Carrier Marketplace Terms & Conditions
These Carrier Marketplace Terms and Conditions ("Terms") govern your (“You” or “Your”) use of the Carrier Marketplace made available by E2open, LLC, through its wholly-owned subsidiary, BluJay Solutions, LLC (formerly BluJay Solutions, Inc.), on behalf of itself and its affiliates (“Company”). Subject to Your compliance with these Terms, including all payments required, You will be able to access and use the Services set forth below. The parties have not relied upon any promises, representations, warranties, agreements, covenants, or undertakings, other than those expressly set forth in these Terms.
IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO SUBSCRIBE TO THE CARRIER MARKETPLACE. THESE TERMS ARE SUBJECT TO CHANGE FROM TIME TO TIME BY COMPANY WITH THE MOST RECENT VERSION POSTED AT https://marketplace.e2open.com/ (the “Marketplace”).
Company grants You the right to access and use the Services provided under these Terms. “Services” means the integration of carriers to Company’s proprietary Transportation Management software (the “Software”) to enable You to use the Software to communicate with Company’s customers with whom You have contracted to perform carrier services (“Shippers”). Your specific selection of program and volume limitations is available on the Marketplace (“Order Details”).
For Carrier Web Connect+, the following applies:
Company will deliver Your quarterly Scorecard to the email address associated with the primary contact username in the Software. You are responsible for maintaining the primary contact username while using the Services. Company will support the Services hereunder consistent with Company’s standard support services terms which will be provided upon request.
For Carrier eConnect, the following applies:
In addition to services provided with Web Connect+, eConnect also includes:
In order for Company to provide the Services, You must provide an integration point of contact who is responsible for:
Company will provide You with a form (the “Program Form”) at the start of the implementation process which must be completed and returned for Company to implement the EDI Services. Failure to provide a completed Program Form will result in delayed access to the Services.
Integration Fees are additional, on a per-SCAC basis for the Software. The EDI Integration Fee includes the following:
Additional terms:
For Carrier eConnect+, the following applies:
In addition to services provided with eConnect, API connectivity includes 5 API offerings: Truckload Rate Quoting, LTL Rate Quoting, Spot Market, Communications, and Billing.
Company will provide You with a form (the “Program Form”) at the start of the implementation process which must be completed and returned for Company to implement the EDI & API Services. Failure to provide a completed Program Form will result in delayed access to the Services.
Integration Fees are on a per-API and per-SCAC basis for the Software. The API Integration Fee includes the following:
For Carrier LTL Connect, the following applies:
In addition to services provided with eConnect, API connectivity includes 4 API offerings: LTL Rate Quoting, Spot Market, Communications, and Billing.
These Terms commence on the date You sign up on the Marketplace for a period of 12 months. Services will automatically renew for successive 12-month periods unless canceled by either party upon no less than 30 days prior written notice prior to the commencement of the applicable renewal period.
Either party may terminate these Terms: (a) if the other party materially breaches any provision of the Agreement and the breaching party fails to cure such breach within 30 days after receiving written notice of such breach from the non-breaching party; or (b) effective immediately, in the event any assignment is made by the other party for the benefit of creditors, or if a receiver, trustee in bankruptcy or similar officer are appointed to take charge of any or all of such other party's property, or if a voluntary or involuntary petition under federal bankruptcy laws or similar state statutes is filed against the other party, or if it dissolves or fails to operate in the ordinary course. In addition, Company may terminate Your access to the Services if it is determined that an applicable regulation, including but not limited to the obligations referenced in Section 9.6, prevents Company from providing the Services to you.
In consideration of providing the Software and Services, You will pay the Annual Subscription Fee on the Order Details plus any Integration Fees owed (collectively, “Fees”). The Annual Subscription Fee is due and payable annually in advance. The Integration Fees are due in advance or as outlined in a mutually agreed statement of work. No Services will begin until the Fees are paid in full. All Fees are payable in U.S. Dollars and are non-refundable.
If You exceed the Annual Load Volume limitation set in the Order Details at any point during a subscription year, You will automatically move to the higher tier as stated on the Site and charged for the difference between the tiers prorated for the remaining portion of the year. The Fees for the next renewal year are based on the higher tier. Company reserves the right to increase its Fees prior to any renewal upon 45 days’ prior notice.
You will provide Company with an accurate physical address (i.e. not a PO box) for purposes of calculating any applicable taxes. You will pay or reimburse Company for all federal, state, local, sales, use, VAT, personal property, or other taxes, fees or duties arising out of the transactions of these Terms (other than taxes on the net income of Company) and any related penalties and interest associated therewith.
You may be charged interest at 1.5% per month on any undisputed invoiced amount You fail to pay within 30 days from the date of invoice, calculated from the invoice date. Interest will continue to accrue on all unpaid amounts until the point at which they are paid in full. If You have a good faith dispute on any invoice issued, You will promptly so notify Company of the basis of its good faith dispute.
Company reserves the right, upon written notice, to discontinue Your access temporarily or permanently to all Services if any payment not disputed in good faith is overdue by more than 30 days and Company is not responsible for any damages, losses, costs, and expenses caused by such discontinuation. Upon request, You will reimburse Company for any collection fees, including reasonable attorney fees, incurred by Company in enforcing its rights under these Terms.
“Confidential Information” means all documents, software, reports, data, records, forms, and other materials obtained by one party (the “Receiving Party”) from the other party (the “Disclosing Party”): (i) that have been marked as confidential; (ii) whose confidential nature has been made known by the Disclosing Party to the Receiving Party; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat such material as confidential. Each party acknowledges that Confidential Information constitutes valuable trade secrets, and each party agrees that it will use the Confidential Information of the Disclosing Party solely under the provisions of these Terms and the Receiving Party agrees that it will not disclose, or permit to be disclosed, the Disclosing Party’s Confidential Information, directly or indirectly, to any third party without the Disclosing Party’s prior written consent. Each party agrees to exercise due care in protecting the Confidential Information of the Disclosing Party from unauthorized use. Neither party bears responsibility for safeguarding information that it can document in writing: (a) is in the public domain through no fault of its own, (b) was properly known to it, without restriction, before disclosure by Disclosing Party, (c) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (d) is independently developed by Receiving Party without use or reference to Disclosing Party’s Confidential Information or (e) is required to be disclosed pursuant to a judicial or legislative order or proceeding in which case the Receiving Party will provide Disclosing Party with prior notice of the intended disclosure. In the event of an actual or threatened breach of the provisions of this Section, the non-breaching party is entitled to immediate injunctive and other equitable relief, in addition to all other remedies, without bond and without the necessity of showing actual damage. These confidentiality obligations will survive termination of the Agreement. You acknowledge that for aggregated, anonymous, non-personally identifiable information collected by Company from Carrier, Company may use such data to improve and enrich its database, create derivative works, and provide the results to customers through its products, including correlating and aggregating descriptive attribute data.
You will only use the Software and Services for the purpose set forth herein and in the Order Details. You will not yourself, or through any parent, subsidiary, affiliate, agent, or other third party decompile, disassemble, or reverse engineer any portion of the Software or Services or attempt to discover any source code or underlying ideas or algorithms of any Software or Services or modify or create a derivative work from the Software or Services any portion thereof. The use of robotic process automation (RPAs, or “bot” technology) or other third-party software to modify the Software, Services, and/or performance experience, or for any other purpose, is strictly prohibited without prior written authorization by Company. You and Your authorized users must comply with all applicable Company policies on Software use, including the usage of bots.
Company retains all right, title, and interest in and to all Intellectual Property in the Software and Services provided under these Terms, including without limitation any modification, enhancement, extension, or derivative work thereto. You acknowledge and agree that You receive no other rights or licenses to the Software or Services, derivative works, or any intellectual property rights related thereto, whether by implication, estoppel, or otherwise, unless otherwise expressly set forth herein. “Intellectual Property” means all patents, copyrights, trademark rights, trade secret rights, moral rights, and other industrial and intellectual property rights throughout the world pertaining to the Software and Services.
Company will indemnify and hold You harmless against any claim brought against You by a third party specifically alleging that the Services directly infringe a valid trademark, trade dress, or copyright of such claimant (an “IP Claim”), and Company will pay those costs and damages finally awarded or settled (upon settlement terms acceptable to Company) against You based on such IP Claim provided that: (i) You notify Company in writing no later than 30 days after becoming aware of such IP Claim but in no case later than reasonably required to prevent Company’s ability to defend such IP Claim from being prejudiced; (ii) Company has sole control of the defense and all related settlement negotiations and You do not make any admission or disclosure or otherwise take any action prejudicial to Company; and (iii) You provide Company with the assistance, information, and authority reasonably necessary to perform Company’s obligations. If a final judgment is entered against You on any such IP Claim, or if in Company’s reasonable opinion You are likely to become subject to a successful IP Claim, then You will permit Company, at Company’s option and expense, either to (i) modify the Services to be non-infringing while providing functionally equivalent performance; (ii) obtain for You a license to continue using the allegedly infringing Software; or (iii) terminate the Agreement and refund the unused portion of any prepaid Services fees. THE FOREGOING CONSTITUTEs THE ENTIRE LIABILITY OF COMPANY AND THE EXCLUSIVE REMEDY TO YOU FOR ANY INFRINGEMENT CLAIM.
Company retains ownership of all right, title, and interest in and to all comments, suggestions, or other feedback You provide relating to the Software and Services (collectively, “Feedback”). You are not required to provide Feedback. Feedback is provided “AS-IS” and Company may use Feedback at its own risk. You have no liability arising or resulting from or in connection with Company’s use of Feedback.
Company may (a) incorporate the data it collects from You into other works in any form, media, or technology (“Derived Works”) including, but not limited to, carrier score cards and the like, (b) use the data to improve and enrich its database, and (c) provide such Derivative Works to customers through its products, including correlating and aggregating descriptive attribute data. Company retains ownership of all right, title, and interest in and to the Derivative Works. Company may provide Derivative Works to other third parties that may use Derived Works for their business purposes, including but not limited to transportation operations and procurement.
Company warrants that the Services will be performed in a professional and skilled manner and in accordance with generally accepted industry standards for a period of ninety (90) days following delivery of the Services (the “Services Warranty”). Your exclusive remedy for damage or loss arising from breach of the Services Warranty is for Company to use commercially reasonable diligence to cure the non-conforming Service. Notwithstanding the foregoing, Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. Company will use reasonable efforts to provide advance notice of any scheduled downtime.
EXCEPT AS SET FORTH ABOVE, THE SERVICES AND SOFTWARE (IF ANY) ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS) RELATED TO THESE TERMS, EVEN IF THE NON-CLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF COMPANY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID UNDER THE AGREEMENT FOR THREE (3) MONTHS OF SERVICES. To the fullest extent permitted by applicable law, except for actions for nonpayment, no claim, suit, action, or proceeding relating to these Terms may be brought by either party more than 12 months after the cause of action has accrued.
You have read, understand, and willingly agree to these Terms and are entering into these Terms electronically by agreeing to the applicable Order Details.
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