Crux Systems owns and operates the Internet site located at [http://www.cruxsystems.com] (the “Website”). As used herein, the terms “you,” “your,” and “yours” refer to the user or registered user using this Website. The terms “Crux Systems,” “we,” “us,” and “our” refer to Crux Systems, Inc. and its related or affiliated companies.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
By accessing, browsing, using and/or downloading the pages in this Website, you agree to accept and comply with this Agreement for each use and visit to this Website. If you do not agree to accept and comply with this Agreement, you should not access, browse or otherwise use this Website.
Crux Systems reserves the right at any time, to modify, alter or update this Agreement, and you agree to be bound by such modifications, alterations or updates. Such changes, modifications, additions or deletions will be effective immediately upon notice to you, which may be given by any means, including but not limited to posting on this Website or by electronic or conventional mail. You agree to regularly review this Agreement and to be aware of such revisions. Your use of this Website following any such change constitutes your agreement to follow and be bound by this Agreement as changed.
1. Grant and Restrictions on Use
Subject to the Terms and Conditions during the period you have valid access to the Website, we grant you (and you agree to comply with) a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to use the Website and certain proprietary documentation in the form generally made available by us to you on the Website solely to connect to the Services, and solely for your benefit and your internal business purposes.
All information, including, without limitation, all text, design, graphics, drawings, photographs, advertisements, video clips, music and sounds, and all trademarks, service marks and trade names and the selection and arrangements thereof, and data (collectively the “Content”) comprised in the Website, is, unless otherwise noted, subject to intellectual property rights including copyrights and trademarks held by or licensed by Crux Systems. Except as expressly provided in this Agreement, no license to use, copy, distribute, republish, transmit or otherwise exploit any Content is given to you and all intellectual property rights in and to the Content are expressly reserved to Crux Systems.
2. Free Trial
If you register on our website for a free trial, we will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by you for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL.
To access some features of the Website, including a web application, you will have to create an account. The features accessed through API services require that after an account is created, you must generate a unique non-transferable token to use the applicable Services. To register for the account you will be required to provide certain personal information including your full legal name, company name, and email address. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. By creating an account, you represent and warrant that the information you provide is true and that you will keep it up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password confidential and secure. You must notify Crux Systems immediately of any breach of security or unauthorized use of your account.
If you subscribe to any of our Purchased Services, you are agreeing to pay the amount due for each subscription period based on your usage. Our current pricing and available subscription period are set forth elsewhere in these Terms and Conditions or in other agreements we have entered into with you. By subscribing to a Purchased Service you are responsible for all fees due for the entire subscription period – even if you cancel your subscription prior to the end of the subscription period.
Although Crux Systems will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Crux Systems or others due to such unauthorized use.
During the Subscription Term and subject to compliance by you and your End-Users with these Terms, you have the limited right to access and use a Service consistent with the Service Plan(s) that you subscribe to, together with all applicable Deployed Associated Services, for your internal business purposes only.
A high speed Internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect your network to the Service, including, but not limited to, browser software that supports protocols used by Crux Systems. We are not responsible for notifying you, or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Crux Systems. We assume no responsibility for the reliability or performance of any connections as described in this section.
By using our services and submitting your container shipment information, you are authorizing Crux Systems to track that cargo on your behalf. You further warrant that you are an authorized party to that shipment.
If requested by Crux Systems you may be required to provide additional documentation and authorization needs based upon the security requirements of our data providers.
Information that is confidential in nature that is entered, submitted, or provided to Crux Systems is maintained as confidential and is not used, shared, or viewed by Crux for internal or external purposes.
4. Third-Party Sites
5. Customer User Data
Our Services collect data (“Customer User Data”) about how customers of and vendors to marine terminals interact with each others’ services and possibly your services. We enable you to specify the Customer User Data that you utilize or that may be useful to you. We may also store Customer User Data in connection with the Services, but we are not responsible for inspecting the Customer User Data that we collect.
You acknowledge that we exercise no control whatsoever over the content of the information (including Customer User Data) passing through our Website in connection with providing the Services.
We collect, store, and use Customer User Data on our servers to provide you with the Services. Our Services transfer data to servers that store User Data in the U.S. and outside the U.S. We only share User information as you direct and with others under special circumstances to comply with laws or to respond to lawful requests and legal process.
6. Access and Account Termination
Crux Systems reserves the right to deny or revoke access to this Website, or any part thereof, or to otherwise terminate a user’s access to its Website, at any time in its sole discretion, with or without cause and without notice to you.
7. Access to Site and use of the services
We will (a) make the Services and Service Data available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Crux Systems’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Crux Systems employees), Internet service provider failure or delay, Non-Crux Systems Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to Crux Systems’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.
8. No Representations; Limitations on Liability
ALL MATERIALS OR ITEMS PROVIDED THROUGH WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THIS WEBSITE, WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE ANY MATERIALS OR ITEMS AVAILABLE ON OR LINKED TO BY THIS WEBSITE, INCLUDING WITHOUT LIMITATION, CONTENT HOSTED ON THIRD-PARTY SITES, OR THAT WE BELIEVE MATERIALS OR ITEMS TO BE ACCURATE, USEFUL OR NON-HARMFUL. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THIS WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU AGREE THAT YOUR USE OF THIS WEBSITE AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THIS WEBSITE AND YOUR USE THEREOF.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THIS WEBSITE’S CONTENT, THE CONTENT OF ANY WEBSITE LINKED TO THIS WEBSITE, CONTRIBUTIONS, INFORMATION OR ANY OTHER ITEMS OR MATERIALS ON THIS WEBSITE OR LINKED TO BY THIS WEBSITE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE OR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THIS WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THIS WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THIS WEBSITE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN ONE OF THESE STATES OR JURISDICTIONS, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
9. Limited Liability
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THIS SITE, CONTRIBUTIONS, MATERIALS OR ANY OTHER CONTENT THEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, OUR LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT EXCEED $1,000.
You agree to indemnify, defend and hold harmless Crux Systems and its stockholders, officers, employees, agents and the assigns of same, from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to, arising out of, or associated with your use of the Website and any violation of these Terms and Conditions by you.
11. Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the internal laws of the State of California without regard to conflicts of laws principles. By using this Website, you hereby agree that any and all disputes regarding these Terms and Conditions will be subject to the federal, state and local courts in San Francisco, California and the Northern District of California. These Terms and Conditions operate to the fullest extent permissible by law.
13.1 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of this Website and supersedes any prior or contemporaneous understandings and agreements between you and us related to the subject matter hereof.
13.2 Independent Contractors. Nothing in this Agreement shall be deemed to create an agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship of any kind between us and any user.
13.3 No Third-Party Beneficiaries. This Agreement is between you and us. There are no third-party beneficiaries to this Agreement.
13.4 Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
13.5 Non-Waiver. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
13.6 Severability. This Agreement operates to the fullest extent permissible by law. If any provision or part of a provision of this Agreement is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
13.7 Assignment. You may not assign your rights under this Agreement to any third party; we may assign our rights under this Agreement without condition.