you hereunder); (c) Application user and training documentation; (d) End User Data; (e) the contractual terms, fees and pricing set forth in this License and the discussions, negotiations and proposals related to this License; or (f) any other material or information received from the other party and which is designated as “confidential” or “proprietary”, or which are known, or under the circumstances surrounding disclosure reasonably should be known, as the confidential or proprietary material of the disclosing party. Confidential Information shall not include information that (1) was in the receiving party’s possession at the time it was received from the disclosing party, (2) is or becomes a matter of public knowledge through no wrongdoing of the receiving party, (3) is rightfully provided to the receiving party by a third party without restrictions of confidentiality, or (4) is independently developed by the receiving party without breach of this License.

9. Export

  1. You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Application for any purposes prohibited by United States or foreign law.

10. Injunctive Relief

  1. You agree that a breach of this License will cause irreparable injury to CWL for which monetary damages would not be an adequate remedy and CWL shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, security or proof of damages.

11. Entire Agreement

  1. This License constitutes the entire agreement between you and CWL with respect to the Application and supersedes all prior negotiations, discussions or representations, whether written or oral.

12. Assignment

  1. CWL may assign this License without notice to you. You shall not assign this License without the prior written consent of CWL. Such consent may be withheld at CWL’s sold discretion.

13. Governing Law; Venue

  1. This License shall be construed in accordance with Missouri law without giving effect to the choice or conflicts of law provisions thereof. The parties agree that any legal proceedings which arise under this License shall be brought in the 16th Judicial District Court of Jackson County, Missouri, or, if applicable, the United States District Court for the Western District of Missouri.

14. Severability

  1. If any provision of this License is held to be unenforceable in mediation or by a court of competent jurisdiction, the remaining provisions of this License will remain in effect, to be construed as if the unenforceable provision was originally deleted and to be further construed in such a manner as to give effect to the intent of the parties to the greatest extent possible.

15. Notices

  1. If you have any questions or concerns regarding this License, you may contact CWL at: support@cloudwarelogistics.com