CartonCloud terms and conditions of service / end user license agreement

Important: before accessing or using any part of the CartonCloud Application website (the "Website”), you should read carefully the following terms and conditions of service (the “Terms”, “Terms and Conditions” and/or “Agreement”). This is a legal agreement between you and, where the Services are provided in:

(a) North America or South America, CartonCloud CA Inc. BN 708314109; or

(b) Australia, New Zealand or anywhere else in the world (excluding North America and South America), CartonCloud Pty Ltd ACN 141 337 395,

("CartonCloud").

These terms and conditions govern your access to and use of the Website and to all services, products, applications, software, programs, tools, materials, content, websites or pages, mobile applications, installed applications, electronic data interchange, e-mail, and service offerings or information available through the Website or used in any manner related thereto (with the foregoing collectively referred to herein as the "Service" and/or the "Services").

CartonCloud is willing to allow you access to and use of the Website and/or Services on the condition that you accept and agree to all of these Terms and Conditions.

If you do not agree with these Terms and Conditions, do not access or otherwise use the Website and/or the Services. By accessing, viewing, or using the Website and/or the Services, you indicate that you have read and understand these Terms and Conditions herein and, as they may change from time to time, that you agree to them and intend to be legally bound by them without reservation. "you" or "your" refers to the individual using the Service and if you use the Service on behalf of an entity, then "you" shall include that business entity and any individuals associated therewith using the Service. If you are using the Service on behalf of an entity, you are nevertheless individually bound by these terms and conditions even if your company has a separate agreement with CartonCloud.

The Terms and Conditions are as follows:

1) LIMITATIONS ON Service: YOU agree to comply with and adhere to the Terms and Conditions and any other policies issued by CartonCloud related to the Services. Violation of any of the Terms and Conditions stated herein or any other CartonCloud policies may result in termination of YOUR access to and/or use of the Services at CartonCloud’s exclusive discretion. CartonCloud reserves the right to, and YOU hereby acknowledge and agree that, CartonCloud may in its sole discretion refuse access to and/or use of the Services to anyone or any entity for any reason at any time, including to YOU.

2) AMENDMENTS AND UPDATES TO THE TERMS AND CONDITIONS: CartonCloud reserves the right to update, augment and/or change the Terms and Conditions from time to time without notice. YOU agree that any new features that augment or enhance the Service, including the release of new tools and/or resources, shall be subject to the Terms and Conditions. Continued use of the Service after any such changes shall constitute YOUR express, irrevocable consent to such changes. YOU can review the most current version of the Terms and Conditions at any time at https://app.cartoncloud.com/terms-of-service.

3) MODIFICATIONS TO THE Service: CartonCloud, in its sole discretion, has the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice for any reason at any time.

4) CARTONCLOUD SERVICE: The Service is an internet based software platform that provides a logistics management solution designed to streamline logistical processes. The Service is not itself, nor is it an agent for, a broker, motor, air, or rail carrier, freight forwarder or any other form of freight transportation provider (individually or collectively referred to as a "Logistics Provider" or "Logistics Providers" respectively).

• For the avoidance of doubt, all rates, quotations, and transit times are provided directly from Logistics Providers and CartonCloud is not responsible for the accuracy or completeness of that information. Any shipments with a Logistics Provider participating in the Service platform are subject to the terms and conditions of the particular Logistics Provider with whom transportation and/or warehousing has been arranged and CartonCloud has no responsibility or liability for any of the foregoing.

5) SUBSCRIPTION FEES AND PAYMENT TERMS: CartonCloud offers payment-based service plans under which CartonCloud charges a subscription fee for use of the Services. Subscription fee rates will be established upon the opening of an account with CartonCloud by YOU or by the business entity with whom YOU are employed. All users are subject to credit approval. All charges are payable in either, where the Services are provided in: (a) the United States of America or Canada, United States or Canadian Dollars as dependent on the location in which you receive the Services; or (b) South America or elsewhere in North America (excluding the United States of America or Canada), United States Dollars; or (c) Australia, New Zealand or anywhere else in the world (excluding North America and South America), Australian or New Zealand Dollars as dependent on the location in which you receive the Services, and are due upon receipt or upon separate terms that have been agreed upon in writing between YOU and CartonCloud.

• Any payment which is past due shall be subject to an additional charge at the rate of 10% per month of the average outstanding balance due, or the highest rate of interest permitted by applicable law, whichever is less. Overpayments do not accrue interest and will be credited to you for the next payment due and payable by you.
• If YOU owe CartonCloud money YOU shall indemnify CartonCloud from and against all costs and disbursements incurred by CartonCloud in recovering the debt (including without limitation any court costs, legal fees, attorney’s fees, collection agency fees, any other associated costs, bank dishonor fees and charges, etc.). Further to any other rights or remedies CartonCloud may have under this agreement, if YOU have made payment to CartonCloud and the transaction is subsequently reversed, YOU shall be liable for the amount of the reversed transaction in addition to any further costs incurred by CartonCloud under this clause where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to YOUR obligations under this agreement.
• Without prejudice to CartonCloud's other remedies at law or equity, CartonCloud shall be entitled to terminate, restrict or suspend all or any part of any Service to YOU (in its absolute discretion) if: (1) you fail to comply with these Terms and Conditions; (2) any money you owe to to CartonCloud becomes overdue, or in in CartonCloud’s reasonable opinion YOU will be unable to make a payment when it falls due; (3) YOU become insolvent, convene a meeting with its creditors or propose or enter into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (4) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of YOU or any of YOUR assets. If your Service is restricted, suspended or terminated, you may be unable to access YOUR content (which YOU make available to CartonCloud when using or accessing the Service) and you will not receive any refund of fees or any other compensation or damages from CartonCloud arising from or related to such restriction, suspension, or termination, including without limitation any compensation or damages for being unable to access YOUR content.
• CartonCloud reserves the right to amend or adjust the subscription fee from time to time and will provide thirty (30) day notice of any subscription fee adjustments to YOU prior to enacting the change. When paying by credit card or electronic funds, YOU agree to be responsible for all associated charges payable, including without limitation any transaction fees or adjustments. These charges and adjustments, if any, will be automatically debited to YOUR credit card or bank account.

6) USER INFORMATION REQUIRED; RIGHTS GRANTED BY YOU TO CARTONCLOUD; AUTHORIZATION: In order to complete the sign-up/login process, YOU must provide YOUR first name, last name, company/business name, a valid email address and any other information requested from time to time from CartonCloud. YOU agree that this information provided by YOU is accurate and current and YOU further agree to maintain and promptly update this information as necessary.

• YOU must also provide YOUR account information related to the various Logistics Providers you wish to contact through the Services.
• By submitting the following information, YOU are granting a perpetual, worldwide, and royalty-free license to CartonCloud for all of the following information and content for the purpose of providing the Services: (i) YOUR name, company name, email, and (ii) Logistics Providers' websites passwords, usernames, account information, data, and other content to CartonCloud through the use of the Services (collectively the “Content”). CartonCloud may use and store the content in accordance with these Terms and Conditions and our Privacy Policy.
• You represent that YOU are entitled to submit the Content to CartonCloud for use for this purpose, without any obligation by CartonCloud to pay any fees or be subject to any restrictions or limitations, and that furthermore, no third-party has any rights to the Content that would conflict with anything else herein.
• By using the Services, YOU expressly authorise CartonCloud to access YOUR account information maintained by identified Logistics Providers, on YOUR behalf as YOUR agent.
• YOU have rights in relation the personal data submitted to CartonCloud that are included in our Privacy Policy, including but not limited to the right to data erasure. Requests made under these rights may impact the nature of the Services able to be delivered to YOU.
• The Service may be directly connected to the information systems for the Logistics Providers YOU have identified. CartonCloud will submit information including usernames and passwords that YOU provide to log into the Logistics Providers' websites. YOU hereby authorise and permit CartonCloud to use and store information submitted by YOU to accomplish the foregoing and to configure the Services so that it is compatible with the Logistics Providers' websites for which YOU submit YOUR information. For purposes of this Agreement and solely to provide the Logistics Providers' websites information to YOU as part of the Service, YOU grant CartonCloud a limited power of attorney, and appoint CartonCloud and each of its directors, as YOUR attorney-in-fact and agent, to access Logistics Providers' websites, retrieve and use YOUR information with the full power and authority to do and perform each thing necessary in connection with such activities, as YOU could do in person.
• YOU ACKNOWLEDGE AND AGREE THAT WHEN CARTONCLOUD IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM LOGISTICS PROVIDERS' WEBSITES, CARTONCLOUD IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE LOGISTICS PROVIDER THAT OPERATES THE LOGISTICS PROVIDER Website.
• YOU understand and agree that the Services are not sponsored or endorsed by any Logistics Providers accessible through the Services. CartonCloud is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate account information. As your limited attorney in fact and/or agent, YOU authorize CartonCloud to work with Logistics Providers on YOUR behalf by, including, but not limited to, using their website, creating website accounts, accessing website functionality, and/or consuming web services/APIs to retrieve electronic information concerning YOUR shipments, including, but not limited to, rates, tariffs, discount structure and/or shipment status. CartonCloud assumes no liability and in no event shall be responsible for any carrier and/or broker billing or tariff inaccuracies.

7) ACCOUNT SECURITY: YOU agree that YOU are responsible for maintaining and protecting the security of YOUR Services account and password. YOU further agree that CartonCloud is not liable for any loss or damage resulting from YOUR failure to comply with this security obligation.

• YOU will refrain from charging anyone for access to any portion of the Service, or any information therein.
• YOU will not allow non-registered users access to the Service nor share any information from the Service with any non-authorized users.
• Further, YOU agree YOU are fully responsible for anything that happens through or in connection with YOUR account.

8) INFORMATION PROVIDED BY YOU TO CARTONCLOUD: By providing information through the Service, YOU represent and warrant that YOU are entitled to submit the information and that the information is true, accurate, complete, current, not confidential, and not in violation of any contractual restrictions or other third party rights. It is YOUR responsibility to ensure the accuracy of all information provided and to keep YOUR profile information accurate and updated.

9) USER ELIGIBILITY AND REQUIREMENTS: To be eligible to use the Service, YOU must meet the following criteria and represent and warrant that YOU:

(a) are 18 years of age or older (if an individual);

(b) are not currently restricted from the Services, or not otherwise prohibited from having an account,

(c) have full power and authority to agree to these Terms and Conditions and doing so will not violate any other agreement to which YOU are a party;

(d) will not violate any rights of CartonCloud, including these Terms and Conditions and/or any intellectual property rights such as without limitation any of the following rights; copyright, patent, licensing, or trademark rights;

(e) agree to provide at YOUR cost all equipment, software, and internet access necessary to use the Services;

(f) agree not to reproduce, copy, disassemble, reverse-engineer, sell, resell, or exploit any portion of the Service (including, but not limited to, the HTML/CSS or visual design elements of the Website), or use the Service or access the Service without the express written permission of CartonCloud. Violation of this paragraph by YOU may result for YOU in civil and/or criminal penalties and fines as well as liability for legal and court fees. CartonCloud is subject to trademark law. All rights reserved.

10) COMPLIANCE WITH LAWS: YOU agree that YOU are responsible for, warrant compliance with, and will adhere to any and all applicable laws and regulations relating to the nature of YOUR business, and that further YOU shall have any and all necessary licenses, permits, accreditations or certificates required to legally operate YOUR business.

11) MISUSE OF THE Services: YOU agree to use the Service only for the purpose for which it is intended. YOU agree not to modify, adapt, reverse engineer, create derivative works from, or hack the Service or modify another Website so as to falsely imply that it is associated with the Service, CartonCloud, any CartonCloud affiliates or any other CartonCloud service.

• YOU agree not to use the Service for any illegal or unauthorised purpose or activities.
• YOU agree not to upload, post, host or transmit unsolicited emails or text messages including "junk mail" and "spam" messages or upload, post, host, e-mail, or transmit any content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property rights or these Terms and Conditions.
• YOU agree not to knowingly transmit any worm or virus or code of a destructive nature which interferes in any way with the Service.

12) DISALLOWED CONTENT: CartonCloud does not pre-screen content, but CartonCloud has the right, but not the obligation, in its sole discretion, with or without notice, to refuse or remove any content for any reason or upon cancellation or termination of Service. Further, CartonCloud, has the right, but not the obligation, with or without notice, to remove content and accounts containing content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property rights or these Terms and Conditions.

13) DELETED CONTENT: Content cannot be recovered once it is deleted. CartonCloud has no obligation to store, maintain or provide YOU with a copy of any content that YOU or other users provide when using the Services.

14) LIMITED LICENSE: On the condition that YOU comply with all YOUR obligations under these Terms and Conditions, we grant YOU a limited, revocable, non-exclusive, non-assignable, non-sublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of CartonCloud), view information and use the Services that we provide on CartonCloud webpages and in accordance with these Terms and Conditions.

• We reserve all rights not expressly granted in these Terms and Conditions, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in CartonCloud and all related items, including any and all copies made of the CartonCloud Website.
• The limited license provided herein is revocable at any time and for any reason by CartonCloud, and in the event of which, CartonCloud may exercise any right provided for herein, and/or at law.

15) INTELLECTUAL PROPERTY: All content and Services on the CartonCloud Website, including, but not limited to, trademarks and logos, designs, text, graphics, sounds, images, software, source code, and other Website materials (the "Materials") are the intellectual property of CartonCloud. No rights of any kind are licensed or extended to YOU regarding the Materials and/or any CartonCloud intellectual property, except to the extent that a limited license to access and use the Services is provided as set forth in clause 14 of the Terms and Conditions. None of the Materials may be copied, reproduced, or distributed in any form without the prior written permission of CartonCloud. YOU may not, directly or indirectly scrape, harvest, or otherwise extract data from the Website and/or the Services through the use of bots, crawlers, spider technology and/or other similar software without CartonCloud's prior written authorization. YOU may not reverse engineer or create derivative products from the Materials. CartonCloud, the CartonCloud logo, and other marks related to CartonCloud products and services ("CartonCloud Marks") are the exclusive and valuable property of CartonCloud. The CartonCloud Marks can only be reproduced or displayed with specific written permission from CartonCloud.

16) NO WARRANTY OF ACCURACY OF INFORMATION: CartonCloud is not responsible for and does not endorse, review, or monitor any person using or subscribing to the Service. CartonCloud does not have any obligation to verify the identity of the person using or subscribing to the Service.

• CartonCloud does not warrant the accuracy of information provided by users or subscribers and does not warrant and shall not be liable to YOU for the accuracy or timeliness of information provided through the Services.
• The Service may, from time to time, contain links to other Internet websites for the convenience of users. These sites and any other sites operated or maintained by third parties are operated or maintained by organizations over which CartonCloud exercises no control, and CartonCloud expressly disclaims any and all responsibility for the content, information, links, and other items, the accuracy and completeness of the information, and the quality of products or services made available or advertised on these third-party sites.

17) RELATIONSHIP OF THE PARTIES: Nothing contained herein shall be construed as establishing an employer/employee, partnership, affiliation, agency, brokerage, franchise, joint venture, or similar relationship.

18) MOBILE DEVICES: The Service may provide certain services that are available to YOU via YOUR mobile phone or other mobile device if YOU have subscribed to them, including the ability to use YOUR mobile device to receive and reply to messages from CartonCloud and access certain other features (collectively, the "Mobile Services"). YOUR mobile carrier's normal messaging, data, and other rates and fees may apply to YOUR use of the Mobile Services.

• In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by YOUR mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, YOU are responsible for checking with YOUR mobile carrier to determine if the Mobile Services are available for YOUR mobile devices, what restrictions, if any, may be applicable to YOUR use of the Mobile Services and how much they will cost YOU. By using the Mobile Services, YOU agree that CartonCloud may communicate with YOU by SMS, MMS or other electronic means to YOUR mobile device and that certain information about YOUR usage of the Mobile Services may be communicated to CartonCloud.
• In the event YOU change or deactivate YOUR mobile telephone number, YOU agree to promptly update YOUR mobile subscription account information with us to ensure that the messages CartonCloud intends to send to YOU are not sent to another entity who acquires such mobile telephone or number.

19) COOKIES: CartonCloud's Website or ISP uses cookies to retrieve user details for each visit. Cookies are used in some areas of our Website to enable the functionality and ease of use for those people visiting. YOUR IP address may be used to help diagnose technical problems or to administer our Website. Additional information related to the use of cookies and other user information may be found in the CartonCloud Privacy Policy located at https://app.cartoncloud.com/privacy-policy.

20) COMMUNICATIONS: The Service may include certain communications via email or text message from CartonCloud, such as service announcements, administrative messages, newsletters, etc. YOU understand that these communications shall be considered part of using the Services.

21) PRIVACY POLICY: Our Privacy Policy is hereby incorporated into these Terms and Conditions as described in this clause and other applicable clauses herein and governs our treatment of any information, including personally identifiable information YOU submit to us. YOU acknowledge that YOUR submission of any information, statements, data, and content to us is voluntary on YOUR part. For additional information please see the CartonCloud Privacy Policy located at https://app.cartoncloud.com/privacy-policy.

22) DISCLAIMER OF WARRANTIES: YOUR use of the Service is at YOUR sole risk. CartonCloud, the Service, the information contained on or made available through the Service or Website, as well as any Service offered in connection with CartonCloud are made "as is", "as available" and with all inaccuracies. To the fullest extent permissible under applicable law, CartonCloud disclaims any and all warranties and representations and makes no warranty or representation of any kind, expressed, statutory, or implied, written or oral, including, but not limited to, those of merchantability or fitness for a particular purpose, accuracy, content, completeness, quality, systems integration, legality, reliability, operability, availability, title, non-infringement, or arising from a course of dealing, usage or trade practice.

• CartonCloud does not represent or warrant that the Service will meet YOUR specific requirements. CartonCloud does not represent or warrant that the Service will be uninterrupted, timely, secure, error-free, or free of computer viruses or other harmful mechanisms, that the quality of any products, services, information or other material purchased or obtained by YOU through the Service will meet YOUR expectations, or that any errors in the Service will be corrected.
• CartonCloud is not responsible, and makes no representations or warranties for the delivery of messages sent through the Service to anyone.
• THE OPERATION OF THE SERVICE MAY BE INTERRUPTED FOR ANY REASON INCLUDING, WITHOUT LIMITATION ANY OF THE FOLLOWING: MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. CARTONCLOUD DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, CARTONCLOUD DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE CARTONCLOUD SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET Service PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON. YOU AGREE THAT CARTONCLOUD IS NOT RESPONSIBLE FOR ANY CHARGES INCURRED FOR ANY LOSSES, DAMAGES, FINES, CLAIMS, THEFT, LEGAL EXPENSES OR PENALTIES OF ANY KIND RELATED TO YOUR USE OF THE Service.

23) LIMITATION OF LIABILITY: In no event shall CartonCloud have any liability for damage, loss, or delay to goods shipped incidental to use of the Services of any kind. CartonCloud's sole responsibility is to provide the CartonCloud platform for use, subject to the Terms and Conditions, and CartonCloud's liability is limited to a refund of the total subscription fee paid by YOU or on YOUR behalf in the thirty days immediately prior to any claim or related claims brought by YOU for any reason. To the extent the foregoing may be disallowed by applicable law, CartonCloud's liability shall be limited to the fullest extent otherwise permitted by law.

• YOU EXPRESSLY UNDERSTAND AND AGREE THAT CARTONCLOUD, ITS PARENTS, SUBSIDIARIES AND AFFILIATED COMPANIES, AND ALL OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THIS Service, THE CONTENT, OR THE PRODUCTS OR Services CONNECTED THEREWITH, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY OF THE Service, ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR TERMINATION OF THE Service, OR ANY OTHER MATTER RELATING TO THE Service, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ANY PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL THEIR ESSENTIAL PURPOSE, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, BUSINESS INTERRUPTION, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND Services. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF ANY OF THE AFOREMENTIONED DAMAGES, ANY DAMAGES YOU MAY INCUR BECAUSE OF THIRD-PARTY Services OR OTHER Services OR GOODS RECEIVED THROUGH THE SERVICE.

24) INDEMNIFICATION: YOU agree to defend, indemnify, and hold harmless CartonCloud, its parents, subsidiaries and affiliated companies, and all of their respective directors, staff, owners, shareholders, officers, employees, subcontractors, agents, and vendors from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, losses, risks, costs, and expenses (including without limitation legal and court costs) relating to or arising from the Service, YOUR access and/or use of the Service (or any derivatives of the Service offered to YOU) or any use under YOUR username and password whether or not authorised by YOU, YOUR fraud, violation of law, or willful misconduct, and any breach by YOU of these Terms and Conditions, including, but not limited to, YOUR use of our Website, uploading, emailing, posting, publishing, transmitting or submitting any content, or any misrepresentation, breach of warranty or certification made by YOU.

25) CONFIDENTIALITY: YOU shall not directly or indirectly disclose to anyone, or use for YOUR own benefit, or anyone else's benefit, Confidential Information as defined herein except as necessary to facilitate transactions associated with using or subscribing to the Service. "Confidential Information" shall include (but is not limited to) business and/or marketing and sales plans, financial information, trade secrets, intellectual property, names, contacts, personal information, shipping or other logistics information or requirements, billing amounts, or pricing information. Confidential Information may be disclosed orally, visually or in tangible form(whether by document, electronic media, or other form). The failure to mark, label or identify any of the above - described information as confidential shall not affect its status as part of the Confidential Information.

• CartonCloud expressly agrees not to disclose to any third parties and/or parent, subsidiary and/or affiliated companies any Logistics Provider rate, service and/or pricing practice information it becomes aware of through its provision of Services.
• Notwithstanding any provisions in these TERMS AND CONDITIONS to the contrary, CartonCloud may use YOUR content for analytical purposes so long as CartonCloud shall cause the content to be made anonymous as to source and/or applicability, and further cause it to become anonymous and generalized by removing from the data any and all information identifying it as YOUR content. YOU grant CartonCloud the right to use, copy, manipulate, distribute, and develop YOUR anonymous and generalized content and make it available to other shipper customers, parent, subsidiary and/or affiliated companies, and/or third parties. Notwithstanding the above, YOU may request that your anonymized and generalized data be excluded from any such usage.

26) ASSIGNMENT: YOU shall not assign, transfer, charge or deal in any other manner with this agreement or any of its rights under it or purport to do any of the same without the prior written consent of CartonCloud, such consent not to be unreasonably withheld.

• Where CartonCloud reasonably considers there will be no detriment to YOU, CartonCloud can:

(a) transfer its rights and obligations under this agreement to a nominee of its choice (Nominee);

(b) temporarily or permanently delegate its obligations under this Agreement to its Nominee; or

(c) novate this agreement to its Nominee by ending this agreement and entering into a new agreement between YOU and its Nominee, on terms similar to this agreement.

• If CartonCloud wishes to assign, transfer or novate this agreement YOU agree to perform its obligations under the agreement for the benefit of the Nominee and enter into any document as requested by CartonCloud, with the relevant Nominee to formalise this arrangement.
• Any of the above assignment, transfer or novation may also take effect when the relevant document is signed or on the effective date as agreed between YOU and the Nominee. YOU irrevocably appoint CartonCloud as its attorney to sign any necessary documents to enable the assignment, transfer or novation to take effect. CartonCloud may assign, transfer or novation its rights / obligations under this agreement without the YOUR consent.

27) GOVERNING LAW AND VENUE: This agreement shall be governed by and constituted in accordance with, where the Services are provided in:

(a) North America or South America, the law of New York, the United States of America and any proceedings pertaining to the contract shall be instituted in the courts of New York, the United States of America; and

(b) Australia, New Zealand or anywhere else in the world (excluding North America or South America), the law of Queensland, Australia, and any proceedings pertaining to the contract shall be instituted in the courts of Queensland, Australia.

28) NO WAIVER: YOU agree that the failure of CartonCloud to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. Failure to enforce a breach or waiver of any provision or right shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right to thereafter enforce such, or any other, term or provision.

29) COMPLETE AGREEMENT: YOU agree that the Terms and Conditions constitute the entire, complete and exclusive agreement and understanding between YOU and CartonCloud regarding the Service and governs YOUR access to and use of the Service, superseding any prior agreements, arrangements, or understandings, verbal or written, or whether established by custom, practice, policy or precedent, between YOU and CartonCloud relating to the subject matter herein (including, but not limited to, any prior versions of the Terms and Conditions).

• YOU also may be subject to additional terms and conditions that may apply when YOU use or purchase certain other services, third - party content or third party software. Notwithstanding this clause, if YOU use another CartonCloud product or service, the terms and conditions of that product or service apply.

30) AGREEMENT UNAFFECTED BY UNENFORCEABLE TERM: In the event any terms or conditions are determined to be invalid or unenforceable, no other terms or conditions shall be affected and the unaffected terms and conditions shall remain valid and enforceable as written. The representations, rights and obligations hereunder shall survive relief and termination for any reason.

31) FORCE MAJEURE: Under no circumstances shall CartonCloud be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, loss of data, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or nonperformance of third parties.

32) ELECTRONIC COMMUNICATION:

• YOU must not object or dispute any Electronic Communication taken place between the parties, on the basis that it is invalid because it took place wholly or partly by means of one or more Electronic Communications.
• YOU and CartonCloud each consents to the communication method for the provision of any notice, declaration, acknowledgment, consent, confirmation, waiver, and the like ("Notice") by way of fax, post, personal delivery, and Electronic Communication, including but not limited to Notices by Email, or by providing any such Notice by using a digital pen or any other digital signature to create a facsimile signature.
• "Electronic Communication" means a communication of information in the form of data, text or images or in the form of speech by means of guided and/or unguided electromagnetic energy or a communication of information in the form of sound by guided or unguided electromagnetic energy, if the sound is processed at its destination by an automated voice recognition system; or as otherwise defined under the Electronic Transactions (Queensland) Act 2001 as amended, re-enacted or replaced from time to time.

33) CHANGES; SUSPENSION AND TERMINATION: We may change, suspend or discontinue the Service, or any part of it, at any time. If we discontinue the Service, we will give you a prorated refund of any fees paid for the Service YOU use based on the number of days remaining for the Service you have paid.

34) TERMINATION OF Service BY YOU: YOU may terminate YOUR access by giving CartonCloud 30 days’ notice in writing by emailing us at: support@cartoncloud.com. If YOU terminate Service, there will not be any refunds issued. These Terms and Conditions shall survive any termination.