Before using the whole or any part of the Service (as defined below), please read the following terms and conditions which govern use of the Service. By using the Service or any portion thereof, you agree to these terms and conditions of use. If you do not agree, please do not use the Service or any part thereof. The Service is intended for use by businesses for business purposes and is not intended to be used by individuals for personal, family or household purposes.
IQAX LICENSE AGREEMENT AND TERMS OF USE
ARTICLE 1
THE SERVICE
Section 1.01. The Service.
The “Service” consists of various services and information provided by IQAX Limited (“IQAX”) including, without limitation, the services and information provided on and/or in connection with:
(i) the IQAX web sites operating under the domain names www.iqax.com, and such other domain names which IQAX may register and/or make available to you from time to time (“IQAX Web Sites”); and
(ii) Applications or any other network communications infrastructure or any software or other functions made available to you by IQAX or its third party service providers (all together, with the IQAX Web Sites, the “IQAX Platform”),
and includes all Content and the structuring, processing, translating and generating of such Content.
References to the “Service” are to the Service as a whole or any part thereof, as the context may require.
“Content” means all and any Data (including, without limitation, any e-mail notifications and Worksheets (and documents generated thereby) made available to you by IQAX as may be Posted to or otherwise accessible on or through the IQAX Platform.
“Data” means programs, text, messages, software, sound, pictures, video, graphics, any products or materials and any information in whatever form.
“Post” means, with respect to any data, the act of uploading, downloading, posting, exchanging, transmitting, transferring, generating, communicating or including, whether via the IQAX Platform or any application, e-mail, API, EDI, SMS, or any other interface or means, electronic and non-electronic.
“User” means any person who accesses or uses the Service.
Singular words shall connote the plural as well as the singular, and plural words shall connote the singular.
You agree that there are no standards of performance for the Service except those that are expressly set forth in this Agreement.
Section 1.02. Your Eligibility.
As a condition for your use of the Service, you undertake, represent and warrant that:
(a) you have the legal and other requisite authority to enter into this Agreement with valid and binding effect on you and/or any entity you represent and on behalf of which you are entering into this Agreement; and
(b) you will only use the Service in compliance with this Agreement.
Section 1.03. Changes to the Service and Additional Terms.
(a) You acknowledge and agree that nothing in this Agreement constitutes an undertaking by IQAX to continue providing the Service, or any aspect of the Service. IQAX may, in its sole discretion and without specific notice to you, make additions to, change, modify, discontinue, delete or suspend the Service or any aspect thereof, including access to the Service or any Content item. Use of the Service after any change to it shall be deemed to constitute full acceptance of the Service as changed.
(b) This Agreement governs your use of the Service provided by IQAX. Specific additional terms and conditions may apply to you and your use of certain portions of the Service and other items provided to you via or in connection with the Service, including, without limitation, the terms contained in the agreements for the Service (if applicable) (singly and collectively, the “Service Agreements”). Nothing contained in any such Service Agreements shall be construed as to reduce or limit your obligations contained in this Agreement. In addition to the terms contained in this Agreement and the Service Agreements are the terms contained within the Privacy and Security Statement which can be viewed by accessing the "Privacy and Security Statement" link on the IQAX Web Site. The Privacy and Security Statement is incorporated into this Agreement as if fully set forth herein. Such additional terms are deemed to be set out in full in this Agreement together with any other specific terms, guidelines and rules Posted to the IQAX Web Sites from time to time and all are incorporated herein as such.
Section 1.04. Variations of this Agreement.
IQAX may at any time and in its sole discretion vary this Agreement (including, without limitation, changes to or the imposition of fees for use of the Service or any portion thereof) by publishing the amended terms and conditions on the IQAX Web Sites together with a notice that this Agreement has been updated or otherwise amended. You acknowledge and agree that by doing this, IQAX has provided you with sufficient notice of the variation, even where IQAX does not use additional means of notification. The amended Agreement shall be effective automatically upon being Posted to the IQAX Web Sites or on any later date specified in such notice. Your continued use of the Service will be deemed your full acceptance of this Agreement, as amended.
Section 1.05. License to Use.
(a) IQAX hereby grants to you, during the term of this Agreement and for your own internal business purposes only (which shall not include any business whose purpose is competitive with the commercial purpose or purposes or principles of IQAX), a limited, temporary, non-exclusive, non-transferable, non-sublicensable, personal and revocable license to access and use those portions of the Service applicable to your status or as a person viewing non-password protected portions of the Service upon the terms and subject to the conditions of this Agreement. IQAX reserves all rights not expressly granted by it under this Agreement. You may not sell, lease, furnish or otherwise permit or provide access to the Service or its Content to any third parties, unless permitted to do so by this Agreement (including without limitation by Section 2.01) or by IQAX in writing.
(b) Unless expressly permitted by this Agreement (including without limitation by Section 2.01) or otherwise by IQAX in writing, you may not: (1) copy (including into computer memory and central processing unit cache) or otherwise reproduce any Content; (2) except to the extent any law applicable to this Agreement prohibits such a restriction, alter, modify or adapt the Service or any Content, including but not limited to translating, reverse engineering (whether by decompiling, disassembling or otherwise) or preparing derivative works thereof; (3) lend, republish, transmit, publicly display, link to, frame or distribute in any way any Content, except that you may:
(i) display, print, copy into computer memory and download Content for your own internal business purposes as necessary to effectively use the Service (and you acknowledge that any such copies remain the property of IQAX);
(ii) share limited portions of the Content with your customers and business affiliates in a manner and to no greater extent than required in the ordinary course of the shipping business, provided that such business (both yours and those of your business affiliates) shall not include any business remotely in the nature of the Service and you do not present any shared information or data in an unfair, misleading or discriminatory manner,
provided that you do not obscure, alter, remove or delete any copyright and other applicable notices contained in such Content and you specify the source of such Content.
(c) If applicable law authorizes you to perform certain types of reverse engineering and declares unenforceable contractual restrictions that conflict with that law, then you may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law but only once you have given IQAX prior notice in writing (to be given in accordance with Section 5.13).
Section 1.06. Termination of Use and Access.
You acknowledge and agree that IQAX may, in its sole discretion, limit, suspend or terminate your use of and access to the Service or any portion thereof for any reason. Neither IQAX nor any of its Related Parties (as defined in Section 3.04) will be liable to you or to any third party for limiting, suspending or terminating your use of the Service or any portion thereof or any Losses (as defined in Section 4.01) related to the limitation, suspension or termination of such use and access.
Section 1.07. Proprietary Rights.
(a) Any and all intellectual property rights associated with Content or Data relating to the Service (“IPR’s”) are the sole property of IQAX, its Affiliates or third parties suppliers. The Content, including but not limited to the design, structure, selection, coordination, expression and arrangement of such Content is protected by copyright and database right and other laws in various countries throughout the world. Elements of the Service are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All trademarks and/or service marks that appear in and/or on the Service, whether registered or unregistered, including, without limitation, ‘IQAX’, are trademarks, service marks or trade dress (“Marks”) owned by IQAX, its Affiliates or other entities that have granted IQAX the right and license to use such Marks and may not be used or interfered with in any manner without the express written consent of IQAX. You acknowledge and agree that: (1) IQAX has certain IPR’s; (2) IQAX, its Affiliates and third party information providers, including without limitation, advertisement providers (if any), licensors and co-branders have certain proprietary rights in their respective Content including copyright, trademarks and/or service marks, whether registered or unregistered (including, without limitation the mark, “IQAX”); and (3) you are not granted any express or implied right in any such Content and the Posting of any Data (including displaying any Marks) on the Service neither constitutes a waiver of any proprietary rights nor a transfer by implication, estoppel, or otherwise of any such rights nor the grant of any license to you or any third party.
In this Agreement, an “Affiliate” means: (1) with respect to IQAX, a subsidiary of IQAX, any shareholder of IQAX, IQAX's ultimate holding company and any other subsidiary of that ultimate holding company together with IQAX's Subcontractors (as defined in Section 5.08); and (2) with respect to any other entity, a subsidiary of such entity (as defined in Section 736 of the Companies Act 1985 (as amended)) and any holding company of such entity (as defined in Section 736 of the Companies Act 1985 (as amended)), and any other subsidiary of such holding company.
(b) You warrant and agree that you will not: (1) misappropriate or otherwise misuse any Content; (2) infringe any of IQAX’s IPR’s, (3) remove or alter any copyright notices or other proprietary notices Posted on the IQAX Network, or any portion thereof; (4) remove, alter, block, circumvent or otherwise interfere with any copyright management information or any technological measure used by IQAX or other providers of Data to protect their Data; or (5) use any variations of such trademarks and/or service marks which are confusingly similar thereto.
Section 1.08. Your Grant of License to IQAX.
You hereby grant to IQAX, with respect to all Data which you may from time to time Post and documents generated thereby, a royalty-free, perpetual, irrevocable, non-exclusive, worldwide and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Data (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed.
Section 1.09. Submissions.
IQAX may collect ideas, concepts, or techniques for new services or products through your Postings of Data to the IQAX Platform or via the Service or otherwise made known to IQAX (“Comments”). If such Comments are received, you acknowledge that (a) they will not be considered confidential or proprietary, (b) IQAX is under no obligation to keep such information confidential, and (c) IQAX will have an unrestricted, irrevocable, world-wide, royalty free right to use, communicate, reproduce, publish, display, distribute and exploit such Comments in any manner it chooses.
ARTICLE 2
ADDITIONAL OBLIGATIONS
Section 2.01. Confidential Information.
You agree to treat all materials related to the Service, including its Content (including, without limitation, company names) as strictly confidential and agree not to disclose such information to any third party unless such information:
(i) becomes generally available to the public other than as a result of a disclosure by you;
(ii) was available to you on a non-confidential basis prior to its disclosure;
(iii) is required to be disclosed by law, provided that any such disclosure shall be subject to you giving advance notice to IQAX in accordance with Section 5.13 of the legal requirement to disclose and providing IQAX with a reasonable opportunity to defend against disclosure under any such legal requirement (including any steps to be taken by you that IQAX may reasonably require) and, in any event, any such disclosure shall be limited to the maximum extent permitted by law; or
(iv) is permitted to be disclosed pursuant to Section 1.05(b)(ii).
Section 2.02. No Illegal Use.
(a) You acknowledge and agree that you will not use the Service for any purpose that is unlawful or prohibited by this Agreement, and that you will not use or permit anyone else to use the Service, or any part thereof, including its Content (including, without limitation, any technical data and personal information) for any unlawful purpose. You agree to use the Service in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of IQAX, negatively reflect on the goodwill or reputation of IQAX and shall take no actions which would cause IQAX to be in violation of any laws, rulings or regulations applicable to IQAX.
(b) Certain jurisdictions control the export of products and information. You agree to comply with all such applicable restrictions and not to export or re-export any Content (including any software made available via the Service) to countries or persons prohibited under the applicable export control laws or regulations. If you access and download any Content (including any software made available via the Service), you represent that you are not in a country where such export is prohibited or are not a person or entity to which such export is prohibited. You are solely responsible for compliance with the laws of your local jurisdiction and any other applicable laws regarding the import, export, or re-export of the Content (including any software made available via the Service).
Section 2.03. Specific Conduct Rules.
Without limiting the applicability of any other obligations or limitations of your use, you agree not to:
(a) post, link, e-mail or otherwise transmit any Data to or via the IQAX Platform that is unlawful, harmful or otherwise objectionable or violates any governmental agency, local, state, national or foreign laws;
(b) post any Data to or via the IQAX Platform that does not relate to, and fall within the scope of, permitted topics and subject matter as selected and approved by IQAX from time to time and notified to you as such;
(c) disguise, alter or misrepresent any Content or the origin of such material including, by impersonating any person or entity, creating a false identity or falsely stating or otherwise misrepresenting your affiliation with a person or entity or by manipulating headers or other identifiers;
(d) post, link, e-mail or otherwise transmit any Content or Data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure/confidentiality agreements or undertakings);
(e) post, link, e-mail or otherwise transmit any Data that infringes any Marks, patents, trademarks, trade secrets, copyright or other proprietary rights of any party or rights of publicity or privacy;
(f) download, upload, post, link, e-mail or otherwise transmit any Data to or via the IQAX Platform that contains viruses, Trojan horses, worms, time bombs, cancelbots or any other harmful or deleterious programs;
(g) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(h) attempt to gain or gain unauthorized access to other computer systems through IQAX Platform or the Service or any portion thereof;
(i) interfere with another individual's or entity's use and enjoyment of the Service;
(j) use the Service to engage in any activity that could be construed to constitute unsolicited or unauthorized advertising or promotional materials;
(k) use or access the Service in any way that, in IQAX's judgment, adversely affects the performance or function of the Service or interferes with the ability of authorized parties to access the Service or any portion thereof; or
(l) post, link, e-mail or otherwise transmit any Data which is defamatory in any way or of an obscene nature; and
WITHOUT LIMITING THE APPLICABILITY OF ANY OTHER OBLIGATIONS AND IN CONSIDERATION OF YOUR REGISTRATION WITH AND/OR YOUR USE OF AND/OR ACCESS TO THE SERVICE, YOU AGREE TO:
(m) ensure that any and all Data submitted to IQAX and/or the IQAX Platform is true, accurate, current, complete and not misleading as of the time sent, and that you shall promptly update any Data so submitted and reasonably expected to be relied on by IQAX or any other Users (including those contemplated by the disclosure provisions in the Privacy and Security Statement), to keep it true, accurate, current, complete and not misleading; and
(n) comply with the acceptable use policies of all third party networks over which the Service is used and any applicable local laws, rules and regulations regarding on-line conduct.
Section 2.04. Access to the Service.
In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content and data, and/or wireless communications networks, as applicable to the parts of the Service you use, and pay any fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Service, including a computer and modem, handheld wireless device or other access device, as applicable. IQAX is not responsible for any equipment (including, without limitation, computer equipment and handheld wireless devices, and the costs thereof) or on-line or wireless service or any charges you may incur in connection with your access to or use of the Service.
ARTICLE 3
IQAX WARRANTY AND EXCLUSIVE REMEDY; DISCLAIMERS OF ALL OTHER WARRANTIES; LIMITATION OF LIABILITY; AND YOUR NOTIFICATION AND ASSUMPTION OF CERTAIN SPECIFIED RISKS
Section 3.01. Provision of Services, Exclusive Remedy.
(a) IQAX uses commercially reasonable efforts to make the Service available. In the event that the Service is not available as a result of a failure by IQAX to perform its obligations under this Agreement, IQAX will endeavor, giving due regard for the cost, time, and effect on other Users of the Service, to correct any such failure.
(b) IN THE EVENT THAT THE SERVICE OR ANY PORTION THEREOF IS NOT AVAILABLE OR IF YOU BECOME DISSATISFIED WITH THE SERVICE OR ANY PORTION THEREOF, IN ANY WAY AND FOR ANY REASON, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE SERVICE OR THE APPLICABLE PORTION THEREOF AND NOTIFY IQAX OF YOUR TERMINATION OF USE.
Section 3.02. Disclaimer of All Other Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICE AND THE DATA AND CONTENT, WHETHER SUPPLIED BY IQAX OR BY THIRD PARTIES IS PROVIDED "AS IS" AND NEITHER IQAX NOR ITS AFFILIATES GIVE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE SERVICE, AND IQAX AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM ERROR, FREEDOM FROM INTERRUPTION, FREEDOM AGAINST INTERFERENCE WITH YOUR ENJOYMENT OR FREEDOM FROM INFRINGEMENT) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SPECIFICALLY AGREE THAT IQAX AND ITS AFFILIATES GIVE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT ANY, SHIPPING, PAYMENT OR OTHER INSTRUCTIONS GIVEN VIA THE SERVICE WILL BE PROCESSED BY IQAX OR RECEIVED AND ACTED UPON BY ANY OTHER USER .
Section 3.03. Notification and Assumption of Risk.
(a) The Service may be interrupted and have errors. You acknowledge and agree that, without limitation, IQAX does not warrant that:
(i) you will be able to use the Service or that it will continue to be made available in its current or any other form at the current domain name or any other domain names;
(ii) the Service will be uninterrupted or error-free (including virus-free);
(iii) Data will be Posted to, updated, removed, edited or accessible on the IQAX Platform in a timely fashion; or that
(iv) defects will be corrected. IQAX and its Affiliates (and their Affiliates) (as defined in Section 1.07) assume no responsibility for misdelivery, delay, deletion, alteration or failure to store any of your Postings, personalized settings, requests for delivery or other requests and communication with or through the Service or in respect of any Content. By using the Service you agree that you will not rely on the Service being available, uninterrupted or error-free.
(b) Data Posted by IQAX: Content is for reference only. You acknowledge that although IQAX believes the Data Posted by IQAX to the Service to be generally reliable, any Data Posted, including but not limited to, Data relating to sailing schedules, shipment details, vessel information, rail shipment information, milestone notifications, shipment exception alerts, reports, details of rates, training materials and marketing materials on the Service or any portion thereof, may be inaccurate, incomplete or not useful for your particular purpose, and is for your reference only. If any Data includes estimates or predictions of future events or behaviour, IQAX makes no guarantee as to the occurrence of such future events or behaviour. By using the Service, you agree that you will not rely on any Content and that you will evaluate and assume all risks associated with the use of any such Content.
(c) Data Posted to the Service by Users: You acknowledge that although IQAX encourages communication between Users, IQAX is not able to ensure that Data Posted to the Service or any portion thereof by Users is accurate, current, true and/or Posted to the IQAX Platform in accordance with any and all applicable law. You also acknowledge and agree that IQAX cannot prevent people acting under false pretenses, or prevent persons lacking the requisite legal capacity and powers from using the Service. Furthermore, you acknowledge that a reference to or an appearance on the IQAX Platform is not an indication of the creditworthiness, trustworthiness or acceptability of any User. IQAX cannot and does not control whether or not the Users will, or have the ability to, complete their transaction with you. By using the Service, you agree that you must bear all risks directly and/or indirectly associated with your use of any Content, information and/or documents generated thereby, and your dealings with other Users, and IQAX and its Affiliates do not make or give any representation or warranty about the Content and Data Posted to the IQAX Platform or any portion thereof by Users.
(d) Transmissions to and from the IQAX Platform: You acknowledge that the technical processing and transmission of the Service may involve (1) changes to conform and adapt to technical requirements of connecting networks or devices and; (2) transmissions over various networks, and that no data transmission or confidentiality of such data transmission over the networks comprising the Internet or other wireless communications networks can be guaranteed as totally secure and further that Data transmitted by you to or through the IQAX Platform or over such various networks may be viewed, cached, stored, and/or otherwise used by the operators or owners of such various networks. By using the Service and transmitting Data to or through the IQAX Platform or any portion thereof, you agree to assume all risks connected with the transmission and technical processing of such Data and/or Content and accordingly, IQAX and its Affiliates are not responsible for the security of any such Data and IQAX and its Affiliates shall have no liability for interruptions or omissions in Internet, network or hosting services.
Section 3.04. Limitation of Liability.
(a) EXCEPT AS OTHERWISE SET FORTH IN THIS ARTICLE 3, IN NO EVENT WILL IQAX, ITS AFFILIATES, AND/OR THEIR SHAREHOLDERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUBCONTRACTORS AND AGENTS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL CLAIMS, LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF PRESENT OR PROSPECTIVE PROFITS, OPPORTUNITY, BUSINESS OR DATA), FINES OR PENALTIES ARISING FROM ANY CAUSE WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING UNDER INDEMNITY) OR TORT (INCLUDING NEGLIGENCE), OR WHETHER ARISING UNDER STATUTE BY MEANS OF STRICT LIABILITY OR ARISING UNDER ANY OTHER LEGAL THEORY (INCLUDING UNDER CRIMINAL LAW), EVEN IF IQAX OR THE RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LOSSES OR DAMAGES.
(b) WITHOUT LIMITING THE GENERALITY AND APPLICABILITY OF THE FOREGOING OR OF ARTICLE 4, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER IQAX NOR ANY OF THE RELATED PARTIES SHALL BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES OR LOSS CAUSED BY OR CONNECTED WITH (I) SHUTDOWN, DELAY, INTERRUPTION OR DEFECT IN THE COMMUNICATIONS WITH AND OPERATIONS WITH THE SERVICE; (II) ANY ERROR, OMISSION, FAILURE, DELAY, ALTERATION, THEFT, USE OR DESTRUCTION OF INFORMATION (WHETHER RESIDING ON THE SERVICE OR ON YOUR EQUIPMENT), REGARDLESS OF CAUSE (UNAUTHORIZED ACCESS, VIRUS OR OTHERWISE) OR SOURCE (IQAX OR THIRD PARTY PROVIDER); (III) ANY ERRONEOUS, NON-CURRENT, INCOMPLETE OR MISLEADING INFORMATION OR DATA OBTAINED OR DERIVED FROM ANY SOFTWARE, PRODUCTS, SERVICES OR OTHER DATA AND CONTENT USED OR OBTAINED ON, THROUGH OR IN CONNECTION WITH THE SERVICE; (IV) ANY UNAUTHORIZED OR INCORRECT PREPARATION, STORAGE, TRANSMISSION, PRINTING OR OTHER USE OF BILLS OF LADING, SEA WAYBILLS OR OTHER DOCUMENTS (WHETHER SUCH ERROR MANIFESTS AS DELIVERY TO A WRONG RECIPIENT, DELAYED DELIVERY, PARTIAL MISDELIVERY, FAILURE OR REFUSAL TO DELIVER; INCORRECT OR INCOMPLETE INFORMATION CONTAINED IN SUCH DOCUMENTS OR OTHERWISE);(V) ANY ERROR, OMISSION, FAILURE OR DELAY CAUSED BY YOUR COMMUNICATIONS PROVIDERS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET SERVICE PROVIDER AND ANY WIRELESS SERVICE PROVIDER; OR (VI) FAILURE OF ANY OF YOUR REQUESTS, SHIPPING, PAYMENT OR OTHER INSTRUCTIONS GIVEN VIA THE SERVICE TO BE PROCESSED BY IQAX AND/OR RECEIVED AND ACTED UPON BY ANY OTHER USER.
(c)IF, NOTWITHSTANDING THE RELEASES AND INDEMNITY SET FORTH IN ARTICLE 4, ANY OR ALL OF IQAX OR THE RELATED PARTIES ARE FOR ANY REASON HELD LIABLE TO YOU OR ANY OTHER PERSON IN ANY CIRCUMSTANCE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, THEIR AGGREGATE LIABILITY TO YOU OR ANY OTHER PERSON IS LIMITED TO US$100 OR ITS EQUIVALENT IN LOCAL CURRENCY.
(d) YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY OTHERWISE HAVE UNDER ANY STATUTE OR LAW.
Section 3.05. Exclusions and Limitations.
SOME JURISDICTIONS DO NOT ALLOW OR LIMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THAT CASE, THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT TO THE EXTENT PERMITTED BY LAW AS SET FORTH IN SECTION 5.13(b) OF THIS AGREEMENT.
ARTICLE 4
RELEASES AND INDEMNITY
Section 4.01. Disputes With Users.
IQAX is not a party to any transactions between any of the Users of the Service or any portion thereof, including, without limitation, transactions you may have with any other party and any transaction entered into by you by using the Services, or the invoices and payments function of the Service. Accordingly, if you have a dispute with another User or any other party , you hereby waive and release IQAX and all Related Parties that are not acting as a carrier or provider of any transportation service in the relevant dispute (the "Indemnified Party") from all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including without limitation, attorneys' fees), of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (collectively, "Losses"), arising out of or in any way connected with such disputes and you agree to defend, indemnify and hold each Indemnified Party harmless for any such Losses.
Section 4.02. Your Use of the Service.
Subject to Section 4.01 you agree to defend, indemnify and hold each Indemnified Party harmless from all Losses due to or arising out of or in connection with your use of the Service, your connection or access to the Service, your violation of this Agreement, or your violation of any rights of another or use, transfer or other disposition subsequent to the time when you knew or should have known that a bill of lading and/or invoice obtained on or through the Service was delivered to you in error or contained incomplete, incorrect or other misleading information. This indemnity (together with the one given in Section 4.01) may, without in any way limiting the Indemnified Party, be claimed as a debt or a liquidated demand.
Section 4.03. Assumption of Defense.
The Indemnified Party reserves the right, at its own expense, to assume the defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of or compromise any such matter without the prior written consent of the Indemnified Party.
ARTICLE 5
MISCELLANEOUS
Section 5.01. Governing Law and Jurisdiction.
(a) To the fullest extent permitted by law, this Agreement shall be governed and construed in accordance with the substantive laws of England excluding (i) the United Nations Convention on Contracts for the International Sale of Goods; (ii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iii) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. To the fullest extent permitted by law, the controlling language for this Agreement is English. Any translation (if any) is provided for your convenience, and you may view the English language version by (a) returning to the home page for the country that you have selected, and (b) then clicking on the link to the Terms of Use located at the bottom of the page of the IQAX Web Sites.
(b) BY ACCESSING OR USING THE SERVICE, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF ENGLAND WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND/OR THIS AGREEMENT, AND THAT PROPER VENUE SHALL LIE IN THE AFOREMENTIONED COURTS, AND YOU AGREE NOT TO COMMENCE OR PROSECUTE ANY SUCH CLAIMS, ACTIONS, OR PROCEEDINGS OTHER THAN IN THE AFOREMENTIONED COURTS. THIS JURISDICTION AGREEMENT IS IRREVOCABLE AND IS FOR THE EXCLUSIVE BENEFIT OF IQAX.
(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 5.02. Injunctive Relief.
You acknowledge and agree that any breach or threatened breach by you of any provision of this Agreement, including, but not limited to, Section 2.01, (Confidential Information); and Section 1.07 (Proprietary Rights) may give rise to continuous injury to IQAX and the Related Parties irreparable by the payment of damages. Accordingly, IQAX and any affected Related Party are entitled to seek immediate injunctive relief or specific performance in such circumstances in addition to and without affecting any other rights or legal remedies which may be available to them.
Section 5.03. Links to or from Other Web Sites and other Resources.
(a) Hyperlinks and other pointers (“Links”) to web sites, web-pages, resources, advertisements or sponsorships other than those of IQAX's Affiliates (“Third Party Resources”).
You acknowledge that the Service, or any portion thereof, may contain Links to other locations or to other web sites on the Internet. These Links may lead to Third Party Resources published or operated by third parties who are not affiliated with or in any way related to IQAX, including, without limitation, , financial institutions and co-branders. By providing Links to Third Party Resources , IQAX shall not be deemed to endorse, recommend, approve, guarantee or introduce any third parties or the services or products they provide on their Third Party Resources, or to have any form of cooperation with such third parties or such Third Party Resources. IQAX does not make any warranties or representations regarding such Third Party Resources. In particular, IQAX does not endorse any data available on or through such Third Party Resources and does not make any warranties regarding the availability of such Third Party Resources. By using any Link to such Third Party Resources, you acknowledge and agree that: (1) you must bear all risks pertaining to the availability of such Third Party Resources; (2) IQAX does not authorize infringement of any proprietary rights in materials on such Third Party Resources by Linking to such material; (3) IQAX is not in any way responsible for the data or content of any externally linked web sites or Third Party Resources; (4) IQAX is not responsible for any damages or losses incurred or suffered by you arising out of or in connection with your use of the Links to such Third Party Resources; (5) IQAX is not a party to any contractual arrangements entered into between you and the provider of the Third Party Resources; and (6) any Links to such Third Party Resources that contain downloadable software are provided for your convenience only, and IQAX is not responsible for any difficulties you may encounter in downloading the software or for any consequences from your doing so or your use thereof. Use of any software downloaded from the Internet may be governed by a licence or other agreement with the relevant software provider, and your failure to observe the terms of such licence or other agreement may result in an infringement of intellectual property rights of the relevant software provider for which IQAX is not in any way responsible.
(b) Hyperlinks to web sites of IQAX's Affiliates. You acknowledge that IQAX may also include hyperlinks to other IQAX's Affiliates' web sites for your convenience. The products and services offered on these web sites may be limited to persons located or residing in only that particular jurisdiction and the content on these linked web sites may not be intended for persons located or residing in jurisdictions that restrict the distribution of such content. The terms and conditions governing the use of the web site of each Affiliates may differ, and you agree that you shall consult, carefully read and comply with the applicable terms and conditions before using such web sites.
(c) Links from external web site to the IQAX Web Sites. You may set up hypertext links from other web sites to any of the IQAX Web Sites, if you first obtain our written approval (which may be withdrawn without explanation or notice if IQAX, in its sole discretion, decides that such set up is excessive or inappropriate) and you agree that:
(i) the IQAX Web Sites may only be accessed in accordance with this Agreement and any other terms set forth in IQAX’s written approval to so link to the IQAX Web Sites;
(ii) you shall ensure that any of the IQAX Web Sites are accessed with its domain name displayed and nothing on the other web sites suggest or could be understood to imply that any part of any of the IQAX Web Sites are part of any other web site;
(iii) any link to any of the IQAX Web Sites shall always be an active and direct link to the particular IQAX Web Sites, and shall be made directly to the home or front page of the particular IQAX Web Site only and no "framing" or "deep-linking" of any of the IQAX webpages or any Content is allowed;
(iv) you will not use or display IQAX logos, trade names and trademarks as a hyperlink without IQAX's prior approval;
(v) IQAX is not responsible for the setup of any hyperlink from a third party web site to any of the IQAX Web Sites. Any link so set up shall not constitute any form of co-operation with, or endorsement by, IQAX of such third party web site; and
(vi) IQAX is not liable for any loss or damage incurred or suffered by you or any third party arising out of or in connection with any failure to comply with such link.
Section 5.04. Monitoring.
To ensure compliance with laws, regulations, requests by government agencies and self-regulatory organizations, this Agreement and any operating rules pertaining to the Service, IQAX shall have the right, but not the obligation, to monitor all Content, whether publicly Posted or privately transmitted to, from or through the Service. IQAX may edit, refuse to Post, remove or otherwise act upon Content that IQAX, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable. Under no circumstances shall IQAX be deemed to have any responsibility for any Content solely by virtue of IQAX providing the Service or exercising its monitoring rights.
Section 5.05. Disclaimer of Agency and Fiduciary Role.
Unless otherwise agreed in writing, IQAX and you are independent contractors. This Agreement is not intended to and does not create any agency, partnership, joint venture, employer-employee or franchiser-franchise relationship or any other fiduciary relationship under any jurisdiction either between IQAX and each User or among such Users. Except as otherwise expressly provided, IQAX is not the agent, fiduciary, trustee, partner or other representative of anyone using the Service.
Section 5.06. No Financial or Professional Service.
(a) You understand and agree that the Service, including the Content, does not constitute an offer to buy, sell, or trade in any goods or services or any insurance, trade finance or any other financial instruments or commodities or participate in any trading system or undertake, or participate in, a particular trading strategy.
(b) Decisions to buy or sell any goods or services including financial instruments should be based on your own judgment and upon advice from your independent legal and financial advisors obtained outside the Service. You agree not to rely on any Content, whether provided by IQAX or any User of the Service or any service provider, as recommendations or advice to enter into any transactions or otherwise treat the Content as investment advice.
(c) You represent and warrant that you are sophisticated in financial and commercial affairs generally and that you are independently, or in concert with your independent advisors, capable of evaluating the worth of each transaction you enter with IQAX Users or IQAX or otherwise, be it buying, or selling, without reliance on the Service.
(d) You agree that neither IQAX, nor any other User of the Service, provides any legal, tax, or accounting advice or advice regarding the suitability or profitability of any goods or services on or through the Service or by providing access to the Service.
Section 5.07. Suspension and Termination.
The original term of this Agreement shall commence on the date you access the Service. You agree that IQAX, in its sole discretion, may terminate or suspend your use of the Service or any portion thereof at any time and for any or no reason, even if access and use continues to be allowed to others. Upon such suspension or termination, you must immediately (a) discontinue use of the Service, and (b) destroy any copies you have made of any portion of the Service. Accessing the Service after such termination, suspension or discontinuation shall constitute an act of trespass. Further, you agree that IQAX shall not be liable to you or any third party for any termination or suspension of your access to the Service. All licenses granted by you, the covenants, representations and warranties made by you, the limitations of liability set forth in this Agreement and all provisions in relation to confidentiality and the indemnity given pursuant to Article 4 shall survive indefinitely, regardless of any termination of or any revocation or suspension of authorization to use and/or access the Service or any portion thereof. Upon termination of your rights to access and use any portion of the Service, all licenses granted to you hereunder (or, in the case of termination or suspension of your rights to access and use only a portion of the Service, the license rights applicable to those portions terminated or suspended) shall immediately cease and be of no further force or effect.
Section 5.08. Assignment and Sub-Contracting.
IQAX shall have the right to assign or subcontract any or all of its rights and obligations under this Agreement at any time. You undertake that no claim or allegation shall be made against any person performing or undertaking such obligations (including without limitation to all servants, agents and Subcontractors of IQAX) other than IQAX, which imposes or attempts to impose upon any such person, any liability whatsoever or howsoever arising whether or not arising out of negligence on the part of such person and, if any such claim or allegation should nevertheless be made, you will indemnify IQAX against all consequences thereof. Without prejudice to your indemnity obligations herein, every Subcontractor of IQAX shall have the benefit of every right, defense, limitation and liberty of whatsoever nature herein contained or otherwise available to IQAX as if such provisions were expressly for its benefit, and in entering into this Agreement, IQAX does so not only on its own behalf but also as agent and trustee for such persons. The term "Subcontractor" as used herein shall include both direct and indirect subcontractors hired by IQAX to perform IQAX's own obligations under this Agreement or the obligations of any person for whom IQAX acts as agent including, without limitation, any person who provides hosting services in respect of the Service or any portion thereof, such services including without limitation, managing communication protocols and housing the IQAX Platform or any portion thereof and any and all software in respect of the Service or any portion thereof. For the avoidance of doubt, providers for the World Wide Web and the wireless communication networks referred to in Section 2.04 are not subcontractors of IQAX.
Section 5.09. Carrier's Information.
Content on the IQAX Platform or any portion thereof may contain general information about Users and other parties from time to time. EXCEPT FOR THE TERMS OF USE, AND TERMS IN THE PRIVACY AND SECURITY STATEMENT AND UNLESS EXPRESSLY STATED IN CERTAIN DISCLAIMERS AND NOTICES, THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INDUCEMENT TO ENTER INTO A LEGALLY BINDING CONTRACT WITH THE USERS AND OTHER PARTIES AND DOES NOT FORM PART OF THE TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES RENDERED BY OR INVOLVING THE USERS AND OTHER PARTIES.
Section 5.10. IQAX Privacy Policy.
To address our mutual rights, duties and obligations arising as a result of the implementation of the General Data Protection Regulation 2016/679 (“GDPR”) and the Applicable Data Protection Laws (as defined in the Framework), that come into effect across the EU on 25 May 2018, in our provision of the Services, the User and you authorise IQAX to process Personal Data provided to IQAX or which is made available to it for the purposes of providing Services to the User and you pursuant to the contract of carriage and for any other purposes. In respect of any personal data you have provided to us to process for performing the contract of carriage, you as the User shall be the “Data Controller” and IQAX shall be a “Data Processor” for the purposes of GDPR and/or the Applicable Data Protection Law. The Data Subjects, Categories of Personal Data, Processing Operations and Duration of Processing relevant to the provision of the Services are defined in Schedule 2 of the Framework in Privacy and Security Statement.
Subject to you indicating otherwise on your registration form or notifying IQAX by e-mail or in writing, to the maximum extent permitted by applicable law, you hereby provide IQAX and its Affiliates with all necessary consents, licenses, permits and authorizations of yourself and all data subjects as may be required by any applicable law or otherwise (including all privacy and other data protection regulations and legislation) as shall be necessary for the transfer of Personal Data to IQAX or its Affiliates, and/or third parties including without limitation the parties listed in Clause 6 of the Privacy and Security Statement, wherever they may be situated, and for the use and processing of such Personal Data by IQAX, its Affiliates or their Affiliates and/or third parties, including without limitation the parties listed in Clause 6 of the Privacy and Security Statement. IQAX's use of Personal Data is subject to our Privacy and Security Statement.
Section 5.11. Copyright Infringement Policy.
IQAX accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. Furthermore, IQAX has implemented procedures to review and act on written notifications of alleged infringements that conform to the requirements set forth below (“Infringement Notice”). Upon receiving an Infringement Notice, IQAX may, but is not obliged to, in IQAX's sole discretion, limit, suspend, or terminate your right to use the Service if IQAX determines, in its sole and absolute discretion, that you are involved in activity that infringes a copyright, patent, trademark or other proprietary right.
The Infringement Notice must be:
(a) directed to IQAX's designated agent:
Director (Copyright Agent)
IQAX Limited
6/F, SAE, Technology Centre,
No. 6 Science Park East Avenue,
Phase 1, Hong Kong Science Park,
Hong Kong
Telephone: 852-2209-2029
E-mail: copyright@iqax.com
(b) and include the following information:
(i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interests believed to be infringed;
(ii) a description of the copyrighted work or other materials believed to be infringed;
(iii) a description of the material believed to be infringing the copyrighted work, and information that allows IQAX to locate the material;
(iv) information that will reasonably allow IQAX or its representatives to contact you, such as your name, address, telephone number, and e-mail address;
(v) a statement that you, in good faith, believe that the allegedly infringing use is not authorized by the copyright owner or other proprietary right owner, its agent or the law;
(vi) a sworn affidavit, made under penalty of perjury, that the above information in your Infringement Notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
Section 5.12. Child Online Protection Act Notification.
Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at, among other locations, the Electronic Frontier Foundation Web site, http://eff.org/Censorship/Censorware/, and at the GetNetWise Web site, http://www.getnetwise.org.
Section 5.13. General Information.
(a) The failure or delay of IQAX to exercise or enforce any right, remedy or power provided under this Agreement (or any other document referred to in it) or provided by law shall not constitute a waiver of such right, remedy or power or affect the same. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. The single or partial exercise of any right, remedy or power provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, remedy or power.
(b) If any of the provisions of this Agreement are found by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that gives effect to the intent of these terms of use so that this Agreement shall remain in full force and effect.
(c) Except as explicitly stated otherwise, notices from you shall be given to IQAX by e-mail and notices by IQAX shall be sent to the email address you provide to IQAX, or such other address, as IQAX or you respectively shall specify. Notice shall be deemed to be given 24 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail to the address provided by you or on your behalf to IQAX. In such case, notice shall be deemed to be given 3 days after the date of mailing.
(d) Transmissions to and from the Service or any portion thereof or directed to IQAX, including without limitation, e-mails, can be intercepted by third parties and may not be immediately received by the appropriate business unit at IQAX. Please do not use e-mail to send IQAX communications that: (1) contain confidential information; (2) IQAX requires to be in writing; or (3) need the immediate attention of the appropriate IQAX business unit. Instead, please call at +852-2209-2029 or write to:6/F, SAE Technology Centre, No. 6 Science Park East Avenue, Phase 1, Hong Kong Science Park, Hong Kong, Attention: Customer Services.
(e) The section titles in this Agreement are for convenience only and have no legal or contractual effect.
(f) This Agreement contains the entire agreement of the parties with regard to the subject matter hereof and supersedes all prior agreements and understandings between the parties. This Agreement may, however be amended or varied in accordance with the terms and conditions of this Agreement and additional agreements may apply to you by virtue of your use of services, programmes or functions forming part of the Service.
Section 5.14. Contracts (Rights of Third Parties) Act 1999.
The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 (the "Act"), by any person who is not a party to this Agreement save that the benefits conferred on the Related Parties pursuant to Section 3.04, Subcontractors pursuant to Section 5.08, Participating Carriers pursuant to Section 6.04 (if applicable) and the Indemnified Parties pursuant to Article 4 respectively shall be enforceable by virtue of the Act. Further, no Related Party, Subcontractor, Participating Carrier, nor Indemnified Party may enforce or take any step to enforce any such provisions of Sections 3.04, 5.08, 6.04 or Article 4, respectively, without the prior written consent of IQAX, which may, if given, be given on such terms and subject to such conditions as IQAX may in its absolute discretion determine.
Section 5.15. Written Document.
You may preserve this Agreement in written form by printing it for your records, and you waive any other requirement that this Agreement be evidenced by a written document.
ARTICLE 6
ADDITIONAL TERMS APPLICABLE TO MEMBERS
Section 6.01. Conflict with General Terms.
The terms and conditions set forth in this Article 6 are specific to a Company Member's use of the specific services (which form part of the Service) made available to Company Members. Unless specifically excluded by this Article 6, the terms and conditions of this Article shall supplement the terms and conditions set forth in the rest of this Agreement, which shall remain applicable. This Article will not limit or reduce any Company Member's duties, obligations, or responsibilities for the use of and/or access to the Service under this Agreement. Without prejudice to the generality of the foregoing, this Article 6 shall not preclude IQAX from relying on any provision in this Agreement (including Articles 3 and 4) in respect of any Company Member or former Company Member.
Section 6.02. Becoming a Company Member.
(a) To become a “Company Member”, you must: (i) be a company (or other body corporate), sole proprietor or partnership (or an individual or group of individuals acting in the course of business), that meets the eligibility criteria referred to in Section 1.02 above and such other criteria as IQAX may set from time to time, (ii) complete and submit a registration form, (iii) be approved by IQAX, and (iv) agree to be bound by the terms in this Agreement, including this Article 6. The registration form can be submitted by you or the Participating Carrier on your behalf either in hard copy, facsimile, via e-mail or on-line. IQAX reserves the right to, in its sole discretion, reject any application for registration, withdraw or revoke the approval of any Company Member or limit, suspend or terminate the Company Member's use of and/or access to the Service or any portion thereof. References in this Article 6 to a “Company Member” are to companies or other corporate bodies who have complied with the conditions set out in this Section 6.02 (a) and references in this Article 6 to ‘you’ are to you as a Company Member (or prospective Company Member).
(b) When registering as a Company Member, you must designate and specify in the appropriate part of the registration form, an account administrator and contact person (“Administrator”). The Administrator shall be deemed to be your agent, and in your name, place and stead, have full power and authority, acting singly, to do all such acts and things which may be deemed proper in or in connection with your account, including, without limitation, managing your accounts and nominating and appointing additional persons authorized to use and/or access the Service for and on your behalf (each such person a “Designated User”) and further nominating and appointing such Designated User(s) (as the Administrator may select) (each such Designated User as selected a “Group Administrator”) to perform the administrative tasks within groups of Designated Users (each such group a “Group”). You shall only permit your current employees to be and remain, designated as Administrator or Designated User. IQAX may, in its sole discretion, reject any request for designation of a particular Administrator or Designated User, withdraw or revoke the approval of any Administrator or Designated User or limit, suspend or terminate the Administrator's or Designated User's use of and/or access to the Service or any portion thereof. You agree that the nominated Administrator and any Designated User shall have sufficient and proper authority and capacity to validly and effectually bind you, and you hereby undertake to ratify any and all actions of (i) any Administrator which you from time to time appoint and (ii) any Designated User appointed from time to time by such Administrator.
(c) You shall require and shall cause your Administrator and each Designated User to comply with this Agreement. You, your Administrator and any Designated Users (collectively and individually, the “Group Members") shall be jointly and severally liable for all acts and omissions of any other Group Member, whether arising under contract (including the giving of an indemnity), tort (including negligence), statute, by means of strict liability or otherwise.
Section 6.03. Member, Administrator And Designated User Obligations.
(a) Provide Accurate and Updated Information. In submitting registration Data or other information to or through the Service or any portion thereof, each Group Member or other User gaining access to the Service through your membership agrees and warrants and represents that any and all submitted Data is true, accurate, current, complete and not misleading as of the time sent, and that each of the Group Members shall promptly update any Data submitted and reasonably expected to be relied on by IQAX or any other Users, and to keep it true, accurate, current, complete and not misleading.
(b) IQAX will assign a unique password to the Administrator and each Designated User. The password is for the sole use of the recipient. The Administrator and each Designated User are each responsible for maintaining the confidentiality and security of their password and for any and all activity that occurs under your account, including by properly exiting from their account at the end of each session, not disclosing it to third parties and seeking to deactivate their password in the event the Administrator or Designated User no longer acts in such capacity.
(c) You shall procure that each Group Member agrees to immediately notify IQAX (i) if it believes its password is known to a third party, (ii) of any unauthorized use of a password or (iii) of any other breach of confidentiality or security of which it becomes aware, and take any and all reasonable steps which IQAX may require in respect of such unauthorized use or breach of security.
(d) You are responsible, under contract, tort or otherwise, for all activities occurring through the use of a Group Member’s password (regardless of whether it occurs with a Group Member’s permission) and shall be held liable for Losses incurred by IQAX or any other User of the Service due to anyone using a his or her Group Member password. Without prejudice to the generality of Article 3, IQAX and the Related Parties cannot and shall not, directly or indirectly, be liable for any loss or damage arising out of or in connection with any member of the Group Member’s failure to comply with this Section 6.03.
Section 6.04. Company Member Services.
Your attention is drawn to the fact that when viewing Content, purchasing services, making bookings, giving or receiving instructions (including, without limitation, shipping and payment instructions) to or from a third party supplier (including, without limitation, a Participating Carrier, logistic providers or financial institutions) (“Third Party Services”) through the Service, you may be subject to further terms and conditions in respect of such Third Party Services, which may be imposed by such third party supplier. Your acceptance of such terms and conditions is at your own risk.