Customer – An individual or company who has signed up for an account to use the software services provided by the Seller.
Seller – Transporters.io, a trading name of Transporters International Limited, registered company #2400071 in the jurisdiction of Hong Kong.
Software Services – A web based, Software as a Service solution currently known as “Transporters.io” that facilitiates Transport providers to streamline and manage their business operations.
System – A single instance of the software solution provided by the seller to the customer under this agreement.
Customer Data – Any information or data that the customer enters into their own system, either directly or via the customer’s own customers, staff or suppliers.
Effective Date – “Effective Date” is the date on which the Customer first signed up to use the system.
Package Level – The package that the customer is subscribed to which affects the prices, features and services levels provided. Current package levels are “Standard” and “Professional” but are subject to change at any time without notice. “Enterprise” level is covered under a separate agreement.
2. Service Agreement
The customer agrees to adhere to this agreement from signing up on the effective date.
2.1 Use Rights
- The seller grants the customer non-exclusive rights to use the software services from the effective date for as long as this agreement stays in force.
- The Software Services is currently provided with no limits on the number of bookings, journeys, customers, suppliers, staff users, invoices or payments that may be added, however the seller reserves the right to apply new limits and service levels at a later date.
- Certain features that are documented as “Professional” only are not available under the “standard” package level.
2.2 License Use Restrictions
- Customer shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder
- Customer agrees not to conduct any illegal activity through the system, either directly or indirectly.
- No Sensitive Data; Customer Responsibilities. Customer acknowledges that the System is not intended for use with protected health information under HIPAA, credit card numbers, financial account numbers, or other similarly sensitive personal information, and that Customer assumes all risk arising from use of any such sensitive information with the System, including the risk of any inadvertent disclosure or unauthorized access thereto. Customer is responsible for ensuring that Customer and Customer’s Users use of the System is in compliance with all applicable laws and governmental regulations and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations.
- Technical support The Seller provides technical support at differing levels depending on the the customers package level.
“Standard” package level users are entitled to the following.
- Community forum support
- Helpdesk ticket support
- In app support
- Email support
For “professional” package level
- All support provided in “Standard” package
- Telephone support
- Error Correction. For “professional” package levels the Seller shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as is possible using its reasonable efforts during The Seller’s normal business hours. Customer shall provide such access, information, and support as The Seller may reasonably require in the process of resolving any Error. This paragraph is Customer’s sole and exclusive remedy for Errors.
- Backups The seller will conduct regular backups of all key system data including databases and system files. The seller will ensure that all reasonable measures and industry best practices are taken to avoid any loss of data occurs during the term of this agreement, providing that the loss of data does not occur as a result of the customers own actions.
While backups are taken for “standard” package levels, customers under this level agree not to hold the seller responsible or liable for taking backups.
For both “standard” and “professional” package levels, reasonable charges may be imposed for restoring backups.
- Disaster Recovery In the event of a significant failure to the systems, the seller will take all reasonable measures to ensure that the Customer can gain access to their system in the shortest possible timeframe.
Recovery shall be prioritised in the order of “Enterprise”, “Professional” and lastly “Standard” package levels.
- Support Exclusions. The Seller is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by:
- the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the System or its operating environment;
- any failure or defect of Customer’s or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of The Seller’s firewall);
- Customer’s use of the System other than in accordance with the System’s documentation; or
- a Force Majeure Event.
2.4 Financial Terms
- Service Fees – In return for the products, services and use rights provided by the Seller to the Customer hereunder, Customer shall pay to the Seller the fees in the amount set forth on the pricing page. For “Standard” package level there is currently no charge.
- Payment Terms – The seller charge the customers credit card, debit card, paypal account or alternative payment method on the monthly recurring renewal date. Should payment fail for any reason the seller shall continue trying to take payment for 7 days after which the seller retains the right to suspend or terminate access to the software services.
- Usage fees – Certain aspects of the system may involve additional usage fees, including but not limited to SMS messages, Voice phone calls and 3rd party accounting solutions. These items will be advised of fees separately and will be chargeable in addition to the service fees
- Pricing Changes – Any changes in Pricing for the service fee’s will be notified via email and the new prices shall take effect on the next billing cycle. For usage fee’s changes may take place immediately as changes may be beyond the seller’s control.
2.5 Global Booking Engine
- Integration – The Software services may be integrated later into a global booking engine providing an inbound stream of bookings through 3rd party partners directly into the Customer’s System. When available this will be an opt-in option.
- Membership – Membership and involvement of the global booking engine being developed by the Seller shall be under separate terms to this agreement and this agreement provides no guarantee of approval or ongoing membership of the global booking engine. Additional application and review procedures apply.
- Fees – Additional fees and/or commissions may be charged for usage of the Global Booking Engine that will be agreed and managed under separate terms.
3 Term and Termination
- Ongoing Renewal This agreement will continue to extend monthly until a party notifies the other party at least 30 days in advance of its intention to terminate.
- Termination for Cause. The seller may terminate this Agreement for cause upon written or email notice to the other party:
- if the customer fails to pay the seller any delinquent amounts owed hereunder within 10 days of payment being due
- immediately upon any breach of any confidentiality obligations owed to the seller;
- if the customer has committed any other material breach of its obligations under this Agreement and has failed to cure such breach within 30 days of written notice specifying in reasonable detail the nature of the breach (or, if such breach is not reasonably curable within 30 days, has failed to begin and continue to work diligently and in good faith to cure such breach); or
- upon the institution of bankruptcy or state law insolvency proceedings against the customer, if such proceedings are not dismissed within 30 days of commencement.
- Obligations Upon Termination. Upon termination of this Agreement:
- provided that Customer has paid all amounts owed to the Seller hereunder, and that the customer surrently subscribes under the “professional” package level, the Seller shall, upon written request provide a full data export of the Customers own data from the Software System;
4. Intellectual Property
4.1 Software Services
- The software Services remain the intellectual property of the seller and the customer has no rights to claim ownership of the software services.
- The source code of the Software Services are the private intellectual property of the seller and are not included in the rights offered to the seller.
4.2 Customer Data
- The customer’s data shall remain the intellectual property of the customer who owns all rights, title and interest to this data. The customer hereby grants the seller a non-exclusive, non-transferable, non-sublicensable right and license to use, copy, transmit, modify and display the customer’s data solely for the purposes of customer’s use of the system. The seller shall not use the Customer Data except to improve the System and as necessary to perform its obligations hereunder.
- Confidential Information.”Confidential Information” means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (ii) thirdparty information that Customer or The Seller is obligated to keep confidential; (iii) the material terms and conditions of this Agreement; and (iv) any nonpublic information relating to any activities conducted Hereunder.
- Exclusions. Notwithstanding the above, the term “Confidential Information” does not include any information that is either: readily discernible from publiclyavailable products or literature; or approved for disclosure by prior written permission of an executive officer of the disclosing party.
- Use of Confidential Information. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and, except as authorized in this Agreement, it shall not disclose the Confidential Information to any other persons without the disclosing party’s express written authorization.
- Required Disclosures. A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.
- Return of Information. Except as set forth otherwise in the specific provisions concerning Customer Data set forth in Section 3 above, if a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.
- Survival. The parties hereto covenant and agree that this Section 5 will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.
5. Service Level Commitments
The “standard” and “professional” package levels come with no service level commitments from the seller. Customers on “standard” and “professional” package levels agree to indemnify the seller of any liability or damages due to unavailability of the system.
Customers wishing to receive a guaranteed service level commitment are required to sign up to the “Enterprise” package level under the separate agreement.
EXCEPT FOR THE LIMITED SERVICE LEVEL COMMITMENTS SET FORTH IN SECTION 5, THE SELLER MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SYSTEM. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THE LIMITED SERVICE LEVEL COMMITMENTS IN SECTION 8(A), THE SELLER DISCLAIMS ANY WARRANTY THAT THE SYSTEM, THE SERVICES PROVIDED BY THE SELLER, OR THE OPERATION OF THE SYSTEM ARE OR WILL BE ACCURATE, ERROR FREE OR UNINTERRUPTED. THE SELLER MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.