Terms and Conditions
Definitions and Interpretation
2. Acceptance of Terms
By accessing or using the CargoEZ platform, subscribing to our Services, or clicking "I Accept" during registration, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms.
If you do not agree to these Terms and Conditions, you may not access or use the Services.
3. Grant of License and Access Rights
3.1 License Grant
Subject to Customer's compliance with this Agreement and payment of applicable Subscription Fees, CargoEZ grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business operations related to freight forwarding, logistics management, and supply chain activities.
3.2 Scope of Use
The Services may be accessed by the number of Authorized Users specified in the Order Form. Customer shall:
Use the Services only for lawful business purposes in accordance with this Agreement and applicable laws
Maintain the confidentiality of login credentials and account information
Notify CargoEZ immediately of any unauthorized access or security breach
Ensure that Authorized Users comply with this Agreement
Not exceed the authorized number of users or usage limits specified in the Order Form
3.3 Restrictions
Customer shall not, and shall not permit any third party to:
Copy, modify, adapt, translate, or create derivative works of the Services
Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Services
Rent, lease, sell, sublicense, distribute, or transfer rights to the Services
Remove, alter, or obscure any proprietary notices on the Services
Use the Services to develop a competing product or service
Access the Services to build a similar or competitive product
Use the Services for any illegal, unauthorized, or fraudulent purpose
Transmit any viruses, malware, or harmful code through the Services
Attempt to gain unauthorized access to any systems or networks connected to the Services
Use automated scripts or bots to extract data without express written permission
4. Subscription Term, Renewal, and Termination
4.1 Initial Term
The initial Subscription Term shall commence on the start date specified in the Order Form and continue for the period set forth therein (monthly, quarterly, or annual subscription).
4.2 Automatic Renewal
Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current Subscription Term, the subscription shall automatically renew for successive periods equal in length to the initial Subscription Term, at the then-current pricing.
4.3 Termination for Convenience
Either party may terminate this Agreement at the end of the current Subscription Term by providing written notice in accordance with Section 4.2. Customer shall remain responsible for all fees through the end of the then-current Subscription Term.
4.4 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if:
The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice
The other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings
CargoEZ may suspend or terminate Customer's access immediately if Customer:
Fails to pay fees when due and does not cure within ten (10) days of notice
Violates the acceptable use restrictions in Section 3.3
Engages in fraudulent or illegal activities using the Services
Poses a security risk to the Services or other customers
4.5 Effect of Termination
Upon termination or expiration of this Agreement:
Customer's access to the Services will be disabled
All outstanding fees become immediately due and payable
Customer shall cease all use of the Services and delete any locally stored copies
CargoEZ will retain Customer Data for thirty (30) days to allow retrieval, after which it may be permanently deleted
Sections relating to confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution shall survive termination
5. Fees, Payment Terms, and Billing
5.1 Subscription Fees
Customer shall pay the subscription fees specified in the Order Form. Fees are based on the subscription tier, number of Authorized Users, and any additional features or modules selected.
5.2 Payment Terms
Invoices will be issued in advance for each billing period (monthly, quarterly, or annually as selected)
Payment is due within five (5) days of the invoice date unless otherwise specified
Accepted payment methods include bank transfer, credit card, and other electronic payment methods as specified by CargoEZ
All fees are exclusive of applicable taxes, duties, and government charges, which are Customer's responsibility
5.3 Late Payment
Late payments shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. CargoEZ reserves the right to suspend Services if payment is more than ten (10) days overdue until all outstanding amounts are paid.
5.4 Price Changes
CargoEZ may adjust subscription fees for renewal terms by providing Customer with at least three (3) months' advance written notice. If Customer does not agree to the price increase, Customer may terminate the subscription at the end of the current Subscription Term by providing notice as specified in Section 4.3.
5.5 No Refunds
Subscription fees are non-refundable except as expressly provided in this Agreement or required by applicable law. No refunds will be provided for partial months or years, or for unused portions of the Services.
5.6 Taxes
Customer is responsible for all sales, use, GST, VAT, and other taxes (excluding taxes based on CargoEZ's net income). If CargoEZ is required to collect or pay such taxes, they will be invoiced to Customer.
6. Service Level Agreement and Availability
6.1 Service Availability
CargoEZ commits to providing 95% uptime for the Services on a monthly basis, calculated as follows:
Uptime Percentage
=
Total Minutes in Month-Downtime Minutes
Total Minutes in Month
X100
6.2 Scheduled Maintenance
Scheduled maintenance will be performed during announced maintenance windows and does not count against the uptime commitment. CargoEZ will provide at least forty-eight (48) hours' advance notice for scheduled maintenance, except for emergency maintenance.
6.3 Service Credits
If CargoEZ fails to meet the 95% uptime commitment in any calendar month, Customer may be eligible for service credits according to the following schedule:
90% - 95%
2% of monthly fee
85.0% - 89.99%
5% of monthly fee
80.0% - 84.99%
8% of monthly fee
Below 80.0%
10% of monthly fee
Table 1: Service credit schedule based on uptime performance
Service credits must be requested within thirty (30) days of the end of the month in which the downtime occurred and represent Customer's sole remedy for service availability failures.
6.4 Exclusions
The uptime commitment does not apply to unavailability caused by:
Customer's internet connectivity or equipment
Third-party services or networks beyond CargoEZ's control
Customer's misuse of the Services or violation of this Agreement
Force majeure events as defined in Section 14.9
Suspension of Services due to non-payment or breach
7. Customer Data and Privacy
7.1 Customer Data Ownership
Customer retains all right, title, and interest in and to Customer Data. Customer grants CargoEZ a limited license to use, store, process, and transmit Customer Data solely as necessary to provide the Services and fulfill CargoEZ's obligations under this Agreement.
7.2 Data Protection and Security
CargoEZ implements and maintains appropriate technical and organizational security measures to protect Customer Data against unauthorized access, loss, destruction, or alteration. These measures include:Customer's internet connectivity or equipment
Data encryption in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent)
Regular security assessments and vulnerability testing
Access controls and authentication mechanisms
Employee security training and confidentiality obligations
Regular data backups and disaster recovery procedures
7.3 Data Processing and Compliance
CargoEZ processes Customer Data in accordance with applicable data protection laws and regulations. Customer is responsible for ensuring that its use of the Services and provision of Customer Data complies with all applicable privacy laws, including obtaining necessary consents from data subjects.
7.4 Data Location
Customer Data is stored on secure servers located in US unless otherwise specified in the Order Form. CargoEZ may transfer or process Customer Data in other jurisdictions as necessary to provide the Services, provided that adequate data protection safeguards are in place.
7.5 Data Retention and Deletion
CargoEZ retains Customer Data during the Subscription Term and for three (3) months following termination. Customer may request data export during this period. After the retention period, CargoEZ will delete or anonymize Customer Data unless retention is required by law.
7.6 Data Portability
Customer may export Customer Data in standard formats (CSV, Excel, JSON, or XML) at any time during the Subscription Term through the Services interface or by requesting assistance from CargoEZ support as a paid service.
7.7 Privacy Policy
CargoEZ's collection and use of personal information is governed by our Privacy Policy, available at cargoez.com/privacy-policy, which is incorporated into this Agreement by reference.
8. Intellectual Property Rights
8.1 CargoEZ Intellectual Property
CargoEZ and its licensors retain all right, title, and interest in and to the Services, including all software, technology, designs, algorithms, user interfaces, trademarks, logos, and related documentation. This Agreement does not grant Customer any intellectual property rights in the Services except the limited access rights expressly stated in Section 3.1.
8.2 Customer Intellectual Property
Customer retains all intellectual property rights in Customer Data and any pre-existing materials Customer provides or makes available through the Services.
8.3 Feedback and Suggestions
If Customer provides CargoEZ with any feedback, suggestions, or recommendations regarding the Services ("Feedback"), CargoEZ may use such Feedback without obligation or compensation to Customer. Customer hereby assigns to CargoEZ all rights in such Feedback.
8.4 Trademark Usage
Neither party may use the other party's trademarks, logos, or trade names without prior written consent, except that Customer may identify itself as a CargoEZ customer in its marketing materials.
9. Confidentiality
9.1 Definition of Confidential Information
"Confidential Information" includes all non-public information disclosed by one party to the other, whether orally, in writing, or by any other means, that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. This includes business plans, technical information, customer lists, pricing, and security measures.
9.2 Obligations
Each party agrees to:
Maintain the confidentiality of the other party's Confidential Information
Use Confidential Information only for purposes of performing under this Agreement
Limit disclosure to employees and contractors who need to know and who are bound by confidentiality obligations
Protect Confidential Information using at least the same degree of care used for its own confidential information, but no less than reasonable care
9.3 Exceptions
Confidential Information does not include information that:
Was publicly known at the time of disclosure or becomes publicly known through no breach of this Agreement
Was rightfully known to the receiving party prior to disclosure
Is independently developed by the receiving party without use of the disclosing party's Confidential Information
Is rightfully obtained from a third party without breach of confidentiality obligations
Must be disclosed pursuant to law, regulation, or court order (with prompt notice to the disclosing party)
9.4 Duration
The confidentiality obligations shall survive termination of this Agreement and continue for a period of three (3) years from the date of disclosure.
10. Warranties and Disclaimers
10.1 CargoEZ Warranties
CargoEZ warrants that:
The Services will perform materially in accordance with the Documentation
CargoEZ has the right and authority to grant the licenses contemplated by this Agreement
The Services will not infringe upon or misappropriate any third-party intellectual property rights
CargoEZ will comply with applicable laws in providing the Services
Customer's exclusive remedy for breach of these warranties is for CargoEZ to use commercially reasonable efforts to correct the non-conforming Services or, if CargoEZ cannot do so, either party may terminate the Agreement and CargoEZ will refund the prorated portion of prepaid fees for the terminated portion of the Subscription Term.
10.2 Customer Warranties
Customer warrants that:
Customer has the right and authority to enter into this Agreement
Customer Data does not violate any third-party rights or applicable laws
Customer will use the Services in compliance with this Agreement and applicable laws
Customer has obtained all necessary consents and permissions for providing Customer Data to CargoEZ
10.3 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARGOEZ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
CARGOEZ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT NO INTERNET-BASED SERVICE CAN BE COMPLETELY SECURE AND THAT CARGOEZ IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS RESULTING FROM CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL.
11. Limitation of Liability
11.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap on Liability
EXCEPT FOR LIABILITIES ARISING FROM (A) BREACH OF CONFIDENTIALITY OBLIGATIONS, (B) VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, (C) INDEMNIFICATION OBLIGATIONS, OR (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO CARGOEZ DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11.3 Essential Basis of Bargain
Customer acknowledges that the limitations of liability in this Section 11 are essential elements of the bargain between the parties and that CargoEZ would not provide the Services without these limitations.
11.4 Limitations on Actions
No action arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action accrued.
12. Indemnification
12.1 CargoEZ Indemnification
CargoEZ shall defend, indemnify, and hold harmless Customer from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from third-party claims that the Services infringe or misappropriate such third party's intellectual property rights, provided that Customer:
Promptly notifies CargoEZ in writing of the claim
Grants CargoEZ sole control of the defense and settlement
Provides reasonable cooperation in the defense at CargoEZ's expense
If the Services are, or in CargoEZ's opinion are likely to be, subject to an infringement claim, CargoEZ may at its option:
Procure the right for Customer to continue using the Services
Replace or modify the Services to make them non-infringing
Terminate the Agreement and refund prepaid fees for the unused portion
This indemnification does not apply to claims arising from: (a) modifications to the Services not made by CargoEZ; (b) Customer's combination of the Services with third-party products or services; (c) Customer's failure to use updates that would have avoided the infringement; or (d) Customer Data.
12.2 Customer Indemnification
Customer shall defend, indemnify, and hold harmless CargoEZ from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:
Customer Data or Customer's provision of Customer Data to CargoEZ
Customer's use of the Services in violation of this Agreement or applicable laws
Customer's violation of third-party rights, including intellectual property, privacy, or data protection rights
Actions or omissions of Authorized Users
12.3 Indemnification Process
The indemnified party shall:
Promptly notify the indemnifying party of the claim
Grant the indemnifying party control of defense and settlement (provided settlement does not admit liability or require action by the indemnified party)
Provide reasonable cooperation at the indemnifying party's expense
13. Support and Updates
13.1 Customer Support
CargoEZ provides customer support via email at support@cargoez.com and through the in-platform support ticket system. Support is available during business hours (Monday-Friday, 9:00 AM - 6:00 PM respective region of service, excluding public holidays in respective regions).
Support response times by priority level:
Critical
System down or major functionality unavailable
4 hours
High
Significant impact on operations
8 hours
Medium
Moderate impact, workaround available
48 hours
Low
Minor issue or general inquiry
60 hours
Table 2: Support response time commitments
13.2 Software Updates
CargoEZ regularly updates the Services with enhancements, new features, bug fixes, and security patches. Updates are deployed automatically without requiring Customer action. CargoEZ will provide reasonable advance notice of significant changes that materially affect functionality.
13.3 Backward Compatibility
While CargoEZ strives to maintain backward compatibility, some updates may require changes to Customer's integration or workflows. CargoEZ will provide advance notice and migration assistance for such breaking changes.
14. General Provisions
14.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Santa Clara, California US, without regard to its conflict of laws principles.
14.2 Jurisdiction and Venue
Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Santa Clara, California, USA. Both parties consent to the personal jurisdiction of such courts.
14.3 Dispute Resolution
Before initiating any formal legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiation for a period of thirty (30) days. If negotiation fails, either party may pursue legal remedies.
14.4 Entire Agreement
This Agreement, together with the Order Form, Service Level Agreement, Privacy Policy, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, or understandings regarding the subject matter hereof.
14.5 Amendments
CargoEZ may modify this Agreement from time to time by posting the updated terms at cargoez.com/terms or by providing notice to Customer. Continued use of the Services after notice of changes constitutes acceptance. Material changes will be notified at least thirty (30) days in advance. If Customer does not agree to changes, Customer may terminate the Agreement in accordance with Section 4.3.
14.6 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
14.7 Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought. No waiver of any breach shall constitute a waiver of any other breach or of the provision itself.
14.8 Assignment
Customer may not assign or transfer this Agreement, in whole or in part, without CargoEZ's prior written consent. CargoEZ may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.
14.9 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet service provider failures, or power outages.
14.10 Independent Contractors
The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, employment, or franchise relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.
14.11 Export Compliance
Customer shall comply with all applicable export and import control laws and regulations in using the Services. Customer represents that it is not located in, or a national of, any country subject to trade embargo or sanctions, and is not listed on any government restricted parties list.
14.12 Notices
All notices under this Agreement shall be in writing and delivered via email or certified mail to the addresses specified in the Order Form or as updated by either party. Notices shall be deemed given when received.
For CargoEZ: legal@cargoez.comFor Customer: Email address provided during registration
14.13 Third-Party Services
The Services may integrate with or contain links to third-party services or applications. CargoEZ is not responsible for the availability, content, privacy practices, or performance of third-party services. Customer's use of third-party services is governed by their respective terms and conditions.
14.14 Publicity
CargoEZ may identify Customer as a customer of the Services in CargoEZ's marketing materials, customer lists, and promotional communications, unless Customer objects in writing.
14.15 Survival
Sections 5 (Fees), 7 (Customer Data - retention provisions), 8 (Intellectual Property), 9 (Confidentiality), 10.3 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 14 (General Provisions) shall survive termination or expiration of this Agreement.
15. Acceptable Use Policy
Customer agrees not to use the Services to:
Violate any applicable laws, regulations, or third-party rights
Transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable content
Impersonate any person or entity or misrepresent affiliation with any person or entity
Interfere with or disrupt the integrity or performance of the Services or third-party systems
Attempt to gain unauthorized access to the Services or related systems or networks
Transmit any viruses, worms, malware, or other harmful code
Engage in data mining, scraping, or automated data collection without express written permission
Use the Services for any fraudulent or illegal activities
Overload or attempt to overload CargoEZ's infrastructure
Remove, circumvent, or tamper with any security measures or technological protection measures
Violation of this Acceptable Use Policy may result in immediate suspension or termination of access to the Services.
16. Data Breach Notification
In the event CargoEZ becomes aware of a security breach that results in unauthorized access to or disclosure of Customer Data, CargoEZ shall:
Notify Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware of the breach
Provide reasonable information about the nature and extent of the breach
Take prompt action to investigate and remediate the breach
Cooperate with Customer in meeting any breach notification obligations Customer may have under applicable laws
17. Contact Information
For questions, concerns, or notices regarding these Terms and Conditions, please contact:
CargoEZ Support and Legal Department
Email: legal@cargoez.com
Support: support@cargoez.com
Website: www.cargoez.com
Phone: +1 (408) 715-4600
Address: 1817 Houret Court, Milpitas,California, 95035
18. Acknowledgment
BY ACCESSING OR USING THE CARGOEZ SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER FURTHER ACKNOWLEDGES THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CARGOEZ AND CUSTOMER AND SUPERSEDES ALL PRIOR PROPOSALS, UNDERSTANDINGS, AND COMMUNICATIONS.