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Experience VelaTrack for yourself, using your own shipment data.
Load up to 5 shipments and track progress for 7 days.
1. VelatrackSM, Inc., has developed and is the owner of the VelatrackSM
Tracking Services (Tracking Service). We are in the business of providing
shipping and tracking services to our Customer for a fee.
2. Such Tracking
Services either track (i) containers our Customer is shipping and/or receiving
for its own business or (ii) containers of principals for which our Customer
acts as the agent for the principal or agent for an agent on behalf of such
customers (“Agent Customer”).
3. Many carriers place Shipping
Information regarding their customer shipments on the internet for access by
such shipping customers to track the status of that customer’s shipments
through that carrier. We have developed a software program that can
electronically access Shipper Information by the internet or similar means for
shippers that allow such access, compile such information and provide a single
report for Our Customer as part of our copyrighted software program (© 2007
VelaTrackSM, Inc.) titled VelatrackSM which report is updated periodically and
available through our designated web page, http://www.velatrack.com/. Tracking
Services do not cover or include Shipper Information that is not available by
such electronic access and retrieval.
4. You wish to subscribe for access to
and use of such Tracking Services for either (i) your own shipments or (ii) or
your Agent Customers as indicated on Schedule 1.
1. We hereby grant you, the Client, a limited, non-exclusive,
nonsublicenseable and non-transferable right to access and use the VelatrackSM
Tracking Services set forth on Schedule 1.1 (the “Services”) in
accordance with the specific limitations set forth in this Agreement and the
performance specifications set forth in Schedule 1.1.
agree to (i) limit access to the Service to such uses and to employees and
agents whose duties cover such access, (ii) inform such employees and agents of
limitations on use, (iii) not attempt to reverse engineer, disassemble or
decompile VelatrackSM, (iv) use any device, software or technique that would
interfere with or attempt to interfere with the proper working of VelatrackSM,
(v) access or allow the access of any information other than for your own
shipments or those of your customers for which you are an agent, (vi) republish,
redeliver or distribute any information we provide you to third parties, other
than your customers relating to solely a customer’s shipment, other than
as expressly permitted, or (vii) make any other use of the webpage or Services.
2. You also hereby grant us a special power of attorney on behalf of you as
your agent and, if you are an agent or subagent, on behalf of your principal on
your principal’s behalf to as your or its lawful attorney-in-fact with
full power and authority to act for purposes of contacting and accessing by any
media (including, without limitation, phone, mail, e-mail, facsimile or internet
websites) shippers with which you or, if you are an agent, your principals, are
shipping for or to the such parties containers and other cargo shipments
(“Shipping Units”) to ascertain information related to the shipment
and delivery status of such Shipping Units with us, as such attorney, authorized
to do and take all action necessary and to sign all documents necessary or
convenient on the undersigned’s behalf to accomplish the foregoing. You
agree a third party may rely on this power of attorney without any need to
inquire or confirm the authority of our attorney-in-fact. This Power of
Attorney is coupled with an interest and may not be revoked.
3. The term of
this Agreement shall be for a period of twelve months from the date of the
Agreement; provided, that the Agreement shall continue thereafter so long as we
continue to perform services for you.
4. The prices for the Tracking
Services are set forth in Schedule 1.1 and will, unless otherwise agreed to in
writing by VelatrackSM and the Customer; remain fixed for the term of this
Agreement. Additionally, we may increase the fees we charge under
Schedule 1.1 upon sixty (60) days prior written notice to you.
5. Early Cancellation Penalty: If the subscription is cancelled prior to the expiration
of 12 months, customer will be charged for the remaining balance of the one-year
term or 90 days of service, whichever is less.
6. License: Client will
receive or may access and retrieve the Tracking Services only in the medium(s)
specified in Section 2 above and only for use by the Client's Authorized
Employees solely in accordance with the terms and conditions of use set forth in
the Sections 1 and 2 of the accompanying User Agreement.
This Service Agreement may be executed in two or more counterparts, which may be
facsimile counterparts, each of which shall be deemed to be an original, but all
of which shall be deemed collectively one and the same instrument.
The following terms and conditions are incorporated in and are a part of the
attached Service Agreement between VelatrackSM and the Client identified in the
1. License. VelatrackSM grants Client a non-exclusive, non-transferable,
revocable license, without the right to sublicense, to download and use Licensed
Information identified in the Service Agreement, solely and exclusively in
connection with the pursuit of Client's business by the Authorized Employees
designated in the Service Agreement, during the Term of this Agreement, subject
to the terms of this Agreement. VelatrackSM grants Client no other right or
license with respect to Licensed Information, whether by implication, estoppel,
operation of law, or otherwise. All rights not expressly granted to Client by
this Agreement are reserved to VelatrackSM or its licensors.
2. Restrictions on Use of Licensed Information. Client and its Authorized
Employees shall not: (a) directly or indirectly, allow any third party to
download or use Licensed Information; (b) disclose the substance of Licensed
Information to any third party, except that Authorized Employees may communicate
discrete data derived from Licensed Information to third parties in order to
carry out Client's business; (c) modify, reverse engineer, disassemble, or
decompile any software programs associated with Licensed Information; (d) store
or transmit Licensed Information in or to any web site, newsgroup, mailing list,
or electronic bulletin board, or regularly or systematically store Licensed
Information in electronic or print form, without the prior written consent of
VelatrackSM. Any breach of these restrictions may result in immediate
termination of this Agreement and liability for damages.
3. Ownership and Confidentiality of Licensed Information. Client
acknowledges that VelatrackSM owns all right, title and interest in and to
Licensed Information and all associated software and other materials. Client
agrees that it shall not remove, obscure, or modify any copyright, trademark, or
other form of proprietary notice or indicia of origin on Licensed Information,
or use VelatrackSM trademarks or other form of proprietary notice or indicia of
origin absent the prior written consent of VelatrackSM. Client further
acknowledges that Licensed Information contain valuable trade secrets and
confidential information of VelatrackSM and its licensors, and Client agrees to
take all reasonable measures to maintain the confidentiality of Licensed
Information and to ensure that it is not downloaded, used, or disclosed by or to
4. Injunctive Relief. Client acknowledges that any unauthorized use,
disclosure, or transfer of Licensed Information may diminish substantially the
value of such Information and cause VelatrackSM irreparable harm. Therefore,
Client agrees that VelatrackSM shall be entitled to injunctive or other
equitable relief, without any requirement to post an injunction or surety bond,
in addition to all available legal remedies, arising from or related to any
breach of the obligations of Client or its Authorized Employees of the
provisions of Sections 1 through 3.
5. Payment of Subscription Fee and Taxes. VelatrackSM will issue monthly
invoices in U.S. dollars to Client for the Subscription Fee(s) set forth in the
Subscription Agreement, plus payment of all applicable sales and other taxes
which may be levied or assessed based on Client's payment for, or use of,
Licensed Information, and any other amounts that may be due and payable under
this Agreement. Client shall pay each invoice within thirty (15) days of the
date of the invoice. All payments are non-refundable.
6. Disclaimer of Warranties. Client expressly acknowledges that Licensed
Information and associated data are derived from third-party sources, such as
ship manifests and other documents submitted to the United States Customs
Service by shippers, freight forwarders, and consignees, over which VelatrackSM
has no control, and that VelatrackSM has not made, and does not make, any
representations whatsoever as to the accuracy, completeness, reliability, or
timeliness of Licensed Information. VelatrackSM accordingly makes no warranties
with respect to Licensed Information or associated software, and DISCLAIMS ALL
EXPRESS OR IMPLIED WARRANTIES OF MERCHATABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR TITLE OF LICENSED INFORMATION.
8. Limitation of Liability.
8.1 Direct Damages. OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS
RELATING TO OR ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT
ACTUALLY PAID BY YOU FOR SERVICES UNDER THIS AGREEMENT FOR THE PRIOR TWELVE
8.2 Consequential Damages. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE
TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES, HOWEVER
CAUSED AND WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL
THEORY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DAMAGES
EXCLUDED BY THIS SECTION SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST
PROFITS, LOSS OF DATA, AND COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES. THE
LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING
ANY HOLDING BY ANY COURT THAT ANY OF THE LIMITED REMEDIES SET FORTH IN THIS
AGREEMENT MAY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
9. Force Majeure. VelatrackSM, Inc., shall not be deemed to be in default
for any delay or failure in performance or interruption of the delivery of
Licensed Information resulting directly or indirectly from any cause or
circumstance beyond its reasonable control, including but not limited to failure
of electronic or mechanical equipment or communication lines, telephone or other
interconnect problems, computer viruses, unauthorized access, theft, operator
errors, severe weather, earthquakes, or natural disasters, strikes or other
labor problems, wars, or governmental restrictions.
10. Unauthorized Use. Client agrees to immediately notify VelatrackSM,
Inc., if it becomes aware of any unauthorized use of Licensed Information or any
11. Entire Agreement and Amendment. This User Agreement and the attached
Subscription Agreement constitute the entire and complete understanding of the
parties and supersede all prior communications, representations, understandings,
and agreements, whether oral or written, by or between the parties. This
Agreement may only be amended or modified by written instrument executed by both
12. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Oregon, without giving effect to any
choice of law or conflicting provision or rule (whether of the State of Oregon
or any other jurisdiction) that would cause the laws of any jurisdiction other
than the State of Oregon to apply.
13. Arbitration. Any controversy, claim or dispute arising out of or
related to this Agreement, other than a lawsuit for moneys owing hereunder the
amount of which is not contested by Customer, will be settled by the Arbitration
Services of Portland (or any successor thereto) pursuant to its commercial
arbitration rules in [Portland,] Oregon before a single arbitrator agreed upon
by the parties. If the parties are unable to agree upon a single arbitrator or
the amount in controversy exceeds $1000.00, the arbitration will be conducted by
a panel of three arbitrators, with each party selecting one arbitrator and the
two selected arbitrators selecting a third. The parties will keep all facts and
other information relating to the arbitration confidential to the fullest extent
permitted by law. Any party may, without inconsistency with this
Section 14.15, seek from a court any interim or provisional relief that may
be necessary to protect the rights or property of that party pending the
selection of the arbitrator(s) or the determination of the merits of the
controversy, claim or dispute.
14. Attorney’s Fees. In the event of any arbitration or litigation
arising out of or in any way related to any provision set forth in this
Agreement, including (without limitation) any proceeding brought under the
United States Bankruptcy Code, the prevailing party will be entitled to recover
from the losing party, in addition to any other relief awarded, its reasonable
attorney’s fees, costs and expenses incurred at arbitration, at trial, on
appeal and on petition for review.