2. Generally Authorized Use. WWE grants you a non-exclusive right to access and use the Web Site, and the products or services that WWE may offer or make available from or through the Web Site, including offers of carrier services from Carriers (“Service”). This grant is solely for business purposes under this Agreement, effective as of the day of the activation of your account (“Account”) when you receive your initial password for use of the Web Site. Your use of the Service will at all times comply with all applicable laws, rules, and regulations and all rules periodically imposed by WWE or any Carrier which may change from time to time. You assume total responsibility and risk for your use of the Service and the Internet generally.
3. Interactive Features. You understand and agree that certain interactive features available on the Web Site are to facilitate obtaining Service from Carriers. You acknowledge that WWE is a broker or intermediary and is not a Carrier or an agent for a Carrier and WWE does not control the Carriers or the Service provided by the Carriers. You specifically acknowledge that your use of a Carrier is subject to a contract solely between you and the Carrier, and responsibilities under or arising out of that contract do not create or involve any obligations to you by WWE. You agree to be subject to and comply with all obligations and requirements applicable to your use of such Service, including all terms, conditions, payment requirements and limitations of liability applicable to such Service as determined by a Carrier, and that Carrier’s rules and tariffs will take precedence over this Agreement as necessary. You assume full responsibility for and assure the accuracy of the preparation of the information that you provide to Carriers through the Web Site, and the preparation of all applicable shipping documentation. If the information is incomplete or inaccurate in any way, you authorize Carrier to complete or correct it on your behalf and adjust the charges accordingly; provided, however, that Carrier is not obligated to complete or correct any such information. You assume full responsibility for and assure the accuracy of marking, addressing and packing all shipments to ensure safe transportation with ordinary care in handling and for complying with all applicable Customs, import, export or other laws, regulations and requirements imposed by law. You specifically acknowledge that claims for cargo loss, damage and delay, as well as all other claims arising out of the transportation of a shipment, are matters for resolution between you and the Carrier that shall not involve WWE. You specifically acknowledge that you will be paying WWE for the Service and that by using the Service you incur a specific and absolute obligation to WWE to pay for such Service regardless of any controversies that may arise between you and a Carrier. You agree to timely remit payment without set off for all charges in connection with use of the Service. You agree that any failure of timely payment shall allow WWE an action for recovery of any amount due, plus interest on any overdue amount at the rate of 1½% per month, plus reasonable attorney’s fee, and other fees and costs incurred in the recovery of any such amounts due.
5. Authority to Monitor and Privacy. If you engage in the inputting of data, uploading or downloading of files, or otherwise engage in any form of transmission or communication in or through the Service (“Communications”), you grant to WWE an irrevocable, perpetual, fully-paid worldwide license to use, display, copy, modify and/or publish such Communications. You acknowledge that no fiduciary or other relationship is created between you and WWE by this Agreement; that your Communications are not confidential; and that WWE may monitor, read and disclose your Communications. You consent to WWE’s use of manual and electronic means to monitor and access your Communications. WWE has the right but not the obligation to monitor the Service, and to disclose any information necessary to satisfy any law, regulation or other lawful request, to operate the Service properly, or to protect itself. WWE may take all reasonable actions, including restriction, suspension or termination of your access privileges, at any time in its discretion. WWE will not be liable to you for any action WWE takes to restrict access, or for any action taken to protect the rights of a third party.
6. Proprietary Rights. WWE owns all rights, title and interest in and to all components of the Service, including but not limited to the look and feel of the end-user interfaces associated with the Service. You acknowledge that the Service may be the subject of intellectual property and proprietary rights. You may not reproduce, redistribute, retransmit, publish or otherwise transfer or exploit any material except as expressly permitted by the owner of such proprietary rights. You will not copy, modify, adapt, reproduce, translate, distribute, reverse engineer, decompile, or disassemble any aspect of the Service that WWE owns, or any service, information or materials that you may access through the Service.
7. Termination of Account. You may terminate the Account at any time by emailing your servicing WWE account representative. WWE may modify, suspend or terminate the Account immediately for your breach of this Agreement. On termination of this Agreement for any reason, WWE may terminate your login name and password, and delete any or all data files associated with the Account.
8. Code of Conduct. WWE may terminate your Account if you fail to abide by this Code of Conduct and any other rules that may periodically be established by WWE and communicated to you by posting on the Web Site. You will not: (a) disclose your password, or let the Account be used by any unauthorized third party; (b) use the Service to falsify invoices or other data transmitted to Carriers or WWE; (c) use the Service in any manner that is prohibited by law or that would violate any applicable local, state, national or foreign law, rule or regulation; (d) interfere with or disrupt the Service or servers or networks connected to the Service; (e) disobey any requirements, procedures, policies, or regulations of networks connected to the Service; or (f) upload, download, publish, transmit, reproduce or transmit: (i) any material that contains software viruses; (ii) any computer code, files or programs that interrupt, destroy or limit the functionality of the Service or any computer software, hardware or telecommunications equipment; (iii) any material that contains objectionable information of any kind; (iv) any content that infringes any proprietary right of any person; or (v) any content that you do not have the right to transmit.
9. Your Warranty of Authority. You warrant and represent that you and the individuals you appoint are authorized to act in the manner in which they act to secure the Services and that your use of the Web Site shall at all times be in compliance with all applicable laws, rules and regulations, including, but not limited to, customs, import, export, bonding (inclusive of alcoholic beverages) and those laws, rules and regulations that apply to the offer and shipment of hazardous materials or dangerous goods. If you offer hazardous materials or dangerous goods, you specifically warrant that (a) you are qualified by all regulations and laws; (b) you are the sole offeror; and (c) you are not relying in any way upon WWE as a qualified offeror.
10. Indemnification. You agree to indemnify, defend and hold harmless WWE, and its shareholders, officers, directors, employees, suppliers, independent contractors, content or service providers, subsidiaries and affiliates from and against any and all claims, proceedings, damages, injuries, liabilities, losses and costs, including, without limitation, attorneys’ fees and costs, incurred in connection with any claim arising out of your breach of this Agreement, including any failure to comply with Carrier requirements, or a breach of any warranties and assurances. You agree to cooperate as fully as reasonably required in the defense of any claim. WWE reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, and you will not settle any matter without the written consent of WWE.
11. DISCLAIMER OF WARRANTY. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, CONTENT ACCURACY OR THE RESULTS TO BE OBTAINED FROM ITS USE. IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, USEFULNESS OR VALIDITY OF ALL INFORMATION. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WWE MAKES NO WARRANTIES REGARDING THE SERVICE AND WILL NOT BE LIABLE FOR YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OR LACK OF SECURITY OF OR ERROR IN THE SERVICE UNDER ANY CIRCUMSTANCES. WWE DOES NOT WARRANT THAT THE SERVICE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED IN A TIMELY FASHION.
12. LIMITATION OF LIABILITY. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE. WWE WILL NOT BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER DAMAGES UNDER ANY THEORY OF LAW ARISING FROM USE OR INABILITY TO USE THE WEB SITE; OR FOR ANY ERRORS IN THE SERVICE; OR FOR ANY ACTIONS TAKEN OR NOT TAKEN IN CONNECTION WITH THE SERVICE; EVEN IF YOU ADVISED WWE OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND THAT IF YOU BECOME DISSATISFIED WITH THE SERVICE OR WWE’S POLICIES OR DISAGREE WITH ANY MODIFICATION TO THE SERVICE, THAT YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE THE SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
13. Construction and Severability. If any court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement will continue in full force and effect.
14. Changes to this Agreement. WWE may modify this Agreement and impose new or modified policies, practices or rates at any time, with or without notice to you, in its sole and absolute discretion. Your continued use of the Service will be conclusively deemed an acceptance of all such modification(s).
15. Assignment. You may not assign or transfer by contract, by operation or law or otherwise this Agreement or your rights or obligations hereunder without WWE’s prior written consent. WWE may assign this Agreement and its rights and obligations in its sole discretion and without your consent.
16. Your Access through Worldwide Express Franchise System. You may use the Services through a Worldwide Express franchisee with the express understanding that your use of a Service is deemed directly between you and the Carrier regardless of any involvement of a Worldwide Express franchisee, and you remain responsible to provide information and instructions in accordance with the terms and conditions of this Agreement. WWE is not responsible for misrouting, improper classifications or commodity descriptions, Carrier instructions or other information affecting any shipment.
ACCEPTANCE OF AGREEMENT
You understand that you can accept these terms and conditions for the use of the Web Site and the Services electronically or by manual execution of this Agreement. Your acceptance shall represent you have read and understand all the terms and conditions.
LAST UPDATED: 3/28/2014