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, 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 USE 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/carrier-marketplace-terms-and-conditions/ (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 create carrier entities and a single username in Software for You if You do not exist in Software. You can administer Your users in the Software on an ongoing basis. The Software allows Your users to collaborate with Shippers in the web portal for tendering, execution and settlement as needed.
For Carrier Web Connect+, the following applies:
In addition to services provided with Web Connect, Company will deliver Your quarterly carrier 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.
For Carrier eConnect, the following applies:
In addition to services provided with Web Connect+, eConnect also includes:
Option to subscribe to system alerts:
In order for Company to provide the Services, You must provide an integration point of contact who is responsible for:
(i) the creation, maintenance, and support of Your integration points with the Software;
(ii) research and resolution of integration anomalies throughout the term of the Agreement; and
(iii) ensuring data is accurate between Your system and the Software.
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.
You cannot send status updates or tender response transactions without first receiving the tender request transaction. Though invoice transactions are supported, not all Shippers are setup to receive them; therefore, any invoice transactions You send regarding a load for a Shipper who is not setup to receive invoice transactions will fail.
Company will support the Services hereunder consistent with Company’s standard support services terms which will be provided upon request. Company EDI guidelines are subject to change from time to time with or without notice. You may upgrade to a newer version of a given transaction type as it becomes available. Version upgrades are subject to incremental implementation fees, as are any post-production configuration changes.
Integration Fees are additional, on a per-SCAC basis for the Software.
The EDI Integration Fee includes up to 10 hours of work total for all transaction sets; if additional Services become necessary, such Services will be quoted and billed in the local denomination at Company’s then standard hourly fees. Company is not responsible if You fail to identify all required SCACs or if You need to modify which SCACs are required between the completion of registration and the commencement of integration.
For Carrier LTLConnect, the following applies:
In addition to services provided with eConnect, API connectivity includes 3 API offerings: Rate Quoting for LTL loads, Communications, and Billing.
Company will provide Annual Support Services to You related to the Services hereunder consistent with Company’s standard Support Services terms which will be provided upon request.
Integration Fees are additional, on a per-API and per-SCAC basis for the Software.
The Integration Fee includes the following:
Company is not responsible if You fail to identify all required SCACs or if You need to modify which SCACs are required between the completion of registration and the commencement of integration.
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.
Integration Fees are on a per-API and per-SCAC basis for the Software. Requests to remove a previously configured SCAC will not be billed.
These Terms commence on the date You sign up on the Marketplace for a period of 12 months (the “Initial Term”). Services will automatically renew for successive 12-month periods (each a “Renewal Term” and together with the Initial Term, the “Term”) unless canceled by either party upon no less than 30 days prior written notice prior to the commencement of the applicable renewal period. You hereby grant Company permission to apply the form of payment presented for the Initial Term to the fees for the Renewal Term(s). Any change to the form of payment must be made by written notice in accordance with this Agreement no less than 60 days prior to the start of the applicable Renewal Term.
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 may elect to upgrade to a newer version of a given transaction type as it becomes available. Version upgrades will be documented in a separate statement of work and billed at Company’s standard hourly rate then in effect.
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.
8.2 When using the Service, You have the option to provide certain personal or business contact information, including but not limited to, name, address, email address and telephone number (collectively, the ‘Personal Data’). You will likely need to submit some Personal Data to submit transactions via the Software. You agree to:
8.3 To the extent You are considered to be a Controller under these Terms for purposes of the GDPR (e.g., Company collects Personal Data from You for invoicing or providing customer service; Company provides Personal Data as part of the Services), both Company and You will be independent Controllers of Personal Data. Each party will, to the extent that it, along with the other party, acts as Controller, with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the applicable data protection laws. Where both parties each act as Controller with respect to Personal Data, and the transfer of data between the parties’ results in a transfer of Personal Data to a jurisdiction other than a jurisdiction in the EU, the EEA, the European Commission-approved countries providing adequate data protection, or the United Kingdom, each party agrees it will use Module 1 of the SCCs, which are incorporated herein by reference. Module 1 is deemed entered into and completed as follows: (i) in Clause 7, the optional docking clause shall apply; (ii) in Clause 11 (a) the optional language shall not apply; (iii) in Clause 17 Option 2 shall apply and the law shall be the law of the Netherlands; (iv) in Clause 18 (b) disputes will be resolved in the forum and jurisdiction of the Netherlands; (v) Annexes I and II will be deemed completed with the information set out in Annexes 1 and 2 of this Addendum; and (vi) if and to the extent the SCC conflicts with any provision of this Addendum, the SCC will prevail to the extent of such conflict. For data transfers subject to the UK International Data Transfer Addendum, the UK International Data Transfer Addendum will be deemed entered into and completed in accordance with sub-section (a) with the following modifications: (i) SCC Module 1 will be modified and interpreted in accordance with the UK International Data Transfer Addendum; (ii) Tables 1, 2, and 3 of the UK International Data Transfer Addendum will be deemed completed with the information set out in the Annexes to this Addendum and Table 4 will be deemed completed by selecting “neither party”; and (iii) any conflict between the terms of the SCCs and the UK International Data Transfer Addendum will be resolved in accordance with Section 10 and Section 11 of the UK International Data Transfer Addendum. Unless otherwise agreed in writing, the parties acknowledge and agree that each is acting independently as a Controller with respect of Personal Data and the parties are not joint controllers as defined in the GDPR and Section 3 of the United Kingdom European Union (Withdrawal) Act 2018.
9.1 Dispute Resolution. Any dispute which may arise with respect to any matter or thing arising out of or in relation to these Terms will be referred for discussion in good faith and resolution by the authorized representatives of each party. If an agreement is not reached at that level within fourteen (14) business days of such referral, the matter will be referred to the respective senior management of Company and You who will endeavor in good faith to reach an agreement within a period of 14 business days from the matter first being referred to them.
9.2 Governing Law. These Terms are interpreted and construed according to the laws of the State of Texas without regard to any choice or conflict of law provisions and the parties irrevocably agree to submit to the exclusive jurisdiction of the federal district courts of Texas.
9.3 Assignment. Neither these Terms nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred in whole or in part by You, and any such attempted assignment are void and of no effect without the advance written consent of Company, such consent not to be unreasonably withheld or delayed. These Terms are binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
9.4 Drafting & Translations. These Terms contain the entire agreement of the parties for the subject matter herein and supersedes all previous agreements, communications, representations, and understandings either oral or written between the parties. These Terms may be modified only in writing, signed by the authorized representatives of each of the parties. These Terms will not be construed in favor of or against either party on account of drafting. No terms, provisions, or conditions of any purchase order, acknowledgement, or other business form that either party may use in connection with the Services will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, these Terms, regardless of any failure of a party to object to such terms, provisions, or conditions. If these Terms are translated from English into any other language, the terms of the English version control in the event of a conflict.
9.5 Notice. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, or sent by email (provided delivery is confirmed), or registered or certified mail, return receipt requested. Notices to Company may be sent to 9600 Great Hills Trail, Suite 300E, Austin, Texas 78759 USA, Attn: Carrier Marketplace, or via email to CarrierMarketplace@e2open.com. Notices to You will be sent to the address or email address on the Order Details. Either party may set update their notice address in writing to the other party to the other per this Section.
9.6 Export Controls. You will not export, re-export, or otherwise transmit, directly or indirectly, any information, data, or other materials received under these Terms except in full compliance with applicable export regulations and other applicable acts, laws, and regulations. Without limitation, the Software or any part thereof may not be used or accessed within or by, or otherwise exported to, (a) any United States embargoed country; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals, the United States Department of Commerce’s Table of Denial Orders, or other similar lists. You will indemnify, defend, and hold harmless Company from any loss, liability, cost, or expense (including reasonable legal fees) related to any action arising from Your failure to comply with this Section.
9.7 Ethics. The parties will comply with all applicable legal and ethical requirements and have each of their respective, contractors, employees, suppliers, and representatives comply with the same legal and ethical requirements. The parties will maintain and enforce policies requiring adherence to lawful business practices, including without restriction a prohibition against bribery of any person or government official in violation of the US FCPA of 1977 and the UK Bribery Act 2010.
9.8 Rights and Restrictions. You are responsible for Your users’ compliance with these Terms. Except as expressly permitted herein, You will: (a) use the Services in compliance with e2open’s Acceptable Use Policy located at http://www.e2open.com/acceptable-use-policy/, incorporated by reference herein; and (b) comply with e2open’s Security Guidelines Policy located at http://www.e2open.com/customer-security-policy/, incorporated by reference herein.
9.9 You consent to Company’s use of Your users’ email address(es) for marketing purposes.
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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Document Name: Carrier Marketplace Terms & Conditions
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