This Contract constitutes a legal and binding agreement between Customer and Cargo Signal. You should print and retain a copy of this Contract for your records. If you do not agree to this Contract, you must not proceed with registration or otherwise receive the Services.
1. Definitions.
“Confidential Information” means a party’s present and future non-public, confidential, or proprietary information, including the terms of this Contract, trade secrets, know-how, technology, operational processes, financial information, customer information, and marketing information.
“Contract” means the Agreement for Cargo Signal Services, including the Scope & Service Terms Table, these Scope & Service Terms and the End User License Agreement (“EULA”).
“Deliverables” means the documents, work products, or other materials that are provided to Customer pursuant to this Contract.
“Effective Date” means the date this Contract becomes effective as indicated on the Scope & Service Terms Table.
“Governmental Unit” means any applicable nation, state, province, district, county, municipality, public corporation, or any court, tribunal, department, subdivision, agency or instrumentality of any of the foregoing.
“Intellectual Property” means, with respect to the System, the Services and the Deliverables, all present and future intellectual property rights, including patents, copyrights, trademarks, service marks, trade secrets, know-how, inventions (whether or not patentable), confidential information, trade dress, trade names, logos, entity names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights similar to the foregoing.
“Laws” means each present and future law, statute, code, rule, regulation, ordinance, rule of law, principle of law, order, decree, judgment, guidance, or the equivalent enacted, ratified, adopted, promulgated, or issued by an applicable Governmental Unit, and all international conventions ratified by the United States of America or otherwise mandatorily applicable under the laws of the United States of America.
Terms such as “liability”, “obligation”, and “responsibility” include every duty to pay money, deliver value, provide services, perform an act, or refrain from performing an act.
“Person” includes an individual, trust, estate, partnership, association, business or nonprofit organization, Governmental Unit, or other legal entity.
“Services” means certain sensor-based logistics and other related services described in Cargo Signal’s then-current documentation.
“System” means the Services, the Hardware, Cargo Signal’s Confidential Information, the documentation for the Services or the Hardware, any and all software for the Services (including, without limitation, the Signal Operating System and the Vitals System), and any other information or other materials that Cargo Signal may provide or make available to Customer in connection with any of the foregoing.
“Vendor” means any licensee, licensor, data aggregator, cloud hosting provider, Hardware provider, contractor, subcontractor, agent or sub-agent of Cargo Signal who now or hereafter provides or operates any part of the System.
Terms such as “includes” and “including” are not limiting. All references to documents, documentation, or records include documents, documentation, or records in tangible or electronic form.
2. Applicability. This Contract contains the only terms and conditions that govern Cargo Signal’s provision of Services to Customer and Customer’s use of the System. These agreements, which together constitute one contract, are the complete and entire agreement between the parties pertaining to their relationship and supersede the parties’ prior or contemporaneous agreements, understandings, discussions, negotiations, representations and warranties, and communications relating to the System, both written and oral. Except as otherwise specifically stated in this Contract, in the event of any conflict between the Scope & Service Terms and End User License Agreement, the Scope & Services Terms will control. This Contract shall be construed without regard to any presumption or rule requiring that they be construed against the Person causing all or part of it to be drafted. Neither the provision of Services to Customer nor making the System available to Customer constitutes acceptance by Cargo Signal of any of Customer’s terms and conditions nor modifies or amends this Contract.
3. System. (a) Subject to the terms and conditions of this Contract, including Customer’s payment and performance of all of its obligations under this Contract, Cargo Signal will provide the Services to Customer and make the System available to Customer. Cargo Signal may at its discretion provide all or part of the System through one or more Vendors. Cargo Signal may at its discretion update the System from time to time. Customer will at Customer’s sole expense and at all times (i) fully cooperate with Cargo Signal in all reasonable matters relating to the System; (ii) respond promptly to any reasonable request of Cargo Signal to provide direction, accurate and complete information, approvals, authorizations, or decisions that are reasonably necessary for Cargo Signal to perform its obligations under this Contract; (iii) before the Effective Date obtain and thereafter continue to maintain all licenses and consents necessary for Customer to use the System; and (iv) comply with all applicable Laws in relation to the System. Additional services may be added to this Contract for an additional fee by a mutual written agreement signed by both Cargo Signal and Customer.
(b) Cargo Signal will use commercially reasonable efforts to make the System available 24 hours per day, 7 days per week, except for (i) planned downtime and (ii) delay or failure caused by circumstances beyond Cargo Signal’s reasonable control, including for reasons set forth in Section 13.
4. Services Fees; Payment Terms. (a) In consideration of the undertakings by Cargo Signal in this Contract, Customer shall pay the fees and charges set forth in the Scope & Service Terms Table (“Services Fees”). Customer agrees to reimburse Cargo Signal for all agreed upon reasonable travel and out-of-pocket expenses incurred by Cargo Signal in connection with Cargo Signal’s performance of its obligations under this Contract. Unless other payment terms are specified in the Scope & Service Terms Table or on the face of the applicable invoice, Customer must pay Cargo Signal within thirty (30) days from the date of invoice for the Services Fees. All amounts owed to Cargo Signal must be paid in the lawful currency specified in Cargo Signal’s invoices in immediately available funds, without abatement, counterclaim, set-off, recoupment, and free and clear of, and without any deduction or withholding for, any taxes, duties, confiscation, detention, or other matters. Except as specifically set forth in this Contract, all fees and charges are nonrefundable. Any amount that is not paid when due shall accrue interest at the lower of one percent (1%) per month or the maximum rate permitted by applicable Law.
(b) Customer is responsible for all sales, use, excise, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Unit in connection with the System, except for taxes based on Cargo Signal’s net income. Customer is also responsible for data and roaming charges incurred in its use of the System. Cargo Signal may change its Services Fees by giving Customer at least thirty (30) days’ advance notice of the change by issuing a revised Scope & Service Terms Table.
5. Customer’s Responsibilities. (a) Customer represents and warrants as follows: (i) Customer has reviewed and understands this Contract and is lawfully able to enter into this Contract; (ii) if Customer is an individual, Customer is at least eighteen years old; (iii) if Customer is not an individual, the individual entering into this Contract on Customer’s behalf is authorized to bind Customer to this Contract; (iv) Customer is not listed on the U.S. Denied Persons List, is not on the U.S. Treasury Department’s list of Specially Designated Nationals; and (v) all information that Customer or any third Person acting on Customer’s behalf may give Cargo Signal is and shall be true, accurate, and complete.
(b) Customer agrees to be bound by this Contract. Customer shall use the System only according to the terms of this Contract, any documentation provided by Cargo Signal, and applicable Law. Without limiting the foregoing, Customer represents and warrants to Cargo Signal that (i) Customer is and will remain in compliance with all applicable anti-corruption Laws such as the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act (“UKBA”), the U.S. Export Administration Regulations (“EAR”) administered by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”), the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”), the U.S. Anti-Boycott regulations, and the various U.S. economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); (ii) the information the Customer provides to Cargo Signal in connection with Customer’s compliance with all such applicable Laws is true and complete; and (iii) Customer shall not use the System in the design, development or production of nuclear, chemical or biological weapons. Any use of the System in violation of this Contract constitutes a material and non-curable breach of this Contract.
(c) Customer shall not do any of the following: (i) use the System to track individuals or to track any goods other than Customer’s cargo in transit; (ii) create or permit any assignment, transfer, lien, other encumbrance, or claim on the System; (iii) allow any third Person to access or use the System; (iv) change, adapt, reproduce, transmit, distribute, disassemble, decompile, or reverse engineer the System’s source code or any other part of the System; (v) use the System to directly or indirectly compete with Cargo Signal; (vi) use the System to contest the respective rights of Cargo Signal or its Vendors to any Intellectual Property; (vii) transfer, provide, lease, license, lend, or otherwise use the System to or for a third Person; (viii) use the System in violation of any Law; or (ix) use the System in furtherance of any act in violation of any Law, such as for human trafficking or smuggling. Cargo Signal has no duty to monitor Customer’s communications, use of the System or compliance with this Contract.
(d) Customer may use the System only for shipments on modes of transport approved by Cargo Signal and only to, from and within countries approved by Cargo Signal. Customer is solely responsible for compliance with all access, use, export, re-export, and import Laws.
6. Term and Termination. (a) This Contract shall be effective from the Effective Date and, subject to earlier termination pursuant to the provisions of this Contract or otherwise, shall continue in full force and effect until the third anniversary of the Effective Date (such period, the “Term”). Thereafter, this Contract shall be tacitly extended in full force and effect for each successive year, unless terminated by either party giving at least thirty (30) days’ prior written notice to the other party or as mutually agreed. Unless this Contract is terminated earlier or expires, Cargo Signal will provide the Services to Customer and make the System available to Customer for the Term.
(b) Either party may terminate this Contract as follows: (i) if the other party materially breaches this Contract and such breach remains uncured for thirty days following written notice of such breach (including Customer’s failure to pay any amount when due, provided that the time period to cure following notice shall be ten days instead of thirty); or (ii) immediately if the other party becomes insolvent or commences or has commenced against it a proceeding under any Law relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. In addition, Cargo Signal may terminate this Contract on thirty days’ notice if, i) Cargo Signal ceases generally to offer the Services or the System to its customers, or ii) for convenience. Notwithstanding any of the foregoing, termination of the software services provided by Cargo Signal will also be governed by the applicable EULA. Provisions of this Contract that require or contemplate performance after the expiration or termination of this Contract shall survive and be enforceable after the expiration or termination of this Contract, including, for example, Sections 5, 7, 8, 11, 13, 14, 15, 16, 18, 19, and 20.
(c) Cargo Signal may at its sole discretion suspend Customer’s access to the System or remove any content from the System for any one or more of the following reasons: (i) to prevent or mitigate any damage to the System; (ii) to comply with any Law; (iii) for any breach by Customer of any of its representations, warranties, covenants, agreements, undertakings, consents, or waivers; or (iv) otherwise to protect Cargo Signal or any of its Vendors from actual or potential legal liability.
7. Intellectual Property and Data. (a) Customer agrees that Cargo Signal or its Vendor, as the case may be, is the sole owner of all Intellectual Property and, except for Customer’s raw data (“Customer Data”), all Deliverables. The Intellectual Property is not a “work for hire” as defined in the Copyright Act. Cargo Signal hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use its Intellectual Property solely to the extent necessary to enable Customer to make reasonable use of the Deliverables and the System within the terms of this Contract.
(b) Customer is solely responsible for all Customer Data. Customer is solely responsible for obtaining all rights, permission, and authorizations to use or provide Customer Data to Cargo Signal. Customer grants to Cargo Signal a non-exclusive, perpetual, irrevocable, royalty-free license to use, copy, distribute, and otherwise exploit statistical and other aggregated data derived from Customer’s use of the System (the “Aggregated Data”) for Cargo Signal’s business purposes, including the provision of products and services to Cargo Signal’s customers. Aggregated Data shall not include information identifying Customer or an identifiable individual. Aggregated Data will not be considered to be confidential.
8. Confidentiality. “Confidential Information”, which includes all of a party’s confidential information that is disclosed to the other party or that the other party otherwise obtains (whether or not marked as “confidential” and whether disclosed orally, in writing, or in an electronic format), is confidential, and the receiving party agrees not to use, copy, or disclose any Confidential Information without the prior written consent of the disclosing party. However, Confidential Information does not include information that the receiving party demonstrates (i) at the time of disclosure by the disclosing party, had already been made available and accessible to the public other than by the receiving party or by any of the receiving party’s representatives; or (ii) had become public knowledge through no fault, act or omission of the receiving party. Upon the expiration or termination of this Contract for any reason, the receiving party will immediately return or destroy any Confidential Information without retaining copies thereof, unless required by record keeping Laws.
9. Privacy and Data Protection. Each party warrants that it complies with all applicable privacy and data protection Laws. Cargo Signal anticipates receiving Personal Data about employees and third-party service providers of Customer for the purpose of Cargo Signal providing Services (collectively “Customer Data Subject(s)”). “Personal Data” means: “Any information relating to an identified or identifiable natural person, referred to as “data subject” - an identifiable person is someone who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his or her physical, physiological, mental, economic, cultural or social identity. Customer warrants that it will obtain voluntary and explicit consent from each Customer Data Subject to the processing of his/her Personal Data (including those regarding the collection, use and disclosure of Personal Data, including Sensitive Personal Data, and the international transfer of Personal Data and Sensitive Personal Data to Cargo Signal Solutions, LLC in the United States and to any of its affiliated companies in the United States or other territories, for purposes of provision of the Services to Customer. In connection with this Agreement, Cargo Signal will process Contact Data in accordance with applicable privacy and data protection Laws. Cargo Signal’s use, collection, or otherwise processing of Contact Data is to enable Cargo Signal to provide services to Customer. Cargo Signal may use Contact Data to validate the identity/ies of Customer Data Subjects or as otherwise necessary for site security, Cargo Signal’s operations or to protect Cargo Signal’s financial and other legitimate interests.
10. Comments and Suggestions. Cargo Signal welcomes Customer’s comments, suggestions or other feedback about the System or any other product or service. If Customer chooses to give feedback, Cargo Signal may use it for any business purpose without any obligation. To the extent a license is required for Cargo Signal to use feedback, Cargo Signal has an irrevocable, non-exclusive, perpetual, royalty-free license to do so.
11. Hardware. (a) If the System includes offering Hardware, Customer shall use all Hardware according to the instructions and requirements provided by Cargo Signal or the applicable device manufacturer. Customer is solely responsible for the proper use and handling of the Hardware. At the termination of this Contract, Customer shall at its cost return all Hardware to Cargo Signal in the same condition in which the Hardware was received (reasonable wear and tear excepted). If Customer does not receive, the Hardware back from the end user Customer agrees to pay the sum of $500.00 US as noted in the cover page of this agreement for each non returned device, unless Cargo Signal deems such devices as disposable. Customer shall notify Cargo Signal immediately of any damage to Hardware and is responsible for returning any damaged Hardware to Cargo Signal.
(b) Customer agrees to: (i) fully charge Hardware before packing it; (ii) properly place Hardware in or on each package or container; (iii) use only proper packaging materials for Hardware and other goods; (iv) properly label each package containing Hardware to indicate that the shipment contains a tracking device; (v) transport Hardware only in compliance with applicable Law, including but not limited to, customs, dangerous goods and import/export regulations; and (vi) properly clean and maintain all Hardware.
(c) Hardware requires firmware and software updates to function properly. Updates may occur automatically and without prior notice. Customer is responsible to make Hardware available for updates.
12. Indemnity. (a) Customer shall indemnify Cargo Signal and hold Cargo Signal harmless from and against all charges, claims, damages, liabilities, judgments, costs, expenses, payments, or losses of any kind (including for purchase price, freight, storage, demurrage, detention, duties, taxes, fines, penalties, incidental, indirect, consequential or exemplary damages, and Cargo Signal’s litigation expenses and reasonable expenses, including attorneys’ fees) arising from or related to any one or more of the following, in each case, even if not due to any negligence or other fault of Customer: (i) any breach of any representation, warranty, covenant, agreement, undertaking, consent, or waiver by Customer; (ii) Customer’s violation of any Law; (iii) any act or omission by Customer in Customer’s use of the System; or (iv) any other claim by a third Person arising from or related to the System.
(b) If any action, claim, suit or proceeding is brought against Cargo Signal, Cargo Signal shall give notice in writing to the Customer to the address on file with Cargo Signal. At Customer’s expense Cargo Signal may employ attorneys and other professionals of its own choice in connection with any indemnified matter. Customer shall not settle any claim covered by this Section without Cargo Signal’s specific approval. Customer’s indemnity obligation in this section shall not apply to the extent a court of competent jurisdiction enters a final, non-appealable judgment, specifically finding that the charge, claim, damage, liability, judgment, cost, expense, payment, or loss was directly and proximately caused by Cargo Signal’s gross negligence or willful misconduct.
13. Force Majeure. Neither party will be liable to the other party, nor be deemed to have breached this Contract, for any delay or failure in performing any of its undertakings in this Contract which is caused by or results from acts or circumstances beyond the reasonable control of, or which is not reasonably foreseeable by it, including in each case interruption or failure of telecommunication or digital transmission networks, Internet slow-downs, acts of God (including fire, flood, earthquake, storm, hurricane, power failure or other natural disaster), explosion, governmental actions, war, invasions or hostilities (whether or not war is declared), terrorist threats or acts, riots, civil unrest, national emergencies, revolutions, insurrections, epidemics, or labor disputes. In addition, if any act or omission of Customer or any of Customer’s agents, subcontractors, consultants, or employees prevents, delays, impairs or otherwise adversely affects the performance of the System, Cargo Signal shall not be deemed in breach of its obligations under this Contract or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such act or omission.
14. DISCLAIMER OF WARRANTIES. (a) CARGO SIGNAL PROVIDES THE SYSTEM STRICTLY “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. CARGO SIGNAL AND ITS VENDORS EACH DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, OR NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY AND SPECIFICALLY DISCLAIMED. WITHOUT LIMITING ANY OF THE FOREGOING DISCLAIMERS, CARGO SIGNAL DOES NOT WARRANT THAT SYSTEM AND SERVICE WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR THAT THE SYSTEM WILL BE UNINTERRUPTED OR BE ERROR-FREE OR THAT CARGO SIGNAL WILL CORRECT ALL ERRORS. IF ANY USE OR OPERATION OF THE SYSTEM BECOMES OR IN CARGO SIGNAL’S SOLE DISCRETION IS LIKELY TO BECOME THE SUBJECT OF AN INTELLECTUAL PROPERTY INFRINGEMENT CLAIM, CARGO SIGNAL MAY AT ITS DISCRETION DO ANY ONE OR MORE OF THE FOLLOWING (I) PROCURE THE ABILITY FOR CUSTOMER TO CONTINUE USING THE SYSTEM; (II) REPLACE OR MODIFY THE SYSTEM WITH ONE OF COMPARABLE QUALITY AND PERFORMANCE CAPABILITY; OR (III) TERMINATE THIS CONTRACT AND REFUND THE PRORATED SHARE OF ANY PREPAID AND UNEARNED FEES.
(b) IN ADDITION, CARGO SIGNAL DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RESULTS OF CUSTOMER’S USE OF THE SYSTEM, INCLUDING FOR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER USES THE SYSTEM AT CUSTOMER’S SOLE RISK, THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CUSTOMER, AND THAT ANY LOSS OF DATA, DATA ERRORS, DAMAGE TO CUSTOMER’S COMPUTER SYSTEM, SHIPMENT DELAYS (INCLUDING FOR INSPECTIONS OR DETAINMENT BY A GOVERNMENTAL UNIT), INCOMPLETE TRANSACTIONS, SYSTEM DOWNTIMES, OR ANY OTHER ISSUES CUSTOMER EXPERIENCES USING THE SYSTEM ARE AT CUSTOMER’S SOLE RISK. NOT ALL THE FUNCTIONALITY AND FEATURES SET FORTH IN THIS CONTRACT WILL NECESSARILY BE AVAILABLE IN THE INITIAL VERSION (OR ANY FUTURE VERSION) OF THE SYSTEM, AND NO MENTION OF SUCH FUNCTIONALITY OR FEATURES HEREIN SHOULD BE CONSTRUED AS A PROMISE TO PROVIDE SUCH FUNCTIONALITY OR FEATURES IN THE SYSTEM OR IN ANY OTHER PRODUCT OFFERED BY CARGO SIGNAL. NO ORAL OR WRITTEN INFORMATION OR ADVICE BY CARGO SIGNAL OR ITS REPRESENTATIVES CAN CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF CARGO SIGNAL’S OBLIGATIONS UNDER THIS CONTRACT.
(c) CUSTOMER ACKNOWLEDGES AND AGREES THAT (I) THE SYSTEM INVOLVES THE TRANSMISSION AND STORAGE OF INFORMATION OVER THE INTERNET OR THE CLOUD, (II) CARGO SIGNAL DOES NOT CONTROL THE INTERNET, THE WEBSITES OF THIRD PERSONS, OR THE CLOUD, AND (III) UNAUTHORIZED USERS OR SOFTWARE, INCLUDING HACKERS, VIRUSES, WORMS, RANSOMWARE AND MALWARE, MAY TRY TO GAIN ACCESS TO, REMOVE, COPY, ENCRYPT, OR DAMAGE CONTENT, WEBSITES, NETWORKS, COMPUTERS, OR OTHER DEVICES.
(d) LOCATION DATA THAT THE SYSTEM PROVIDES IS AN APPROXIMATION AND SHOULD NOT BE RELIED ON WHERE INACCURATE OR INCOMPLETE LOCATION DATA MAY LEAD TO DEATH, PERSONAL INJURY, PROPERTY DAMAGE, OR ENVIRONMENTAL DAMAGE.
15. LIMITATIONS ON LIABILITY. (a) IN NO EVENT SHALL CARGO SIGNAL, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THIS CONTRACT OR THE SYSTEM, INCLUDING FOR LOST PROFITS, LOST BUSINESS OR LOSS, DISCLOSURE OF DATA, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, EVEN IF SUCH PARTY OR ITS AFFILIATE, LICENSOR, SERVICE PROVIDER, EMPLOYEE, AGENT, OFFICER OR DIRECTOR IS ON NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. THE LIMITATIONS ON LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THIS CONTRACT. CUSTOMER AND CARGO SIGNAL HEREBY ACKNOWLEDGE AND AGREE THAT BOTH CUSTOMER AND CARGO SIGNAL WOULD NOT BE ABLE TO PERFORM UNDER THIS CONTRACT ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS. IN ANY EVENT, CARGO SIGNAL’S LIABILITY FOR ANY BREACH OF THIS CONTRACT SHALL NOT EXCEED THE GREATER OF (I) TOTAL FEES PAID TO OR EARNED BY CARGO SIGNAL DURING THE ONE (1) MONTH IMMEDIATELY BEFORE THE EVENT GIVING RISE TO LIABILITY OR (II) FIFTY (50) U.S. DOLLARS. THIS LIMITATION OF LIABILITY APPLIES EVEN IF CUSTOMER’S REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND WITHOUT REGARD TO CARGO SIGNAL’S PERFORMANCE OR FAILURE OR DELAY OF PERFORMANCE.
(b) CARGO SIGNAL HAS NO OBLIGATIONS OTHER THAN THOSE EXPRESSED IN THIS CONTRACT.
(c) ANY SUIT OR OTHER PROCEEDING BY CUSTOMER OR ANY THIRD PERSON ARISING FROM OR RELATED TO THIS CONTRACT OR THE SYSTEM AGAINST CARGO SIGNAL OR ANY CARGO SIGNAL VENDOR MUST BE COMMENCED NOT LATER THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM OR SHALL BE FOREVER BARRED.
16. Governing Law, Jurisdiction, and Venue. Customer irrevocably consents to non-exclusive jurisdiction and venue for all proceedings related to disputes involving Customer and Cargo Signal in the federal or state courts sitting in King County, Washington, United States. Customer irrevocably consents to the commencement and transfer of all proceedings to such courts. Customer also irrevocably consents to the commencement and to the transfer of venue in any action to any other venue in which Cargo Signal is party to an action brought by itself or another Person. Customer waives all defenses based on inconvenience of forum in all actions commenced in or transferred to the venues agreed to above.
17. Notices. All notices or other communications required by this Contract must be delivered by registered or certified mail, return receipt requested, at the addresses set forth in the Scope & Service Terms Table, or at such other address as a party designates to the other in such manner. Notices or other communications shall be effective on the earlier of actual receipt or three business days after sending.
18. Counterparts and Signatures. The parties may execute this Contract in counterparts, each of which is deemed an original, but all of which together constitute one and the same Contract. A signature delivered by electronic transmission is deemed to be an original signature.
19. No Relationship Implied. Nothing in this Contract creates a partner, agency, employer-employee, fiduciary, or joint venture relationship between the parties, and neither party has the authority to bind the other in any manner.
20. Assignment. Customer shall not assign or encumber this Contract or any of its rights or obligations under this Contract without the prior written consent of Cargo Signal. Any purported assignment or encumbrance in violation of this Section is null and void. No assignment or encumbrance relieves Customer of any of its obligations under this Contract. This Contract shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, heirs, legal representatives, and permitted assigns.
21. Severability. If any part of this Contract is held invalid or unenforceable in a jurisdiction by a final, non-appealable judgment, the judgment does not affect the validity or enforceability of any other part of this Contract in that jurisdiction or of any part of this Contract in another jurisdiction.
22. Miscellaneous. Notwithstanding any course of dealing, course of conduct, course of performance, or usage of trade, (a) whenever reference is made to a party’s agreement, acceptance, approval, or consent, even if not specifically so stated such agreement, acceptance, approval, or consent is not effective unless in writing and signed by a duly authorized officer of such party, (b) neither failure nor delay by a party to exercise any right, remedy, power, or privilege operates as a waiver, (c) no single or partial exercise of any right, remedy, power, or privilege by such party precludes any other or further exercise thereof or the exercise of that or any other right, remedy, power, or privilege, (d) no amendment, modification, rescission, waiver, or release of all or any part of this Contract is effective without the other party’s specific prior written approval.