This Agreement is between LogisEye Solutions FZCO, Dubai, United Arab Emirates, trading as “LogisEye” and you. This Agreement governs your access to and use of all of LogisEye’ sites and services (LogisEye Services). The LogisEye Services, corporate websites, and tools are collectively called the “LogisEye Site”.
This Agreement was last updated on February 22, 2021 and is effective between you and LogisEye as of the date of your acceptance of this Agreement.
This Master Services Agreement (hereinafter referred to as the “Agreement”) is made and entered as of this day (“Effective Date”) by and between LOGISEYE SOLUTIONS FZCO, a free zone Company having License No. 4020 registered with the Dubai Airport Free Zone Authority, Dubai, United Arab Emirates; (hereinafter referred to as the “LogisEye”) and the users of the LogisEye platform, website, tools, and services (hereinafter collectively referred to as “you” or the “User”).
In this Agreement, wherever the context so requires, LogisEye and the User shall each be individually referred to as ‘Party’ and collectively referred to as ‘Parties’.
A.WHEREAS LogisEye is engaged in the business of E-commerce and Software Trading.
B.WHEREAS the purpose of this Agreement is to establish the terms and conditions applicable to the User for the access and use of the LogisEye products and services, including a purchased subscription or free trial.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as follows:
- By using the LogisEye Services as defined under Clause 3, the User acknowledges that it has fully read and understands (a) this Agreement (b) each of the applicable service supplements, (c) all other referenced schedules, exhibits and/or attachments, and any other terms conjunction herewith or according to the terms hereof.
- If the acceptance to this Agreement is on behalf of a company or other legal entity, you hereby represent that you have the full legal authority to bind such company or entity to the terms of the Agreement.
- This Agreement is to be read together, and in conjunction with the following documents, policies, or agreements of LogisEye that constitute the complete and exclusive agreement of the parties.
- The provisions of this Agreement shall apply in the event of a conflict between any agreement, contracts, or documents executed between LogisEye and the User, including any work or service order unless the Parties agree otherwise in writing.
2. Acceptance of Agreement
- The user indicates the acceptance of the terms of the Agreement by:
- Creating a LogisEye account; or
- Purchasing a service subscription or using a Free Trial; or
- Using our Services; or
- Executing a separate Order Form that references this MSA.
- The Terms of this Agreement are subject to modification at the sole discretion of LogisEye taking into consideration the dynamic nature of the business and industry. If any such changes are made, the same will be informed to you either by posting the modified Agreement on the Site, posting a notice on the Site and/or the LogisEye App, or through other communications. The user is requested to review the changes to the MSA, SOP, etc. at the beginning of each calendar quarter. If you do not agree to any amended terms, the same must be informed to LogisEye by the end of that calendar quarter. Otherwise, the usage of LogisEye Services following any such change implies the acceptance of such a term and will become binding on you. If you do not agree to be bound by the modified Agreement, then you will continue to be bound by any existing obligations under the agreement that was in place when you agreed for those services, however, you will not be able to otherwise use the LogisEye platform.
- LogisEye Services: LogisEye may change or discontinue any part of its services at any time at its sole discretion keeping in view its continual efforts to provide better services.
- User requested changes: LogisEye may at its sole discretion offer or reject to make any changes requested by the user which will depend on whether such change is beneficial to the user. The required changes may be provided for free or on payment of a certain amount. All new developments resulting from the changes will be owned by LogisEye and may be offered to other LogisEye users, even if one user is paying money towards the development cost unless otherwise agreed in writing between LogisEye and that user.
3. Services provided by LogisEye.
3.1 LogisEye offers various types of services, provided by us, or through our vendors (“Seller/s”). Our services include but are not limited to digital services such as quote comparison and online sales for Sellers, and facilitation of shipment transportation services of LogisEye Sellers (the services hereinafter referred to as the “LogisEye Services”/” Services”). These LogisEye Services can be provided through our portal, (through external vendors such as our Sellers), or LogisEye digital channels and APIs.
3.2 Services for LogisEye Buyers An individual or company that chooses to access, search, compare, book, and/or manage quotes or launch ebid or shipments from Sellers by using our services is a “Buyer”. The Buyer may use our services to search for suitable Sellers and may obtain shipment quotes from those Sellers
LogisEye aids and assists in the facilitation between the Buyer and the Seller. LogisEye also manages the shipment, communicates with the Seller, and manages the payments for the Seller. Buyers can launch eBid/reverse auction, route, and pay for their shipments. The buying will take place through LogisEye main platform. The Buyers agree that the LogisEye employees have access to all their information and data, including but not limited to the requests for quotes, eBids, bookings, shipments, shipping documents, shipment related communications, shipment milestones, and payment details.
3.3 Services for LogisEye Sellers A company or any entity which provides, offers to sell, and sells freight services (including as a carrier, broker, Non-Vessel Owning Common Carrier (NVOCC), freight broker or freight forwarders, insurance broker, customs broker, and/or any other Sellers) through LogisEye Services or authorizes LogisEye to offer the rates to Buyers through the LogisEye platform is termed as a “Seller”, and such a User engages in “Selling”. Notwithstanding anything contained herein, LogisEye is not a Seller nor has any contractual privity to any agreement between the Seller and the Buyer. LogisEye Services include assisting in managing the User’s rates, marketing the services online, calculating prices, receiving orders on the User’s behalf, and acting as the User’s collection agent.
3.4 The User may use all or any of the services provided by LogisEye, and certain provisions of this Agreement shall be specifically applicable to certain types of Users. Where the clauses are not directed to a User type, they shall apply to all.
4.1 Accounts and Users:The User shall create a sign-up and create an account (“Account”) to use the LogisEye platform and services. The registration can be done either via the LogisEye website or through the LogisEye application. All the information provided shall be complete, and accurate, and up to date. The User agrees to not disclose the Account password or username to anyone and shall notify us of any unauthorized use of your Account. The User shall be responsible for all activities that occur under the Account, whether you know about them or not.
4.2 Business Accounts: In cases where the user is a business, a “Business Account” shall be created for a group of Accounts for the employees and/or independent contractors providing services to the respective business.
An Independent user account must exist for each employee or independent contractor some of which can then be designated as the administrators of the Business Account and shall become a “Business Account Administrator” of the same. Business Account Administrators can then create additional accounts which will allow employees and independent contractors who hold Accounts to be part of the Business Account and become “Authorized User” of the same. The responsibility for the security of each Authorized User’s Account shall lie with the user who shall also ensure that such Account details are not shared with any other person or entity who may use it for unauthorized purposes.
5. Standards of Service
5.1 General Standard of Service
- Except as otherwise agreed with the Users in writing or expressly provided in this Agreement, LogisEye agrees that the nature, quality, and standard of care applicable for the procurement of Logistics Services and/or any other services hereunder shall be substantially the same as the services LogisEye generally provides from time to time, now or in the future, to its subsidiaries and affiliates, but in no event less than the standard of service currently provided to the User. LogisEye shall work in good faith with the User to customize processes, including but not limited to the inbound shipping matrix, considering, and incorporating reasonable suggestions made by the User in such regard.
- Except as otherwise provided in this Agreement, the parties acknowledge that the management and the control over the provision of the procurement of Logistics Services or any other services (including, without limitation, the determination or designation at any time of the assets, employees, and other resources of LogisEye to be used in connection with providing of such services) shall reside with LogisEye. Besides, all labor matters relating to any associates of LogisEye (including, without limitation, any associates of any related entity involved in the provision of such services) shall be within the exclusive control of LogisEye, and the User shall take no action affecting such matters.
5.2 Reporting, Auditing
- LogisEye shall work in good faith with the User to ensure that the User has access to LogisEye reporting and records for User-related activities. It needs to proactively manage its business, which includes but is not limited to inbound, customs, distribution center, and outbound.
- During the term of this Agreement and not more than once per year (unless circumstances warrant additional audits as described below), LogisEye may audit the User’s policies, procedures, and records that relate to the performance of the User under this Agreement to ensure compliance with this Agreement. Notwithstanding the foregoing, the Parties agree that LogisEye may conduct an audit at any time, in the event of (i) audits required by the LogisEye governmental or regulatory authorities, (ii) investigations of claims of misappropriation, fraud, or business irregularities of a potentially criminal nature, or (iii) LogisEye reasonably believes that an audit is necessary to address a material operational problem or issue that poses a threat to Servicer’s business.
- In cases where any payment error is discovered during the audit, the party in whose favor the error was made will pay the other the amount of the error. We will pay for the audit unless the audit uncovers payment errors in our favor of five percent (5%) or more of the total amount of Seller Fees or paid by you to us under this Agreement. In this case, you must pay for the cost of the audit and all our related expenses.
6. Buying on LogisEye Platform
6.1 Buying Freight and/or Cargo Insurance Services:
The Users can use the LogisEye Platform to look for and evaluate the Sellers and to request and manage the various price quotes and related terms required for obtaining the freight, cargo insurance, and/or other services. If the User is using the LogisEye platform as a Buyer, then the User is required to pay for using the LogisEye Services along with freight, cargo insurance, and other services that the User purchases from a Seller. In addition to the above, according to the payment method chosen by the user, the charges concerning the payment processing fees (“Processing Fees”) shall be made applicable as and when required.
6.2 Accepting Quotes:
- Orders: An Order is created when the User as a buyer accepts the Quote which further becomes a legally binding agreement between the Buyer and the Seller who provided that Quote. The responsibility for honouring any Orders and performing the applicable Freight Services lies with the Seller and LogisEye shall in no case be held liable for any kind of breach in completion of any order. The Quote which is accepted by the Buyer shall clearly state the identity of the Seller who provides it. The User as a Buyer of the Freight, Cargo insurance services, and/ or other services shall agree to accept any terms, conditions, rules, and restrictions that are imposed by the Seller providing the services.
- SOP: The Users agree that under certain circumstances as specified by LogisEye, the terms listed under “Standard Operating Procedure” (SOP) of LogisEye will become part of the Order agreement between Buyer and the Seller, subject to any conflicting terms imposed by a Seller in a particular Order which will take precedence. The provision is included to ensure a remarkable experience for all the Users of the LogisEye Platform.
- Grace Period: LogisEye may at its absolute discretion from time to time set a grace period of a specified duration (for example, 24 hours) after an order is made (“Grace Period”), during which either the Buyer or the Seller may cancel the Order for any reason, and in the event of such a cancellation, none of the User will have any further responsibility to one another for the cancelled Order. If a Grace Period applies, LogisEye will state this clearly at the time when the Order is made.
6.3 LogisEye is not the Seller:
The Buyers are under an obligation to use and access the LogisEye platform at their own risk.
The Buyers are also encouraged to do their research on any Seller with whom the Buyers may like to engage themselves. LogisEye just helps the Buyer find Quotes from Sellers and provides a marketplace and eBidding/reverse auction platform for Freight and Cargo insurance. In no case, LogisEye itself will be considered as a Seller of any Freight or Cargo insurance services. Nevertheless, LogisEye shall provide a choice to the User to opt for freight and cargo insurance as the User wishes. Sellers are not the agents or contractors of LogisEye nor does LogisEye endorse any Sellers or in any way supervise, direct or control a Seller’s performance of Freight Services. LogisEye does not warrant that any Seller will meet the Buyer’s expectations in performing Freight Services nor guarantee specific service levels.
LogisEye is under no obligation to conduct background checks on any Seller, other than on a discretionary basis. LogisEye publishes the reviews of the Sellers from time to time, but in no way guarantee the accuracy of any reviews and warn the Users that reviews can be misleading. The liability of LogisEye is limited to acting as a collection agent for Sellers so if any transaction has been entered into with relation to the purchase of Freight and/or Cargo insurance services, LogisEye will have the authority to collect payment and the Buyer agrees that if there is any failure to make the payment which is due, Seller and/or LogisEye as their agent will have the right to detain release of a cargo shipped under the LogisEye Platform until the freight is paid in full.
6.4 Dispute with Sellers:
The Buyer by using the LogisEye platform agrees that they will try to resolve their concerns directly with the seller in relation to any orders that they place with the Seller. For that purpose, Buyers can either use the inbuilt communication channels in the LogisEye platform or will deal with the customer directly. In any circumstance, if the Buyer is not able to resolve their concerns with the Seller directly, then such concern must be reported to LogisEye through a formal complaint which will then be addressed by LogisEye in the manner it considers appropriate.
The Buyer understands that any legal remedy or liability that the Buyer seeks to obtain for actions or omissions of Sellers or other third parties will be limited to a claim against the particular Sellers or other third parties who caused the particular harm. LogisEye will not be responsible to provide any legal remedy with respect to such actions or omissions.
6.5 Buyer Payment Terms:
- LogisEye as Payment Agent: LogisEye acts as the payment agent of the Seller (also known as an agent of the payee) in order to collect money from the Buyer for the freight
and any other ancillary services. LogisEye may on its discretion, request in respect of a particular Order that the Buyer makes the payment to the Seller directly, but any such Order remains an Order made through the LogisEye Platform. LogisEye has its own policies and practices with respect to the terms of the payment policy applying to any Order and the same will be presented to the Buyer at the time of making the Order and there may be further guidelines published from time to time in the Seller’s SOP and Buyers Terms and Conditions.
- Quotes: The Buyers using the LogisEye platform agrees to pay the amounts presented in a Quote and any other amounts that are owed to the Seller in connection with an Order including but not limited to the Accessorial Charges which shall comprise of the fees or any service charges that are added to a particular delivery due to unexpected delays or additional services provided by the carrier to complete that particular delivery (“Accessorial Charges”). The Buyer also agrees to provide any documentation reasonably requested by a Seller for the purposes of the Order and the Buyer is under obligation to ensure the accuracy and timely submission of such documentation to the Seller. LogisEye shall make reasonable efforts to ensure that Quotes displayed on the LogisEye Platform are all-inclusive. However, the Buyer may be charged an amount that is added to the amount of the Quote in certain circumstances depending upon the terms and conditions of the Seller.
- Insurance, Customs Brokerage, Cost on Value Added Services, Taxes, and Import Duties: Unless specifically stated, freight insurance, costs on value-added services, and customs brokerage charges are not included in a Quote for Freight Services. Import duties are not included in a Quote and the Buyer may have to pay the same to the destination government. Value-added tax and/or sales tax (if applicable) are only included if they are specifically listed in the fee breakdown of an Order.
- Changes to Payment Policies: LogisEye reserves the right to make changes to the payment policies and practices at any time, for any reason, and without advance notice to the Users. LogisEye may sometimes at its own discretion offer different payment options or offer certain Buyers credit facility to make a payment at a later date. Where the payment is arranged through payment gateways using credit/ debit card or a credit facility is offered to any Buyers, LogisEye reserves the right to charge extra fees for these arrangements and the Buyers agree to pay these Processing Fees to LogisEye directly as provided in Clause 6.1 above.
- For LogieBid- Where Buyer opts to settle the payments directly to the Seller for the freight services and/or any other services based on the credit facility offered by the Seller during eBid, LogisEye will not be responsible for that payment. It is the sole obligation of the Buyer to settle the payment to the Seller on or before the due date. In case of any dispute, the Seller will not take any action against LogisEye for the non-payment.
7. Selling on LogisEye Platform
7.1 Selling Freight Services
- Where You Can Sell: The User as a Seller of Freight or any other services will use own Account to control any of the Freight or any other services that are actively offered to Buyers through the LogisEye Network.
- Representations: The Seller by using the LogisEye platform agrees to hold all the required permits, licenses, knowledge, and experience to offer the Freight Services and/or Cargo Insurance.
- The Seller also agrees to provide LogisEye with an updated Pricing List and the data about the Seller’s company or shipments which is reasonably required for compliance with all the laws and regulations. The prices applicable to the transactions will be as per the pricing list and LogisEye will in no case be held responsible for any incorrect price-related information. In the event, the Seller fails to provide the latest required data, LogisEye reserves the right to hold access to the LogisEye Platform to the Seller.
- Reselling: Businesses that are both Buyers and Sellers (e.g., freight forwarders) may configure the LogisEye Platform to automatically search for Quotes that are available for them to Buy, mark-up the prices in those Quotes, and use that in creating a Quote which they offer to Sell (“Reselling”). In cases of reselling, LogisEye acts as the payment agent of the LogisEye Seller except on eBids where the Buyer may agree to settle the payment directly with the LogisEye Seller. LogisEye is not a party for the reselling agreement between the reseller and their buyer.
7.2 Services provided by LogisEye to the Sellers.
LogisEye will provide the following services:
- Based on the information that the buyer provides on the LogisEye platform, LogisEye shall look at rates provided by the seller and automate the generation of the price quotes from LogiQuote and or LogInsure.
- Buyers can create and launch E-Bids /reverse auctions through LogieBid platform. Based on the information provided by the Buyer and the Sellers selected or invited for participation in the eBid, LogieBid can schedule the launch of eBid/reverse auction automatically or can opt for manual launch. Sellers will be notified upon launch of such eBids where they can confirm their participation or reject the request. Based on different LogieBid features selected by the buyer, sellers can submit the bids. The Buyer has the option to invite the bidder who is not registered with the LogisEye platform. In the event the Buyer invites any such bidder to participate in the bid, the entire responsibility shall be on the Buyer and such bidders. In such cases, LogisEye will in no case be held responsible or liable for any untoward incident happening in relation to the bid.
- It is the responsibility of the Seller to ensure that they update every eBid with correct selling rates, currency, transit time, and their specific terms and conditions including the agreed credit period. In the event the seller makes any major data entry error while submitting the rate submission, the seller must immediately contact the LogisEye Customer Service team to seek assistance to correct such errors. Any such requests shall be sent within a maximum of 15 minutes before bid closing time. In all cases, the Buyer reserves the right in awarding the bid.
- Where the Buyer routes the shipments through LogiQuote or LogieBid applications, users can get visibility of the shipments subject to various timestamps updated by the Seller through API’s or manually, except where an eBid is awarded to any non LogisEye registered bidder.
- Seller Fees: Sellers may subscribe to different digital solutions in LogisEye Ecosystem to offer their services to Buyers. Based on different advanced features available in the ecosystem, LogisEye shall agree with Sellers on applicable order Fees for different services (“Success Fees”) which the Seller will have to pay to LogisEye upon a successful order being placed in the LogisEye ecosystem. We reserve the right to change the Seller Fees from time to time with advance notification to Seller before the implementation of such changes.
- Billing and Payment of Seller Fees: LogisEye will invoice the Seller Fees to the `seller on a monthly basis. Based on the credit period agreed with the Seller, LogisEye can deduct the invoice for Seller Fees for any of the other payments due to the Seller. In the event there exist any country restrictions on netting off the receivables and payables, Seller agrees to pay the seller Fees as per the agreed credit terms.
- Based on the configuration option chosen by the Seller, LogisEye shall advertise and promote the Freight Services on the LogisEye Platform. LogisEye shall facilitate the communication or document exchange between the Seller and the Buyer. LogisEye may guide on the list of standard shipping and related document for selected trade lanes. It is the responsibility of the buyer and seller to agree on different shipping and related documents that one requires for the execution and customs clearance of the shipments at origin or/and destination based on country-specific requirements. The seller must ensure to send the original shipping and related documents to the destination where the original documents are required for customs clearance etc.
- The liability of LogisEye is limited to acting as a collection agent for Sellers for shipments routed through LogiQuote, LogInsure, and LogieBid where the Seller opted for a collection of payment through LogisEye. The Seller confirms that LogisEye will have the authority to collect payment on all such shipments.
- By accepting this Agreement, the Sellers appoint LogisEye as the limited agent just for the purposes of collection. Once the collection of payment due is done, the Sellers agree that there are no outstanding claims against Buyer for such shipment or payment.
- To help LogisEye collect the outstanding payment, the Sellers agree upon our request to hold off releasing cargo to a Buyer if the Buyer has not fulfilled its payment obligations.
- Seller is fully and solely responsible for determining the correct VAT/tax consequences of the invoice for Freight Services and any other services.
The Sellers authorize LogisEye to appoint sub-agents who may also market the Quotes that are generated for the Freight Services and any other services that are provided so that the number of customers stands increased.
7.4 Seller Rates, Fee, SOP, and Payment Policies:
- Quote and Applicable Terms in LogiQuote and or LogInsure: Seller is under obligation to ensure the accuracy and of tariffs, data, and other Customer Content which is used to generate Quotes. Seller shall be bound by the Quote which is selected by the Buyer and the Sellers agree that the price that a Buyer will pay for the Freight Services and/or cargo insurance is the amount specified in the Quote selected by the Buyer.
- SOP: The Sellers agree that under certain circumstances as specified by LogisEye, the terms listed under “Standard Operating Procedure” (SOP) of LogisEye will become part of the Order agreement between the Buyer and the Seller, subject to any conflicting terms imposed by a Seller in a particular Order which will take precedence. The provision is included to ensure a remarkable experience for all the Users of the LogisEye Platform.
- Payment Policies: The payment policy that LogisEye adheres to is detailed in its SOP which states the terms as to how and when shall LogisEye collect money from Buyers and how that money shall be passed on to the Sellers. However, LogisEye reserves the right to make changes to the payment policies and practices at any time and for any reason and such notification shall be provided to the Seller by email and/or by posting to the LogisEye Platform.
The Users of the LogisEye Platform agree that when a specific Buyer makes an Order through LogisEye (“Initial Order”) for Freight Services and or Cargo Insurance Services, then, in that case, the Seller shall not target or directly sell Freight Services to Buyers introduced through LogisEye for a period of at least 24 months from the introduction of such Buyer and Buyers shall not deal directly with Seller introduced through LogisEye.
LogisEye reserves the right to terminate or suspend the Account in respect of any breach of this provision by either the Buyer or the Seller. The provision of non-circumvention will not apply if the same Buyer had ordered services from Seller’s organization in the six months before the Initial Order. Non-circumvention will also not apply if a different part of Seller’s organization sells to the Buyer coincidentally, without being aware of any Order from that Buyer that came through LogisEye.
- LogisEye does not endorse any of the Buyer or Seller nor is LogisEye responsible to conduct any background checks on the Users of the LogisEye platform. However, LogisEye reserves the right to conduct background checks on a discretionary basis and the Users agree to cooperate and provide LogisEye with all the requested information accurately.
- The Seller’s access to and use of LogisEye and LogisEye Services is at their own risk. LogisEye encourages the Seller to do their own research and due diligence on any Buyer with which they may engage through an Order, just like a Seller of ordinary prudence would do outside LogisEye.
- The Seller is not an agent, contractor, employee, or any affiliated entity of LogisEye, and in no way does LogisEye supervise, direct, or control the Seller’s performance of Freight Services. No background checks on the Sellers are as such done by LogisEye except on a discretionary basis for which the user agrees to provide LogisEye with all the necessary information.
- Dispute with Buyers: The Seller by using the LogisEye platform agrees that they will try to resolve disputes directly with the Buyer with respect to any transactions entered into on the LogisEye platform. For that purpose, the relevant provisions of the Seller’s SOP shall be taken into consideration. The Seller understands that any legal remedy or liability that the Seller seeks to obtain for actions or omissions of Buyers or other third parties will be limited to a claim against the Buyer or other third parties who caused the particular harm. The Seller agrees that LogisEye will not be responsible to provide any legal remedy with respect to such actions or omissions.
9. Transfer and Access to Information
- The Users shall limit access and use of any LogisEye system solely to the supply of Services and shall not access or attempt to access any intranet, computer systems, files, software, or services other than those required for the supply of Services. The Users shall strictly follow all security rules and procedures of LogisEye for restricting access to its computer systems. All user identification numbers and passwords disclosed to the Users and any information obtained by Users because of User’s access to and use of LogisEye’s computer systems shall be deemed to be and treated as, LogisEye proprietary information. The Information shall be treated with the same degree of care as such Users use for its own information of a similar nature but in no event a lower standard than a reasonable standard of care.
- The Users are bound to cooperate in the investigation of any apparent unauthorized access to any LogisEye computer system.
- Unacceptable Use: The user agrees not to do any of the following in connection with the use of the LogisEye Services:
- Post, upload, publish, submit, or transmit any Content that: (i) infringes, misappropriates, or violates a third party’s Intellectual Property Rights or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity, or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror, or frame the LogisEye platform or any individual element within LogisEye, LogisEye’s name, any LogisEye trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, unless expressly allowed under the terms of this Agreement.
- Access, tamper with or use non-public areas of the LogisEye Platform or LogisEye computer systems.
- Attempt to probe, scan or test the vulnerability of any LogisEye system or network or breach any security or authentication measures.
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by LogisEye or any of LogisEyes’ providers or any other third party (including another user) to protect LogisEye or LogisEye’s Content.
- Attempt to access, search, or download LogisEye or LogisEye’s Content, using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by LogisEye or other generally available third-party web browsers.
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other forms of solicitation.
- Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail bombing LogisEye.
- Collect or store any personally identifiable information from LogisEye or regarding other users of the LogisEye Services without their express permission.
- Impersonate or misrepresent your affiliation with any person or entity.
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
- Our Enforcement Rights: LogisEye reserves the right to monitor access to or use of the LogisEye platform or to review or edit any Customer Content to ensure compliance with this Agreement and to improve the user experience.
LogisEye has the right to remove or disable access to any Customer Content, or any Account, at any time and without notice if it finds any Customer Content to be objectionable or in violation of this Agreement. LogisEye has the authority to investigate violations of this Agreement and to consult with the law enforcement authorities accordingly to prosecute users who violate the law. The user understands that LogisEye may also use third parties, including collection agents, to help in the enforcement of this Agreement.
- Compliance with Laws: The User undertakes to comply with all the applicable laws, rules, and regulations, including but not limited to sanctions, anti-corruption, anti-money laundering, and tax laws in the performance of this Agreement.
10.1 Subject to the provisions of this Agreement, the Users agree to and shall indemnify and hold harmless each LogisEye, its officers, directors, employees, and authorized agents harmless from and against all damage, loss, liability, and expense (including, without limitation, reasonable expenses of an investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Damages”) incurred or suffered by LogisEye or as a result of damages arising from a claim by a third party, in each case, arising out of or in connection with User’s breach of this Agreement, violation of the law, breach of User’s representations and warranties outlined in this Agreement, and User’s negligence or misconduct.
10.2 Waiver of Subrogation.
10.2.1 The Parties mutually agree that with respect to any loss which is covered by self-insurance, insurance then being carried by them respectively, or required to be carried hereunder, the one self-insuring, carrying or required to carry such insurance and suffering said loss hereby releases the other of and from any and all claims with respect to such loss; and the parties further mutually agree that their respective insurance companies (including self-insurance) shall have no right of subrogation against the other on account thereof.
Cargo insurance shall be opted by the User as required, using the rate comparison platforms provided by LogisEye through its LogiQuote, LogInsure, and LogieBid, to accelerate and simplify procurement of logistics services. LogisEye is not a party to the cargo Insurance contract.
We will provide you with the option to pay the cargo Insurance premium to the cargo insurance provider through us or directly as may apply. Notwithstanding anything contained herein, no provision of this Agreement shall deem LogisEye as a provider of insurance services.
11. Confidential Information
- “Confidential Information” means: (i) LogisEye methods of operation; (ii) Market data; (iii) proprietary user programs and codes; (iv) LogisEye Materials and LogisEye Content; (v) User Content; (vi) any business or technical information that a party discloses to the other party and designates as “confidential” or “proprietary” at the time of disclosure; (vii) any information that, due to its nature or the circumstances of its disclosure, the receiving party knows or has reason to know should be treated as confidential or proprietary: and (viii) all information related to the business, LogisEye services or any of its users, other than the publicly available information.
- The Confidential Information shall be used solely in connection with this Agreement and the Logistics Services and/or any other services provided hereunder. The Parties agree to take all necessary steps to ensure the protection of the Confidential Information and shall in no event disclose Confidential Information to third parties.
- Each Party agrees that it will not publish, communicate, divulge, disclose, or use any confidential information described in the Agreement except to further the performance of their duties connected thereto. In the event of a breach or threatened breach of the provisions of this Agreement, the non-breaching party shall be entitled to an injunction restraining the breaching party from disclosing or using, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting either party from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.
- The Parties hereto agree that they will reveal such Confidential Information only to those of their officers and employees who, in their reasonable judgment, have a need to know such confidential information for the intended purposes.
- The Parties hereto also agree that the Confidential Information described in the Agreement shall not include the following:
- Information that becomes part of the public domain through no fault of the recipient.
- Information that is disclosed to the recipient by a third party without breach of any obligation or other restriction.
- Information that is known to the recipient at the time of disclosure and has been so documented prior to receipt thereof.
- Information that has been independently developed by the recipient without access to any information furnished to it by discloser and has been or is so documented.
- Information that is disclosed by recipient to the extent required to be disclosed pursuant to any applicable law or order, decree, or directive of any competent judicial, legislative or regulatory body or authority, provided that the recipient shall have provided prior notice to discloser of such requirement and an opportunity for the discloser to take action to contest or attempt to prohibit or limit such disclosure as permitted by law and such information shall continue to be Confidential Information for the purposes hereof to the extent disclosure is prohibited or limited by law.
- Information that is agreed to be disclosed to Buyers to evaluate the Seller and assist them in the selection of Seller for various services.
- Shipment statistics and various performance matrix used in LogisEye Dashboard on shipments handled by Sellers/Buyers where data access will be limited to the shipments handled by them.
- Information that is rightfully received without restriction on use or disclosure from a third party, who has the right to provide such information.
- In addition, if the user being a company sets up a Business Account and associates Authorized Users’ Accounts with the Business Account as contemplated in Section 4.2, the user content will be accessible by all authorized users via the LogisEye Platform and LogisEye Services, subject to the LogisEye Platform settings created by the Business Account holder. Similarly, data may be shared between linked Business Accounts of affiliated businesses.
- All Confidential Information shall be owned and shall remain the sole and exclusive property of the discloser, and all rights to Confidential Information made available to the recipient by discloser shall be held in trust by the recipient for the exclusive benefit of the discloser.
- All Confidential Information of the discloser shall be held in confidence by the recipient. Recipient shall not:
- reproduce the Confidential Information of discloser without the written consent of discloser or.
- use the Confidential Information for any purpose other than the performance by the recipient of its obligations under this Agreement.
- disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms outlined in this Section. Each party will employ all reasonable steps to protect all Confidential Information disclosed by the other party from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance. The foregoing obligations will not restrict either party from disclosing such Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (ii) to its legal or financial advisors; (iii) as required under applicable securities regulations; and (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
- Any materials or documents such as Quotes, purchase orders, invoices, receipts, and other relevant communications including email notifications & alerts in relation to the transactions carried out using LogisEye Platform must be shared by the Buyers and Sellers amongst themselves without keeping anything confidential in relation to that particular transaction with each other.
- Return of Materials- Any materials or documents, which have been furnished by one party to the other, shall be immediately destroyed upon the disclosing party's written request or upon the conclusion of the project (whichever is earlier).
12. Representations and Warranty
The Parties represent and warrants that:
- It has the right, power, and authority to execute this Agreement and to perform its obligations hereunder, and that it has taken all licenses, corporate and other acts required to be taken by it to authorize the execution of this Agreement and all documents and instruments required or contemplated hereunder and the transactions contemplated hereby.
- The execution and delivery of this Agreement and the performance of its obligations under this Agreement do not and will not violate, conflict with, or result in a breach of any decree, memorandum, and/or articles of incorporation, charter, by-law, law, contract, or obligation to which it is a party or by which it is bound.
- It shall adhere to, observe, and comply with the law, rules, regulations, codes, guidelines, and restrictions as may be or becomes applicable from time to time in relation to the Services rendered under this Agreement.
- LogisEye represents that the Logistics Services shall be provided in accordance with the terms of this Agreement and that the same will be provided in a good and workmanlike manner.
- The LogisEye’s Platform and LogisEye Services are provided “As is’ without warranty of any kind. Without limiting the foregoing, LogisEye explicitly disclaims any warranties of fitness for a particular purpose or non-infringement, and any warranties arising out of course of dealing or usage of trade. LogisEye makes no warranty that using LogisEye or LogisEye Services will result in a higher number of customers or increased revenue for the users or its business. LogisEye makes no warranty that the LogisEye platform or LogisEye Services will meet the user’s requirements or be available on an uninterrupted, secure, or error-free basis.
13. Intellectual Property Rights:
- Intellectual Property. "Intellectual Property" means any and all of the following in any jurisdiction throughout the world.
- trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing.
- copyrights, including all applications and registrations related to the foregoing.
- trade secrets and confidential know-how.
- patents and patent applications.
- websites and internet domain name registrations; and
- other Intellectual Property and related proprietary rights, interests, and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). Parties hereby agree that specific terms regarding Intellectual Property shall be clear and definite to ascertain the rights over the Intellectual Property and any work being part of the services provided to the other party.
- Any Intellectual Property developed solely by LogisEye under this Agreement will remain the sole and exclusive property of LogisEye. Except for rights expressly granted under this Agreement, nothing in this agreement will function to transfer any of LogisEye's Intellectual Property rights to the other Party.
- Except as expressly stated herein, nothing in this Agreement shall be deemed to grant, either directly or indirectly by implication, estoppels or otherwise, any licenses to the Users of LogisEye proprietary Information or any trademarks, and Users acknowledges that LogisEye shall retain exclusive right and title to the foregoing.
- LogisEye reserves the right to terminate the use of the LogisEye platform by the users who are seen to repeatedly commit the infringement of copyright.
- User’s Intellectual Property: Any Information and other materials that are made available on the LogisEye platform by the User shall be the exclusive property of the user. The User shall be solely responsible for the accuracy and legality of any content that it submits to the LogisEye platform. The User by making its content available on the LogisEye platform, grants to LogisEye a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to access, process, analyze, store, use, copy, and modify the Content in connection with operating the LogisEye Platform and providing the LogisEye Services.
- User Data Maintenance and Backup Procedures: The Content of the Users shall be stored, backed up, and secured in a commercially reasonable way by LogisEye. Any lost or corrupted User content will be restored from the latest backup of such User content maintained by LogisEye. LogisEye will not be responsible for any loss, destruction, or untoward incident with the User content as a result of an act of any third party.
The efforts of LogisEye to restore lost or corrupted User content will be limited to the content in connection with the LogisEye services and LogisEye platform.
- Anonymous and Reference Data: The User by making its content available on the LogisEye platform, gives LogisEye the right to generate anonymous and reference data through the User Content without disclosing the identity of the user which shall be used for the purposes as LogisEye may deem fit for improving its services. This anonymous and reference data which is generated by LogisEye by its very nature shall not be considered as Confidential Information for the purposes of this Agreement and shall be the property of LogisEye.
- Trademark License: LogisEye and the User grants each other a non-exclusive, non-transferable, non-assignable, royalty-free, worldwide license, without the right to grant sublicenses, to use each other’s name and logo on the list of its customers, vendors, and technologies. All goodwill associated with the use of such name and logo inures to the benefit of LogisEye or the User who owns such name and logo.
14. Limitation of Liability
- Notwithstanding anything contained in this Agreement, neither Party shall be liable to the other Party for any indirect, special, incidental, exemplary, or consequential damages including but not limited to loss of profit, data or goodwill, service interruption, or technical failure arising out or in connection to this Agreement or from the use or inability to use the LogisEye Platform or LogisEye services whether liability is asserted in contract or tort (including negligence and strict product liability) and irrespective of whether or not LogisEye has been informed of such loss or damage.
15. No Partnership
- Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third person to create the relationship of employee and employer, principal and agent, or of partnership or joint venture. The User assumes full responsibility for, and LogisEye will have no liability with respect to, the User’s employees or agents. Subject to the provisions of this Agreement, including indemnity, LogisEye assumes full responsibility for, and the User will have no liability with respect to, LogisEye’s employees or agents.
- Nothing contained in this Agreement shall establish or be deemed to establish any fiduciary relationship between the parties hereto. The parties’ respective rights and obligations hereunder shall be limited to the contractual rights and obligations expressly set forth herein on the terms and conditions set forth herein.
16. Validity and Termination
- This Agreement shall commence on the Effective date of this Agreement and shall remain valid until and unless earlier terminated in accordance with the terms of this Agreement.
- LogisEye may at its sole discretion by providing the User with 90 days’ notice terminate the User’s access to and use of the LogisEye Platform, including the Business Account. However, in cases when there is a substantial breach of this Agreement or abuse of the LogisEye platform by the User, LogisEye reserves the right to terminate the account of the User without serving a prior notice.
- The Parties shall each have the right to terminate this Agreement if the other party is in material breach of this Agreement, including but not limited to any monetary breach beyond the applicable cure period. Such termination shall follow written notice to the breaching party specifying the nature of the breach. If such breach has not been cured within 15 days after written notice of such breach is delivered to the breaching party, (or such longer time as may be necessary because of the nature of the breach, provided the breaching party is diligently attempting to cure such breach and provided that no additional notice or cure period beyond those specified elsewhere in this Agreement shall apply in the event of a monetary default), the non-breaching party may thereupon terminate this Agreement upon an additional 7 days written notice to the breaching party, and the non-breaching party shall be entitled to all remedies available at law or in equity.
- Either party shall also be entitled to terminate this Agreement on giving written notice to the other to take effect as specified in the notice if:
- The other becomes insolvent or a receiver is appointed over any of such other party’s property or assets.
- The other party goes into liquidation, except for the purposes of amalgamation or restructuring, and the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on such other under this Agreement.
- The other party ceases or threatens to cease to carry on business.
- Ongoing Transactions: Any such Termination shall not invalidate any ongoing transaction between the Buyer and the Seller on the LogisEye platform in which the Buyer has a copy of a valid unexpired Quote from the Seller and wishes to place an Order or the performance of Freight Services under an Order made through the LogisEye Platform is ongoing, then the same shall be completed as any other transaction that might be completed if such termination would not have taken place. Both Buyer and Seller are under liability and agree to perform their respective obligations that are required for the successful completion of the ongoing transaction.
- Upon the expiration or termination of this Agreement, The User will no longer be able to access the LogisEye platform or use LogisEye Services and each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control.
- Survival. Notwithstanding anything contained in this Agreement, the rights and liabilities of the parties contained in the following Sections will survive termination of this Agreement: 5.2 (Audit); 6.4 (Disputes with Sellers); 7.5 (Non-Circumvention); 8.4 (Disputes with Buyers); 9.3 (Our Enforcement Rights); 10 (Indemnification); 12 (Representations and Warranties); 13 (Intellectual Property); 13.6 (Data Maintenance and Backup Procedures); 14 (Limitation of Liability); 16 (Effect of Termination); 16.5 (Ongoing Transactions) and 16.8 (Survival)
17. Force Majeure
- Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including, but not limited to fire, floods, storms,embargoes, war or acts of war (declared or undeclared), insurrections, riots or other civil commotions, acts of terrorism, lockouts, or other labor disturbances, explosions, sabotage, accidents, governmental orders, change in statutes and/or rules & regulations, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, acts of God; or acts, omissions, or delays in acting by any governmental or military authority, or the other party (collectively, “Force Majeure”); provided, however, it is understood that:
- This Section only operates to suspend, and not to discharge, a party’s obligations under this Agreement, and that when the causes of the failure or delay are removed or alleviated the affected party shall resume performance of its obligations hereunder and
- This Section shall not excuse a party’s obligation to pay money, provided that the User shall not be obligated to pay for any Logistics Service and/or any other services during the pendency of LogisEye’s failure to provide such particular Logistics Service on account of such Force Majeure event.
- A Party that is unable to fulfill its obligations due to any Force Majeure event shall:
- Promptly after the occurrence thereof give notice to the other party with details of such event and
- Work diligently and use its commercially reasonable efforts to remedy such event as promptly as practicable, including using other distribution centers to the extent reasonably possible during the duration of such occurrence. If LogisEye is unable to provide any of the Logistics Services and/or any other services due to Force Majeure, both parties shall work together in good faith and exert commercially reasonable efforts to cooperatively seek a mutually satisfactory solution.
- Both the Parties shall work together in good faith to establish a mutually agreeable business continuity plan which specifies how Logistics Services and/or any other services will be provided in the event of an event of Force Majeure.
If any provision of this Agreement is held illegal, invalid, or unenforceable by any competent authority in any jurisdiction, such illegality, invalidity or unenforceability shall not in any manner affect or render illegal, invalid, or unenforceable such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction, and such invalid or unenforceable provision shall be replaced for the purposes of the jurisdiction in which it is held to be illegal, invalid or unenforceable with an enforceable clause which most closely achieves the result intended by the invalid provision.
19. Entire Agreement
This Agreement and the schedules attached hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate all prior negotiations and understandings. There are no covenants, promises, agreements, conditions, or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein. No representation or warranty has been made by or on behalf of either party to this Agreement (or any officer, director, employee, or any authorized agent thereof) to induce the other party to enter into this Agreement or to abide by or consummate any transactions contemplated by any terms of this Agreement except representations and warranties, if any, expressly set forth herein. No alteration, amendment, change, or addition to this Agreement shall be binding upon either party unless in writing or signed by both parties.
20. Headings, Interpretation, and Construction
The Headings to sections of this Agreement are inserted for convenience of reference only and in no way define, limit, or describe the scope of this Agreement or the meaning of any provisions of this Agreement. The words “include,” “includes,” “including” and “such as” are deemed to be followed by the phrase “without limitation”. All references to “days” shall be to calendar days unless otherwise specified.
21. Rights and Remedies Cumulative
All rights and remedies available to either of the parties under the terms of this Agreement or the general law shall be cumulative and no exercise by either of the parties of any such right or remedy shall restrict or prejudice the exercise of any other right or remedy granted by this Agreement or otherwise available to it.
During the term of this Agreement, both parties agree to refrain from soliciting or employing or engaging in any capacity, directly or indirectly, any employee of the other party. Nothing herein shall prevent either Party from hiring an employee of the other party who responds to an advertisement (through mass media) for employment opportunities.
The parties acknowledge that they have read this Agreement and its Annexures, understood them, and agree to be bound by the terms and conditions and further agree that this Agreement and its Annexures are the complete and exclusive state of the agreement between the parties, superseding all prior proposals or other agreements, oral or written and all other communications relating to the subject.
This Agreement may be executed in counterparts, each of which when executed by the parties hereto shall be deemed an original and all of which together shall be deemed the same Agreement.
Except as expressly outlined in this Agreement, neither this Agreement nor any license or rights hereunder, in whole or in part, shall be assignable or otherwise transferable whether by operation of law or otherwise, without the prior written consent of the other Party. Any change of control in fact of a Party shall be deemed to constitute an assignment for the purposes of this Section.
The failure of either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this Agreement. The waiver of any such right or provision must be in writing and signed by the duly authorized respective of the respective party for such waiver to take effect.
Any consent, waiver, notice, demand, request, or other instrument required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given and received:
- when left at the appropriate address if sent by registered mail or international air courier; or
- when received if sent by electronic mail (e-mail).
28. Governing Law
- This Agreement shall be construed and interpreted in accordance with the laws of the Emirate of Dubai, United Arab Emirates.
- Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved by arbitration under the Arbitration Rules (“the Rules”) of the Dubai International Arbitration Centre (“DIAC”) in Dubai, by three arbitrators.
29. Governing Language
- This Agreement and the Related Agreements are executed in English. The English language shall be the governing language despite translation into any other language(s). No translation, if any, of this Agreement into any other language shall be of any force or effect in the interpretation of this Agreement or a determination of the intent of each of the Parties.
- The English language shall be used and be the official language for all the written communications between and among the Parties.