TERMS OF USE OF SHIPPEO’S SERVICES, PLATFORM, AND TOOLS

1. PREAMBLE

SHIPPEO has developed a digital platform for road freight transportation management services. This collaborative approach creates a direct link between customers of SHIPPEO (“Customers”) and their Carriers to provide real-time visibility into the performance of the transportation service. Through this platform, SHIPPEO provides Customers and their Carriers with the right to access and use SHIPPEO’s Software-as-a-Service (“SaaS”) that provides certain shipment tracking data and other information to assist in measurement of the performance of a given Transportation Order and real-time management of the movement of the goods. 

2. DEFINITIONS

• Account: An Administrator or User Account created by SHIPPEO that allows User access to the Platform and the Tools and to benefit from the Services, subject to the terms and conditions of this Agreement.
• Administrator: A person designated by the Customer or the Carrier in writing to SHIPPEO as User's primary account administrator, which person is duly authorized by the relevant Customer or Carrier to define and administer, and is responsible for, defining and administering the rights of the Customer’s and the Carrier’s Users on the Platform, and the creation of their Accounts via the Administrator Account.  
• Applicable Regulations on Personal Data Protection: The applicable laws, rules, regulations, and ordinances relating to the processing of personal data, as they now exist or are hereafter amended, including but not limited to French Law no. 78-17 of 6 January 1978 as amended, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, and the California Consumer Privacy Act.
• Application: The mobile application made available by SHIPPEO that is intended for use by Carriers, for the final benefit of the Customer.
• Carrier(s): A transportation carrier performing one or more Transportation Orders on behalf of one or more Customer(s).
• Content: Any content provided by any User to SHIPPEO by any method, including information and content submitted via the Platform or the Application, and including both Customer-submitted content (such as Transportation Orders and modifications thereto, and communications and comments submitted to SHIPPEO or a Carrier by a User), and Carrier-submitted content (such as photos of shipments, packaging, and the like).
• Customer(s): The SHIPPEO customer or client, being an entity ordering the Services as set forth in a corresponding Order Form, and for whom one or more Carriers performs a Transportation Order, which is monitored via access to and use of the Services, the Platform, and the Tools.
• Database: SHIPPEO's proprietary database of structured and organized transit-related information, which includes Data collected by SHIPPEO via the Platform and other data generated, calculated and integrated by SHIPPEO to which the Tools and the Platform are linked. The Database is financed, constituted, structured and operated by SHIPPEO, which is its owner, independently of the Data and Content contained therein, in its capacity as “Producer” within the meaning of Article L. 341-1 of the French Intellectual Property Code and Article 7.1 of European Directive 96/9/EC.
• Data: All data gathered or processed by SHIPPEO and/or exchanged with any User regarding the Services, including, in particular, vehicle identification data, GPS positions, and personal data relating to the drivers of a Carrier or other Users. For the avoidance of doubt, Data does not include any Usage Data as defined in Article 5.6.
• Designated User: User designated by and performing on behalf of a Customer services other than the execution of transportation orders, and in this quality benefiting from the Services, the Platform and the Tools, including through the Application.
• Interface: A computer interface, including any application program interface, between the Platform and the Users’ information systems enabling the exchange of Content and/or GPS positions.
• Order Form: An order for SHIPPEO Services, in the format provided by SHIPPEO, that is placed by Customer and accepted by SHIPPEO.
• Party (Parties): The User and SHIPPEO, separately or together.
• Platform: SHIPPEO's proprietary web portal made available at www.shippeo.com to Users.
• Servers: The computer equipments connected to the Internet to host the Platform, the Tools and the Contents.
• Services: All of the services produced and provided by SHIPPEO through the Platform and the Tools enabling Users to open an Account, to consult their transportation orders, to post Contents for processing purposes and the handling of such transportation orders and accessing alerts, indicators and analyses of these orders prepared by SHIPPEO.
• SHIPPEO: SHIPPEO Inc, C/O Pramex International, 1251 Avenue of the Americas, 3rd Floor New York, NY 10020
• Term: The duration of the Terms of Use as defined in Article 3 below.
• Terms of Use: These Terms of Use.
• Tools: The Application and any Interface made available to the Users by SHIPPEO in connection with the provision of the Services.
• Transportation Order: An order for freight transportation and/or shipping services, as placed by the Customer with a Carrier and submitted to SHIPPEO in connection with SHIPPEO’s provision of the Services, either via an Interface or via the Platform, and as further defined in an applicable Order Form.
• User: Any person or entity allowed by SHIPPEO under these Terms of Use to access and use the Services, the Platform and the Tools.  A User may be (i) the Customer, (ii) a Carrier, or (iii) an employee within either the Customer’s or a Carrier’s organizations.  A Carrier and any employee of a Carrier are Users solely to the extent such Carrier is performing transportation and related services for or on behalf of the Customer, in all cases for the benefit of the Customer, and provided that Customer must notify SHIPPEO prior to designating any Carrier as a User.  
  

3. PURPOSE AND TERM 

The purpose of the Terms of Use is to define the conditions under which SHIPPEO allows the Users to access  and use the Services.  

• For Customers: By entering into an Order Form, Customer confirms that it has the authority to form a binding contract with SHIPPEO, that it accepts and agrees to be bound by these Terms of Use, and that it agrees to comply with, and to ensure that its Users comply with, these Terms of Use and all applicable laws and regulations. These Terms of Use will remain in effect until such time as there is no longer a current Order Form in place between Customer and SHIPPEO, unless earlier terminated by SHIPPEO in accordance with the terms hereof. Any terms herein that by their nature or terms are intended to survive such termination or expiration shall continue in effect thereafter.
  

• For Carriers and Designated Users: By requesting the creation of an Account or accepting a Transportation Order placed by a Customer, or accessing the Platform or Tools by any means, Carrier/Designated User confirms that it can form a binding contract with SHIPPEO, that it accepts and agrees to be bound by these Terms of Use, and that it agrees to comply with, and to ensure that its Users comply with, these Terms of Use and all applicable laws and regulations. These Terms of Use will remain in effect until such time as there are no active Transportation Orders under which Carrier is performing transportation services on behalf of a Customer, unless earlier terminated by SHIPPEO in accordance with the terms hereof. Any terms herein that by their nature or terms are intended to survive such termination shall continue in effect thereafter.

User acknowledges that SHIPPEO may modify or update these Terms of Use at any time, in its sole discretion.  Any such modification will be effective as of the time at which SHIPPEO notifies Users of the update (including by posting the updated Terms of Use to the Platform). User further acknowledges that SHIPPEO reserves the right to modify or upgrade the Services, Platform, or Tools. Technical changes may be made without prior notice by SHIPPEO. 

Any User shall be deemed to be aware of and accept any modification and/or new version of the Terms of Use upon the earlier of (1) receipt of notice of the modification or new update from SHIPPEO, whether by email, by notice on the Platform, or by other means; and (2) first connection to the Platform and/or use of the Tools or the Services following the effective date of such modification or new update.   

SHIPPEO may terminate these Terms of Use, or all or part of the access rights granted to Users hereunder and any Services: 

• For any reason or for no reason, at any time upon thirty (30) days' advance written notice to Users; or 
  

• At any time, immediately and without notice, if SHIPPEO determines that User is in breach of these Terms of Use (including the financial conditions set forth in Section 4 below) or is using or accessing the Platform, the Tools or the Services in a manner that could detrimentally affect SHIPPEO's other customers or its ability to provide the Platform, the Tools or the Services to other customers.
  

SHIPPEO will be entitled to discontinue the Services, including access to the Platform and Tools, within 24 hours of the expiration or termination of the Terms of Use for any cause whatsoever, unless expressly agreed otherwise in writing between the Parties.

4. FINANCIAL TERMS

For Customers: As a condition of, and as consideration for, SHIPPEO's provision to Customer and Customers’ Users of the right to access to and use of the Platform, the Tools, and the Services, Customer agrees to pay to SHIPPEO the fees set forth in each applicable Order Form in accordance with the payment terms set forth therein.  

For Carriers/Designated Users: To the extent that Carrier/Designated Users and Carrier’s Users are accessing the Platform, the Tools, and the Services, each as applicable, in their capacity as a service provider to a Customer, such access is provided free of charge, subject to the other terms and conditions set forth in these Terms of Use. 

5. TERMS OF ACCESS TO THE SERVICES AND USE OF THE PLATFORM AND THE TOOLS

5.1 How to Create an Account

Access to the Services, the Platform and the Tools are reserved exclusively to Users having been authorized by either the Customer or the Carrier through SHIPPEO. To this effect, the Customer and the Carrier must request to SHIPPEO the creation of an Administrator Account. 

Users’ access to the Platform, the Tools and the Services requires the use of certain authentication tools provided by SHIPPEO (hereinafter the “Access Codes”), which are communicated by SHIPPEO to the Customer’s and the Carrier's designated Administrator after receipt of a request. User acknowledges and agrees that all Access Codes must be maintained in confidence, in accordance with the requirements set forth in Section 5.5 below.

The Customer and the Carrier shall designate one or more Administrator(s) charged with communicating with SHIPPEO and forwarding to SHIPPEO the list of their respective Users as well as their authorization for them to access the Platform, the Tools and the Services.

Once the first Administrator Account is activated, any Administrator authorized by the Customer or the Carrier may create and administer User Accounts, unless the Customer or the Carrier delegates these tasks to SHIPPEO. An Administrator may modify User identifiers or passwords directly using the Platform or by requesting assistance from SHIPPEO.

The Customer and the Carrier agree to ensure that the Administrator immediately delete or ask by any means in writing 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 or management of Transportation Orders by the concerned Customer. Absent such deletion or request for deletion, the Customer and the Carrier remain solely responsible for any illegitimate access or use of the Accounts by the Users who no longer have the use of such Accounts and any losses or damages relating to such access or use.

It is strictly forbidden for one User to have multiple Accounts or to use the Services from an Account opened by another User by fraudulently using the identifiers of such User. Customer and Carrier shall ensure that each User maintains the confidentiality of their identifiers and Access Codes and takes 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.

The Customer and the Carrier are fully and solely responsible for the actions of their respective Users in respect of SHIPPEO and third parties, including as representative of the Users relative to the performance or non-performance of, compliance or non-compliance with, or modification of, the Terms of Use.  Any act undertaken by a User shall be deemed to be authorized by, and binding upon, Customer or Carrier.

5.2 Access to the Platform and the Services

SHIPPEO grants to: 

• Customer a non-exclusive, non-transferable and non-assignable, worldwide right to access and use the Platform and the Tools, via its Users, for purposes of monitoring the progress of Transportation Orders during the Term; and to
  

• Carrier a non-exclusive, non-transferable and non-assignable, worldwide right to access and use the Platform and the Tools, via its Users, solely for purposes of enabling one or more Customers to monitor the progress of Transportation Orders using the Platform, the Tools, and the Services, in each case during the Term.  

It is expressly understood that the Account(s):

• of a Customer allows the Customer and its Users to access and view only its own Transportation Orders, and the Data and Content transmitted by SHIPPEO, the Customer’s Users, and Carriers to the extent related to performance of a Transportation Order for such Customer.
  

• of a Carrier allows the Carrier to access and view only the Data and Content transmitted by SHIPPEO and shared by the Carrier's Users during the performance of a Transportation Order being performed by the Carrier for the account of such Customer.
  

5.3 Availability of the Services

SHIPPEO does not guarantee that the Services, Platforms, or Tools can be accessed on all devices and networks. Access to the Platform and the Tools, and the use of the Services, requires computer equipment with Internet access, and SHIPPEO is not responsible for any defects or interruptions caused by faulty network or Internet connections, including poor or unstable connections that result in faulty or incomplete data transmission. 

SHIPPEO attempts to ensure that access to the Services is available 24 hours a day, SHIPPEO does not guarantee that the Platform, the Tools and the Services will be permanently accessible or available on an uninterrupted basis, or that all functions of the Platform, Tools, or Services will be available at any given time, and the User acknowledges that the Services provided cannot be guaranteed to be free of any defects, faults, interruptions or unavailability. 

If User identifies a Service defect or detects an interruption, User will promptly inform SHIPPEO of the defect, and SHIPPEO will use reasonable efforts to investigate the defect and, if and to the extent the defect is caused by systems or infrastructure within SHIPPEO's control, to remediate the defect within a reasonable time period. However, SHIPPEO is not responsible for, and disclaims any liability associated with:

• the quality of the Content entered into and/or transmitted on the Platform, via the Tools, by Users within the context of the Services,
• the occurrence of or consequences of a force majeure event,
• misuse of the Tools, the Platform or the Services by Users or other user accessing the Platform, Tools, or Services using a User's account,
• any default or misconduct of a User or other user accessing the Platform, Tools, or Services using a User's account,
• any other cause beyond the reasonable control of SHIPPEO.

SHIPPEO may suspend the Services, without liability of any kind, as required for the maintenance of the Tools, the Servers and the Platform. SHIPPEO will inform Users of maintenance beforehand whenever practicable under the circumstances. SHIPPEO may also suspend all or part of the Services, without liability of any kind, in the event of:

• any intrusion into the Platform or Tools that is likely to affect the functioning of the Services, the Tools, the Platform, the Servers and/or the Infrastructure, as determined by SHIPPEO in its sole discretion,
• any misuse of the Services by a User (other user accessing the Platform, Tools, or Services using a User's account) likely to affect the functioning of the Tools, the Services, the Platform and/or the Infrastructure, as determined by SHIPPEO in its sole discretion,
• any request of a governmental or judicial authority, particularly concerning the Data and/or Content processed, used or hosted within the context of the Services.

5.4 Compliance with the Terms of Use

The Services, the Platform and the Tools shall be used solely for the purposes permitted under these Terms of Use. It is the User’s responsibility to ensure:

• compliance with the Terms of use of the Platform, the Tools and the Services by Users provided by Shippeo’s employees during implementation and in these Terms of Use; and 
  

• that its Users have the necessary skills to use the Platform, the Tools and the Services.

The Services provide Users the ability to add or submit Data and Content, including in the form of “Chat” comments or messages, on the Platform. SHIPPEO assumes no responsibility for such Data and/or the Content posted or provided by Users, which is the sole responsibility of the User. Without limiting the foregoing, the Customer, Designated User or the Carrier is solely responsible for the comments of, and Content submitted by their Users, as SHIPPEO does not modify comments or the Data or Content transmitted by a User via the Platform or the Tools in general. SHIPPEO is also not responsible for decisions made by Users on the basis of Data or Content transmitted by another User via the Platform or the Tools.

The Customer, Designated User and the Carrier must hold their respective Users accountable and ensure that each of their respective User agrees not to issue Data and/or Content that is or could reasonably be deemed to be:

• defaming, abusing, harassing, stalking or threatening any person, or violating the rights of others,
• defending crimes against humanity or inciting racial hatred or pedophilia,
• creating a false identity or usurping the identity of a third party,
• disrupting the functioning of the Platform, the Tools and/or the Services,
• violating the intellectual property rights of third parties, in particular:

• using all or part of the content of pre-existing works without the authorization of the copyright owners of such works,
• reproducing and/or using the trademark, corporate name, logo or other distinctive sign of a third party,

• violating the privacy and image rights of persons who may be identified in images, photographs, messages or videos.

In addition, the Customer, Designated User and the Carrier agree to comply with the requirements and restrictions set out in Section 6 below, and they undertake not to transmit, and to ensure that their respective Users do not transmit, any material or Content that may violate intellectual property rights or the rights of third parties and in particular, trademark law, personal rights or copyrights.

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 Customers on whose behalf it performs Transportation Orders. 

5.5 Security

Each User 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 a User will be irrefutably deemed to have been performed by the Customer, Designated User or Carrier and will be their respective sole responsibility in respect of SHIPPEO or third parties.

The User acknowledges that, despite the security standards implemented by SHIPPEO:

• the data transmitted via the Internet transits through independent electronic communication networks with different characteristics and capacities and which are sometimes overloaded;
• the Internet is an open network, and therefore, the information transmitted through such means is not protected against the risk of misappropriation, of fraudulent, malicious or unauthorized access into the User’s information system, of piracy or unauthorized alteration of data, system programs and files, or contamination by computer viruses, and;
• the User is responsible for taking all appropriate measures including awareness of and supervision over the activities of Users in order to protect its information system against contamination by viruses and attempts at unauthorized intrusion.

SHIPPEO reserves its right to suspend access to the Tools, Platform and/or Services without notice, and without liability, in the event of a suspicion of fraudulent use or attempted fraudulent use of Access Codes.

5.6 Shippeo Intellectual Property, Content, and Data

Reserved Rights. The Services, the Platform, the Tools, the Database, and all SHIPPEO Content and Usage Data (as defined below) are the property of SHIPPEO or its licensors and may be protected by copyright, trademark, and other intellectual property laws. Except as expressly set forth in Section 5.2 above, Customer, Designated User and Carrier are not conveyed, and nothing contained herein or in the Services, Platform, or Tools shall be construed to convey to any of them, any right or license, by implication, estoppel or otherwise, in or under any patent, trademark, copyright or proprietary right of SHIPPEO or any third party. Customer shall have no right to reproduce, modify, distribute, or publicly display or perform the software included in the Services. For the avoidance of doubt, the trademarks, logos, and service marks used or displayed in connection with the Services, Platform, and Tools, whether registered or unregistered, may not be used in connection with any product or service that is not offered by SHIPPEO, in any manner that is likely to cause confusion with customers, or in any manner that may otherwise interfere with the SHIPPEO’s ownership of the trademarks or the public’s access to and use of the Services, Platform, or Tools. The Customer, Designated User and Carrier 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 Database.

SHIPPEO Content and Usage Data

• Excluding Content submitted by Users, the information and content provided on or through the Services, Platform, Database and Tools, including any data, text, designs, graphics, images, photographs, illustrations, audio and video clips, trademarks, logos, service marks, icons and links ("SHIPPEO Content"), are created by and owned exclusively by SHIPPEO, its contractors or licensors, or other third parties. User is permitted to use the SHIPPEO Content solely in accordance with the usage right set forth in Section 5.2 above. SHIPPEO reserves the right (but has no obligation) to remove any SHIPPEO Content from the Services, Platform, or Tools at our sole discretion, with or without notice.
  

• SHIPPEO owns all data, methodologies, know-how, tools, and proprietary information derived from its operation of the Services, Platform, Database and Tools, including data regarding User’s use of the Services, Platform Database and Tools (“Usage Data”). For the avoidance of doubt, Usage Data does not include any location data regarding any individual User but may include insights or other data derived from such location data. Nothing in these Terms of Use, including in Section 7 below, shall be construed as prohibiting SHIPPEO from utilizing such Usage Data to optimize or improve the Services, Platform, Database and Tools, to create new products or services, or to otherwise operate SHIPPEO’s business, except that if SHIPPEO provides Usage Data to any third party, SHIPPEO will not disclose the identity of the Customer, Designated User or carrier or any of their respective User(s) to such third party.

Contributions. By submitting to SHIPPEO suggestions or other feedback (“Contributions”) regarding the Services, Platform, Tools, transportation or geolocation data, or other SHIPPEO-provided materials, regardless of the medium in which such Contributions may be provided, User acknowledges and agrees that: (i) SHIPPEO is not under any obligation of confidentiality with respect to the Contributions; (ii) SHIPPEO may use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (iii) User irrevocably, non-exclusively licenses to SHIPPEO rights to exploit the Contributions; and (iv) User is not entitled to any compensation or reimbursement of any kind from SHIPPEO under any circumstances for the Contributions.

Access Restrictions. The User may not sublicense, edit, display, reveal, rent, modify, loan, distribute or create any works derivative of the Tools, the Platform, the Database, the SHIPPEO Content, or any update or version thereof, in whole or in part, or any works derivative of the Content or Data of other SHIPPEO Users accessible via the Tools or the Platform. Except to the limited extent expressly set forth in the Terms of Use, the User shall not, and shall not permit any third party, to:

• copy, imitate or manufacture the Tools, the Platform, the Database, the Services, or any SHIPPEO Content in whole or in part,
• use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Tools, the Platform, the Database, the Services, or any SHIPPEO Content or to extract data, or otherwise reproduce or substantially qualitatively or quantitatively extract all or part of any SHIPPEO Content without the written authorization of SHIPPEO,
  

• translate, analyze, modify, adapt, enhance, extend, decompile, disassemble or otherwise reverse engineer or attempt to obtain the source code from the Platform or Tools in any way, 
• use the Tools, the Platform, the Services, or any SHIPPEO Content for any purpose that is illegal, beyond the scope of its intended use as set forth in the Terms of Use, or otherwise prohibited in these Terms of Use or the terms that govern a particular Third-Party Service,
  

• compromise the security of the Tools, the Platform, the Services, or any SHIPPEO Content;
  

• attempt to circumvent any content-filtering techniques employed by SHIPPEO, or attempt to access areas or features of the Tools, the Platform, the Services, or any SHIPPEO Content that User is not authorized to access;
  

• use the Tools, the Platform, the Services, or any SHIPPEO Content in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Tools, the Platform, the Services, or any SHIPPEO Content, or that could damage, disable, overburden, or impair the functioning of the Services, Tools, or Platform in any manner;
  

• use the Tools, the Platform, the Services, or any SHIPPEO Content (including Content or Data which is accessible therefrom) in order to provide them in whole or in part as a service (“Software as a Service” or “SaaS”) or any information management host, service bureau or any other situation in which the Platform, the Tools or SHIPPEO Content would be used outside the scope of the usage right sa described in the Terms of Use or to process the data of a third party,
• link to the Services, Platform, Tools, or SHIPPEO Content without the express written consent of SHIPPEO, or 
  

• use, frame or utilize framing techniques to enclose any SHIPPEO trademark, logo or other proprietary information, including the SHIPPEO Content, the images found on or made available through the Tools, Platform, the Database or the Services, the content of any text or data, or the layout/design of any page or form contained on a page on the Platform or Tools without SHIPPEO’s express written consent. 
  

Infringement Notification. The User shall promptly notify SHIPPEO of any existing, likely or suspected counterfeiting of the Platform, the Tools or the 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.

Third-Party Services. Portions of the Platform, Tools, and Services may utilize or include third party applications, products, and services, third-party content (including embedded content), or links to certain third-party websites (collectively, “Third-Party Services”). SHIPPEO does not control, endorse or adopt any Third-Party Service, and inclusion of a link or embedded content does not imply affiliation, endorsement or adoption by SHIPPEO or its licensors of any product, service or content provided thereby or contained therein. When Users interact with a Third-Party Service, that is an interaction with the third party and not with SHIPPEO, undertaken at the Users’ sole risk. Users acknowledge that, in addition to these Terms of Use, the terms and conditions of the relevant Third-Party Service govern use thereof. Such Third-Party Services are not under SHIPPEO's control and SHIPPEO is not responsible for the contents of such Third-Party Services, or any changes or updates to such Third-Party Services. Further, SHIPPEO is not responsible for the privacy practices of any Third-Party Services nor any data or information a Customer, Designated User or Carrier (including their Users) may share with such Third-Party Services, and SHIPPEO makes no warranties, express or implied, as to any Third-Party Services or the products or services they provide.

6. PROTECTION OF USERS’ DATA AND CONTENTS

6.1 Purposes of Use of the Data and Content Collected

The User acknowledges that the gathering and processing of Data and Content relating to 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 identification data of each Authorized User (surname, first name, user identification);
• the data communicated by each User concerning the events related to the management of a Transportation Order (“loaded goods”, “refusal of delivery”, ...) via the Platform, the Application or the Interface; and
• the GPS positions of Users or vehicles using the Application or the Interface.

6.2 Hosting and Recipients of Data and Content

The Data and Content collected are:

• hosted securely,
• shared by SHIPPEO only with the Customer(s) for the account(s) of which the Carrier intervenes for the performance or the Transportation Orders concerned, 
• processed by SHIPPEO’s subcontractors and technical intermediaries in connection with the provision of the Services.

6.3 Terms of Use of Data and Content

6.3.1 Users’ Data and Content

The USer is solely responsible for the Data and the Content it enters or transmits via the Tools or the Platform, including the Data and the Content that it enters in connection with the performance of a Transportation Order or that the User submits to SHIPPEO for integration into the Tools or the Platform for the purpose of providing the Services. 

The User hereby (i) grants SHIPPEO a non-exclusive, non-transferable and non-assignable, worldwide right to use this Data and Content for the purposes contemplated under the Terms of Use, and for purposes of providing the Services, the Platform, and the Tools and improving each of the foregoing; and (ii) represents and warrants that it holds all rights necessary in order to effectively grant the foregoing right, and that SHIPPEO’s use of such Data and Content will not violate the intellectual property, privacy, or other rights of any third party.

If User wishes to transmit or receive Data and Content to or from SHIPPEO via a Tool (e.g., an API or other Data or Content feed), User hereby grants to SHIPPEO a non-exclusive, non-transferable and non-assignable, worldwide right to access User’s software and systems solely to the extent necessary to implement and maintain the Data or Content feed and to provide the Services, including as necessary to automatically push or pull Data or Content to and from such User software and systems. User will reasonably cooperate with SHIPPEO in such implementation and maintenance and, for the avoidance of doubt, SHIPPEO shall not be responsible for any disruptions or errors that occur due to User’s software and systems.

6.3.2 Data and Content of Carriers’ Users

As between the Carrier, the Customer, and SHIPPEO, the Carrier is the owner and is responsible for its 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”). Carrier agrees that, to the extent it is performing a Transportation Order on behalf of a Customer, it will submit to SHIPPEO, via the Platform, the Application, an Interface, or other geolocation technology, such Carrier Data as is reasonably required in order for SHIPPEO to provide the Services and to enable the Customer to monitor the progress of the Transportation Order on a real-time basis. It is the Customer, Designated User and Carrier’s responsibility to give all necessary information and instructions to Users regarding the timing and manner of transmitting GPS positions and how to terminate transmission to SHIPPEO. 

Through the Services, Platform and the Tools, Carrier acknowledges and agrees that the Carrier Data that relates to a Transportation Order for a particular Customer may be made available to that Customer.

• The Carrier’s Data relating to a particular Transportation Order can be accessed via the Platform and the Tools only by the Customer for whom the Carrier is performing such Transportation Order.
  

• If a Carrier wishes to subcontract the performance of a Transportation Order to a third party, the subcontractor must itself have a Carrier Account in order that the Data of such Carrier, relative to the performance of the relevant Transportation Order, may be made available to the Customer concerned, even if the subcontracted Carrier does not have a direct contractual relationship with the Customer.
  

In particular, the Carrier’s Data relating to the GPS positions of a Transportation Order it performs, is processed by the Platform, the Database and the Tools in the following conditions.

6.3.2.1 GPS Position collection period

6.3.2.1.1 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 Customer is carried out only if and when said vehicle is assigned to such Transportation Order and between:

• one hour before the start of the loading slot agreed between the Customer and the Carrier, if the status change mode is “Automatic”, or from the moment when the status of the Transportation Order is “On the way to loading site” if the status transition mode is “Manual” and
• when the Transportation Order is closed.
  

6.3.2.1.2 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 Application is opened on the phone and the User has successfully identified him/herself;
• the GPS functionality of the phone is activated;
• the GPS functionality of the application is activated.
  

6.3.2.2 Accessibility of GPS positions to the relevant Customer

The GPS positions are accessible to the Customer of a Transportation Order performed by a Carrier, only if and when a vehicle or a User of the Carrier is assigned to such Transportation Order and between:

• one hour before the start of the loading slot agreed between the Customer and the Carrier, if the status change mode is “Automatic”, or from the moment when the status of the Transportation Order is “En route to loading site” if the status transition mode is “Manual” and
• when the Transportation Order is completed.
  

It is the Carrier’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 Customer 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.

6.4 Protection of Personal Data

Each Party shall remain responsible for its processing of personal data 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 Customer, the Carrier and their respective Users.

The collection and transmission by the Customer and the Carrier to SHIPPEO of personal data relating to them, their Users and the GPS positions of the vehicles must be carried out in accordance with the Applicable Regulations on Personal Data Protection.

The Customer and the Carrier are responsible for informing their respective Users and 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.

Where such rights are provided under Applicable Regulations on Personal Data Protection, each User may, through his or her Administrator Account, access its personal data 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.

7. INDEMNIFICATION 

Customer and Carrier respectively agree to indemnify, defend, and hold SHIPPEO and its officers, directors, employees, contractors, agents, licensors, service providers, suppliers, successors, and assigns harmless from and against all losses, damages, liabilities, costs and legal fees arising from any claim or demand made by any third party arising directly or indirectly out of or in connection with (i) them or their respective Users' conduct or use or misuse of the Services, (ii) any Content provided by them or their respective Users, including any actual or alleged infringement of the intellectual property or other rights of any third party, (iii) any actual or alleged violation of these Terms by them or their respective Users, or (iv) any actual or alleged violation of any applicable law or regulation by them or their respective Users. 

8. DISCLAIMER OF WARRANTIES

CUSTOMER AND CARRIER, ON BEHALF OF THEMSELF AND THEIR RESPECTIVE USERS, EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEIR USE OF AND ACCESS TO THE TOOLS, PLATFORM, SERVICES AND SHIPPEO CONTENT IS AT THEIR SOLE RISK AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOOLS, PLATFORM, SERVICES AND SHIPPEO CONTENT ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SHIPPEO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE TOOLS, PLATFORM, SERVICES AND SHIPPEO CONTENT AND ANY THIRD PARTY SERVICES MADE AVAILABLE VIA THE TOOLS, PLATFORM, OR SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NONINFRINGEMENT. SHIPPEO DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY WARRANTIES AGAINST INTERFERENCE WITH CUSTOMER’S AND CARRIER’S QUIET ENJOYMENT OF THE TOOLS, PLATFORM, SERVICES AND SHIPPEO CONTENT, ANY WARRANTIES THAT THE SHIPPEO CONTENT OR THE FUNCTIONS CONTAINED IN OR PERFORMED OR PROVIDED THROUGH THE TOOLS, PLATFORM, OR SERVICES WILL MEET CUSTOMER’S, DESIGNATED USER’S AND CARRIER’S REQUIREMENTS, THAT THE TOOLS, PLATFORM, SERVICES AND SHIPPEO CONTENT WILL BE COMPATIBLE WITH ANY PARTICULAR DEVICE, AND THAT THE OPERATION OF THE TOOLS, PLATFORM, AND SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SHIPPEO WILL CREATE ANY SORT OF WARRANTY. FURTHER, SHIPPEO DOES NOT GUARANTEE OR WARRANT THAT THE TOOLS, THE PLATFORM, THE SERVICES, THE CONTENT AND THE DATA WILL SUBSEQUENTLY BE MADE AVAILABLE AGAIN TO THE CUSTOMER, THE CARRIER AND THE DESIGNATED USER AFTER THE TERMINATION OF THE TERMS OF USE FOR ANY REASON WHATSOEVER. 

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHIPPEO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICES PROVIDERS, AND LICENSORS SHALL NOT BE LIABLE TO CUSTOMER, DESIGNATED USER, CARRIER AND THE RESPECTIVE USERS OR ANYONE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER SHIPPEO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER BASED ON OR UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO (i) THE USE OR THE INABILITY TO USE THE TOOLS, PLATFORM, SERVICES AND SHIPPEO CONTENT, OR ANY ERRORS, OMISSIONS, OR INACCURACIES IN ANY CONTENT AVAILABLE THROUGH THE TOOLS, PLATFORM, OR SERVICES; (ii) THE CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) THE PERFORMANCE OF THE TOOLS, PLATFORM, OR SERVICES; (iv) THE THIRD-PARTY SERVICES; (v) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER DATA, CONTENT, OR PERSONAL INFORMATION; (vi) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE TOOLS, PLATFORM, SERVICES AND SHIPPEO CONTENT; OR (vii) ANY OTHER MATTER RELATING TO THE TOOLS, PLATFORM, SERVICES AND SHIPPEO CONTENT.

IN NO EVENT SHALL SHIPPEO’S TOTAL LIABILITY TO ANY CUSTOMER (INCLUDING ALL OF ITS USERS) IN CONNECTION WITH THE TOOLS, PLATFORM, SERVICES AND SHIPPEO CONTENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED 100% OF THE TOTAL AMOUNT INVOICED TO THE CUSTOMER UNDER AN ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE UPON WHICH THE CLAIM AROSE.   

IN NO EVENT SHALL SHIPPEO’S TOTAL LIABILITY TO ANY CARRIER (INCLUDING ALL OF ITS USERS) IN CONNECTION WITH THE TOOLS, PLATFORM, SERVICES AND SHIPPEO CONTENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE SUM OF USD 6.000.

10. GENERAL PROVISIONS

10.1 Confidentiality

Each Party agrees not to disclose to third parties any Confidential Information of any other Party that is obtained in respect of or in connection with the negotiations prior to the signing of the Terms of Use, as well as in respect of the performance of the Terms of Use 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. 

Each Party agrees to comply with the following requirements with respect to the Confidential Information of any other Party:

• keep the Confidential Information strictly confidential and treated with the same concern for precaution and protection as it gives to its own confidential information of the same type;
• disclose the Confidential Information only to the members of its personnel with a need to know, or to the service providers placed under its direction which shall be used by them, only to the extent necessary in order to exercise the rights granted to such Party or perform the obligations assigned to such Party under these Terms of Use, a Transportation Order (as between Carrier and Customer), or an Order Form (as between SHIPPEO and Customer);
• use such Confidential Information, for any other purpose without the prior written consent of the other Party;

not copy, reproduce or duplicate, such Confidential Information in whole or in part, where such copies, reproductions or duplications are not reasonably necessary for the purposes set forth above.

Notwithstanding the foregoing, the restrictions on use and disclosure of Confidential Information set forth above will not preclude disclosures required by applicable law; provided, however, that (i) prior to disclosing any Confidential Information of the disclosing Party pursuant to a subpoena, court order, or other legal requirement, the receiving Party will, to the extent permitted by applicable law, notify the disclosing Party of such requirement, and permit and provide reasonable cooperation with the disclosing Party in taking such steps as the other Party reasonably deems appropriate, at the expense of the Party seeking to protect the material, including obtaining a protective order, consistent with applicable law, to minimize any loss of confidentiality and protect the disclosing Party's interests in such disclosed material; and (ii) the receiving Party shall thereafter disclose only the minimum information required to be disclosed in order to comply with such applicable law.

Each Party shall ensure that its respective personnel and service providers, including any Users, comply with the restrictions set forth in this Section 10, and each Party shall be liable for any breach of this Section 10 by its personnel and service providers. 

The confidentiality obligations set forth in this Section 10 will continue for a period of five (5) years following the termination or expiration of the Terms of Use and/or the Services for any reason whatsoever.

10.2 Suspension of Services

SHIPPEO reserves the right to suspend, without notice and without liability, access to the Services, the Platform, and/or the Tools for all or some of the Users, and in particular to disconnect or terminate Accounts, where non-compliance with these Terms of Use is suspected or where Access Codes may have been compromised, or where SHIPPEO has reason to believe that a User is using of the Services in a manner detrimental to SHIPPEO or to third parties or that is contrary to the principles of morality, public order or legal and regulatory provisions.  

10.3 Subcontracting, Assignment

User may not assign or transfer these Terms, or any of its obligations or rights received under these Terms of Use, in whole or in part; and any attempt to do so shall be null and void. SHIPPEO reserves the right to freely assign and transfer these Terms of Use and to subcontract its obligations hereunder to one or more third parties, without any requirement of notice or consent to any other Party.

10.4 Force Majeure

Any delay in the performance of any duties or obligations of either party, except the payment of money owed, will not be considered a breach of these Terms of Use (or, as applicable, any Order Form) to the extent such delay is caused by a labor dispute, shortage of materials, fire, earthquake, epidemic, flood, act of terrorism, or any other event beyond the reasonable control of such party.

10.5 Trade Reference

SHIPPEO may use the name, trade name, trademarks and trade visual(s) (logo(s)) of either the Customer or the Carrier 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 concerned Party.

SHIPPEO grants the Customer and the Carrier the right to use its emblems, including the name of the application, in accordance with SHIPPEO's then-current trademark usage guidelines and in the form provided by SHIPPEO, solely for the purpose of promoting SHIPPEO’s Platform, Tools and Services to third parties, and subject to prior written notice. 

10.6 Export Controls

Users may not use or otherwise export or re-export the Services, Platform, or Tools except as authorized by United States law and the laws of the jurisdiction in which the Services, Platform, or Tools were obtained or accessed. In particular, but without limitation, the Services, Platform, and Tools may not be exported or re-exported (i) into any U.S.-embargoed countries or (ii) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List.

10.7 U.S. Government Rights

The Platform, Tools, Database and all related documentation and services are classified as a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if User or its employing organization are an agency of the U.S. Government or any contractor therefor, User only receives those rights with respect to the Platform, Tools, Databases and such related documentation and services as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

10.8 Severability

If one or more of the provisions of the Terms of Use is annulled or declared as such pursuant to any law, regulation or definitive decision of a competent court, the remaining provisions shall remain in full force and effect. 

10.9 Interpretation

For purposes of these Terms of Use, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms of Use as a whole.

10.10 Relationship of the Parties

Customer’s, Designated User’s and Carrier’s relation to SHIPPEO is that of independent contractors, and no Party is an agent, employee, or partner of the other. Customer, Designated User and Carrier do not and will not have, and will not represent to any third party that it has, any authority to act on behalf of SHIPPEO.

10.11 Entire Agreement

These Terms of Use, any applicable Order Form, and the Privacy Policy constitute the entire agreement between each User and SHIPPEO with respect to the Services, Tools, and Platform and supersede all prior or contemporaneous understandings regarding such subject matter.

10.12 Notice

SHIPPEO may provide any notice to Users under these Terms of Use by (i) sending a message to the e-mail address associated with its Administrator Account or (ii) posting to the Platform. Notices sent by e-mail will be effective when sent by SHIPPEO the e-mail, and notices provided by posting will be effective upon posting. To give SHIPPEO notice under these Terms, Users must contact us as follows: (1) by email transmission to or legal@shippeo.com; or (2) by personal delivery, overnight courier or registered or certified mail to Shippeo – Legal 60,62 rue d’Hauteville 75010 Paris. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

10.13 Waiver

SHIPPEO’s failure to enforce any of the rights and remedies available to SHIPPEO with respect a User’s breach of these Terms of Use shall not constitute a waiver of such breach nor of any prior, concurrent, or subsequent breach of the same or any other provision of these Terms of Use.

10.14 Applicable Law and Jurisdiction

These Terms of Use and the rights and obligations of the Parties with respect to the Services shall be governed by and construed in accordance with the laws of the state of New York, without giving consideration to principles of conflicts of laws.  The parties shall attempt in good faith to resolve any dispute arising out of these Terms of Use or the Services.  Any action, suit, or proceeding arising out of or related to these Terms of Use or the Services shall be filed, if at all, in the federal district court in the Southern District of New York, New York, to the exclusion of the courts of any other state, country or jurisdiction.  The Parties irrevocably consent to the personal jurisdiction over each of them of such court.  Any action to enforce any judgment of such court may be instituted in any other forum that has jurisdiction over the Parties.  

Date of the latest modification: June 9, 2022