This agreement ("Agreement") is made by and between Waterfront Logistics LLC ("Service Provider" or "Waterfront Logistics") and users ("you" or "Customer") of Waterfront Logistics's proprietary software platform and related products (collectively, the "Service"). This Agreement, together with any Waterfront Logistics Purchase Order forms (which, when executed by Customer shall become part of this Agreement), govern your use of the Service.
By accessing or using the Service, you agree to be bound by this Agreement.
During the contracted Term of this Agreement, you are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Service for your internal business purposes, subject to the terms of this Agreement. You shall not modify, reproduce, resell, create derivative works based on, or distribute the Service to any third party without the express written consent of Waterfront Logistics.
The Service and all intellectual property rights related to it are owned by Waterfront Logistics or its licensors. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or proprietary information concerning the Service provided unless expressly permitted by applicable law notwithstanding this limitation.
The Service is provided 'as is' and 'as available' without any warranty of fitness for a particular purpose. Waterfront Logistics makes no representations or warranties of any kind, express or implied, regarding the Service or its operation. Waterfront Logistics expressly disclaims all warranties, including but not limited to any implied warranties of merchantability, fitness, or non-infringement.
You expressly agree that Waterfront Logistics may compile, collect, and aggregate fully de-identified usage data derived from Customer's use of the Service ("Aggregated Data") to enhance the performance, functionality, and security of the Service, develop new services, and for other business purposes. Usage data shall not include any underlying proprietary, private, or otherwise sensitive information belonging to the Customer.
Customer hereby expressly agrees that Waterfront Logistics may exploit, share, and publish Aggregated Data for any business purpose, including but not limited to, comparative analysis, predictive modeling, and industry benchmarking, without requiring further consent from Customer. Customer hereby grants Waterfront Logistics a perpetual, irrevocable, worldwide, royalty-free license to use the Aggregated Data for the aforementioned purposes.
You agree to indemnify, defend, and hold harmless Waterfront Logistics, its affiliates, and their respective shareholders, officers, directors, employees, and agents from any third-party claims, demands, liabilities, costs, or expenses arising from your use of the Service or violation of this Agreement.
Waterfront Logistics shall defend, indemnify, and hold harmless the Customer, its officers, directors, employees, and agents, from and against any claims brought by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates such third party's intellectual property rights.
If the Service becomes, or in Waterfront Logistics's opinion is likely to become, the subject of an infringement claim, Waterfront Logistics may, at its sole option and expense obtain the right for Customer to continue using the Service; replace or modify the Service to make it non-infringing; or if neither of the aforementioned options are reasonably practicable, terminate this Agreement with respect to the infringing Service and refund any prepaid, unused fees for the Service.
In no event shall Waterfront Logistics or its affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenues, lost data, or business interruption, arising from your use of the Service or in connection with this Agreement, even if Waterfront Logistics has been advised of the possibility of such damages.
You have the option to connect third-party platforms within the Service, which are governed by their own respective terms and privacy policies.
By opting to enable and use any third-party service integration, you acknowledge and agree to comply with the terms and policies governing such third-party service. Waterfront Logistics is not responsible for the privacy practices, content, or availability of third-party services integrated with the Service, nor shall Waterfront Logistics be liable for any claims or losses of any kind in connection with your use of such third party services in connection with the Service.
Your license to use and access the Service pursuant to this Agreement shall last for three (3) years (the “Term”) unless otherwise stated in your Purchase Order. The Term shall automatically renew for successive one (1) year periods unless terminated in writing at least sixty (60) days prior to the expiration of the applicable Term. Any termination in accordance with this paragraph shall take effect upon the natural expiration of the applicable Term.
Either party may terminate this Agreement at any time prior to the expiration of the Term if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Any termination in accordance with this paragraph shall take effect on the thirty first (31st) day after notice of breach was tendered provided the breach has not been cured at that time.
Upon termination of this Agreement or termination of your access to the Service, your right to access and use the Service shall immediately cease. Any outstanding fees shall become due and payable. Upon termination of this Agreement for any reason, all provisions of this Agreement that by their nature should survive termination shall survive termination, including but not limited to, provisions regarding ownership, confidentiality, indemnity, disclaimer of warranties, limitation of liability, and any other provisions which by their nature are intended to survive termination.
These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, United States, without regard to its conflict of law provisions.
Any dispute, controversy, or claim arising out of or relating to this Agreement or your use of the Service, including the breach, termination, or validity thereof, shall be settled by arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator selected in accordance with the JAMS rules. The location of the arbitration shall be Raleigh, North Carolina, unless mutually agreed otherwise by the parties. The arbitrator's decision shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. Each party shall bear its own costs and expenses related to the arbitration, including attorneys' fees and JAMS fees, unless otherwise determined by the arbitrator.
Nothing in this arbitration agreement shall prevent either party from seeking injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights or confidential information.
The parties hereby waive any right to a trial by jury in connection with any arbitration or litigation arising out of or related to this Agreement.
This dispute resolution and arbitration provision shall survive the termination or expiration of these Terms.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Waterfront to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
These Terms constitute the entire agreement between you and Waterfront regarding the use of the Service, superseding any prior agreements between you and Waterfront relating to your use of the Service. These Terms may only be modified by a written amendment signed by an authorized executive of Waterfront, or by the posting by Waterfront of a revised version.
Waterfront Logistics may update the terms of this Agreement from time to time. Your continued use of the Service constitutes acceptance of such updated terms.
Waterfront Logistics is committed to providing reliable and prompt support for our Service, guaranteeing a response time of one business day for any submitted issues within our business hours of 9 am - 5 pm Central Time, Monday through Friday, excluding standard U.S. holidays. Issues must be submitted via the official channels provided to you upon commencement of your Service. Specific uptime guarantees and associated service credit reimbursement, reflecting our commitment to service availability, should be negotiated and outlined within each individual Purchase Order between Waterfront Logistics and the Customer.
Waterfront Logistics endeavors to ensure the accuracy and reliability of information processed by the Service. However, given the complexity of data gathering, retrieval, and synthesis, Waterfront Logistics cannot guarantee the accuracy of all information or outputs generated. We recommend that all outputs and insights derived from the Service be reviewed for accuracy by knowledgeable stakeholders within or outside your organization.