Welcome to Palleter.com website and thank you for your interest in us!
Please read these Terms of Service carefully, because they govern your use of our Service (as defined below). By registering for, accessing, browsing or otherwise using our Service, you acknowledge, that you have read, understood and agree to be bound by the Agreement (as defined below).
If you have any questions, please contacts us at firstname.lastname@example.org
1. KEY DEFINITIONS
“Carrier” – Customer subscribed to the Service and providing transportation of Shipper`s cargo.
“Company” – Palleters OÜ, private limited company incorporated under the laws of Estonia, registry code 12945071.
“Customer” – means either Carrier or Shipper or both as the context requires.
“Intellectual Property” – all existing and future trademarks, service marks, domain names and business names, rights pertaining to inventions, designs, databases and proprietary information (including, without limitation, trade secrets and know-how), copyrights, moral rights and all other assets and benefits commonly regarded as intellectual property, whether registered or not.
“Location Data” – real time information on the location of the fleet of the Carrier.
“Palleter” – website www.palleter.com, its sub domains or domains with identical names under other top domains and owned by the Company, including the compilation of all web documents (including images, php- and html files).
“Party” – means either Customer or the Company as the context requires.
“Service” – trucking fleet management software that helps Shipper to locate and contact Carrier and helps Carrier to expand their customer base and get more loads for their fleet. Service is offered to you as a Software as a Service (SaaS) that is made available to the Customer online at Palleter or in app stores. The Service includes the information (including text, images, audio and video material), functionality, technical resources, Company's time and attention and customer care.
“Shipper” – Customer subscribed to the Service and using Carrier`s fleet to transport its cargo.
“User Account” – an account hosted or administered by the Company that is enabling the Customer to use the Service.
“User Content” – any information, documents and other materials provided by the Customer when subscribing to the Service, such as Customer's full name or business name, registration/company/file/business or personal identification number (or equivalent), place of domicile, address, email address, phone number and such other information as the Company reasonably may request from the Customer.
“We/us/our” – means the Company.
“You” – means the Customer.
2.1. The Company will use commercially reasonable efforts to provide the Service to you throughout the term of the Agreement.
2.3. The Service (including Palleter) is provided on an "as is" basis.
2.4. You acknowledge that (i) the Service has not been designed to meet your individual requirements; (ii) the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without errors; (iii) the Service is not fault-tolerant.
2.5. You understand and agree that we do not offer you transportation services, i.e. we are not a carrier, agent, broker or freight forwarder. We have no responsibility or liability for any transportation service or respective offer made through the Service.
2.6. You as a Shipper understand and agree that Carrier is exclusively responsible for the transportation and delivery of your cargo.
2.7. Your selection and use of the Service is at your own risk, and so is your exposure to, down- and upload of, as well as transmission and possession of information, programs and other objects through or due to the Service.
2.8. For driving safety, it is forbidden to use the Service while driving.
2.9. We have no obligation to enhance, modify or replace any part of the Service or to continue developing or releasing new versions thereof.
3. CUSTOMER UNDERTAKING
3.1. The Customer must be a legal person, or an entity with legal capacity.
3.2. If you are subscribing to our Service on behalf of an entity, such as your employer or the company you work for, you represent and warrant to us that you have the legal authority to bind the Customer and acts on its behalf and that the Agreement is binding upon the Customer.
3.3. All Customer Content provided by you must be true, accurate and up-to-date and you undertake to promptly correct any Customer Content that becomes outdated or incorrect. The Company is entitled but not obliged to verify the accuracy of the Customer Content and may rely on this data without any verification.
3.4. You must comply with all laws, regulations and ordinances applicable to the use of the Service.
3.5. With respect to the information (including all text, images, audio-visual material and other content) that the you upload, transmit or store via the Service, you represent and warrant to the Company, that you have the right to upload, transmit and store the same.
3.6. You may not use the Service for sending unsolicited communications or for uploading, transmitting, delivering, running or storing harmful code, malware or illegal content.
3.8. Carrier agrees not to make a transportation offer nor transport Shipper`s cargo outside the Service, if the Shipper initially approached the Carrier through the Service for transportation of the same cargo.
3.9. You agree not to obtain or offer transportation through our Service for transportation of contraband, stolen, illegal or any other inappropriate products.
3.10. Carrier agrees to fulfil all road transportation requirements, including, without limitation, insurance requirements.
4. USER ACCOUNT
4.1. You shall be solely and entirely responsible for the activity that occurs under your User Account, and must notify us immediately of any breach of security relating to, or unauthorised use of, such User Account.
4.2. You shall be responsible for (i) maintaining the confidentiality of your username and password, (ii) any and all actions by persons that the Customer gives access to or that otherwise use such username or password, and (iii) for any loss, damage or other consequences that may result from any unauthorised use of the User Account, username or password.
4.3. You as our Customer may have only one User Account. If several persons need to use the User Account on behalf of you, you must designate such persons separately as users. For the avoidance of doubt, each separate user designated by you is subject to the Agreement.
4.4. If you have designated a certain number of users to your User Account, it is presumed that such users have the right to represent you when using the User`s Account. The Company is not obliged to check the representation rights of any user, but the Company may ask for additional information on the user’s representation rights.
4.5. Your login credentials must not be used by multiple persons. If you have designated several users for one User Account, then each user must provide separate login credentials.
5.1. For you as a Shipper, the usage of the Service is free of charge.
5.2. You as a Carrier shall be charged for using the Service and you agree to fees, rates and billing cycles as described on Palleter at the time of subscription and as amended from time to time by the Company.
5.3. Unless otherwise agreed at the time of subscription, the Customer's billing cycle is 30 days, starting on the day immediately following their subscription or, if a free trial period has been granted to the Customer, on the day immediately following the expiry of the trial period.
5.4. Customer is issued an electronic invoice for payment of the fee. Customer must pay the invoice by the due date indicated on the invoice.
5.5. All fees are exclusive of all taxes, levies or duties applicable under any legal acts or imposed by tax authorities. Payment of such taxes, levies or duties is your sole responsibility.
5.6. Upon delay with any payments, we may suspend or close your User Account or terminate the Agreement without prior notice, and/or we may require you to pay a penalty for late payment according to applicable legal acts.
6. INTELLECTUAL PROPERTY
6.1. You acknowledge that all Service-related Intellectual Property belongs and shall belong to us. You shall not acquire any right, title, or interest in the Intellectual Property or otherwise in connection with the Service, except for the license set forth in this Agreement. Any rights not expressly granted in the Agreement shall be deemed withheld.
6.2. Neither the fact of concluding this Agreement, nor any provision contained herein, nor any breach of its obligations hereunder, shall be construed as causing the Customer to acquire Intellectual Property or any other right with respect to any item or asset belonging to the Company.
6.3. We respect Intellectual Property of others and may, in appropriate circumstances and at our sole discretion, disable or terminate any User Account through which the rights of others are infringed.
6.4. We grant to you a limited, non-exclusive, non-transferable and non sub-licensable licence to use the software included in the Service. The aforementioned software may only be used in such manner as necessary for utilising the Service for its intended purpose and only during the time that the Agreement is in force.
6.5. You may not copy, modify, distribute, process, translate, make extracts of, transmit, add to compilations or databases, make available to the public, publicly display, make additions to or create derivatives of, reverse engineer, decompile, rent, sell for a fee or license to third parties or otherwise exploit the Service, its software or any parts or elements thereof, nor use Intellectual Property or any other rights, title and interest therein and thereto, except as expressly agreed otherwise in the Agreement.
6.6. You may not disable, bypass or circumvent security or other technological measure designed to protect the Service or any content available through the Service.
6.7. If you breach the license, infringe Intellectual Property or otherwise exceed the scope of the license, we may disable or terminate your User Account and/or terminate the Agreement without prior notice and you may be subject to legal actions.
6.8. The said license applies also to any updates that replace and/or supplement the Service unless otherwise notified by the Company.
6.9. This aforementioned license is valid only until the termination of this Agreement.
7. USER CONTENT
7.1. By subscribing to the Service, you grant us and our affiliates a worldwide, non-exclusive, perpetual, free of charge, sub-licensable, and transferable license to copy, modify, distribute, process, translate, make extracts of, transmit, add to compilations or databases, make available to the public, publicly display, make additions to or create derivatives of and otherwise use your User Content for the purposes of providing you the Service (e.g. hosting User Content, offering customer support, conducting maintenance of Palleter.com, researching or diagnosing technical issues with the website, provisioning hardware resources etc).
7.2. You represent and warrant that you own all Intellectual Property and any other rights, title and interest in your User Content or have obtained the respective permissions and authorizations from the respective third party owners before submitting it to the Company through the Services for the purposes described in the Agreement.
7.3. You represent and warrant that the User Content is accurate and that you will keep it accurate and up-to-date at all times.
7.4. Any User Content that conflicts with the provisions of this Agreement may be removed, disabled and/or destroyed by the Company at their sole discretion without any warning or notice.
8. TECHICAL DATA
8.1. By subscribing to our Service, you agree that we may collect and use technical data and related information, including but not limited to UDID and other technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Service, and to anonymously track and report your activity inside of the Service, including for analytics purposes. You hereby also expressly consent to the transfer and processing of your data outside your home jurisdiction.
9.1. By subscribing to our service, you as a Carrier shall enable us to access and store in our integrated cloud computing solution the Location Data.
9.2. Carrier retains title and interest and all other rights ownership rights in Location Data.
9.3. By subscribing to our service, you as a Carrier:
i) grant us and our affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sub-licensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise exploit Location Data and derivatives thereof for any purpose whatsoever in connection with the Service and Company`s (and their successors’) business, including, without limitation, for providing you with the Service, and for marketing, promoting, and/or redistributing part or all of the Service (and derivative works thereof) in any media formats and through any websites, social media networks or media channels now known or hereafter discovered or developed.
ii) represent and warrant that you own all Intellectual Property and any other rights, title and interest in Location Data or have obtained the respective permissions and authorizations from the respective third party owners before submitting the aforementioned license to the Company.
iii) represent and warrant that the use of Location Data under the aforementioned license by the Company does not does not require obtaining a license from or paying any fees and/or royalties by the Company to any third party.
iv) shall defend, or at its option settle (with no harm or cost to the Company), any third party lawsuit or other proceeding brought against the Company and/or the Carrier based upon or otherwise arising out of the use of the Location Data, its content, or infringement of Intellectual Property.
9.4. We reserve the right to refuse to allow your Location Data to be entered in our servers or to edit or remove any Location Data at any time with or without notice.
9.5. We agree to take reasonable security measures to ensure that your Location Data which has reached our servers, is protected against undesirable deletion and/or alteration.
11. DISCLAIMER OF WARRANTIES AND LIABILITIES
11.1. Due to the nature of the SaasS model, the we cannot and do not guarantee or warrant (i) that the Service will meet all your requirements or expectations, (ii) that access to or use of the Service will be uninterrupted, timely, secure or error-free, (iii) that any defects in the Service will be corrected, (iv) that the Service or any means by which the Service is accessed is free of malware or other harmful components; or (v) with respect to any third-party software, content, material, information, infrastructure or other third-party resources or services that you may acquire, use, access or be exposed to through or due to the Service.
11.2. We also make no warranty with respect to (i) the accuracy of the maps, content, road conditions, location information, driving directions, or navigation routes presented or displayed in or by the Service, (ii) the map applications provided by third parties to us.
11.3. We have at any time the right to perform maintenance works of the Service and close access to the Service for this purposes.
11.4. We shall not be liable to the Customer, or any person claiming under or through the Customer for any loss, damage, expenses or other consequences resulting from (i) the use or the inability to use the Service, (ii) the properties of the Service, (iii) the need to procure or the procurement of substitute goods or services for the Service or for any item, service or other benefit received, owned, possessed or otherwise enjoyed through the Service, (iv) any message or other communication received or transaction entered into through or from the Service, (v) unauthorised access to or alteration of the Customer's transmissions or data, (vi) the statements or conduct of any person having access to the Service, (vii) any other matter relating to the Service.
11.5. Our liability under the Agreement is limited to direct patrimonial damages only. To the maximum extent permitted by applicable laws and regulations, the Company is not liable to you for the loss of profit or non-patrimonial damage, as well as any other indirect, special, consequential, warning, or punishing damages. The total liability of the Company, whether in contract or otherwise shall in no circumstances exceed a sum equal to the amount that the Customer has paid to the Company during the twelve months immediately preceding that month in which the breach occurred.
11.6. You acknowledge and agree that we offer you the Service in reliance upon the warranty disclaimers and the limitations of liability set forth herein and that reflect a reasonable and fair allocation of risk between you and us, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and us.
12. FORCE MAJEURE
12.1. No Party shall be liable to the other for breaching its obligations due to a circumstance beyond its control, such as, for example, an act of God, act of government, war, civil unrest, act of terror, strike, internet service provider failure or any other circumstance qualifying as force majeure.
12.2. If the effect of the Force Majeure is temporary, the breach of this Agreement is excused only for the period during which the Force Majeure impeded the performance of the obligation. In this case, the term of performance will be considered extended for a period of time equivalent to the time lost because of such delay plus a reasonable period of time to allow the Company and/or Customer to recommence performance of their respective obligations hereunder.
13.1. You agree to indemnify and hold harmless the Company and their affiliates from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Service, representations made to the Company and/or third parties, violation of this Agreement, violation of the rights of any other person or entity, infringement of Intellectual Property, or any breach of the representations, warranties, and covenants in this Agreement.
13.2. You understand that Company is not affiliated with any carrier, agent, broker, freight forwarder, service provider, or advertiser, and any dispute you may have with any carrier, agent, broker, freight forwarder, service provider, advertiser, or other third party, including without limitation any other user of the Service, is directly between you and such third party, and you irrevocably release Company from claims, demands and damages (patrimonial and non-patrimonial) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
14.1. This Agreement shall be effective as of the moment when the Customer is subscribed to the Service or obtains a User Account or starts using the Service, whichever is the earliest. The Agreement is entered into for an indefinite term and may be cancelled by either the Company or Customer as provided herein.
14.2. You may terminate the Agreement with immediate effect at any time at your own discretion by clicking “Cancel Account” on the website Palleter.com.
14.3. We may terminate the Agreement for whatever reason by giving 7 days’ prior notice to the Customer, or with immediate effect as prescribed by the Agreement .
14.4. If the Agreement is terminated due to the other Party's material breach, no warning or advance notice shall be required for the termination to be effective.
14.5. A material breach of the Agreement shall (inter alia) be deemed to have occurred if: (i) a Party is in breach of any of its obligations hereunder and fails to discontinue or remedy such breach within two weeks after notice from the other Party specifying the breach and requiring it to be discontinued or remedied; (ii) a Party is in persistent breach of any of its obligations hereunder and the respective breach cannot be remedied; (iii) a breach by one Party deprives the other of the whole benefit, or substantially all of the benefit, which the latter was entitled to hereunder.
14.6. Any termination of the Agreement shall be without prejudice to the Parties' rights and remedies that have accrued prior to the termination.
14.7. The Customer understands and agrees that upon any termination of the Agreement (i) all rights that the Customer has been granted hereunder will terminate; (ii) the Customer shall cease all activities authorised by the Agreement; (iii) the Customer shall immediately disburse to the Company all sums that are due to Company hereunder (all outstanding fees for using the Service); (iv) the Customer will receive no refund or exchange for any unused time on a subscription, for any license or subscription fee, any content or data associated with their account, or for anything else.
14.9. The provisions of the Agreement, the validity of which is expressly stated to survive the Agreement, or the nature or context of which requires the validity beyond the termination of the Agreement, shall remain in force. For the avoidance of doubt, all licenses granted to us survive the termination of the Agreement and shall be valid until the legal validity term of the rights (for example copyrights) in respect of which the licence(s) were granted.
15.1. While we are continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from you.
15.2. If you choose to contribute by sending us any ideas for products, services, features, modifications, enhancements, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams or other materials, then regardless of what your accompanying communication may say, the following terms shall apply, so that future misunderstandings can be avoided. Accordingly, by sending aforementioned information to us, you agree that (i) we have no obligation to review, consider, or implement that information, or to return to you all or part of it for any reason, (ii) we do not undertake to keep the information confidential or refrain from using it in any way, (iii) you grant us a worldwide, non-exclusive, free of charge, sub-licensable, and transferable license to copy, modify, distribute, process, translate, make extracts of, transmit, add to compilations or databases, make available to the public, publicly display, make additions to or create derivatives of and otherwise use the information you sent to us.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1. The Agreement is governed by and construed in accordance with the laws of the Republic of Estonia, without giving effect to any principles of conflicts of law.
16.2. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to the Agreement.
16.3. In the event of a dispute regarding the Agreement, you and us agree to use our best efforts to settle the dispute amicably by mutual negotiations. However, should this be impossible, the dispute shall be settled by the Court of Arbitration of the Estonian Chamber of Commerce and Industry according to its arbitration rules.
17.1. Customer may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer the Agreement or delegate any of its rights and/or obligations under the Agreement without the prior written consent of the Company.
17.2. The Agreement constitutes the entire agreement between us and you and supersedes any prior agreement, whether written or oral, and all other communications and negotiations relating to the subject matter of the Agreement.
17.3. We and you enter into the Agreement as independent contractors, and the Agreement shall not create a partnership, agency, joint venture or employment relationship.
17.4. If any part of the Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
17.5. All notices or other communications under or with respect to the Agreement must be made by e-mail or in writing to the contact details provided by each Party, each Party being liable for prompt updates to such contact details.
17.6. Having sufficiently considered each term of the Agreement both individually and in conjunction with other terms, each Party hereby confirms to the other and for the benefit of the Company that they find the Agreement fair and not oppressive or harmful in any respect.
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