DDC Sync Terms of Use

DDC Freight Process Outsourcing LLC
DDC Sync™ Terms of Use

Welcome to the DDC Sync software system (the “DDC Sync Platform”), an online platform owned and/or licensed and operated by DDC Freight Process Outsourcing LLC (“DDC FPO”) for accessing, analyzing, visualizing, storing, managing, receiving and distributing market analysis and research services relating to geographic areas (collectively, “Data”) that may integrate directly with DDC FPO’s other service offerings. These Terms of Use (“Terms”) govern your access and use of the DDC Sync, as well as our websites, services and other applications (collectively, the “DDC Sync System”). Your access to and use of the DDC Sync System is conditioned upon your acceptance of these Terms. These Terms apply to all users, clients, and others who access or use the DDC Sync System.

By accessing or using the DDC Sync System, you agree to be bound by these Terms. If you are using the DDC Sync System on behalf of an entity or organization (“Organization”), then you are agreeing to these Terms of Use individually and on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to you and that Organization.

YOUR DDC SYNC PLATFORM ACCOUNT
To create or use a DDC Sync System account, you must be over 18 years of age. You must provide us true, accurate, current and complete information about yourself when you create your DDC Sync System account. If the information you provide is untrue, inaccurate, incomplete or outdated, or we have reasonable grounds to suspect it is, and/or we believe you are a competitor (or are acting on behalf of a competitor to DDC FPO or its affiliates or otherwise attempting to access information of DDC FPO or DDC Sync for reasons other than its intended uses), we reserve the right to suspend or terminate your access to and/or use of the DDC Sync System.

ACCOUNT SECURITY
You are responsible for safeguarding the password that you use to access the DDC Sync System and for any activities or actions under your password, whether your password is with the DDC Sync System or a third-party service. You agree you will not disclose your password to any third party. DDC FPO cannot and will not be liable for any loss or damage arising from your failure to comply with these security requirements. You must notify DDC FPO immediately upon becoming aware of any breach of security or unauthorized use of your DDC Sync Platform account.

USER CONDUCT
You are expressly prohibited from using the DDC Sync System to post or transmit any infringing, threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, regardless of whether that post or transmission is solely within your Organization or publicly disclosed. DDC FPO will cooperate fully with all law enforcement authorities and court orders requesting or directing that DDC FPO disclose the identity if known of any user posing the aforementioned prohibited materials on the DDC Sync System.

You understand and agree that upload and download of any User Content or DDC FPO Content (each as defined below), as the case may be, through the DDC Sync System are done at your own discretion and risk. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the DDC Sync System and User Content, including copyright laws. We reserve the right to immediately suspend or terminate your account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the use of the DDC Sync System.

PRIVACY POLICY
DDC FPO cares about the privacy of our Users. We collect, use and share personally identifiable information and non-personally identifiable information as described in our Privacy Policy available at www.ddcfpo.com/ddc-sync/privacy-policy (the “Privacy Policy”).

USER CONTENT
DDC FPO does not claim ownership of any data, text, files, information, usernames, images, graphics, profiles, works of authorship, applications, links and other content or materials (collectively, “User Content”) that you post on or through the DDC Sync System. You hereby grant to DDC FPO a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, copy, store, modify, distribute, publish, and process the User Content that you provide through the DDC Sync System for any purposes whatsoever. Except as otherwise described in the Privacy Policy, or as provided in any agreement between DDC FPO and your Organization, as between you and DDC FPO, any User Content will be non-confidential and non-proprietary, and we will not be liable for any use or disclosure of User Content. You acknowledge and agree that your relationship with DDC FPO through the DDC Sync System is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not place DDC FPO in a position that is any different from the position held by members of the general public, including with regard to User Content. No User Content will be subject to any obligation of confidence on the part of DDC FPO, and DDC FPO will not be liable for any use or disclosure of any User Content you provide.

You represent and warrant that: (i) you own the User Content posted by you on or through the DDC Sync System or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of User Content on or through the DDC Sync System does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you post on or through the DDC Sync System; (iv) the User Content will not interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or create an undue burden on the DDC Sync System; and (v) you have the legal right and capacity to enter into these Terms in your jurisdiction.

While DDC FPO does not and cannot review all User Content provided to it, and is not responsible for such User Content, DDC FPO reserves the right to delete, edit or rearrange User Content that it, in its sole discretion, deems objectionable, in violation of copyright or trademark laws or otherwise unacceptable. You understand and agree that DDC FPO cannot and will not be responsible for the User Content posted on the Service and you use the DDC Sync System at your own risk.

LICENSE
DDC FPO grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the DDC Sync System solely in accordance with these Terms. This license is for the sole purpose of enabling you to use and enjoy the benefit of the DDC Sync System as provided by DDC FPO, in the manner permitted by these Terms.

DDC FPO CONTENT AND INTELLECTUAL PROPERTY
All right, title, and interest in and to the DDC Sync System including all of the wallpaper, icons, characters, artwork, images, graphics, music, text, software and other content of the DDC Sync System (the “DDC FPO Content”), and all HTML, CGI and other code and scripts in any format used to implement the DDC Sync System (the “Code”) are and will remain the exclusive property of DDC FPO and its licensors. The DDC Sync System is patent pending. Except as set forth above, you may not copy, modify, upload, download, transmit, re-publish, display for redistribution to third parties for commercial purposes, or otherwise distribute any Code or DDC FPO Content without the express prior written agreement of DDC FPO. You may not use the DDC FPO Content or Code for any purpose other than those set forth above. All names, logos and trademarks that appear in the DDC Sync System are the property of DDC FPO or are used by DDC FPO with the permission of their owners. You may not use any of the foregoing for any purpose without the prior express written permission of DDC FPO. Your failure to comply with the Terms will constitute breach of contract and will violate DDC FPO's copyright, trademark and other proprietary and intellectual property rights. DDC FPO reserves the right to enforce its intellectual property rights to the fullest extent of the law, including but not limited to seeking remedies under civil or criminal law for such violations.

TERMS AND TERMINATION
These Terms will continue to apply to you until terminated by either you or DDC FPO. DDC FPO may terminate these Terms or suspend your access to the DDC Sync System at any time, including in the event of your actual or suspected unauthorized use of the DDC Sync System or non-compliance with these Terms and upon termination of any agreement between you, DDC FPO and/or your Organization. Upon termination, any User Content you have stored on the DDC Sync System may no longer be retrieved. If you or DDC FPO terminate the Terms, or if DDC FPO suspends your access to the DDC Sync System, you agree that DDC FPO shall have no liability or responsibility to you and DDC FPO will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.

NO AGENCY; THIRD PARTY BENEFICIARY
Nothing in these Terms is intended to, or should be construed to create a partnership, agency, joint venture, or employment relationship between DDC FPO and you. Nothing expressed or mentioned in or implied from these Terms are intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of DDC FPO, you, and relying buyers or sellers.

THIRD-PARTY SERVICES
The DDC Sync System may provide links to third-party sites or provide content from third party sites that are not owned or controlled by DDC FPO. These Terms do not apply to any third party websites or their practices. It is your responsibility to become familiar with each third party site’s privacy and other policies and Terms, and to contact that site’s webmaster or site administrator with any concerns. You agree that DDC FPO is not responsible for any loss or damage in your dealings with such third-party sites.

EXPORT CONTROL
You may not export the DDC Sync System directly or indirectly, and you acknowledge that the DDC Sync System may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).

INDEMNITY
You agree to indemnify, defend, and hold DDC FPO and its licensees, licensors, and third party service providers (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all losses, liabilities, damages, claims, costs, losses, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising from your use of and access to the Service, including any data, User Content or DDC FPO Content transmitted or received by you, any other party’s access or use of the Service with your username and password, or your violation of these Terms, any other agreement between DDC FPO and you and/or your Organization (each, an “Agreement”), or applicable law, rule or regulation.

NO WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN ANY AGREEMENT AMONGST DDC FPO AND THE ORGANIZATION, THE DDC SYNC SYSTEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE DDC SYNC SYSTEM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DDC SYNC SYSTEM ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DDC FPO AND ITS LICENSORS AND OTHER THIRD-PARTY SUPPLIERS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE DDC SYNC SYSTEM WILL MEET YOUR REQUIREMENTS; THAT THE DDC SYNC SYSTEM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE DDC SYNC SYSTEM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY AND DAMAGES
EXCEPT AS EXPRESSLY PROVIDED IN ANY AGREEMENT AMONGST DDC FPO AND THE ORGANIZATION, IN NO EVENT SHALL DDC FPO OR ITS LICENSORS OR OTHER THIRD-PARTY SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR CHARACTER (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR INFORMATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT CLIENT, ANY CLIENT OF CLIENT, OR OTHER PARTY SUFFERS OR INCURS ARISING OUT OF ANY ACTS OR OMISSIONS OF DDC FPO OR ITS LICENSORS OR OTHER THIRD-PARTY SUPPLIERS IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED HEREUNDER, REGARDLESS OF THE CAUSE OF THE LOSS, DAMAGE OR INJURY AND REGARDLESS OF THE NATURE OF THE LEGAL RIGHT CLAIMED TO HAVE BEEN VIOLATED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THE DDC SYNC SYSTEM, REGARDLESS OF THE FORM OF ACTION. NEITHER DDC FPO NOR ANY OF ITS LICENSORS OR OTHER THIRD-PARTY SUPPLIERS MAKE ANY ASSERTION, WARRANTY OR GUARANTY WITH REGARD TO RESULTS OR OTHER OUTCOMES FROM THE DDC SYNC SYSTEM OR OTHER SERVICES IN ANY MANNER WHATSOEVER. THE CUMULATIVE LIABILITY OF DDC FPO TO USERS AND ANY OTHER PARTY FOR ANY CLAIMS RELATING TO OR ARISING UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES ACTUALLY PAID TO DDC FPO WITHIN THE CALENDAR QUARTER IMMEDIATELY PRECEDING THE ACT OR OMISSION CLAIMED. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF AN EXCLUSIVE REMEDY.

FORCE MAJEURE
No party shall be liable for any default or delay in the performance of its obligations under these Terms if and to the extent such default or delay is caused directly or indirectly by a force majeure event. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.

GOVERNING LAW
These Terms shall be governed by Colorado law, without regard to its choice of law or conflicts of law.

DISPUTES AND ARBITRATION
In the unlikely event that DDC FPO has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any DDC FPO claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in the city of Atlanta, Georgia under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing DDC FPO from seeking injunctive or other equitable relief from the courts as necessary to protect any of DDC FPO’s proprietary interests. The timeline for disputes, unless otherwise required by applicable law, must be commenced within one year after the cause of action accrues. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DDC FPO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

ENTIRE AGREEMENT
These Terms with any amendments and any additional agreements you may enter into with DDC FPO constitute the entire agreement between the parties with respect to the DDC Sync System and supersede any previous agreements and understandings. In the event of a conflict between these Terms and the applicable Agreement, the Agreement shall prevail, except that the Right to Amend section below shall prevail regardless of conflict. In the event of a conflict between these Terms and any other DDC FPO policy, these Terms shall prevail.

RIGHT TO AMEND
DDC FPO reserves the right to amend these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the DDC Sync System, with notice that we deem, in our sole discretion, to be reasonable according to the circumstances. Notice may include notice on our website at alexanderbabbage.com. Failure to notify you of revisions shall not modify or change the effectiveness of those revisions. Any use of the DDC Sync System after publication of any such change shall constitute your acceptance of these Terms as modified.

SEVERABILITY
The parties intend every provision of these Terms to be severable. If any part of these Terms is not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good faith modify or substitute a provision consistent with their original intent. If any remedy fails of its essential purpose, then all other provisions, including the limitations on liability and exclusion of damages, will remain fully effective.

NOTICES
Any notices or demands shall be in writing and shall be made by registered or certified mail, addressed, as follows: