Terms of Use

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SynginGO

Dated: 7/5/2020

These terms of use (the “Terms”) are entered into between you, on behalf of yourself and the company on whose behalf you are downloading or using this website, application, or other online property (collectively, “you”), and Syngin Technology, LLC (“Syngin”, “we” or “us”), and govern your access to and use of each website, application, or online property operated and controlled by us from which you are accessing these Term (each, a “Product”).

By accessing, viewing, or using the content, material, products, or services available on or through the Product, you certify that you have read, understand, and agree to be legally bound, both on your behalf and on behalf of the company you represent, by these Terms and Syngin’s Privacy Policy [HYPERLINK], which is incorporated into these Terms by reference as if fully set forth herein. You represent and warrant that you have all proper authority needed to bind the company you represent to these Terms. You further certify that you have reached the age of majority in the jurisdiction where you reside, which in most cases is eighteen (18) years old.

Please read these Terms carefully before using the Product. You understand and agree that your use of the Product or any services made available on or through the Product signifies that you fully accept and agree to these Terms. If you do not agree to these Terms, you are not granted permission to use the Product and must exit and discontinue your use of it immediately.

If you have any questions concerning these Terms or wish to exercise your rights as described below, please contact Syngin at 100 South Ashley Drive, Suite 600, Tampa, FL 33602, Attention: Legal or through the Contact Us page on our website.

1. Registration

In order to access certain services or features made available through the Product (all such services, the “Services”), you may be asked to register and create an account. As part of the registration process, you may be asked to click that you agree to these Terms, and may then be asked to select or submit a user name and password. You may also be required to provide Syngin with certain information about yourself, including some types of personally identifiable information, such as your legal name, phone number, physical address, and email address, as well as information related to your employer or the company on whose behalf you are downloading or using the Product. You represent that the personal information you provide to Syngin via the Product is true, valid, complete, and up-to-date in all respects. Should any of the information you provide on the Product change, please login to your account and update such information directly in the Product. Any personal information that you provide to Syngin via the Product is subject to Syngin’s Privacy Policy [https://www.syngin.com/data-privacy-policy].

You are responsible for ensuring that your password and account login are kept secret, safe, and secure at all times. You are solely responsible for any and all activities which occur under your account. Syngin will not be held responsible or liable for any misuse of your account, including without limitation, in the event that a third party has access to and uses your password and account login in any way. In the event that your username or account login is used without your consent or that you discover any other breach of security, you agree to promptly notify us. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account after you have notified us.

Syngin has the right to disable any user name, account login, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

2. General Restrictions on Use

You agree to use the Product and the Services only for purposes that are permitted by these Terms, and at all times in compliance with all applicable laws, regulations, and generally-accepted practices and guidelines in the relevant jurisdictions. You may use the Product and Services only as authorized in these Terms and for no other purposes.

You agree not to use the Product:

• In any way that violates any applicable federal, state, provincial/territorial, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software);

• To impersonate or attempt to impersonate Syngin, a Syngin employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen or account names associated with any of the foregoing); and

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Product, or which, as determined by us, may harm Syngin or users of the Product or expose them to liability, or that may violate these Terms.

Without limiting the foregoing, you additionally agree not to:

• Use the Product in any manner that could disable, overburden, damage, or impair the Product or any Syngin systems, or interfere with any other party’s use of the Product, including their ability to engage in real time activities through the Product;

• Use any bot, crawler, spider, scraper or other automatic device, process or means to access the Product or any information transferred through the Product, for any purpose, including monitoring, copying or transferring any of the content on the Product;

• Use any manual process to monitor, copy or transfer any of the content on the Product or any information transferred through the Product, or for any other unauthorized purpose without our prior written consent;

• Reproduce, duplicate, copy, sell, trade, or resell any aspect of the Product or the Services for any purpose, including commercial purposes;

• Reproduce, duplicate, copy, sell, trade, or resell any products or services bearing any trademark, service mark, trade name, logo, or other signifier owned by Syngin in a way that is likely or intended to cause confusion about the owner or authorized user of materials;

• Use any device, software or routine that interferes with the proper working of the Product;

• Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Product, including without limitation any information transferred through the Product, the server on which the Product is stored, or any server, computer or database connected to the Product;

• Attack the Product via a denial-of-service attack or a distributed denial-of-service attack; or

• Otherwise attempt to interfere with the proper working of the Product.

3. Intellectual Property

As between you and Syngin, Syngin owns all patent, copyright, trademark, trade secret, ideas, concepts, know-how, documentation or techniques or other intellectual property rights that may exist in (i) the Services, the Product, any graphics, texts, icons, buttons, data or information we include in the Product, and any products, training materials, deliverables, and the Syngin network or databases that may be utilized to provide the services (“Product Content”), and (ii) any information, data, trends, analyses, metadata or other data which may be derived from any of the foregoing that is derived or created by Syngin by reference to the Services and Syngin’s databases and networks. The Product Content is protected pursuant to copyright, trademark, patent, and other applicable laws. You shall not remove or alter any copyright notice or any other proprietary notice on the Product or on any Product Content. All names, trademarks, symbols, slogans, or logos appearing on the Product are proprietary to Syngin or its licensors or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Product Content, other than the right to use the Product Content in accordance with these Terms.

Certain features of the Product may allow you to contribute text, images, data, and other information and materials to the Product for access, use, viewing, and commentary by other users of the Product and/or Syngin (collectively, “User Content”). By posting User Content to the Product or otherwise submitting User Content to Syngin, you represent that you have the full legal right to provide the User Content and that use of the User Content by SFK and all other persons and entities, on the Product, and/or in accordance with this section, will not: (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, regulation, or agreement, or promote or provide instructional information about illegal activities, promote physical harm, or injury against any group or individual, or promote any act of cruelty to animals, including instructions on how to assemble bombs, grenades, and other weapons or how to use or obtain illegal drugs; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) impersonate any person or entity or falsely state or otherwise imply an affiliation with a person or entity, or include any falsified, composite, or otherwise non-authentic depictions of events, locations, landmarks, entities or persons; (e) contain or otherwise transmit any material that contains software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (f) be obscene, child pornographic, or indecent; (g) violate any community or Internet standard; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party, all as determined by Syngin in our sole and absolute discretion. Upon your submission of User Content or other material or information to Syngin, you grant Syngin a worldwide, perpetual, irrevocable, transferable, license to access, use, distribute, reproduce, display, modify, translate, create derivative works based upon, and sublicense the User Content, all without any compensation to you whatsoever.

You acknowledge that Syngin provides professional services for other parties and agree that nothing herein will be deemed or construed to prevent Syngin from carrying on such services, regardless of whether such parties are competitive with you. Syngin will have the right to use techniques, methodologies, tools, ideas and other know-how gained during the course of providing the Services and the Product in the furtherance of its own business and to perfect all other intellectual property rights related thereto, including patent, copyrights, trademark and trade secrets.

No right, title or interest in or to the Product or any of the Product Content is transferred to you, and all rights not expressly granted herein are reserved by Syngin. Any use of the Product not expressly permitted by these Terms is a breach of these Terms and may violate patent, copyright, trademark and other laws.

4. Monitoring and Enforcement; Termination

Syngin has the right to: (a) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Product; and (b) terminate or suspend your access to all or part of the Product, including without limitation, for any violation or suspected violation of these Terms. Without limiting the foregoing, Syngin has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone providing information on or through the Product. You waive and will hold harmless Syngin and its affiliates, licensees and services providers, from any claims resulting from any action taken by Syngin or any of the foregoing parties during, or as a result of, its investigations, and from any actions taken as a consequence of investigations by such parties or law enforcement authorities.

5. Disclaimers and Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SYNGIN DOES NOT MAKE ANY PROMISE, REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUFFICIENCY OF THE PRODUCT AND THE SERVICES TO BE PROVIDED HEREUNDER BY SYNGIN.

The information presented on or through the Product, including any information provided to you which is requested through the Product (such as reports ordered, or based on information gathered, via the Product), is made available for general information purposes. While Syngin will endeavor to provide you with information that it believes to be accurate based on the information and data provided by you, Syngin cannot and does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on the information presented to you on or through the Product, including any information provided to you which is requested or received through the Product, is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Product, or by anyone who may be informed of any of its contents.

You acknowledge and agree that any and all representations, promises, warranties or statements by Syngin’s salesperson, representative or agent that differ in any way from the terms hereof shall be given no force or effect. If Syngin furnishes you with any advice or assistance concerning any products, systems or work which is not required pursuant to these Terms, the furnishing of such advice or assistance shall not subject Syngin to any liability whatsoever to you, whether in contract, in tort (including negligence), under warranty or otherwise.

YOUR USE OF THE PRODUCT IS AT YOUR OWN RISK. THE PRODUCT IS PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER SYNGIN NOR ANY PERSON ASSOCIATED WITH SYNGIN MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES, THE PRODUCT, THE PRODUCT CONTENT, OR THE INFORMATION CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER SYNGIN NOR ANYONE ASSOCIATED WITH SYNGIN REPRESENTS OR WARRANTS THAT THE PRODUCT OR ITS CONTENTS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PRODUCT OR SERVICES THAT MAKE THE PRODUCT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PRODUCT OR ANY SERVICES OBTAINED THROUGH THE PRODUCT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PRODUCT REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE PRODUCT ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. THE INFORMATION ON THE PRODUCT IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

6. Limitation of Liability

IN NO EVENT WILL SYNGIN BE LIABLE FOR DAMAGES OTHER THAN ACTUAL AND DIRECT DAMAGES PROVEN EITHER IN A COURT OF LAW OR THROUGH ARBITRATION. IN NO EVENT SHALL SYNGIN’S LIABILITY EXCEED THE PRICE YOU PAID FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF SYNGIN AND ITS LICENSORS SHALL NOT EXCEED TEN US DOLLARS.

Without limiting the foregoing, you understand and acknowledge that Syngin shall not be liable to you for:

a) Any indirect, incidental, consequential, punitive or exemplary losses which may be incurred by you arising out of your use of, or inability to use, the Product or the Services, including any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you; or

b) Any loss or damage which may be incurred by you as a result of: (1) any reliance placed by you on the completeness, accuracy, or existence of any information or materials made available through the Product; (2) any changes that Syngin may make to the Product or Services, or for any permanent or temporary cessation in the provision of the Product or Services (or any features within the Product or Services); (3) the deletion of, corruption of, unauthorized access to, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Product or the Services; (4) the use of any products or services obtained on or through the Product; or (5) any other matter relating to the Product, the Services, the Product Content, or the User Content.

The limitations on Syngin’s liability to you in this Section 6 shall apply whether or not Syngin has been advised of or should have been aware of the possibility of any such losses arising.

IF YOU ARE DISSATISFIED WITH THE PRODUCT, THE SERVICES, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PRODUCT.

7. Indemnity

You agree to defend, indemnify, and hold harmless Syngin, its parents, subsidiaries, officers, directors, shareholders, members, employees, agents, affiliates, licensors and suppliers, from and against all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (a) your use of and access to the Product and Services; (b) your violation of any of these Terms; (c) your violation of any third party rights, including intellectual property or privacy rights; and (d) the use of the Product by any person using your account or account login. This defense and indemnification obligation will survive the termination or cessation of these Terms and your use of the Product. Syngin reserves the right, at Syngin’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate in all reasonable respects in such defense. You may not settle any claim that is referenced or otherwise covered by this Section 7 without the prior written consent of Syngin.

8. Arbitration

You and Syngin agree that any disputes arising from or relating to these Terms or your use of the Product and/or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, which cannot be resolved informally, shall be submitted to final and binding arbitration before one (1) arbitrator; provided, however, in the event that the dispute involves an allegation of liability in excess of $250,000 USD, three (3) arbitrators shall be used. Any dispute arising out of these Terms shall be resolved exclusively through final and binding arbitration conducted by the American Arbitration Association (the “AAA”) pursuant to its Commercial Arbitration Rules. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow and enforce these Terms, as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability and the scope or enforceability of this agreement to arbitrate shall be for a court of competent jurisdiction to decide. Arbitration shall take place in Tampa, Florida, unless Syngin elects otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of Florida. The arbitrator shall not be bound by rulings in prior arbitrations involving different Syngin users, but is bound by rulings in prior arbitrations involving the same Syngin user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

You acknowledge and agree that you and Syngin are each waiving the right to a trial by jury. You further acknowledge and agree that you waive your right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Syngin otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.

In the event this Section 8 is held unenforceable, then the entirety of this Section 8 will be deemed void. Except as provided in the preceding sentence, this Section 8 will survive termination of the Terms and your use of the Product.

Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable 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.

9. Governing Law and Jurisdiction

All matters relating to the Product, the Services, and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to its choice or conflict of law provisions or rules.

Subject to the arbitration requirements set forth herein, to the extent that any legal suit, action or proceeding arises out of, or relates to, these Terms, the Privacy Policy [HYPERLINK], the Product, or the Services, such suit shall be instituted exclusively in the state and federal courts located in Tampa, Florida. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

10. Operation of the Product and United States Law

The Product is controlled and operated from within the United States. Without limiting anything else, Syngin makes no representation that the Product, Product Content, User Content, services, products, information, or other materials available on, in, or through the Product is appropriate or available for use outside the United States, and access to them from territories where they are illegal is prohibited. Those who choose to access the Product from outside the United States do so on their own will and are responsible for compliance with applicable laws.

11. Notice of Infringing Content

While we are under no legal obligation to actively screen or edit User Content, we reserve the right, in our sole and absolute discretion, to modify, edit or remove any User Content, or to request a user to modify or edit his or her User Content, if a complaint or notice of allegedly infringing materials is received with respect to the User Content, or for any other reason.

To complain about User Content and/or to provide notice of allegedly infringing materials on the Product, please contact us using the contact information provided above.

12. Miscellaneous

These Terms, including the Privacy Policy [HYPERLINK], constitute the entire legal agreement between you and Syngin regarding the Product and govern your use of the Product, Services, and any transactions you may have with Syngin through the Product. These Terms completely replace and supersede any prior agreement or understanding, arrangement, undertaking, or proposal, written or oral, between you and Syngin regarding these matters. In the event any other rule, code of conduct, or other matter posted on the Product conflicts with these Terms, these Terms shall govern. No oral explanation or oral information given by any party shall alter the interpretation of these Terms.

You understand that Syngin may make changes to these Terms from time to time. Your continued use of the Product following the posting of changes to these Terms will be considered your consent to those changes. When these changes are made, Syngin will make a new copy of the Terms available on the Product. You agree that Syngin is under no obligation to provide you with notices regarding changes to these Terms. You understand that it is your responsibility to check the Terms regularly for changes.

You agree that any failure or delay by Syngin to exercise or enforce any legal right or remedy contained in or made available by these Terms (or that Syngin has the benefit of under any applicable law) will not be taken to be a formal waiver of Syngin’s rights and that those rights or remedies will still be available to Syngin. If any court of law, having the jurisdiction to decide a matter arising out of these Terms, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of the Terms and the remaining provisions will continue to be valid and enforceable.

You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Product and the Services, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance.

These Terms are binding upon you, your heirs, executors, beneficiaries, successors and assigns and you may not assign these Terms to any other party without our prior written consent, which consent may be withheld in our sole and absolute discretion

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‍Syngin Technology, LLC

Standard Terms & Conditions

ServiceComplete

Syngin Technology, LLC, a Florida limited liability company with its principal place of business at 100 South Ashley Drive, Tampa, Florida, 33602, is a Service Provider and transportation Broker registered under U.S. Federal License Number MC-425633, and hereby referred to as “Service Provider”.

Customer (“Shipper”) has selected Service Provider as its provider for the services; and

the Parties to this Agreement, in consideration of the terms and conditions contained herein, agree as follows:

Shipper Tender:

Shipper agrees to tender, on its own behalf or on behalf of Shipper’s Customer(s), shipments to Service Provider for Service Provider to arrange the transportation of the shipments by motor carriers to be selected solely by Service Provider.

Shipper shall provide Service Provider with sufficient information for Service Provider to perform its duties and functions under this Agreement. Such information shall include, but shall not necessarily be limited to: Make, Model, VIN#, all origin and destination address and contact information. Shipper shall ensure that the information is provided to Service Provider on timely basis to permit Service Provider to plan for and provide the services under this Agreement in the most efficient and timely manner as reasonably possible.

Service Provider Services:

For shipments tendered by Shipper to Service Provider and accepted by Service Provider, Service Provider agrees to arrange for the verification, pick-up, transport, and delivery of the shipments, as Shipper may reasonably request, by motor carriers selected solely by Service Provider who hold and maintain proper certifications from U.S. Federal Motor Carrier Safety Administration (“FMCSA”).

Insurance:

Service Provider shall maintain, during the Term of this Agreement, Workers’ compensation/Employers Liability to fully comply with all applicable laws of the jurisdiction in which services are performed under this contract, and General liability insurance with limits of liability of not less than $2,000,000.00 per occurrence. Coverage may be provided on a primary and excess policy basis. The Parties hereby waive any right to subrogation they or their insurers may have arising from worker’s compensation and/or employer’s liability claims pursuant to this Agreement.

Motor Carrier’s selected by Service Provider shall maintain Commercial General Liability ("CGL") Insurance covering the transportation of shipments and other operations under this Agreement in an amount not less than $1,000,000.00 per occurrence, $2,000,000 aggregate (U.S. Dollars) for bodily injury and property damage per occurrence. The limit can be provided via primary and Umbrella policies. All Risk Broad Form Motor Truck Cargo Legal Liability ("Cargo") insurance guidelines:

1 – 3 car $100,000

4 – 6 car $200,000

7 – 9 car $250,000

10 & above $350,000 (Used vehicle)

10 & above $500,000 (New vehicle)

Med/Heavy Duty $150,000 per vehicle transported

The coverage provided under the policy shall have no exclusions or restrictions of any type that would foreseeably preclude coverage relating to cargo claims including, but not limited to, exclusions for unattended or unattached trailers, theft, commodities transported under this Agreement, refrigerator breakdown or lack of refrigerator fuel.

(a) Automobile and property damage liability insurance with limits of liability of not less than $1,000,000 per occurrence. This limit can be provided via primary and Umbrella limits.

(b) Statutory Workers' Compensation Insurance coverage in such amounts and in such form as required by applicable state law.

(c) All insurance policies required by this Agreement shall, as applicable, be primary and non- contributary and shall waive subrogation and contribution against SERVICE PROVIDER. CARRIER shall furnish to SERVICE PROVIDER written certificates obtained from the insurance carrier showing that such insurance has been procured and Service Provider will need to approve before the shipment takes place and be in the amount equal or greater to the amount in the Bill of Lading, is being properly maintained, the expiration date, and specifying that written notice of cancellation or modification of the policies shall be given to SERVICE PROVIDER at least thirty (30) days prior to such cancellation or modification. In addition, SERVICE PROVIDER shall be named as an ‘Additional Insured’ consistent with the terms and conditions of this Agreement on CARRIER's CGL, AL and/or any Umbrella policies, and as a loss payee as its interest may appear on the Cargo policy as evidenced by an endorsement on the certificates of insurance. SERVICE PROVIDER requests CARRIER provide SERVICE PROVIDER, SERVICE PROVIDER's consultant, or Shipper with copies of the applicable provisions of its insurance policies by uploading them to their Carrier Page in the RTS or Syngin Application. It is the CARRIERS responsibility to maintain these documents updated and available online on their respective Carrier Page at all times.

Compensation:

In full consideration of Service Provider’s performance of its duties under this Agreement, Shipper shall pay Service Provider the amounts, in US dollars, with rates agreed to by Service Provider and Shipper in written correspondence (including written agreement, email, fax, text or any other electronic format), or verbal agreement. The rates do not include sales, use, value added, property or any other taxes or charges, all of which shall be paid by Shipper except those based on Service Provider’s net income.

Payment Terms:

All payments are due within thirty (30) days of the date of invoice in freely available funds without deduction or set-off.

Termination:

The Parties may terminate this Agreement by mutual consent set forth in writing and duly signed by an authorized representative of each Party. Either Party may terminate this Agreement upon written notice to the other Party with immediate effect in the event the non-terminating Party has: (i) breached any material term or covenant of this Agreement; (ii) failed to perform fully any duty or function, which failure has continued unremedied or uncorrected for a period of sixty (60) days after written notice of such failure was received from the terminating Party; or (iii) made an assignment for the benefit of creditors, filed a petition in bankruptcy or has been adjudicated insolvent or bankrupt.

Indemnity:

Except as provided in “Limitation of Liability” section below, each Party (the “Indemnifying Party”) shall indemnify, save harmless, and defend the other Party (the “Indemnified Party”) and its insurers and reinsurers from and against any and all suits, legal proceedings, claims, demands, damages, costs, and expenses (including, but not limited to, reasonable attorney’s fees) in connection with any injury (including death) or loss or damage to property, which arises out of, or results from, any occurrence reasonably related to the Indemnifying Party’s negligence or intentional misconduct in the performance of this Agreement. The terms of this Section shall survive the termination of this Agreement.

Limitation of Liability:

SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, EXPENSE OR DAMAGE CAUSED BY, CONTRIBUTED TO OR ARISING OUT OF THE ACTS OR OMISSIONS OF SHIPPER, SHIPPER SERVICE PROVIDERS OR THIRD PARTIES, WHETHER NEGLIGENT OR OTHERWISE. IN NO EVENT SHALL SERVICE PROVIDER’S LIABILITY FOR ANY CAUSE OF ACTION WHATSOEVER EXCEED THE COST OF THE SERVICE GIVING RISE TO THE CLAIM, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER SUCH INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR OPPORTUNITIES), WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Governing Law:

This Agreement shall be governed by and interpreted under the laws of the State of New York without giving effect to its conflict of law principles.

Dispute Resolution:

The Parties shall make all efforts to find an amicable settlement to disputes that may arise between them involving the interpretation or application of this Agreement. In the event of a dispute Service Provider and Shipper shall appoint senior members from their staff with appropriate authority who shall work together with the objective of finding a solution to the dispute.

If the Parties have failed to find an amicable settlement, the Parties agree that any and all disputes arising out of, or in connection with the Agreement will be referred to arbitration in Miami, Florida. The arbitration shall be before a single arbitrator to be appointed by agreement of the Parties. The costs and expenses of the arbitration (including reasonable attorney’s fees and costs) shall be borne by the non-prevailing Party or as the arbitrator shall otherwise determine. The decision of the arbitrator shall be final, binding and not subject to further review.

Force Majeure:

Notwithstanding any other provision hereof, either Party shall be excused from loss, delays in performance of, or failure to perform any of its obligations under this Agreement due to and for the duration of any event beyond its control and without its fault including, without limitation, flood, earthquake, storm, other act of God, fire, explosion, war, insurrection, civil disorders, embargo, act of government or governmental agency, electronic viruses, interruption in transportation facilities or other similar cause beyond the reasonable control of such Party (“Force Majeure”); provided, however, that the Party so excused shall timely advise the other Party of the circumstances of such event, and shall consult therewith about suitable interim arrangements, which may include mutually acceptable amendments to this Agreement, and provided that the Party so excused shall recommence performance with the utmost dispatch. The obligation of the Parties hereto shall be suspended for the duration of the Force Majeure. Suspension shall not result in an extension of the term of this Agreement. Whenever such cause for failure or delay shall last for more than (60) consecutive days, the other Party may, after the expiration of such period and if such failure or delay still exists, give notice in writing as provided herein to the Party so excused either accepting continued suspension of the Party’s performance for a period reasonable under the circumstances or terminating this Agreement without further obligation to the other Party.

Confidentiality:

The Parties shall not disclose the terms of this Agreement or any Confidential Information of the other Party to any third party except: (1) as required to a proper state agency; (2) as required by law or regulation; (3) to a parent, subsidiary or affiliated company; (4) to an attorney or an audit firm, so long as the disclosing party is responsible for ensuring compliance with these obligations by that firm. If any Party violates this Section, the adversely affected Party may cancel this Agreement without penalty, in addition to any other rights or remedies available under applicable law. The provisions of this Section shall survive the expiration or early termination of this Agreement.

“Confidential Information” shall mean confidential, non-public or other proprietary information of either party, including, without limitation, trade secrets, technical information, including algorithms, code, data, designs, documentation, drawings, formulae, hardware, know-how, ideas, inventions, whether patentable or not, photographs, plans, procedures, processes, reports, research, samples, sketches, software, specifications, business information, including Shipper and distributor names, marketing information, operations, plans, products, financial information, including pricing, and other confidential information that is disclosed under the terms of this Agreement by either Party to the other Party.

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Software: Shipper agrees to the software license terms as follows:

These terms of use (the “Terms”) are entered into between you, on behalf of yourself and the company on whose behalf you are downloading or using this website, application, or other online property (collectively, “you”), and Syngin Technology, LLC (“Syngin”, “we” or “us”), and govern your access to and use of each website, application, or online property operated and controlled by us from which you are accessing these Term (each, a “Product”).

By accessing, viewing, or using the content, material, products, or services available on or through the Product, you certify that you have read, understand, and agree to be legally bound, both on your behalf and on behalf of the company you represent, by these Terms and Syngin’s Privacy Policy, which is incorporated into these Terms by reference as if fully set forth herein. You represent and warrant that you have all proper authority needed to bind the company you represent to these Terms. You further certify that you have reached the age of majority in the jurisdiction where you reside, which in most cases is eighteen (18) years old.

1. Registration

In order to access certain services or features made available through the Product (all such services, the “Services”), you may be asked to register and create an account. As part of the registration process, you may be asked to click that you agree to these Terms, and may then be asked to select or submit a user name and password. You may also be required to provide Syngin with certain information about yourself, including some types of personally identifiable information, such as your legal name, phone number, physical address, and email address, as well as information related to your employer or the company on whose behalf you are downloading or using the Product. You represent that the personal information you provide to Syngin via the Product is true, valid, complete, and up-to-date in all respects. Should any of the information you provide on the Product change, please login to your account and update such information directly in the Product. Any personal information that you provide to Syngin via the Product is subject to Syngin’s Privacy Policy Privacy Policy.

2. General Restrictions on Use

You agree not to use the Product:

In any way that violates any applicable federal, state, provincial/territorial, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software);
To impersonate or attempt to impersonate Syngin, a Syngin employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen or account names associated with any of the foregoing); and
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Product, or which, as determined by us, may harm Syngin or users of the Product or expose them to liability, or that may violate these Terms.

Without limiting the foregoing, you additionally agree not to:

Use the Product in any manner that could disable, overburden, damage, or impair the Product or any Syngin systems, or interfere with any other party’s use of the Product, including their ability to engage in real time activities through the Product;
Use any bot, crawler, spider, scraper or other automatic device, process or means to access the Product or any information transferred through the Product, for any purpose, including monitoring, copying or transferring any of the content on the Product;
Use any manual process to monitor, copy or transfer any of the content on the Product or any information transferred through the Product, or for any other unauthorized purpose without our prior written consent;
Reproduce, duplicate, copy, sell, trade, or resell any aspect of the Product or the Services for any purpose, including commercial purposes;
Reproduce, duplicate, copy, sell, trade, or resell any products or services bearing any trademark, service mark, trade name, logo, or other signifier owned by Syngin in a way that is likely or intended to cause confusion about the owner or authorized user of materials;
Use any device, software or routine that interferes with the proper working of the Product;
Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Product, including without limitation any information transferred through the Product, the server on which the Product is stored, or any server, computer or database connected to the Product;
Attack the Product via a denial-of-service attack or a distributed denial-of-service attack; or
Otherwise attempt to interfere with the proper working of the Product.

3. Intellectual Property

As between you and Syngin, Syngin owns all patent, copyright, trademark, trade secret, ideas, concepts, know-how, documentation or techniques or other intellectual property rights that may exist in (i) the Services, the Product, any graphics, texts, icons, buttons, data or information we include in the Product, and any products, training materials, deliverables, and the Syngin network or databases that may be utilized to provide the services (“Product Content”), and (ii) any information, data, trends, analyses, metadata or other data which may be derived from any of the foregoing that is derived or created by Syngin by reference to the Services and Syngin’s databases and networks. The Product Content is protected pursuant to copyright, trademark, patent, and other applicable laws. You shall not remove or alter any copyright notice or any other proprietary notice on the Product or on any Product Content. All names, trademarks, symbols, slogans, or logos appearing on the Product are proprietary to Syngin or its licensors or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Product Content, other than the right to use the Product Content in accordance with these Terms.

infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person;
violate any law, statute, ordinance, regulation, or agreement, or promote or provide instructional information about illegal activities, promote physical harm, or injury against any group or individual, or promote any act of cruelty to animals, including instructions on how to assemble bombs, grenades, and other weapons or how to use or obtain illegal drugs;
be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
impersonate any person or entity or falsely state or otherwise imply an affiliation with a person or entity, or include any falsified, composite, or otherwise non-authentic depictions of events, locations, landmarks, entities or persons;
contain or otherwise transmit any material that contains software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
be obscene, child pornographic, or indecent;
violate any community or Internet standard;
constitute misappropriation of any trade secret or know-how; or
constitute disclosure of any confidential information owned by any third party, all as determined by Syngin in our sole and absolute discretion. Upon your submission of User Content or other material or information to Syngin, you grant Syngin a worldwide, perpetual, irrevocable, transferable, license to access, use, distribute, reproduce, display, modify, translate, create derivative works based upon, and sublicense the User Content, all without any compensation to you whatsoever.

4. Monitoring and Enforcement; Termination

Syngin has the right to:

take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Product; and
terminate or suspend your access to all or part of the Product, including without limitation, for any violation or suspected violation of these Terms. Without limiting the foregoing, Syngin has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone providing information on or through the Product. You waive and will hold harmless Syngin and its affiliates, licensees and services providers, from any claims resulting from any action taken by Syngin or any of the foregoing parties during, or as a result of, its investigations, and from any actions taken as a consequence of investigations by such parties or law enforcement authorities.

5. Disclaimers and Warranties

6. Limitation of Liability

Without limiting the foregoing, you understand and acknowledge that Syngin shall not be liable to you for:

Any indirect, incidental, consequential, punitive or exemplary losses which may be incurred by you arising out of your use of, or inability to use, the Product or the Services, including any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you; or
Any loss or damage which may be incurred by you as a result of:

any reliance placed by you on the completeness, accuracy, or existence of any information or materials made available through the Product;
any changes that Syngin may make to the Product or Services, or for any permanent or temporary cessation in the provision of the Product or Services (or any features within the Product or Services);
the deletion of, corruption of, unauthorized access to, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Product or the Services;
the use of any products or services obtained on or through the Product; or
any other matter relating to the Product, the Services, the Product Content, or the User Content.

The limitations on Syngin’s liability to you in this Section 6 shall apply whether or not Syngin has been advised of or should have been aware of the possibility of any such losses arising.

IF YOU ARE DISSATISFIED WITH THE PRODUCT, THE SERVICES, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PRODUCT.

7. Indemnity

your use of and access to the Product and Services;
your violation of any of these Terms;
your violation of any third party rights, including intellectual property or privacy rights; and
the use of the Product by any person using your account or account login. This defense and indemnification obligation will survive the termination or cessation of these Terms and your use of the Product. Syngin reserves the right, at Syngin’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate in all reasonable respects in such defense. You may not settle any claim that is referenced or otherwise covered by this Section 7 without the prior written consent of Syngin.

8. Arbitration

9. Governing Law and Jurisdiction

Subject to the arbitration requirements set forth herein, to the extent that any legal suit, action or proceeding arises out of, or relates to, these Terms, the Privacy Policy, the Product, or the Services, such suit shall be instituted exclusively in the state and federal courts located in Tampa, Florida. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

10. Operation of the Product and United States Law

11. Notice of Infringing Content

To complain about User Content and/or to provide notice of allegedly infringing materials on the Product, please contact us using the contact information provided above.

12. Miscellaneous

These Terms, including the Privacy Policy, constitute the entire legal agreement between you and Syngin regarding the Product and govern your use of the Product, Services, and any transactions you may have with Syngin through the Product. These Terms completely replace and supersede any prior agreement or understanding, arrangement, undertaking, or proposal, written or oral, between you and Syngin regarding these matters. In the event any other rule, code of conduct, or other matter posted on the Product conflicts with these Terms, these Terms shall govern. No oral explanation or oral information given by any party shall alter the interpretation of these Terms.

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