Terms of Service
These Terms of Service (this “Agreement”) are between PALLET TECHNOLOGIES INC., 1613 Kebet Way, Port Coquitlam, British Columbia, Canada (“Pallet”), and the person or business that uses the Offering (“Client”). Pallet and Client are each a “Party”.
Acceptance. Client agrees to this Agreement when Client creates a Pallet account, connects an AI Application to Pallet or otherwise uses the Offering. An individual who accepts this Agreement for a business confirms that they have the authority to bind that business.
Signed agreements. If Client has signed an agreement with Pallet that includes an Order Form, this Agreement and that signed agreement both apply, and the signed agreement prevails if they conflict. If Client has no Order Form, Client is a “Self-Serve Client” and Section 14 applies. Section 15 applies to every Client.
1. Definitions
When used in this Agreement, the following terms shall have the following meanings unless the context otherwise requires:
(a) “Affiliate” of a Party means any corporation or other legal entity that such Party directly or indirectly controls, is controlled by or is under common control with. In this context, a Party “controls” a corporation or other entity if it or any combination of it and/or its Affiliates owns more than fifty percent (50%) of the voting rights for the board of directors or other mechanism of control for such corporation or other entity;
(b) “Anonymized Data” means data, including Client Data, which has been stripped of information that could identify Client or that is Personal Information, and which has been manipulated or combined to provide generalized anonymous information that cannot be reverse-engineered to identify Client or any other person. Anonymized Data does not include any carrier pricing, tariff or rate from which a carrier, a lane or a customer can be identified;
(c) “Client Data” means the data, information, records and files that Client or User, or where applicable, the Client’s customer(s) and their respective User(s) loads, transmits to or enters into the Offering;
(d) “Confidential Information” means any and all information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is not public information and that is marked “confidential” or “proprietary” or which the Receiving Party knows or ought reasonably to know is regarded by the Disclosing Party as such, including oral information. All Client Data is Client’s Confidential Information. All Pallet Property is Pallet’s Confidential Information;
(e) “Documentation” means the designated final user manuals, handbooks, online materials, specifications or forms furnished by Pallet that describe the features, functionality or operation of the Offering;
(f) “Fees” has the meaning set forth in Section 6(a);
(g) “Force Majeure Event” has the meaning set forth in Section 13(e);
(h) “Intellectual Property” means (i) any rights provided under (1) patent law, (2) copyright law, (3) trademark law, (4) design patent or industrial design law or (5) any other statutory provision or common law principle applicable to the foregoing, including trade dress and trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know-how; and (ii) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing;
(i) “Offering” means, collectively, the Service and the Platform;
(j) “Order Form” means, collectively, the order documents representing the initial subscription to the Service by Client and any subsequent modifications to the Service subscription agreed to between the Parties in writing from time to time, that, upon execution, are incorporated in and made a part of this Agreement from time to time;
(k) “Pallet Property” means the Offering, Anonymized Data and all other Intellectual Property created, used or provided by Pallet to Client or, where applicable, Client’s customer(s) pursuant to this Agreement, and all modifications or derivatives thereof or improvements thereto;
(l) “Personal Information” means information about or relating to an identified or identifiable individual that is subject to any Privacy Laws;
(m) “Platform” means the technology, including websites, hardware, API, software and systems, used by Pallet in the provision of the Service;
(n) “Platform Fee” means the fees to be paid by Client to Pallet for Client’s use of the Service, as set forth in the Order Form;
(o) “Privacy Laws” means all applicable legislation and regulations governing the collection, use and disclosure of Personal Information in the jurisdictions where Client has subscribed to use the Service, which may include the Personal Information and Protection of Electronic Documents Act (Canada) and equivalent provincial, state, federal and international legislation;
(p) “Professional Services” means any professional services, including any implementation, customization or training to be provided by Pallet described in the applicable Order Form or SOW;
(q) “Service” means the online services delivered by Pallet to Client as made available by Pallet from time-to-time and as specified in the Order Form;
(r) “SOW” has the meaning set forth in Section 2(b);
(s) “Subcontractors” means the third parties that Pallet engages to perform part of the Offering, including hosting and other service providers;
(t) “Term” has the meaning set forth in Section 8(a); and
(u) “User” has the meaning set forth in Section 4(a).
2. Subscription for Service
(a) Service. Client may order a subscription to the Service by placing orders on an Order Form. Conditional on Client: (i) complying with the terms of this Agreement, including paying the Platform Fee; and (ii) cooperating with the reasonable requests of Pallet, Pallet will provide the Service to Client on the terms and conditions set out in this Agreement and each applicable Order Form.
(b) Professional Services. Client’s subscription to the Services does not include any Professional Services. Client may from time to time order Professional Services under this Agreement by entering into a written statement of work between the Parties (an “SOW”) or a separate Order Form setting out, amongst other things, description of Professional Services and the Fees, payment terms, performance standards and timeline for delivery applicable to the Professional Services. Upon execution by each Party, an SOW (or an applicable Order Form) will be incorporated by reference into this Agreement. The terms and conditions of this Agreement will prevail over any provision in the SOW or Order Form.
(c) Availability. Pallet will use commercially reasonable efforts to make the Platform available with minimal downtime. Pallet does not guarantee 24x7 uptime availability of the Platform. Client acknowledges that the Offering will be unavailable during: (i) downtime and scheduled upgrades per Section 2(d); and (ii) unavailability caused by circumstances beyond Pallet’s reasonable control, including Force Majeure Events or the unavailability of any third party services or software.
(d) Updates and Maintenance. Pallet may update any aspect of the Offering at any time in its sole discretion. Pallet may schedule downtime for maintenance and upgrades to the Offering without prior notice but will use reasonable efforts to provide advance notice where practicable.
(e) Privacy Policy. To the extent any Client Data contains Personal Information, it will be used, collected, stored and disclosed solely for the purposes contemplated under this Agreement and in accordance with the Privacy Policy at usepallet.com/privacy (the “Privacy Policy”).
(f) Internet Security Disclaimer. Client acknowledges and agrees that Pallet exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity to the Offering. Client acknowledges that the Internet is inherently risky, and Client assumes responsibility for its access to and use of the Offering over the Internet.
(g) Limitation, Suspension or Termination of Access. In addition to the other rights and remedies of Pallet under this Agreement, Pallet may suspend, terminate or limit (in Pallet’s sole discretion) Client’s access to or use of the Offering, or any part of it, without notice in order to:
(i) prevent damage to, or degradation of the integrity of, the Offering, Client Data or Client’s systems; (ii) comply with any law, regulation, court order or other governmental request or order applicable to Pallet; or (iii) otherwise protect Pallet from harm to its reputation or business. Pallet will use commercially reasonable efforts to notify Client of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Pallet will restore Client’s access to the Offering when Pallet determines the event has been resolved. Nothing in this Agreement will limit Pallet’s right to take any action or invoke remedies, or will act as a waiver of Pallet’s rights in any way with respect to any of the foregoing activities. Pallet will not be responsible for any loss or damages of any kind incurred by Client as a result of any limitation, termination or suspension of the Offering under this Section 2(g).
3. Intellectual Property
(a) Ownership of Client Data. Pallet expressly acknowledges and agrees that, as between Client and Pallet, Client is the owner of and has exclusive rights, title and interest in and to Client Data now and in the future on a worldwide basis, and that such information is further protected as Client’s Confidential Information. Subject to the terms and conditions of this Agreement, Client grants to Pallet a non-exclusive, royalty-free, fully paid-up, worldwide license to copy, reproduce, modify, develop, access, collect, store and use the Client Data as necessary to provide the Offering to Client and to generate Anonymized Data. Client will ensure Pallet’s use of any Client Data in accordance with the terms of this Agreement will not violate the rights of any third party.
(b) Freedom to Use Ideas. For clarity, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed regarding the provision of the Offering or Pallet’s Intellectual Property during the course of this Agreement by Pallet and/or its personnel or Subcontractors may be used by Pallet without limitation, including by or for its customers.
(c) Retention of Rights. Except as expressly set forth in this Agreement: (i) Pallet retains all right, title, and interest in and to the Pallet Property; and (ii) Client acknowledges that nothing contained in this Agreement will constitute an assignment or transfer of the Pallet Property to Client.
4. Client Responsibilities and Restrictions
(a) User ID. Subject to any limitations associated with Client’s subscription account, Pallet will issue a user identification and password (“User ID”) to Client for each individual who is an authorized user that Client authorized to use the Offering (each a “User”). Users may only access and use the Offering with their specific User ID. Client is responsible to ensure User IDs are not shared between individuals, and that Users retain the confidentiality of their User ID. Client is responsible for any and all activity occurring under the User IDs associated with Users. Client will promptly notify Pallet of any actual or suspected unauthorized use of the Offering. Pallet may require that a User ID be replaced at any time.
(b) Client Responsibilities and Restrictions. Client agrees that Client will not, and will not permit any person to:
(i) use the Offering other than as permitted by this Agreement;
(ii) use the Offering in violation of any law, regulation or rule;
(iii) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile, modify or adapt the Offering or any part thereof or otherwise attempt to discover any source code of the Offering;
(iv) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Offering available to any third party, other than to the Users and to third parties approved by Pallet, or any use otherwise than as expressly permitted under this Agreement;
(v) use the Offering to upload, collect, transmit, store, use or process, or ask Pallet to obtain from third parties, any data: (A) that Client does not have the lawful right to copy, transmit, distribute and display (including any Client Data that would violate any confidentiality or fiduciary obligations that Client might have with respect to the Client Data); (B) for which Client does not have the consent or permission from the owner of any Personal Information contained therein; (C) that infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of any third party; (D) that is tortious, defamatory, obscene or offensive; or (E) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability;
(vi) use the Offering to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, Personal Information or property of another;
(vii) use the Offering in a manner that interferes with or disrupts the integrity or performance of the Offering;
(viii) attempt to gain unauthorized access to the Offering or its related systems or networks;
(ix) probe, scan or attempt to penetrate or ascertain the security of the Offering in any manner;
(x) use any data mining, robots or similar data gathering or extraction methods, other than those approved in writing by Pallet, except that an AI Application that Client connects under Section 15(d) and that uses only the interfaces that Pallet provides for it is approved; or
(xi) use or access the Offering for purposes of competitive analysis of the Offering, the development of a competing product or service or any other purpose that is to Pallet’s commercial disadvantage.
(c) Client Data. As between Pallet and Client, Client is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of the Client Data.
5. Support
Pallet will provide the following standard support services to Client:
(a) Web and Email Support. Client may submit service requests by email to support@usepallet.com. Pallet will endeavour to acknowledge receipt of such service requests during Pallet’s business hours.
(b) Incident Management. Pallet will use commercially reasonable efforts to correct any reproducible failure of the Offering to substantially conform to its expected operation, provided that Pallet will not have an obligation to provide a correction for all such nonconformities.
6. Payment Terms
(a) Fees. Client will pay to Pallet the Platform Fee as set forth in the Order Form and, if applicable, any fees for Professional Services (collectively, the “Fees”) in accordance with the payment terms set forth in this Agreement.
(b) Taxes. The Fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature including value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client will be responsible for self-assessment of and self-remission of any and all Taxes associated with this Agreement to the applicable collecting agency or party. In the event that Pallet pays Taxes on behalf of Client, Client will reimburse Pallet for its payment of all Taxes, fees or assessments imposed by any governmental authority upon the services provided hereunder to Client (excluding taxes based upon Pallet’s income).
7. Warranties
(a) Pallet Warranties. Pallet represents, warrants and covenants to Client that:
(i) the Offering will perform materially as described in the technical specifications set forth in the Documentation and the sole remedy for such failure is for Pallet to use reasonable efforts to cause the Offering to perform in accordance with their Documentation in accordance with Pallet’s then-current standard support and maintenance policies; and
(ii) it will perform the Professional Services in a diligent and businesslike manner using reasonable care and skill.
(b) Client Warranties. Client represents, warrants and covenants to Pallet that Client will comply with all Privacy Laws in its use of the Offering, including without limitation Client’s provision, disclosure, use, retention and destruction of Personal Information.
(c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7: (I) THE OFFERING IS PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND; (II) EACH PARTY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE; AND (III) PALLET DOES NOT WARRANT THAT THE OFFERING WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, AND PALLET EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CLIENT IN CONNECTION WITH CLIENT’S USE OF THE OFFERING IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CLIENT FOR ANY PURPOSE WHATSOEVER.
8. Term and Termination
(a) Term. The initial term of this Agreement and Client’s subscription to the Service shall be as set forth in the Order Form (the “Initial Term”), and shall automatically renew for successive one year terms (each a “Renewal Term”), unless a Party gives written notice to the other Party at least 30 days before the expiration of the then-current Initial Term or Renewal Term advising that it wishes to terminate this Agreement and subscription to the Service at the end of such Initial Term or Renewal Term. In addition to any other terms of this Agreement which may modify the Platform Fee payable hereunder, Pallet may increase the Platform Fee for Renewal Terms by providing Client notice of such increase before the expiration of the then-current Initial Term or Renewal Term.
(b) Termination. Without prejudice to any other rights or remedies which it may have, either Party may terminate this Agreement:
(i) if the other Party materially breaches this Agreement and such breach remains uncured 30 days after receiving written notice of such breach; or
(ii) immediately by notice to the other Party if (1) the other Party is declared insolvent or bankrupt, (2) a petition is filed in any court to declare the other Party bankrupt or for a reorganization under bankruptcy law or similar statute and such petition is not dismissed in 60 days, or (3) a trustee in bankruptcy or a receiver or similar entity is appointed for the other Party.
(c) Termination of SOWs. Each SOW will immediately terminate upon the termination or expiry of this Agreement.
9. Effect of Termination
(a) Upon any termination or expiry of this Agreement, Client will immediately cease any and all use of the Offering, all rights granted herein will revert to the granting Party and all licenses will terminate. This Section 9(a) is subject to any rights or obligations expressly surviving the termination or expiry of this Agreement.
(b) Within 30 days of any termination or expiry of this Agreement, a Receiving Party will delete or destroy all Confidential Information of the Disclosing Party which it has in its custody or control. For clarity, the foregoing does not limit the right of either Party to retain such information as required by law or as permitted under this Agreement.
(c) Sections 3, 6, 7 and 9 through 15 shall survive the termination or expiry of this Agreement.
10. Liability Limitations
(a) Limitation of Liability: EXCEPT WITH RESPECT TO (1) A PARTY’S BREACH OF SECTION 12 (CONFIDENTIALITY), (2) A PARTY’S VIOLATION OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (3) ANY INDEMNITY OBLIGATION OF A PARTY UNDER THIS AGREEMENT, AND/OR (4) CLAIMS FOR FEES OWING UNDER THIS AGREEMENT AND ANY COST, EXPENSE OR FEES INCURRED IN COLLECTION:
(i) IN NO EVENT WILL A PARTY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS IN AGGREGATE IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO PALLET IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE, AND (B) $100. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT; AND
(ii) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (III) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE.
IN NO EVENT SHALL PALLET BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
(b) No Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(c) No Participating in Class Action. CLIENT AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, CLIENT HEREBY GIVES UP ITS RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
11. Indemnities
(a) Pallet Indemnity. Pallet will defend, indemnify and hold Client harmless from and against all third party claims, suits, demands, or actions (“Claims”), and shall indemnify Client against all costs, expenses and resulting damages awarded (including reasonable attorneys’ fees) to the extent arising from: (i) a claim that the Service, as provided, infringes any Intellectual Property of a third party in Canada or the United States; or (ii) any grossly negligent, willful misconduct or fraudulent action of Pallet. Notwithstanding the foregoing, Pallet shall have no liability to Client for any infringement action which arises out of a breach of the terms and conditions of this Agreement by Client or Client’s use of the Service (1) after it has been modified by Client or a third party without Pallet’s prior written consent, or (2) in combination with any other service, equipment, software or process not provided by Pallet. In the event that the Service are held to or believed by Pallet to infringe, Pallet will have the option to: (A) replace or modify the Service to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality; (B) obtain for Client the right to continue using the Service; or (C) if both (A) and (B) are not reasonably practicable, terminate this Agreement and refund to Client the pro rata portion of the Platform Fee paid to Pallet for the Service not provided by Pallet after the date of termination.
(b) Client Indemnity. Client will defend, indemnify and hold Pallet harmless from and against all Claims, and shall indemnify Pallet against all costs, expenses and resulting damages awarded (including reasonable attorneys’ fees) to the extent arising from: (i) a claim that the Client Data infringes any Intellectual Property of a third party or any other third party right; or (ii) any grossly negligent, willful misconduct or fraudulent action of Client.
(c) Conditions. Any Party that is seeking to be indemnified under the provision of this Section 11 (an “Indemnified Party”) must (a) promptly notify the other Party (the “Indemnifying Party”) of any Claim, and (b) give the Indemnifying Party the sole control over the defense of such Claim. However, if an Indemnified Party fails to notify the Indemnifying Party promptly, the Indemnifying Party will be relieved of its obligations under this Section 11 only if and to the extent that its ability to defend the Claim is materially prejudiced by such failure. The Indemnifying Party may settle or compromise a Claim without the Indemnified Party’s prior approval of any such settlement or compromise only if (A) such settlement involves no finding or admission of any breach by an Indemnified Party of any obligation to any third party, (B) such settlement has no effect on any other claim that may be made against an Indemnified Party or any defense that an Indemnified Party may assert in any such claim, and (C) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Indemnifying Party. Upon the Indemnifying Party’s assumption of the defense of such Claim, the Indemnified Party will cooperate with the Indemnifying Party in such defense, at the Indemnifying Party’s expense.
12. Confidentiality
(a) Obligation. The Receiving Party agrees (i) to hold the Disclosing Party’s Confidential Information in strict confidence, (ii) to limit access to the Disclosing Party’s Confidential Information to those of its employees, contractors or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and
(iii) not to use the Disclosing Party’s Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, the Receiving Party will not be in violation of this Section 12(a) with regard to a disclosure that was in response to a valid court order, the advice of outside legal counsel that such disclosure must be made by it in order that it not commit a violation of law or requirement by a court or other governmental body, provided that the Receiving Party gives the Disclosing Party prior written notice of such disclosure in order to permit the Disclosing Party to seek confidential treatment of such Confidential Information.
(b) Exceptions. The restrictions on use and disclosure of Confidential Information set forth in Section 12(a) will not apply to any Confidential Information, or portion thereof, which (i) is or becomes a part of the public domain through no act or omission of the Receiving Party, (ii) was in the Receiving Party’s lawful possession prior to the disclosure, as shown by the Receiving Party’s competent written records, (iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s competent written records, or (iv) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure.
13. General Provisions
(a) Interpretation. In this Agreement: (i) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (ii) all usage of the word “including” or the phrase “e.g.,” in this Agreement shall mean “including, without limitation,” throughout this Agreement; (iii) all dollar amounts are expressed in United States dollars unless expressly provided otherwise in the applicable SOW. Headings and the division of this Agreement into sections are for convenience of reference only and shall not affect the interpretation hereof.
(b) Arbitration. All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre (VanIAC) pursuant to its applicable Rules. The place of arbitration shall be Vancouver, British Columbia, Canada. The number of arbitrators shall be one. The language of the arbitration shall be English. Notwithstanding the foregoing, Pallet may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and Client agrees that this Agreement is specifically enforceable by Pallet through injunctive relief and other equitable remedies without proof of monetary damages.
(c) Governing Law. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
(d) No Rights. Unless otherwise expressly provided for in this Agreement, no rights or licenses to any data, information, technology, trademarks or any other item containing the Intellectual Property of a Party or any third party are granted by virtue of this Agreement.
(e) Force Majeure. If the performance of any obligation hereunder, except non-payment of amounts due hereunder, is interfered with by reason of any circumstances beyond a Party’s reasonable control, including acts of God, labor strikes and other labor disturbances, power surges or failures, Internet connectivity, or the act or omission of any third party (each, a “Force Majeure Event”), the Party shall be excused from such performance to the extent necessary. Each Party will use reasonable efforts to implement industry standard procedures to minimize the disruption of such Force Majeure Events and shall use reasonable efforts to remove such causes of non-performance.
(f) Right to List as a Customer. Client agrees that Pallet may utilize Client’s name, logos and/or trademarks in listings of current customers. Use of Client’s name, logos and/or trademarks in any other marketing materials or press announcements will be submitted to Client in advance for approval, provided that such approval will not be unreasonably withheld or delayed.
(g) Compliance with Export Regulations. Client has or will obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals, and will indemnify and hold Pallet harmless from, and bear all expense of, complying with all foreign and domestic laws, regulations or requirements pertaining to the importation, exportation or use of the technology to be developed or provided herein. Client will not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
(h) Entire Agreement. The terms and conditions of this Agreement supersede and replace all previous and contemporaneous agreements, proposals or representations related to the Offering, except an Order Form or other agreement signed by both Parties, which applies as set out in “Signed agreements” above.
(i) Assignment. Neither Party shall be permitted to assign this Agreement without the consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Pallet shall have the right to assign this Agreement to an Affiliate or in connection with a merger, amalgamation, transfer of control, reorganization or sale of all or substantially all of its assets or equity interests. Notwithstanding the foregoing, in order for any assignment to be effective, the assignee must (i) agree in writing to be bound by the terms of this Agreement, and (ii) have the financial ability to meet the contractual obligations of this Agreement.
(j) Severability; Waiver. In the event that any provisions of this Agreement shall be found to be illegal, void or unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of the Agreement shall remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
(k) Relationship of Parties. The Parties are independent contractors. No agency, partnership, joint venture or employment relationship is created as a result of this Agreement, and each Party does not have any authority of any kind to bind the other in any respect whatsoever and neither Party shall make any contracts, warranties or representations or assume or create any other obligations, express or implied in the other Party’s name or on its behalf.
(l) No Third Party Beneficiaries; Enurement. There are no third party beneficiaries to this Agreement. This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
(m) Notices. All notices, demands, consents, authorizations, approvals and other communications under this Agreement must be given in writing to the other Party at: (i) if to Client, to Client’s email or postal address set out on the first page of this Agreement; or (ii) if to Pallet, to:
Customer Service
Attention: Legal
Email: info@usepallet.com
Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (1) delivered personally, (2) sent via certified mail (return receipt requested); (3) sent via electronic mail (with confirmation of receipt), or (4) sent by recognized air courier service. A Party may change its address for notice under this Agreement by giving written notice to the other Party by the means set forth in this Section 13(m).
(n) Rights and Remedies. Except as specifically provided in this Agreement, the rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity, neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy.
(o) Further Assurances. Each Party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.
(p) Counterparts. This Agreement may be executed by the Parties in one or more counterparts, each of which will be considered one and the same agreement, and will become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be delivered by facsimile, email or other functionally equivalent electronic means of transmission.
14. Self-Serve and Free Use
(a) Application. This Section 14 applies to a Self-Serve Client. It prevails over any other provision of this Agreement that conflicts with it.
(b) Free and Trial Use. Pallet may provide the Service without an Order Form and without Fees. For a Self-Serve Client, the “Service” means the online services that Pallet makes available to Client’s account from time to time, and no Platform Fee is payable. Sections 2(b), 6(a), 8(a) and 8(c) do not apply. Pallet may change, limit or end free or trial access at any time. Fees apply only if Client agrees to them in an Order Form or in the Platform.
(c) Term. This Agreement starts when Client accepts it and continues until a Party terminates it. Client may terminate this Agreement at any time by closing its account. Pallet may terminate this Agreement at any time by notice to Client. Section 8(b) also applies.
(d) Account Closure and Client Data. Client may close its account in the Platform, where available, or by email to info@usepallet.com. Before closure, Client may ask for a copy of its Client Data, and Pallet will provide it in a common format within a reasonable time. After closure, Pallet deletes Client Data as described in the Privacy Policy.
(e) Notices. Pallet will send notices to a Self-Serve Client at the email address of its account. Section 13(m)(i) does not apply.
(f) Changes. Pallet may change this Agreement. Pallet will post the new version at usepallet.com/tos with a new effective date, and will notify Client by email or in the Platform. For a material change, Pallet will give the notice at least 15 days before the change takes effect, except where a law or a security need requires a faster change. Client’s use of the Offering after the change takes effect means that Client accepts it. If Client does not agree, Client must stop using the Offering and close its account.
15. Platform Use
(a) Application. This Section 15 applies to every Client, with or without an Order Form.
(b) Pallet’s Role. Pallet provides software only. Pallet is not a carrier, freight broker, freight forwarder or agent of a shipper or carrier, and does not transport goods, arrange their transport or take custody of them. Each shipment is between Client and the carrier, under the carrier’s terms, tariffs and bill of lading.
(c) Quotes. Quotes come from carrier tariffs, carrier systems and the information that Client provides. A quote is an estimate. An AI Application can misstate, round or leave out part of a quote. Client will check the quote in the Platform before it books a shipment. The carrier sets the final charges, which can change because of a reweigh, a reclassification, added accessorials or other carrier rules. Pallet is not responsible for any difference between a quote and the final charges.
(d) AI Applications. An “AI Application” is a third-party AI application or agent that Client connects to the Offering through OAuth or an API key. Client is responsible for all activity of an AI Application in Client’s account, as if Client had done it. The terms and privacy policy of the AI Application’s provider govern the AI Application and the data it receives, and Pallet is not responsible for them. Client may disconnect an AI Application at any time. Pallet may suspend or revoke a connection at any time.
(e) API Keys and Tokens. API keys and OAuth tokens issued for Client’s account are User IDs under Section 4(a). Client will keep them secret and is responsible for their use. Client will promptly notify Pallet if a key or token is lost or used without authorization. Pallet may revoke a key or token at any time.
(f) Carrier Credentials. When Client gives Pallet carrier logins, account numbers or API keys, Client confirms that it has the right to share them with Pallet and to let Pallet use them to get quotes and do the other actions that Client requests. Client will comply with the carrier’s terms for their use.