Company does not directly provide any products or services other than making the Services available. Company does not endorse or recommend the products or services of any particular company or individual. Company is not Your agent. Company shall not be liable in any way for the condition of any product, the performance of any service or any other action taken by any third party. You agree that Company shall not be liable for any damages or costs of any type arising out of or in any way connected with any relationship initiated or any information learned through any of the Services. Users of the Services are solely responsible for independently verifying the background, reputation, mission statement and credit-worthiness of those parties with whom they enter into, or with whom they prospectively will enter into, a transaction or engagement.
Further to your release above, in the event of any controversy or dispute regarding any transaction or engagement conducted through use of the Services (a “Dispute”), you hereby release Company, its affiliates and subsidiaries, and their respective directors, managers, officers, employees, agents, equity holders, successors and assigns (the “Released Parties”), and each of the foregoing, from any and all manner of action, claim or cause of action or suit, at law or in equity, and from any and all losses, damages, costs or expenses, including without limitation court costs and attorneys’ fees, which you may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a Dispute. If you are a California resident, you hereby waive your rights under Section 1542 of the California Civil Code, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Company expressly reserves the right to discontinue, suspend or terminate the offering of one or all of its Services at any time.
2. License. Company hereby grants You a non-transferable, non-exclusive, revocable, limited license to access and use the Services, on a hosted software-as-a-service basis, as made available from time to time during the Term (as defined below) solely for the Purpose. Company may, from time to time, update or modify the Services, release new versions of any portion of the Services or create new modules related thereto, each of which may, at Company’s discretion, be included within the license described above. You shall not be permitted to sublicense or transfer any of Your rights hereunder including, without limitation, access to the Services.
3. Certain Restrictions. You shall not directly or indirectly copy or reproduce all or any part of the Services, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Services solely for their intended purposes and shall not use the Services for the benefit of any third party except as specifically contemplated under this Agreement. You shall not use the Services to post, transmit, convey, submit, distribute, store or destroy any content, data, personal information, photographs, descriptions, drawings, content, audio materials, text, messages or other information (collectively, “Posted Information”): (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) that is false, misleading or inaccurate in any way; (f) that is inappropriate or pornographic in any way; or (g) in violation of any acceptable use policy or other policy posted at the Website from time to time. You shall not violate or attempt to violate the security of any portion of the Services. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Services, including, without limitation, any of the Software. You shall defend and indemnify Company, at Your sole cost and expense, from and against any claims, damages, liabilities and/or expenses arising out of Your breach of any of Your obligations or representations set forth in this Section 3. For purposes of clarity, You should not, under any set of circumstances, provide any false information or otherwise seek to obtain any user name or password to access any of the Services (i) for purposes of competing with the Company, or (ii) for any purpose other than to use the Services for their intended purposes.
4. Certain Responsibilities and Acknowledgments. You shall be solely responsible for: (i) all Posted Information you post through or within the Services; (ii) ensuring that all Posted Information is accurate; (iii) complying with all applicable laws, rules and regulations at all times; and (iv) maintaining all passwords and access codes to the Services, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Services. You acknowledge that once a message, content or any Posted Information is submitted or posted through the Services, You may not be able to withdraw or delete it.
5. Company Rights. Company shall be entitled, at its sole discretion, to: (i) remove or cancel any Posted Information that Company deems to be offensive, illegal, inaccurate, contrary to any agreement or contract or inappropriate in any way, and Company shall not be liable to You or any other party on account of any such decision; (ii) review all Posted Information to ensure that it complies with all applicable rules and policies; or (iii) suspend, restrict and/or terminate, without notice of any kind, Your access to the Services for any reason. Notwithstanding the foregoing, Company shall not be required to review or monitor any Posted Information entered into the Services or otherwise posted by You in connection with the Services, and You shall be solely responsible for the veracity and accuracy of all such data, content and information.
6. Term and Termination. This Agreement shall continue in full force until the earlier to occur of (i) either party providing written or electronic notice of termination to the other party (at which point You shall no longer be entitled to access the Services), or (ii) Company electing, in its sole and absolute discretion, to terminate Your access to the Services, with or without notice (the “Term”). Upon termination of this Agreement for any reason, You shall no longer be entitled to access or use the Services. In addition to the foregoing, in the event that Company determines, in its sole and absolute discretion, that You have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, breached any Company policy in effect from time to time or otherwise failed to perform to the standards required of Company, Company shall be entitled, at its discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to the Services, in each of the foregoing cases at any time and for any period of time. Company shall not be responsible for the return of any Posted Information of any kind to You upon any termination of this Agreement or suspension of Your access to the Services, including without limitation any information input into the Services by You. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall survive any termination of this Agreement.
7. Intellectual Property. All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between You and Company, You shall be deemed to be the sole owner of all Posted Information entered into the Services; and (ii) Company is the sole owner of the name “FourKites”, as well as the Website, the Software and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to Company regarding the Services shall, upon submission to Company, be owned solely and exclusively by Company. You acknowledge and agree that the applicable supplier(s) of any third party software, music, videos and/or content included within the Services shall own all worldwide rights, title and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers’ license of such materials to Company. In exchange for Your use of the Services, You hereby grant to Company an unlimited, perpetual, irrevocable, fully-paid, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, commercially exploit, repurpose, perform and display any and all Posted Information You post within the Services, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees.
8. Confidentiality. You agree to treat as confidential all confidential information of Company, not to use such confidential information for any purpose other than to the limited extent necessary to use the Services and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, You shall use at least the same degree of care which You use to prevent the disclosure of Your own confidential information of like importance to prevent the disclosure of confidential information disclosed by Company, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice.
9. General Disclaimers.
No Warranties. Except as explicitly set forth herein, neither Company, its affiliates, subsidiaries or any of such party’s equity holders, directors, managers, officers, employees, agents, suppliers, licensors nor the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Services will be error-free, (c) as to a minimum level of uptime for the Services, (d) as to the condition, utility or potential uses of any product or service listed as part of the Services, (e) as to the accuracy or timeliness of any information posted within the Services, or (f) as to the results that may be obtained by You by using any of the Company’s services. You agree and acknowledge that the Services are licensed and/or provided hereunder on an “as is” basis. In addition, You hereby agree and acknowledge that: (i) Company shall not be responsible for any actions taken by any other party using the Services or reviewing any of Your Posted Information; (ii) Company does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) Company is not responsible for any other party’s compliance with applicable laws, rules or regulations (including, without limitation, any licensing requirements); (iv) Company’s services are administrative in nature and Company is not responsible for verifying the accuracy or veracity of any Posted Information; (v) You are solely responsible for taking all precautions necessary to maintain the safety of your person in connection with the use of any products or services; and (vi) the Services may not function properly or as intended at times.
Unavailability of Services. You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Services. While it is Company’s objective to make the Services accessible at all times, the Services may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Services may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of Company, access to the Services may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, Company shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You. YOU AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICES AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE SERVICES.
10. Limitation on Liability. COMPANY SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SERVICES, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN ANY EVENT, COMPANY’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED $50 IN THE AGGREGATE.
11. Force Majeure. Company shall not be liable to You for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.
12. General Terms. The following terms and conditions govern general use of the Website and, in certain instances, the other Services:
You agree to abide by all restrictions displayed within the Services, as and when they are updated from time to time, including, without limitation, the rules in this Section 12. Company reserves the right to remove any content You post within the Services, block the sending of any inquiry or other content Company deems inappropriate in its sole discretion, and may terminate all access to the Services at any time in its sole discretion for any or no reason. While Company reserves the right to monitor all postings and/or content posted within the Services, it has no obligation to do so.
Permitted Uses. You may use the Services only in good faith for the purposes described herein. You may download and print out portions of the content from the Services for non-commercial purposes provided that You follow the rules in this Agreement. You may not use the Services to promote another business or commercial venture.
Distribution. Except as expressly permitted under other provisions of this Agreement, You may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Services, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, in whole or in part, for any purpose.
Derivative Works. You may not create compilations or derivative works of the Services, the Website or Software content or any other materials from the Services.
Infringement. You may not use the Services or any other materials from the Services in any manner that may infringe upon any copyright or other intellectual property right, proprietary right, or property right of Company or any third party.
Information Distribution. You may not use the Services or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to You on or through the Services to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information, that:
contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals;
includes any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements;
You are restricted from using under any law;
infringes upon the intellectual property rights of any third party; or
contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.
Other Prohibited Uses. You may not use the Services for any purpose that:
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or otherwise violates Company’s rules or policies;
victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law;
invades any person’s or entity’s privacy or other rights;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of Company, or falsely states, implies, or otherwise misrepresents Your affiliation with a person or entity by, for example, pretending to be someone other than You or pretending to represent a company or organization that You are not affiliated with or authorized to represent; or
could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
Others’ Personal Information. You may not knowingly solicit or collect personal information from a child 12 years old or younger without appropriate prior verifiable parental consent.
Harm to Minors.You may not take any action in connection with the Services to harm minors in any way.
SolicitationYou may not use the Services in a manner that violates any state or federal law regulating commercial e-mail, facsimile transmissions or telephone solicitations.
The Services and content therein may contain and/or provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, recommendations, statistical data, text, software, music, routines, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Services (“Third Party Content”) that may include content You find to be offensive, indecent or objectionable. The third party from whom any such Third Party Content originates is solely responsible for it and Company assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Company has no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Company expressly states in writing to the contrary, Company neither endorses nor adopts as its belief any such statements. Company may provide information in articles Company posts or links to through the Services only for educational and general informational purposes and not as professional advice. Company has made no attempt to verify any information contained in any such articles.
As a convenience to You, the Services may contain links to websites that are owned and operated by third parties that are not affiliated with Company. When You uses these links, You will leave the Website and Company will have no ability to protect Your interests. You visit linked websites at Your own risk and it is Your responsibility to take any protective measures to guard against viruses and other destructive elements. Company is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.
If You believe that Your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Company’s Agent for Notice with the following information in English (Your “Notice”):
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that You claim has been infringed;
a description of where the material that You claim is infringing is located within the Services;
Your address, telephone number, and email address;
a statement by You that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which Company has disabled access, Company may forward a copy of a valid Notice including name and email address to such individual or entity. Company’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By email: firstname.lastname@example.org
Copyright Agent: Matt Elenjickal, 6033 N Sheridan Rd, #29G, Chicago, IL, 60660
14. Miscellaneous. Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Illinois, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this or any Services shall be resolved in the appropriate Federal or state court located solely and exclusively in Cook County, Illinois. You hereby consent to exclusive jurisdiction in Illinois, and agree not to raise any defense of forum non conviens or any similar defense. The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, agent, employee or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by You without Company’s prior written consent. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.
“Utilizing FourKites’ ability to provide real-time, continuous location tracking, predictive analytics, interactive mapping and other features will allow JDA to continue to deliver unmatched transportation planning and execution capabilities for our customers.”- Fabrizio Brasca – JDA
“With its unprecedented growth and an overwhelming amount of industry recognition, FourKites is leading the movement for supply chain visibility. The company has already achieved so much in such a short amount of time and shows no signs of slowing down. There’s great potential to leverage my skills to help FourKites continue growing and reach its goal of enhancing the enterprise supply chain experience.”- Jai Shekhawat, founder and former CEO of Fieldglass
“After carefully evaluating many freight visibility platforms, it became abundantly clear that FourKites provides the most robust capabilities for Ryder’s NaviShare solution. FourKites has emerged as the leader in real-time freight visibility that will ultimately help our customers lower costs and improve supply chain efficiencies.”- Gary R. Allen – Ryder
“FourKites has effectively differentiated itself from competitors by moving from ‘dots on a map’ to a fully actionable supply chain visibility solution. FourKites fills the blind spots in freight visibility, and provides orchestration tools that put the company miles ahead of its competition.”- Silpa Paul – Frost & Sullivan
“Freight visibility and true, actionable visibility has long been a priority for us. We chose FourKites because they’ve proven to provide the breadth and depth of capabilities that give us a ‘control tower’ view we need for our customers and our business.”- Jeff Kanterman – NFI
“We are very excited to announce the integration of the FourKites shipment tracking services. The service adds a new option to the existing methods currently available to MercuryGate clients to obtain the reliable status of their shipments down to the SKU level.”- Monica Wooden – MercuryGate
“FourKites has helped us improve the visibility of the freight we manage on our dedicated assets and with carrier partners and provide the real-time estimated time of arrival information our customers need.”- Marty Wadle – Ruan Transportation Management Systems