3. PURPOSE AND TERM
4. FINANCIAL CONDITIONS
5. TERMS OF ACCESS TO THE SERVICES AND USE OF THE PLATFORM AND THE TOOLS
6. INTELLECTUAL PROPERTY OF THE PLATFORM AND THE TOOLS
7. PROTECTION OF LICENSEE DATA AND CONTENT
8. GENERAL PROVISIONS
SHIPPEO has developed a digital platform for road freight transportation management services. This collaborative approach creates a direct link between principals (“Principals”) and their carriers (“Carriers”) to provide real-time visibility into the performance of the transportation. Through this platform, SHIPPEO provides Carriers and Principals with features enabling the sharing of the information necessary to monitor the performance of a given transportation order and real-time management of the movement of charters.
The foregoing provisions relating to the term and the termination of the Licensee’s Accounts may be derogated from under specific conditions that may be agreed upon between the Licensee and SHIPPEO.
The Services are provided and the License is granted by SHIPPEO to the Licensee free of charge, unless otherwise specified in any Specific Conditions that may be agreed upon between SHIPPEO and the Licensee.
The Services, the Platform and the Tools are reserved exclusively to Authorized Users having been authorized by the Licensee through SHIPPEO. To this effect, the Licensee must request to SHIPPEO the creation of an Administrator Account. Authorized Users’ access to the Platform, the Tools and the Services is then carried out remotely via the Application or the Interface and via the Internet and requires the use of identifiers and passwords or any other authentication tool provided by SHIPPEO (hereinafter the “Access Codes”), which are communicated by SHIPPEO to the Licensee.
Once an Account is activated, any Administrator authorized by the Licensee may create and administer User Accounts, unless the Licensee delegates these tasks to SHIPPEO. An Administrator may modify User identifiers or passwords directly using the Platform or by requesting assistance from SHIPPEO.
The Licensee must ensure that the Administrator delete or ask SHIPPEO to delete the Accounts of the Users who no longer have use of them, in particular because they are no longer involved in the issuing of transportation orders by the concerned Principal, or in the services provided by the concerned Designated Licensee. Absent such deletion or request for deletion, the Licensee remains solely responsible for any illegitimate access or use of the Accounts by the Users who no longer have the use of such Accounts.
It is strictly forbidden for one User to have several Accounts or to use the Services from an Account opened by another User by fraudulently using the identifiers of such User. Each User is solely responsible for maintaining the confidentiality of his/her identifiers. Each User undertakes to take all necessary measures to ensure their complete confidentiality, in particular, so that no third party can use their identity and Account under conditions likely to violate the rights of third parties or any of the applicable laws or regulations on the Internet.
SHIPPEO grants the Licensee a non-exclusive, non-transferable and non-assignable right to use the Platform and the Tools in order to redistribute them to the Licensee’s Authorized Users, to the exclusion of any third party, for the carrying out of its activity and its internal needs, throughout the world and for the duration of the Term. SHIPPEO provides the Licensee with access to the Platform and the Tools.
The Licensee acknowledges that any update of the Platform and/or the Tools shall not be construed as granting a new License unless otherwise stipulated by SHIPPEO in connection with the provision of a new version of the Platform, the Tools and/or the Database.
Access to the Platform and the Tools, and the use of the Services, require computer equipment with Internet access. SHIPPEO shall provide its best efforts to ensure that access to the Services is available 24 hours a day, seven days a week, except in cases of force majeure or events beyond the SHIPPEO’s control and subject to the potential outages or maintenance necessary to ensure the proper functioning of the Platform, the Tools and the Services. SHIPPEO does not guarantee that the Platform, the Tools and the Services will be permanently accessible. Given the complexity of the Internet, the unequal capacities of the various subnetworks, fluctuations at peak times for certain Internet users, and the various bottlenecks over which SHIPPEO has no control, the responsibility of SHIPPEO is limited to the operation of its Infrastructure, the outer limits of which are constituted by the Connection Points. SHIPPEO cannot be held responsible for:
Given the nature and complexity of the technologies used to provide the Services, SHIPPEO commits to providing reasonable care in the provision of the Services, with the Licensee acknowledging that the Services provided cannot be guaranteed to be free of any defects, faults, interruptions or unavailability. In the event of any defects resulting from elements which are SHIPPEO’s responsibility, the Licensee undertakes to inform SHIPPEO, which will make its best efforts to remedy them as soon as possible. However, SHIPPEO cannot be held responsible for:
SHIPPEO may interrupt the Services, without incurring any responsibility and without fault on its part, for the maintenance of the Tools, the Servers and the Platform, with Users being informed beforehand whenever possible. SHIPPEO may also suspend all or part of the Services in the event of:
It is expressly understood that the Account(s):
In the event where a Licensed Carrier would want to subcontract all or part of the performance of a transportation order to a third party, such third party may autonomously and independently access the Services, the Platform and the Tools in its capacity of Carrier under the same conditions as the Licensee, subject to having an Account that would be specific to such third party thus acquiring the status of Licensed Carrier.
The Services provide Authorized Users the ability to add Data and Contents , including in the form of “Chat” comments or messages, on the Platform. The Licensee is solely responsible for the comments of its Authorized Users, as SHIPPEO does not modify comments or the Data or Content transmitted by a Licensee via the Platform or the Tools in general. SHIPPEO is also not responsible for decisions made by Licensees on the basis of Data or Content transmitted by another Licensee via the Platform or the Tools.
The Licensee must hold its Authorized Users accountable and ensure that each Authorized User agrees not to issue Data and/or Contents that would render the Licensee liable for one of its Authorized Users, in particular for:
In general, the Licensee undertakes not to transmit through its Authorized Users any material that may violate intellectual property rights or the rights of third parties and in particular, trademark law, personal rights or copyrights.
The Licensee acknowledges having been informed of the risks of errors that may occur when using the Platform, the Tools and the Services.
The Carrier expressly acknowledges and agrees that the use of the Platform, the Tools and the Services engages its responsibility, particularly with respect to the Principals on whose behalf it performs transportation orders. SHIPPEO does not accept any responsibility with regard to Licensees and Authorized Users for any direct or indirect damage that may arise from misuse of the Platform, the Tools and/or the Services. SHIPPEO assumes no responsibility for the Data and/or the Contents posted by Authorized Users, which is the sole responsibility of the Licensee. SHIPPEO also reserves the right to upgrade the Services. Technical changes may be made without prior notice by SHIPPEO.
The Licensee is solely responsible for the preservation, security and integrity of the Access Codes and undertakes to inform SHIPPEO of any loss or misuse of Access Codes, as soon as possible and by any means, and immediately confirming this loss or misuse to SHIPPEO by registered letter with acknowledgment of receipt. Until receipt by SHIPPEO of such confirmation, any action by an Authorized User will be irrefutably deemed to have been performed by the Licensee and will be the Licensee’s sole responsibility in respect of SHIPPEO or third parties.
The Licensee acknowledges that, despite the high level of security standards implemented by SHIPPEO:
SHIPPEO reserves its right to suspend access to the Tools, Platform and/or Services in the event of a legitimate suspicion of fraudulent use or attempted fraudulent use of Access Codes.
SHIPPEO holds the exploitation rights related to and associated with the Platform and the associated Tools and training materials and any successive versions.
Any suggestion as to the correction of errors or comments regarding any new functionality of the Tools, the Platform or the Databases communicated by the Licensee to SHIPPEO is the exclusive property of SHIPPEO. SHIPPEO remains free to choose at its sole discretion whether or not to develop the features or corrections suggested by the Licensee.
The Licensee shall not register or attempt to register or use any software, trade name, trademark, service mark, domain name or design which, in whole or in part, incorporates or creates by its similarity any confusion with SHIPPEO, its distinctive signs or its Tools, its Platform and/or its Databases.
The Licensee shall promptly notify SHIPPEO of any existing, likely or suspected counterfeiting of the Platform, the Tools or a Database or any other intellectual property right of SHIPPEO, and any claim or allegation that the Platform, the Tools or a Database infringes the rights of a third party.
The Licensee acknowledges that the gathering and processing of Data and Contents relating to Authorized Users and to events effecting transportation orders and their performance are necessary in order to benefit from the Services.
For the purpose of providing the Services, SHIPPEO and any subcontractors process, in accordance with the Applicable Regulations on Personal Data Protection in particular:
The Data and Content collected are:
In particular, the Carrier is the owner and is responsible for Authorized Users’ raw identification data, the Carrier’s vehicle identification Data, the GPS positions transmitted by the Carrier’s vehicle and relating to the performance of a transportation order as well as related Content (the “Carrier Data”).
Through the Platform and the Tools, the Carrier’s Data is accessible to the Principal, with whom the Carrier has a contractual relationship for transportation services by way of a transportation order, for the Term and for the purposes of the Services supplied to the Principal concerned by the performance of such transportation order.
In particular, the Carrier’s Data relating to the GPS positions of a transportation order it performs, is processed by the Platform and the Tools in the following conditions.
(i) Collection via an Interface
The registration by SHIPPEO, via an Interface, of the GPS positions of the vehicle of a Carrier performing a transportation order on behalf of a Principal is carried out only if and when said vehicle is assigned to such transportation order and between:
(ii) Collection via the mobile Application
SHIPPEO receives and records the GPS positions of an Authorized User via the Application if the following three cumulative conditions are met:
The GPS positions are accessible to the Principal of a transportation order performed by a Carrier, only if and when a vehicle or an Authorized User of the Carrier is assigned to such transportation order and between:
It is the Licensee’s responsibility to give all necessary information and instructions to Users of the Application regarding the timing and manner of transmitting GPS positions via Interfaces and terminating transmission via Interfaces. Should a User not close the transmission via the Interface of the GPS positions to the Platform and to the Tools, the GPS positions are still processed by the Platform, under the responsibility of the Carrier, and accessible to the Principal concerned.
The data transmitted via the Interfaces and relative to the GPS positions are retained by SHIPPEO for a maximum duration of twelve (12) months necessary for purposes of the data processing. At the end of this twelve (12) month period, this GPS Position Data is automatically deleted.
SHIPPEO undertakes to the Licensee not to engage in any behavior aimed at replacing the Licensee with his or her customers, subcontractors or business partners. In particular, SHIPPEO undertakes not to develop activities as a forwarding agent or Carrier.
Each Party shall remain responsible for the processing of personal data which it uses as such and shall thereby indemnify the other Party against any claim based on non-compliance with its obligations in this regard.
Each Party undertakes to comply with the Applicable Regulations on Personal Data Protection.
In the performance of the Services, SHIPPEO shall have access to certain personal data of the Licensee and the Licensee’s Authorized Users.
The collection and transmission by the Licensee to SHIPPEO of personal data relating to the Licensee, its Authorized Users and the GPS positions of its vehicles must be carried out in accordance with the Applicable Regulations on Personal Data Protection.
The Licensee is particularly responsible for informing the Licensee’s Authorized Users and, in general, its agents the personal data of whom is intended to be transmitted to the Platform via the Interfaces, that their personal data or the GPS positions of their vehicles, collected for the purposes of the Services, may be communicated to SHIPPEO for the purpose of processing and monitoring the performance of the transportation orders to which such Data relates.
The Licensee hereby undertakes to comply with all of the legal and regulatory obligations incumbent upon him or her and resulting from the provisions of the Labor Code in respect of his or her employees and agents. In any event, the Licensee shall indemnify SHIPPEO against all governmental or judicial claims, based on the violation by the Licensee or the Licensee’s subcontractors of the legal and regulatory obligations incumbent upon them, relating to full disclosure to their employees or agents and the prior consultation of their representatives, where applicable, on the processing of their personal data resulting from the operation of the Services, the Platform or the Tools.
In accordance with the Applicable Regulations on Personal Data Protection , each Licensee may, through his or her Administrator Account, access the personal data of the Licensee’s Users to have it rectified or, if necessary, request that SHIPPEO delete it, either in connection with the closing of an Account or in the context of the completion of a transportation order, once its performance is completed, subject to SHIPPEO’s statutory obligations to preserve data.
In any event, the Licensee shall carry out the necessary backups of the Data, Content, files, information, or documentation of any kind that it makes available to SHIPPEO.
The Licensee shall designate one or more Administrator(s) in charge of communicating with SHIPPEO and forwarding to SHIPPEO the list of the Licensee’s Authorized Users as well as the Licensee’s authorization for them to access the Platform, the Tools and the Services.
Confidential Information means any commercial, technical, financial or economic elements and/or data communicated in any way between the parties, including any printed materials, studies, documentation, accounting documents, rates, software, and more generally by all means and all media, of the confidential information transmitted between the Parties for the purpose of providing the Services, whether or not explicitly identified as such.
The Parties particularly undertake that Confidential Information concerning the other Party shall:
The Parties are reciprocal guarantors of the respect of this confidentiality commitment by the members of their personnel and/or any agent, including Authorized Users.
Any information which is disclosed by the receiving Party at the request of a court or government shall not be deemed to be Confidential Information, provided that the receiving Party promptly notifies the other Party of such request so that it can defend its rights.
The Parties agree that all data, information, files and other digital elements exchanged between the Parties will constitute admissible, valid and binding proof with the same evidential weight as a signed written document.
The Licensee is responsible for the Content that its Authorized Users put on line, SHIPPEO assuming no responsibility of any kind whatsoever in this regard. Consequently, the Licensee shall indemnify SHIPPEO against any legal action that may be brought against it, in particular with regard to the Content of its Authorized Users. The Licensee undertakes to be personally responsible with regard to any and all claims and/or procedures, in any form or nature, made against SHIPPEO that are directly or indirectly related to the hosted Content.
To this end, the Licensee particularly undertakes to pay directly to any claimant any sums which such claimant may require from SHIPPEO and to intervene voluntarily, if necessary, in any proceedings against SHIPPEO, and to guarantee any penalties that may be pronounced on such occasion.
SHIPPEO warrants to the Licensee, and to their Users, the peaceful enjoyment of the Platform, the Tool and the Application and the rights granted against any action or claim that may be brought by a third party on the grounds that all or part of the Platform, the Tool and the Application or the Services more generally constitute an infringement of a right, in particular an intellectual property right or unfair competition.
SHIPPEO hereby guarantees the Licensee, as well as their Users, against the consequences of any such action or claim.
In particular, SHIPPEO shall bear all defense costs as well as the financial penalties imposed on the Licensee or their Users by a court decision that has become enforceable or the financial consequences of a memorandum of understanding concluded with the third-party plaintiff.
The Licensee shall inform SHIPPEO as soon as it becomes aware of any claim, demand or proceeding made or brought on such grounds, whether judicial or extrajudicial.
The Licensee also undertakes to provide SHIPPEO with all documents and information in its possession as well as all assistance required that may be necessary for its defense.
In the event that the Licensee is prevented from using all or part of the Platform, the Tool and the Application as a result of a court decision or settlement, SHIPPEO shall, at its own expense and at its own option:
In view of the complexity of the Services provided, SHIPPEO is subject to a best efforts obligation. It is expressly agreed between the Parties that indirect damages or injury such as business losses, loss of opportunity, loss of orders, commercial problems of any kind, loss of profits or damage to a brand image shall not be compensated.
In any event, compensation of any losses:
The fulfillment of SHIPPEO’s obligations, in respect of the supply of the Services, may be subcontracted, in whole or in part, to any person of its choice, which the Licensee accepts without reservation.
In the event of a case of force majeure as defined in this Article, the Party prevented from fulfilling its obligations undertakes to inform the other Party without delay and by any means.
Each Party may use the name, trade name, trademarks and trade visual(s) (logo(s)) of the other Party as a trade reference and include all or part of that information in any commercial and/or technical support, subject to prior notification to the other Party, who may oppose it at any time for any legitimate reason.
The using Party shall, as soon as possible, stop the use of these elements on the supports which may be modified.
SHIPPEO grants the Licensee the right to use its emblems, including the name of the application, solely for the purpose of promoting SHIPPEO’s Platform, Tools and Services to third parties, and subject to prior notice.
IN THE EVENT OF A DISPUTE, THE COMMERCIAL COURT OF PARIS (“Tribunal de Commerce de Paris”) SHALL HAVE EXPRESS JURISDICTION, NOTWITHSTANDING MULTIPLE RESPONDENTS OR ACTIVATION OF GUARANTEES, INCLUDING FOR URGENCY PROCEDURES OR PROTECTIVE MEASURES, IN SUMMARY PROCEEDINGS OR ON PETITION.