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Terms of Use

Welcome to CargoSprint! CargoSprint, with its affiliates including Advent Intermodal Solutions LLC,  offers and makes available its software products, orchestration tools and services, including those branded under SprintPay, SprintPass, eModal, and Envio 360 (each, a “Product” and collectively “Services”). By using a Product, you agree to the appropriate Product Terms of Use (“Product Terms”) below and the privacy notice available at https://cargosprint.com/legal/privacy-policy. Product Terms and the private notice may be updated from time to time, and your continued use after any changes will constitute your acceptance.

SprintPay Terms of Use

Effective date: November 21st, 2024 CargoSprint LLC (“CargoSprint”, “us”, “we”, or “our”), operates and owns the SprintPay product line which includes SprintPay for Freight Forwarders, SprintPay for Cargo Facilities, and the SprintPay app (the “Service”). The access to and use of the Service is conditioned by your (“you”, “your”, or the “User”) acceptance of and compliance with these Terms of Use (“Terms”, “SprintPay Terms”) which apply to all visitors, users, and others who access or use the Service. These Terms of Use constitute a legal agreement between you and CargoSprint. Consequently, this agreement constitutes your acceptance of the terms under any applicable law or regulation. If the individual accepting these Terms is accepting on behalf of a Company or other legal entity, such individual represents that they have the authority to bind such entity to these Terms. The provisions set forth in these Terms of Use enter into effect as of the date shown above. Continued use of the Service indicates your acceptance of the obligation to pay accrued and/or accumulated debt and acceptance of the Terms of Use. If you no longer accept these Terms of Use, or any future modification to these Terms of Use, you must cease using the Service. Furthermore, please note that your use of the Service is also governed by our Privacy Policy, as well as all other applicable terms, conditions, limitations, and requirements shown on the Service and, if applicable, on our Software as a Service Agreement (“SaaS Agreement”). You should review our Privacy Policy to understand how we collect personal information, what we collect, how we use it, how we share it, and what controls and choices you have. 1.- Definitions The following definitions have the meanings set forth below. Other capitalized words in quotation marks are defined elsewhere in these Terms of Use. “Cargo Facility” means a third-party vendor registered on the Service for receiving payments from CargoSprint at the request of a User. “Credit Note” means an electronic memo issued by us to the User and to apply by User as an offset against amounts payable to CargoSprint. “Company” mean an individual d/b/a, company, or other legal entity desiring access to the Service thereby agreeing to be bound by these Terms of Use. “Downtime” means any time there is a material performance degradation or inoperability of the Service, in whole or in part, except for circumstances that are expressly excluded from downtime under this calculation as described elsewhere in these Terms. “Feedback” means any idea or suggestion for improving or otherwise modifying any of our products or services. Feedback will not be considered your confidential information or your trade secret. Feedback does not include any suggestion or idea to the extent that it solely addresses your specific products’ or services’ unique features. “Payment Request” means a single electronic request made by a User via the Service to CargoSprint to settle a transaction with a single Cargo Facility for a dollar amount specified by the User. “Service Providers” means third-party partners who have agreed to use your data only for the purpose of furnishing the services in our contract with such Service Provider. “User” means any individual who, on behalf of themselves or on behalf of a Company, access or use the Service. The use of the Service constitutes acceptance of these SprintPay Terms on their own behalf and/or on behalf of their Company. In the case of an individual who accepts these Terms on behalf of a Company or other legal entity, “User” means an individual authorized to use the Service subject to the rights and obligations hereunder. “User Account” means an account (together with login details) under the name of the User which allows a User to access and use the Service in accordance with these Terms. “User Data” means electronic data submitted by a User or for the User to the Service. 2.– CargoSprint responsibilities 2.1 Provision of the Service CargoSprint will (a) provide the Service to you pursuant to these Terms of Use; (b) use commercially reasonable efforts to provide you with general support for the regular use of the Service; and (c) provide the Service in accordance with laws applicable to CargoSprint’s standard provision of the Service (i.e., without regard for your particular use of the Service) and subject to your use of the Service in accordance with these Terms. 2.2 Information security CargoSprint has and will continue to implement commercially reasonable security procedures and practices appropriate to the nature of the personal information provided by the Users via the Service to protect such personal information from unauthorized or illegal access, destruction, use, modification, or disclosure in accordance with applicable Federal and State Laws if User Data is processed via the Service. 2.3 Service Availability CargoSprint will use commercially reasonable efforts to make the Service available to you with an uptime of at least 99% measured per calendar month. Notwithstanding the above, any Downtime resulting from outages of third-party connections or other reasons beyond our control will be excluded from any Downtime calculation. 3.– Use of the Service Subject to your compliance with these Terms, CargoSprint grants User/Company a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Service. Except as expressly permitted in these Terms or under applicable law, you may not: copy, modify, or create derivative works based on the Service; distribute, transfer, sublicense, lease, lend or rent the Service to any third party; reverse engineer, decompile, or disassemble the Service, or make functionality of the Service available to multiple users through any means. CargoSprint reserves all rights in and to the Service not expressly granted to you under these Terms. 3.1 Creation and management of User Accounts
  1. Every individual User Account will have unique credentials (i.e., username and password) and User Account sharing is expressly prohibited. At no time shall User allow anyone other than its Authorized Users access to or usage of User Accounts and the Service. It is the User’s responsibility to keep User Account credentials confidential.
  2. User agrees to provide information and assistance to CargoSprint as needed to ensure that Company and User information including but not limited to personal and business names, billing addresses, emails, phone numbers, and any other data necessary to manage User Accounts and/or relate to the delivery of the Service to you remains true, accurate, current, and complete.
  3. You agree to immediately notify us of any unauthorized use of your User Account or if any other breach of security has occurred. In no event shall CargoSprint be liable for any unauthorized use of your User Account.
3.2 Selecting a Cargo Facility and making a Payment Request
  1. When making a Payment Request via the Service, User is responsible for (i) selecting the correct Cargo Facility and: (ii) that the charges and amount displayed are correct. If you select the incorrect Cargo Facility upon making your Payment Request, you may incur additional administrative fees for us to correct.
  2. Under these Terms of Use you accept that each Cargo Facility has its own procedures and depending on the Cargo Facility’s accepted method of payment, some Payment Requests may take longer to process than others.
  3. If we detect that you’ve made a potentially high-risk Payment Request, we may place a stop on the Payment Request, further review it, and may contact you to obtain additional information. You may choose not to disclose additional information. However, we reserve the right to process or reject the Payment Request. Under these Terms of Use you accept that this may delay clearance with the Cargo Facility and that CargoSprint is not liable for additional fees charged by the Cargo Facility to User due to such delays.
  4. The Service has been, and is designed, to enable a single Payment Request per Air Waybill (“AWB”). Submitting multiple AWBs under a single Payment Request is a violation of our SprintPay Terms. At CargoSprint’s discretion, your Payment Request may not be processed or will be charged (either at the time of checkout or a later date) the appropriate Handling Fee will be based on the number of AWBs you originally submitted.
3.3 Cargo Facilities and check payments
  1. Some Cargo Facilities only accept payment from us via check. However, payments made by check to a Cargo Facility are not guaranteed as they may be misplaced, lost, or destroyed.
  2. Payments made by checks to a Cargo Facility may take three (3) or more hours to deliver. You accept that this may delay clearance with the Cargo Facility and that CargoSprint is not liable for additional fees charged by the Cargo Facility to User due to such delays.
3.4 Obligations and use of the Service
  1. You must ensure that your representations remain true not only at the time they were made but always throughout the duration of these Terms of Use.
  2. For clarity, the representations and obligations listed in this section are not exhaustive. You are subject to all your representations and obligations set forth in these Terms as well as in any other agreement established with us, whether or not these obligations are specified and/or repeated in this section.
3.5 Cargo handling CargoSprint works with the Cargo Facilities to process your Payment Request. However, we are not liable for the handling of your cargo. Concerns regarding missing cargo, mishandling, and/or damage should be managed and discussed directly with the corresponding Cargo Facility. 4.- Payment Terms 4.1 Features
  1. Upon our approval, we may provide you with a Maximum Balance Limit (the “Maximum Balance Limit”) to make an immediate Payment Request to a Cargo Facility and be billed for it by us at a later date. Maximum Balance Limits are for exclusive use on the Service and cannot be accessed or used for acquiring products or services outside of the Service. Furthermore, CargoSprint will not charge you any type of interest rate for granting of the Maximum Balance Limit.
  2. Approved Maximum Balance Limits will be offered per approved Company or User (not per User Account) and we reserve the exclusive right to determine (i) the value of the Maximum Balance Limit; and (ii) the timeframe in which the Company or User must pay CargoSprint for owed invoices (“Payment Terms”).
  3. Company may contact CargoSprint to request an increase in their approved User Account’s Maximum Balance Limit. However, at no time may the aggregate of the Users Maximum Balance Limits exceed CargoSprint’s approved value of the Company Maximum Balance Limit regardless of the number of User Accounts. Company is responsible for providing information to CargoSprint regarding changes to their approved User Account Maximum Balance Limit.
  4. The Payment Terms that specify the timeframe within which you must make your payment to us are visible on your invoice. Unless otherwise agreed upon between you and CargoSprint the corresponding User Account may be placed on hold.
  5. We reserve the exclusive right to grant, reject, limit, change, terminate, or block User Account’s access to the Maximum Balance Limit without prior notification to you.
4.2 Applying for a Maximum Balance Limit
  1. To apply for the granting of a Maximum Balance Limit and related Payment Terms, contact support@cargosprint.com.
  2. By applying for a Maximum Balance Limit and/or providing any documentation as part of your application, you authorize us, directly or through third-party Service Providers, financial institutions, and databases, to make inquiries, verify, or take any actions we consider necessary to validate your identity, availability of funds and the information that you have provided to us to evaluate your application.
4.3 Holds and reaching your Maximum Balance Limit
  1. Unless otherwise agreed upon in writing between you and CargoSprint, User Accounts may be placed on hold when you have surpassed the value of your assigned Maximum Balance Limit. An individual User Account or Company placed on hold may not be able make Payment Requests.
  2. We will make commercially reasonable efforts to notify the User/Company when their User Account has been placed on hold via the Service.
  3. You must make an immediate payment to CargoSprint to restore your Maximum Balance Limit and be removed from the hold.
  4. To release a User Account from a hold, make immediate payment for due invoices and notify us at support@cargosprint.com
4.4 Reduction of Maximum Balance Limit We may carry out risk analysis and evaluations at any time to determine whether your approved Payments Terms and Maximum Balance Limit (including the total value of the Maximum Balance Limit) should be changed. 4.5 Cargo Notifications Depending on the Cargo Facility you want to pay, you may have the option to subscribe to notifications pertaining to that unique cargo transaction and the related Cargo Facility. However, for each transaction, your prior consent will be required. If eligible and upon receiving your consent for each transaction, you may also use your Maximum Balance Limit to automatically submit your Payment Request to the participating Cargo Facility. 4.6 SprintPay Net Terms
  1. Notwithstanding the above and regardless of your approved Maximum Balance Limit and Payment Terms, an invoice for a Payment Request whose transactional value exceeds five thousand dollars ($5,000.00) is subject to one of the following options:
  2. The related invoice will be due at checkout and settled via credit card, or
  3. If your User Account has direct debit and/or eCheck enabled as a payment methods per section 5 of these Terms, the related invoice will be due at checkout and settled via direct debit or eCheck.
4.7 Changes to Maximum Balance Limit To request a modification to your Maximum Balance Limit and Payment Terms, please contact support@cargosprint.com. 5.- Payment methods for the provision of the Service 5.1 Payment method management and conditions
  1. All payments to us must be made in U.S. dollars.
  2. If you would like to review and potentially enable additional payment methods, please contact support@cargosprint.com or your CargoSprint Account Representative.
  3. CargoSprint in its sole discretion may refuse, change, or limit your available payment method without prior notice for any reason and at any time.
  4. Under these Terms of Use, you authorize us, directly or through third-party Service Providers, financial institutions, and databases, to make inquiries, verify, or take any actions we consider necessary to validate your identity, availability of funds and the information that you have provided to us as a payment method.
  5. We may require further information or documentation to validate your identity in relation to your selected payment method at any given time.
  6. To speed up the process of updating your User Account you must send us the payment remittance in order to identify what Payment Requests are being covered.
  7. For payment application against an open CargoSprint invoice, a payment remittance should be sent to support@cargosprint.com.
5.2 Direct debit
  1. By choosing to use direct debit as your payment method, you’ll be able to complete your payment using any valid automated clearing house (“ACH”) enabled bank account at a United States-based financial institution.
  2. Whenever you choose to pay for a Payment Request using direct debit, you are authorizing CargoSprint LLC to debit your bank account for the total amount on your invoice.
5.3 eCheck
  1. By choosing eCheck as your payment method, you will be able to complete your payment using any valid automated clearing house (“ACH”) enabled bank account at a United States-based financial institution.
  2. Whenever you choose to pay for a Payment Request via eCheck, you are initiating the transaction that authorizes CargoSprint LLC to debit your bank account for the total amount on your invoice.
5.4 ACH authorization
  1. By choosing your bank account as your payment method, you accept that:
  2. You consent to the electronic delivery of the disclosures contained in these Terms of Use.
  3. You authorize CargoSprint LLC to initiate one or more ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount from your bank account.
iii. You authorize CargoSprint to store your banking or financial data for the strict purpose of processing a payment to us at your approval.
  1. You authorize the financial institution that holds your bank account to deduct such payments.
  2. You will provide us with prompt notification if there is a maximum amount we are authorized to debit or if there are any other special conditions we should be aware of regarding the debiting of your account.
  3. You understand and agree that we may make multiple attempts to debit your bank account for the amounts owed on the date of our choosing until such debt is satisfied.
5.5 Check
  1. While delays in accessing your account may occur, and temporary holds may be placed until your check clears, you can send check payments for services rendered. Checks should be made out to: CargoSprint LLC 21 Eastbrook Bend Suite 202 Peachtree City, GA 30269
  2. We may at our discretion charge higher and/or additional fees if you wish to pay our invoices via check.
5.6 Credit card
  1. You can link or unlink a credit card to your User Account as a payment method.
  2. You agree and accept to use only your credit card to pay CargoSprint invoices. This obligation is regardless of whether you are using the Service on behalf of another individual or entity who is not a party to these Terms.
5.7 PayPal
  1. You may use PayPal to complete payment requests.
  2. When you select PayPal as your payment method, we do not have access to your PayPal account nor any of the financial or banking information associated with the account.
5.8 Payment Request transaction limits
  1. Based on factors such as the extent and experience of your relationship with us at our sole and absolute discretion your only available method of payment may be by credit card or PayPal with a total Payment Request with a pre-established transaction limit.
  2. If you want to make a Payment Request above the transaction limit shown on the Service, contact support@cargosprint.com. You may be required to provide additional information and evidence for us to process such Payment Request. Please note we will reject additional Payment Requests for the same Cargo Facility. However, you may continue to use the Service to make Payment Requests to other Cargo Facilities.
5.9 Changing your payment methods
  1. You may apply for a change in your payment methods by contacting support@cargosprint.com.
  2. By submitting an application and/or submitting any requested documentation to us to change your payment method, you authorize us, directly or through third-party Service Providers, financial institutions and databases, to make inquiries, verify, or take any actions we consider necessary to validate your identity, availability of funds and the information that you have provided to us to evaluate your application.
6.- Authorization for screening Under these Terms of Use you authorize us, directly or through Service Providers, financial institutions, and other third-party databases, to make inquiries, verify, or take any actions when we reasonably believe there may be an increased level of risk associated with you, as well as manage payment methods, Maximum Balance Limits, Payment Terms, and ensure we are complying with applicable law. 7.- Fees 7.1 Applicable fees To use the Service, you will be billed certain fees. Your use of the Service to make a Payment Request implies your acceptance of these fees. 7.2 Changes to our fees
  1. CargoSprint in its sole discretion may determine an increase, decrease, and/or addition of new fees.
  2. We may change our fees at any time, and we’ll seek to inform you of these changes via notification on the Service and/or email.
7.3 Handling Fee
  1. The Handling Fee is a flat transactional fee that applies to each individual Payment Request made through the Service.
7.4 Rejection Fees
  1. If a check or direct debit payment is rejected, you authorize CargoSprint to initiate a Rejection Fee that does not exceed fifty dollars ($50.00) per occurrence.
  2. In the event of any of the following scenarios, we reserve the right to charge a Rejection Fee for each incorrect ACH transaction. For each instance, our bank will issue a refund to the originating account:
  3. You submit the incorrect ACH information.
  4. You submit duplicate ACH payments for the same item(s).
7.5 Credit Card Fee All credit card payments come with a three-point five percent (3.5%) additional fee over the amount shown on our invoice. 7.5.1 PayPal Fee All payments to CargoSprint via PayPal come with a three-point five percent (3.5%) additional fee over the amount shown on our invoice. 7.6 Stop payment Fee We may apply a twenty-five-dollar ($25.00) fee when you request that we stop and cancel a check that has been issued by us as payment to a Cargo Facility. If charged, this fee will be invoiced onto the related User Account. 7.7 Cargo Facility Upkeep Fee
  1. Some Cargo Facilities charge CargoSprint an additional upkeep fee in order to process your Payment Request. This fee will be added to our invoice under the Cargo Facility’s charges and not our Handling Fee.
  2. This fee may change throughout the year, and we have no control over it.
7.8 Chargeback fee
  1. We may charge you a twenty-five-dollar ($25.00) fee when you initiate a chargeback with your credit card company.
  2. To avoid this fee, you must contact our billing department directly at support@cargosprint.com to verify an unknown transaction on your credit card.
  3. YOU AGREE NOT TO SETTLE ANY DISPUTES WITH YOUR VENDOR BY ISSUING A CHARGEBACK/DISPUTE WITH YOUR CREDIT CARD COMPANY. ANY DISPUTES MUST BE RESOLVED DIRECTLY WITH US. You are required to negotiate and settle the dispute directly with us. If a chargeback is actioned, we may place the related User Account on hold and invoice you for the chargeback along with any fees associated issued by our credit card processor.
If you do not contact CargoSprint within thirty (30) days after the suspected fraudulent activity or erroneous charges appear on your credit card bill, you waive your rights to object to or challenge such activity or charges. Furthermore, if you request that your bank or credit card company perform a chargeback without first contacting CargoSprint, and CargoSprint subsequently determines that the charges at issue are not erroneous, we reserve the right to terminate the related User Account immediately and take any available legal action. Notwithstanding the above, you are solely liable for any transactions or activities by you or anyone else that occur on your User Accounts, and in no event shall CargoSprint be liable for any unauthorized use of your User Account. 7.9 Administrative Fee
  1. We may charge you an Administrative Fee for (i) refunds to you via check; and/or (ii) for additional customer service requests not specified within these Terms of Use.
  2. We will make commercially reasonable efforts to notify you of these Administrative Fees via email prior to issuing you the invoice with the corresponding charges.
8.- Refunds and Credit Notes 8.1 Applicable terms
  1. To apply for a refund, you may do so through your User Account on the Service. From the date you authorized the Payment Request, you have up to forty-five (45) days to solicit a refund from us and we will work with the Cargo Facility to obtain your refund. After this time, you must pursue your refund from the Cargo Facility directly.
  2. Each Cargo Facility has its own refund policy, and some Cargo Facilities take longer than others to process refunds. This may affect the time it takes for us to refund the amount to you.
  3. We reserve the right to approve, reject, or modify the refund amount. Moreover, we reserve the right to determine the method by which the refund will be processed to you.
  4. Once approval has been provided to us by the Cargo Facility, we reserve the right to process the refund either by issuing a Credit Note for the corresponding amount to the User Account or by refunding you via the original payment method you used. You can review the status of your refund request via the Service or by contacting support@cargosprint.com. Please note we may charge you our Handling Fee for Payment Requests made by your negligence regardless of whether the Cargo Facility approves, denies, or modifies the refund amount or is unresponsive for over ninety (90) days.
  5. If a Cargo Facility has not approved your refund after ninety (90) days, you must pursue the Cargo Facility directly and your refund request on the Service will be canceled. However, you are expected to complete the payment of our invoice.
8.2 Refund policy for electronic payments Upon receiving notification from a Cargo Facility about your approved refund, if applicable, the processing of your refund may take approximately three (3) to five (5) business days 8.3 Credit Note management
  1. A Credit Note will be available to use for ninety (90) calendar days as of the Credit Note’s issuance date.
  2. After ninety (90) days, if the corresponding User Account is current and we have your ACH information, we will refund you the value of the Credit Note via ACH to the corresponding bank account.
  3. After ninety (90) days, if the User Account owes us invoices we will send you an email and we will work with your accounting representative to determine the best course of action regarding available Credit Notes.
  4. Once a Credit Note is closed it cannot be re-opened, nor the invoices closed by it.
  5. You may request a check refund of the Credit Note if the account is current. However, we may charge a twenty-five-dollar ($25.00) Administrative fee for this service.
9.- Billing issues 9.1 Billing inquiries
  1. If you need more information or you believe that there’s been an error in a payment transaction initiated by CargoSprint with your bank account, please contact us as soon as possible at support@cargosprint.com.
  2. To review your inquiry, we may require further information on your behalf in order to identify you.
9.2 Invoice dispute
  1. If there are charges on an invoice which you wish to dispute with CargoSprint, you have ninety (90) calendar days after the invoice has been issued to do so. After this time the invoice must be paid in full.
  2. We may initiate a collection process or legal action using a third-party Collection Agency which follows the FDCPA (Fair Debt Collections Practices Act) guidelines to collect any money owed to CargoSprint. We may charge for the use of such third-party Collections Agency or attorney’s fees used if legal action is required.
10.- Invoicing 10.1 Invoice management
  1. The Service enables you to view and download balance statements and invoices online at any time.
  2. Under these Terms of Use, you understand and accept that CargoSprint is not obligated to download and email you your invoices.
  3. If you need further information regarding charges on your invoice, you may contact support@cargosprint.com.
11.- Feedback CargoSprint has not agreed to and does not agree to treat as confidential any Feedback you provide to us and nothing in these Terms of Use or in our dealings arising out of related to these Terms of Use will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting you. 12.- Service suspension or termination 12.1 CargoSprint may suspend or terminate We reserve the right to suspend or terminate User’s access to the Service for however long we deem necessary, with or without notice, for one or more of the following reasons:
  • There is a dispute with your User Account.
  • We believe a third-party has gained unauthorized access to your User Account.
  • We discover or have reasonable cause to suspect money laundering, fraud, or any other illicit activity by you.
  • Overdue payments to us. Likewise, please note CargoSprint may impose interest on all unpaid balances at a rate of 1.5% per month or the maximum rate allowable under law, whichever is less.
  • You breach these Terms of Use.
12.2 User/Company may terminate You may terminate and close your User Accounts however it is your responsibility to notify us in writing so that we may process your request. Upon termination, User/Company must cease to use the Service. 12.3 Survival All provisions of these Terms which by their nature should survive termination will survive termination—regardless of whether CargoSprint or the User terminates—including without limitation warranty disclaimers, indemnity, limitations of liability, ownership provisions, and User’s obligation to pay CargoSprint’s invoices accrued prior to such termination. 13.- Disclaimer of Warranties THE SERVICE IS PROVIDED “AS IS”. CARGOSPRINT AND ITS SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CARGOSPRINT AND ITS SERVICE PROVIDERS DO NOT MAKE ANY WARRANTY THAT OUR SERVICES WILL BE ERROR-FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. WE WILL MAKE A REASONABLE EFFORT TO RESTORE THE SERVICE HOWEVER YOU UNDERSTAND AND ACCEPT THAT THE USE OF OUR SERVICE IS AT YOUR OWN DISCRETION AND RISK. 14.- Indemnification User agrees to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of any unauthorized use of the Service or any component thereof, or use of any kind for any purpose not expressly permitted by these Terms of Use, including but not limited to your violation of these Terms of Use. CargoSprint shall promptly give you written notice of the claim, demand, suit or proceeding, and shall provide assistance at your expense. You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases CargoSprint of all liability. 15.- Limitation of Liability IN NO EVENT WILL CARGOSPRINT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE (INCLUDING BUT NOT LIMITED TO COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF INFORMATION OR DATA, DATA BEING RENDERED INACCURATE, OR A FAILURE OF THE SERVICE TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF AWARE OF THE POSSIBILITY THEREOF, ARISING IN ANY WAY OUT OF THE SALE, LICENSE, USE OR INABILITY TO USE, THE SERVICE, OR ANY LIABILITY OR DAMAGES TO ANY THIRD PARTY, HOWEVER CAUSED. IN ANY EVENT, CARGOSPRINT’S ENTIRE LIABILITY TO YOU UNDER ANY PROVISION OF THESE TERMS OR ARISING FROM THE ACCESS OR USE OF THE SERVILCE BY YOU WILL BE LIMITED TO THE HANDLING FEES ACTUALLY PAID BY YOU TO CARGOSPRINT PURSUANT TO THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. 16.- Severance If for any reason, a clause within these Terms is not enforceable, this will not affect or invalidate any other clause within these Terms of Use. 17.- Independent contractors Nothing in these Terms will be deemed to create a joint venture, partnership, employment, or similar relationship between us and you. 18.- Arbitration and Class Action Waiver We hope we never have a dispute, but if we do, you and we agree to try for sixty (60) days, upon receipt of a Notice of Dispute, to resolve it informally. If we can’t, you and we agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide, and the arbitrator’s decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, requests for public injunctions, and any other proceeding or request for relief where someone acts in a representative capacity aren’t allowed. Furthermore, combining individual proceedings is not allowed without the consent of all parties. 18.1 Disputes Covered – Everything excluding IP rights and non-payment The term “dispute” is as broad as it can be. It includes any claim or controversy between you and us concerning the Service, the software related to the Service, the Service, your account, marketing, communications, or these Terms, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ intellectual property rights, or non-payment of section 7 Fees. 19.- Governing Law These Terms of Use and any dispute arising hereunder shall be construed in accordance with the laws of Georgia without regard to its conflict of laws principles. All disagreements arising from or related to these Terms of Use shall be settled by and you agree to the jurisdiction of any state or federal court of competent jurisdiction in the State of Georgia. 20.- Changes to these Terms of Use 20.1 Updates and notification of changes
  1. We may update our Terms of Use from time to time.
  2. We will make a reasonable effort to inform you whenever material changes are made to these Terms of Use via notification on the Service and/or email.
20.2 Terminology Unless otherwise defined in these Terms of Use, the terms used herein have the same meanings as in our Privacy Policy.
  1. Contact us
If you have any questions about these Terms of Use, please contact us at inquiries@cargosprint.com

SprintPass Terms of Use

Effective date: July 23rd, 2024

CargoSprint LLC (“CargoSprint”, “us”, “we”, or “our”), operates and owns the SprintPass product line which includes SprintPass for Cargo Facilities, SprintPass for Trucking Companies, SprintPass for Freight Forwarders, SprintPass Warehouse Manager and the SprintPass Driver app (collectively, the “Service”).

The access to and use of the Service is conditioned by your (“you”, “your”) acceptance of and compliance with these Terms of Use (“Terms”, “SprintPass Terms”) which apply to all visitors, users, and others who access or use the Service including the “Authorized Personnel” (as defined below). These Terms constitute a legal agreement between you and CargoSprint LLC. Consequently, this agreement constitutes your acceptance of the terms under any applicable law or regulation. 

For the purpose of these Terms, “Authorized Personnel” refers to your employees, authorized representatives, and agents who have been approved by you to use the Service and will do so under the terms of these SprintPass Terms.

The provisions set forth in these Terms of Use enter into effect as of the date shown above. Continued use of the Service indicates your acceptance of these Terms. If you no longer accept these Terms of Use, or any future modification to these Terms of Use, you must cease using the Service.

We may suspend and/or terminate your access to the Service and without prior notice or liability for any or no reason whatsoever, including without limitation if you breach these Terms of Use.

Furthermore, please note that your use of the Service is also governed by our Privacy Policy, as well as all other applicable terms, conditions, limitations, and requirements shown on the Service and, if applicable, on our Software as a Service Agreement (“SaaS Agreement”).

You should review our Privacy Policy to understand how we collect personal information, what we collect, how we use it, how we share it, and what controls and choices you have.

1.- Account management

1.1 Opening an account

  1. In order to open an account for the Service, you must comply with the following requirements:
    • Be at least eighteen (18) years old.
    • Complete the registration process.
  1. Agree to these Terms of Use and our Privacy Policy.
    • Willing to accept an obligation of paying for services rendered, if applicable.
    • You agree to the use of the Service in strict accordance with these Terms and in compliance with all applicable laws and regulations in the jurisdiction where you reside, access or use the Service.

1.2 Account information and management

  1. It is your responsibility to ensure that the data you provide us is updated and correct. If this information has changed, please contact us at support@cargosprint.com
  2. We may update the information on your Service account for billing purposes.
  3. Under these Terms of Use you authorize us, directly or through third-party Service Providers, financial institutions and databases, to make inquiries, verify, or take any actions we consider reasonable whenever we believe there may be an increased level of risk associated with your account.
  4. We reserve the right to conduct any risk analysis we deem necessary in order to manage your account access.

1.3 Account security and availability

  1. CargoSprint has and will continue to implement commercially reasonable security procedures and practices appropriate to the nature of the personal information provided by you via the Service to protect such personal information from unauthorized or illegal access, destruction, use, modification, or disclosure in accordance with applicable Federal and State Laws if User Data is processed via the Service.
  2. It is your responsibility to manage user credentials and ensure no unauthorized access to the Service is permissible. To the extent enabled and if applicable, every individual Authorized Personnel is to have unique credentials (i.e., username and password ) supplied by CargoSprint. Furthermore, it is your responsibility to keep Service accounts’ usernames and passwords confidential. CargoSprint will not be liable for any unauthorized use or losses derived from your negligence in regard to Service account management.
  3. We don’t have access to your current or previous passwords and for your security we may only guide you on how to reset your password. In no event shall we be liable for any unauthorized use of your account.
  4. If you believe someone has gained unauthorized access to your account, please contact us at support@cargosprint.com.
  5. CargoSprint will use commercially reasonable efforts to make the Service available to you with an uptime of at least 99% measured per calendar month. Notwithstanding the above, any Downtime (as defined below) resulting from outages of third-party connections or other reasons beyond our control will be excluded from any Downtime calculation. Under these Terms “Downtime” means any time there is a material performance degradation or inoperability of the Service, in whole or in part, except for circumstances that are expressly excluded from downtime under this calculation as described in these Terms.

1.4 Obligations and use of the Service

  1. You are obliged to ensure that your representations remain true not only at the time they were made and always throughout the duration of these Terms of Use.
  2. You are obliged to communicate promptly to CargoSprint regarding any changes to your information and documentation regarding your identity, your contact information, your business ownership and activities, and any other information that may affect CargoSprint’s delivery of services to you.
  3. For clarity, the representations and obligations listed in this Section are not exhaustive.  You are subject to all your representations and obligations set forth in these Terms as well as in any other agreement established with us, whether or not these obligations are specified in this section.
  4. Subject to your compliance with these Terms, CargoSprint grants you a limited, revocable, non-exclusive, non-sublicensable license to use the Service. Except as expressly permitted in these Terms or under applicable law, you may not: copy, modify, or create derivative works based on the Service; distribute, transfer, sublicense, lease, grant access to, lend or rent the Service to any third party; reverse engineer, decompile, or disassemble the Service, or make functionality of the Service available to multiple users through any means. CargoSprint reserves all rights in and to the Service not expressly granted to you under these Terms. Any attempt to distribute, sublicense, lease, lend, rent, reverse engineer, decompile or disassemble the Service will automatically terminate your right to use the Service.

2.- Booking reservations with cargo facilities

2.1 Selecting and making a reservation with a cargo facility

  1. Through the Service, you can submit a time slot to pick up or drop off cargo at a selected cargo facility (“Reservation”).
  2. You are responsible for the information submitted to make your Reservation including selecting the correct cargo facility and that the submitted documentation (e.g. air waybill numbers, driver’s name, etc.) related to your Reservation are correct.
  3. Under these Terms of Use you understand and accept that each cargo facility has its own procedures and depending on the facility your Reservation may take longer to process than others.
  4. You acknowledge, agree and accept that the cargo facility reserves the right to accept or reject your Reservation. Reservation slots are subject to change or closure, are limited in availability and are not guaranteed and may not be available at all on the date of visit or at the time you make a selection. Price, terms and entitlements are subject to restrictions, and change or cancellation without notice by the cargo facility. 
  5. Upon successfully creating your Reservation through the Service, you will be assigned a Pickup Number (“PKU”). Use this Pickup Number to check into the facility at the Kiosk.
  6. Creating a Reservation does not imply that the facility has accepted your request. The facility may reject or modify your Reservation. Reasons for your Reservation being rejected include but are not limited to:
    1. US Customs not granting clearance to your cargo
    2. Your cargo has not been broken down by the cargo facility yet and therefore isn’t ready for pickup
    3. The driver arrived too early for the Reservation
    4. The driver arrived too late for the Reservation
    5. The driver arrived on time but entered the air waybill number instead of the pickup number at the kiosk
  7. Under these Terms, CargoSprint is not liable for any unexpected fees due to the cargo facility rejecting your Reservation.
  8. The cargo facility may revise the time and/or date of your Reservation even after accepting it.
  9. We or the cargo facility may request additional information from you to process your Reservation. You may choose not to disclose this information however doing so may imply your Reservation is not processed.

2.2 Cargo handling

  1. We work with the cargo facilities to process your Reservation. However, we are not liable for the handling of your cargo.
  2. Concerns regarding missing cargo, mishandling, and/or damage should be managed and discussed directly with the corresponding facility and/or airline.

3.- Feedback

CargoSprint has not agreed to and does not agree to treat as confidential any Feedback you provide to us and nothing in these Terms of Use or in our dealings arising out of related to these Terms of Use will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting you. (“Feedback” means any idea or suggestion for improving or otherwise modifying any of our products and services. Feedback will not be considered your confidential information or your trade secret. Feedback does not include any suggestion or idea to the extent that it solely addresses your specific products’ or services’ unique features.).

4.-Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS”. CARGOSPRINT AND ITS SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CARGOSPRINT AND ITS SERVICE PROVIDERS DO NOT MAKE ANY WARRANTY THAT OUR SERVICES WILL BE ERROR-FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. WE WILL MAKE A REASONABLE EFFORT TO RESTORE THE SERVICE HOWEVER YOU UNDERSTAND AND ACCEPT THAT YOUR USE OF OUR SERVICE IS AT YOUR OWN DISCRETION AND RISK.

 5.- LIMITATION OF LIABILITY

IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW WILL CARGOSPRINT BE LIABLE FOR SPECIAL DAMAGES, INCLUDING ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE (INCLUDING BUT NOT LIMITED TO COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF INFORMATION OR DATA, DATA BEING RENDERED INACCURATE, OR A FAILURE OF THE SERVICE TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF AWARE OF THE POSSIBILITY THEREOF, ARISING IN ANY WAY OUT OF THE SALE, LICENSE, USE OR INABILITY TO USE, THE SERVICE, OR ANY LIABILITY OR DAMAGES TO ANY THIRD PARTY, HOWEVER CAUSED. 

6.- Suspension and termination

6.1 CargoSprint may suspend or terminate

In addition to CargoSprint’s termination rights specified under section 1.4(d) of these Terms, we reserve the right to suspend or terminate your access to the Service for however long we deem necessary for one or more of the following reasons:

  • There is a dispute with your account.
  • We believe a third-party has gained unauthorized access to your account.
  • We discover or have reasonable cause to suspect money laundering, fraud, or any other illicit activity by you.
  • You breach these Terms of Use.

6.2 You may terminate

You may terminate and close your account however it is your responsibility to notify us in writing so that we may process your request. Upon termination, you must cease to use the Service.

All provisions of these Terms which by their nature should survive termination will survive termination—regardless of whether CargoSprint or you terminate—including without limitation warranty disclaimers, indemnity, limitations of liability, ownership provisions, and if applicable, your obligation to pay CargoSprint’s invoices accrued prior to such termination.

7.- Severance

If for any reason, a clause within these Terms is not enforceable, this will not affect or invalidate any other clause within these Terms of Use.

8.-Independent Contractors

Nothing in these Terms will be deemed to create a joint venture, partnership, employment, or similar relationship between us and you.

9.- Arbitration and Class Action Waiver

We hope we never have a dispute, but if we do, you and we agree to try for sixty (60) days, upon receipt of a Notice of Dispute, to resolve it informally. If we can’t, you and we agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide, and the arbitrator’s decision will be final except for a limited right of review under the FAA.
Class action lawsuits, class-wide arbitrations, private attorney-general actions, requests for public injunctions, and any other proceeding or request for relief where someone acts in a representative capacity aren’t allowed. Furthermore, combining individual proceedings is not allowed without the consent of all parties.

9.1 Disputes Covered – Everything excluding IP rights and non-payment

The term “dispute” is as broad as it can be. It includes any claim or controversy between you and us concerning the Service, the software related to the Service, the Service, your account, marketing, communications, or these Terms, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ intellectual property rights, or non-payment of Section 7 Fees.

10.- Governing law

These Terms of Use and any dispute arising hereunder shall be construed in accordance with the laws of Georgia without regard to its conflict of laws principles. All disagreements arising from or related to these Terms of Use shall be settled by and you agree to the jurisdiction of any state or federal court of competent jurisdiction in the State of Georgia.

11.- Changes to these Terms of Use

11.1 Updates and notification of changes

  1. We may update our Terms from time to time.
  2. We will make a reasonable effort to inform you whenever significant changes are made to these Terms of Use via notification on the Service and/or email.

11.2 Terminology

  1. Unless otherwise defined in these Terms, the terms used herein have the same meanings as in our Privacy Policy.
  1. Contact us

If you have any questions about these Terms of Use, please contact us at inquiries@cargosprint.com.

eModal Terms of Service

Last Modified: May 26, 2024

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS WEBSITE OR ANY SERVICES OFFERED HEREIN. By using or downloading information from this Website, you represent that you have read and understand these Terms of Service and agree to be bound by them. If you do not agree with these Terms of Service, in whole or in part, please do not continue to use this Website or Service. To fully use all features of this Website, you must register. Registration requires a valid email address.

  1. Changes to Terms of Service. Advent Intermodal Solutions LLC (“Advent eModal”, “Company”, “us”, or “we”) may modify these Terms of Service (these “Terms”) at any time, without notice, by updating this page. Please check this page periodically for changes since your continued use of this Website following the posting of changes will indicate your acceptance of those changes.
  2. Copyright and Restrictions on Use. The Website and its entire contents, features, services and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) (collectively, “Materials”), as well as its organization and design are the property of Company or its suppliers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Service permit you to use the Website for your personal, non-commercial use only. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Material, except as follows:
    • Your computer may temporarily store copies of Materials in RAM incidental to your accessing and viewing those Materials.
    • You may store files that are automatically cached by your web browser for display enhancement purposes.
    • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

You may use the Website only for lawful purposes and in accordance with these Terms of Service. You agree to not:

    • Use the Website for any illegal purpose or in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
    • Engage in any conduct that restricts or inhibits any other party’s use or enjoyment of the Website, or which, as determined by us, may harm us, our customers or users of the Website or expose them to liability, or violate any right of a third party, including collecting personal information about another user or third party without consent.
    • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
    • Use any page-scrape, robot, spider or other automatic device, process, algorithm, program or methodology to access the Website for any purpose, including monitoring or copying any of the Material.
    • Use any manual process to monitor or copy any of the Material or for any other unauthorized purpose without our prior written consent.
    • Use any device, software or routine that interferes with the proper working of the Website including its security related features.
    • Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
    • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
    • Use the Service to perform any fraudulent activity including impersonating any person or entity, claim a false affiliation or identity, or access any other user account without permission.
    • Otherwise attempt to interfere with the proper working of the Website including its security related features.
    • Reverse engineer, disassemble, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service, any software, documentation, or data related to the Service, or any software contained on or accessed through the Website.
    • Copy, modify, translate, save or create derivative works based on the Service (except to the extent expressly permitted by Company or authorized within the Service).
    • Use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party.
    • Use the Service to sell or provide products and services that: (i) are illegal, (ii) infringe intellectual property rights, (iii) are unfair, predatory, or deceptive, (iv) include adult content.
    • Assist or permit any person to engage in any of the foregoing prohibited acts.
  1. Conditions of Use. To access most of the features of the Service, you must register for an account with Company and/or our service providers. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us as set forth in these Terms.

In connection with each transaction and proposed transaction through access or use of any of the Website or any Website-related services (together, “Transactions”), you acknowledge and agree that: (a) Company has provided the Website to serve only as a medium to facilitate the initiation of a commercial transaction between or among parties other than Company; (b) each Transaction shall be directly between or among parties other than Company; (c) Company is not and shall not be a party to any Transaction; (d) Company does not owe any fiduciary duty to any party or to have any special relationship with any party; (e) Company may or may not be a manufacturer, distributor or seller of any goods or services in a Transaction; (f) the parties to each Transaction (other than Company) are responsible for determining and ensuring that all transactions comply with applicable law, including, without limitation, payment of applicable taxes; and (g) Company may or may not have control over any Transaction, therefore, registered users agree that they will proceed under the assumption that Company does not.

  1. Intellectual Property Notice. Nothing contained in these Terms of Service shall be construed as conferring any license or right to any trademark or other intellectual property right of Company, its suppliers or any other party. “eModal®”, ”Envio 360”, “Advent eModal” and “Advent Intermodal Solutions LLC” and the related logos displayed throughout this Website are the trademarks or registered trademarks of Company. You may not display, use as a link, or otherwise use any of the trademarks, trade names, service marks or logos of Company or its suppliers without the prior written consent of the owning party. All other trademarks, trade names, service marks and logos are the property of their respective owners.
  2. Compliance with Law. We control and operate this Website from our offices or from a supplier’s designated datacenter. Company makes no representation that the Materials are appropriate or available for use in a particular location. You are solely responsible for compliance with all applicable laws and regulations that may govern your access and use of this Website.
  3. Other Businesses and Links. Reference to any specific commercial product, content provider, process, or service by trade name, trademark, service mark, logo or otherwise does not constitute or imply endorsement by Company or its suppliers. This Website may contain links to websites or be linked to websites not under the control of Company or its suppliers. Company and its suppliers do not endorse the companies, products or websites that are linked to this Website. Accordingly, Company and its suppliers do not assume any responsibility or liability for the actions, products or content of linked websites. If you decide to access any of the third-party websites or services linked to this Website, you do so entirely at your own risk.
  4. Disclaimers. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THIS WEBSITE AND THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DUE TO THE COMPLEX NATURE OF SOFTWARE AND THE INTERNET, COMPANY AND ITS SUPPLIERS DO NOT WARRANT THAT THIS WEBSITE OR THE MATERIALS: (A) ARE COMPLETELY ERROR FREE; (B) WILL OPERATE WITHOUT INTERRUPTION; (C) ARE CURRENT, ACCURATE OR COMPLETE; (D) ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (E) ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS; OR (F) WILL OTHERWISE MEET YOUR NEEDS. Computer systems are vulnerable in varying degrees to computer viruses, bugs, power disruptions, communication line disruptions, Internet access failures, Internet content failures, attacks by hackers and other problems (“E-Problems”). We have taken reasonable steps so that E-Problems will not materially affect our business, but do not guarantee that our Website is immune to E-Problems. It is your responsibility to protect yourself from E-Problems. Steps you may consider taking to mitigate the vulnerability of your computer system to E-Problems include using firewalls, password protection, and anti-virus programs. COMPANY WILL USE THE WEBSITE TO SEND PROMOTIONAL MESSAGES, USER INFORMATION, PRESS RELEASES, SERVICE UPDATES, TECHNICAL INFORMATION, AND OTHER INFORMATION.
  5. Limitation on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, ITS SUPPLIERS AND AFFILIATES, ITS THIRD-PARTY SERVICE PROVIDERS (INCLUDING ITS PAYMENT PROCESSORS) AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR INCOME, OR LOSS OF USE OF EQUIPMENT, SOFTWARE OR DATA) RELATED TO OR THAT RESULT FROM: (A) YOUR USE OF, OR INABILITY TO USE, THIS WEBSITE OR THE MATERIALS; (B) YOUR RELIANCE ON ANY MATERIALS CONTAINED ON THIS WEBSITE; (C) ANY GOODS OR SERVICES ADVERTISED ON, OR LINKED TO, THIS WEBSITE; (D) ANYSUBJECT MATTER OF THESE TERMS RELATED THERETO, UNDER ANY WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY STATUTE OR OTHER THEORY, EVEN IF COMPANY OR ITS SUPPLIERS OR AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, ACTED NEGLIGENTLY OR IF THE EXCLUSIVE REMEDIES STATED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
  6. Restriction, Suspension and Termination. If Company determines, in its sole discretion, that you are using or have used any portion of the Website or the Materials in a manner inconsistent with any of these Terms of Service, Company shall have the right to take appropriate action without prior notice to you including, without limitation, the following: (a) remove any material you have submitted; (b) limit, restrict, suspend and/or terminate your access to, and use of, the Website, Materials or any portion thereof; and (c) seek any remedies available at law or in equity.
  7. Privacy Policy. Any collection or use of personally identifiable information collected from you via this Website is governed by our Privacy Policy, located at https://cargosprint.com/legal/privacy-policy/. which is incorporated by this reference into these Terms of Service.
  8. Indemnification. You shall indemnify and hold Company, its suppliers and affiliates, and each of their respective shareholders, directors, officers, managers, employees, consultants, owners, members, agents, representatives, licensors, licensees, and investors (collectively, the “Indemnified Parties”), harmless from and against any and all claims, legal actions, demands, controversies, disputes, liabilities, losses, expenses, costs and/or damages including, without limitation, reasonable attorneys’ fees and costs (collectively, “Claims”) arising out of or related to (a) any breach by you of any portion of these Terms of Service, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation of Service, (b) your data, content, or other materials provided by you to any third party, (c) the infringement, misappropriation or violation of any patent, copyright, trademark or other intellectual property rights or trade secrets, (d) any contractual or other relationship between you and any other third party, (e) your provision of inaccurate or incomplete information, (f) fees, fines, refunds, returns, chargebacks or other liabilities imposed by any payment processor or merchant, (g) your failure to timely file any tax information return or report, (h) any taxes, fees, penalties, fines, or losses, imposed on or incurred by any of the Indemnified Parties resulting from your use of the Services or any third party services, or anyone using your account on the Service or any applicable third party service, (j) any transactions, charges, disputes, refunds, reversals, claims and any associated fines, including but not limited to charges subject to and/or fines imposed under the U.S. Shipping Act of 1984 as amended, or (h) otherwise relating or arising from your access or use of the Website or the Materials. You shall cooperate, at your expense, as reasonably requested by Company in the defense of all Claims. Company will promptly notify you of any such Claim subject to indemnification (provided, however, that the failure to deliver such notice shall not relieve you of your indemnification obligations hereunder, except to the extent of any material prejudice as a direct result of such failure) and Company will give reasonable assistance, at your sole cost and expense. Company reserves the right to assume sole control over defense and settlement of any matter subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. You shall not enter into any settlement or compromise of any such claim in the event such settlement or compromise imposes any liability or obligation on any Indemnified Party without the prior written consent of the applicable Indemnified Party. No Indemnified Party will not be responsible for any settlement it does not approve in writing.
  9. Entire Agreement and Amendment; Electronic Communications. These Terms of Service, including the Privacy Policy, constitute the entire agreement between Company and you with respect to the subject matter hereof. Any and all portions of the Terms of Service may be modified, amended, changed, added, or removed at any time and from time to time at the sole discretion of the Company. By using the Service, you consent to receiving certain electronic communications from us. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. You further consent to executing electronic signatures in connection with the Service and any Transactions and agree that any such electronic signatures will satisfy any legal requirements.
  10. Waiver. No failure or delay on the part of Company to exercise any right, power or remedy under these Terms of Service shall operate as a waiver; nor shall any single or partial exercise by Company of any right, power or remedy under these Terms of Service preclude any other or further exercise of any right, power or remedy.
  11. Severability. The provisions of these Terms of Service are intended to be severable. If for any reason any provision of these Terms of Service is held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
  12. Governing Law, Venue and Dispute Resolution. These Terms of Service shall be interpreted, construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the state of California, excluding its choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods. All claims or actions arising out of or related to these Terms of Service and your use of this Website and the Materials shall be settled by final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Such arbitration shall be held in Los Angeles County, California before one arbitrator selected by mutual agreement of the parties or, absent such agreement, in accordance with the AAA rules. The arbitrator may not award any punitive damages. Any award of the arbitrator may be enforced in any court of competent jurisdiction. NOTWITHSTANDING THE DISPUTE RESOLUTION REQUIREMENTS SET FORTH ABOVE, FOR ANY INJUNCTIVE RELIEF RELATING TO YOUR ACCESS TO, OR USE OF, THIS WEBSITE YOU IRREVOCABLY AND UNCONDITIONALLY CONSENT TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA, UNITED STATES OF AMERICA.
  13. Customer Support. For eModal Subscribers, phone and webform support is included in your Subscription Fee. Phone support is available from 7AM EST (Eastern Standard Time) to 5PM PST (Pacific Standard time), Monday through Friday, with reduced hours during holidays in the US. We accept webform support questions 24 Hours per Day x 7 Days per Week. Questions can be submitted at https://emodal.zendesk.com/hc/en-us/requests/new. We attempt to respond to webform support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.

eModal SLA & Service Credit Policy

  1. Service Level Commitment. During the Subscription Term for which eModal has agreed to provide an eModal Service/Subscription to you, we will use commercially reasonable efforts to provide a Monthly Uptime Percentage to you of at least 99.5% (“Service Level Commitment”).
  2. Service Credits. If we confirm there is a failure to meet a Service Level Commitment in a particular calendar month and you make a request for service credit within fifteen (15) days after the end of such calendar month, you will be entitled to a credit based on the monthly fees invoiced for the affected Service/Subscription in the month experiencing such failure consistent with the Section 6 below (“Service Credit”). To receive a Service Credit, you must submit a ticket at https://emodal.zendesk.com/hc/en-us/requests/new with all fields fully and accurately completed and provide any other reasonably requested information or documentation. Our monitoring and logging infrastructure and Root Cause Analysis (RCA Reports) are the source of truth for determining Monthly Uptime Percentage, errors and whether we have met the Service Level Commitment. The aggregate maximum Service Credits applied to an invoice will not exceed 100% of the amount invoiced for the affected Service/Subscription in that invoice billing period. We reserve the right to deny a Service Credit if you do not qualify for one.
  3. Exclusions. You will not be entitled to a Service Credit if you are in breach of the Terms. The Service Level Commitment will not include unavailability to the extent due to: (a) your use of the Service/Subscription in a manner not authorized in the Terms or not in accordance with the applicable Documentation; (b) force majeure events or other factors outside of our reasonable control, including, without limitation, Internet access or related problems; (c) your equipment, software, network connections or other infrastructure; (d) Your Data or Your Materials whether provided by you or a third party including but not limited to Terminal Operating System, Gate System, Truck Management System; (e) third-party equipment, apps, add-ons, software or technology; (f) routine scheduled maintenance or reasonable emergency maintenance; (g) additional, module specific limitations as described below; or (h) breach of Section 2 of this agreement by any eModal user in a manner that impacts the Service Level Commitment.
  4. Exclusive Remedies. Unless stated in your Master Services Agreement or Service Order, Service Credits are your sole and exclusive remedy, and our sole and exclusive liability, for our failure to meet the Service Level Commitment.
  5. Definitions. All capitalized terms not otherwise defined are as set forth in the eModal Terms of Service (“Terms”).
    • “Monthly Uptime Percentage” means 100% minus the percentage of Downtime minutes out of the total minutes, less any scheduled maintenance activity, in the relevant calendar month.
    • “Downtime” occurs when eModal is not accessible and there is a High or Severe Business Impact which is affecting multiple users. See additional description by module below.
    • “Applicable Monthly Service Fees” means the total fees actually paid by you for a Service that are applied to the month in which a Service Credit is owed.
    • “Incident” means (i) any single event, or (ii) any set of events, that result in an interruption of production service.
    • “Scheduled Downtime” means periods of Downtime related to network, hardware, or Service maintenance or upgrades. We will publish notice or notify you prior to the commencement of such Downtime and it will generally be on the weekend or after business hours.
    • “Service Level” means the performance metric(s) set forth in this SLA that we agree to meet in the delivery of the Services/Subscription.

Service Specific Terms

PreGate & Appointments

Downtime: Any period of time when users are unable to make, edit or cancel appointments or pre-arrivals, create, edit or configure slot schedule, or when Terminal is not receiving appointment updates from eModal.

Service Level Commitment:

Monthly Uptime Percentage

Service Credit

< 99.5%

10%

< 99%

15%

<97%

25%

<95%

50%

<90%

100%

Additional Limitations: N/A

Fee Payment

Downtime: Any period of time when end users are unable to pay fees, add fees to cart and complete checkout process, or when EDI subsystem (affecting fee payment confirmation messaging) is inaccessible.

Service Level Commitment:

Monthly Uptime Percentage

Service Credit

< 99.5%

10%

< 99%

15%

<97%

25%

<95%

50%

<90%

100%

Additional Limitations: Service Credits for Fee Payment only apply to the net processing service fees payable to eModal by an eModal Seller customer using the Service to collect fees and for which eModal provides payment reconciliation and deposit (the Seller vs. the Payor). eModal is not responsible for any revenue loss related to uncollectable fees or monies due to the Seller by the Payor. Net Processing Service Fees are defined as the total Platform Processing Fee assessed by eModal less any related third-party transactional or bank processing charges. eModal is not responsible for additional fees that are incurred by a user that are levied by a third party. eModal does not have the authority to waive fees or extend last free day on behalf of any Marine Terminal, Ocean Carrier or other Party.

TruckerCheck / DTR

Downtime: Any period of time when end users are unable to add and update truck and driver information into eModal, or when Terminal is unable to access and retrieve file update due to availability of the eModal service.

Service Level Commitment:

Monthly Uptime Percentage

Service Credit

< 99.5%

5%

< 99%

10%

<97%

15%

<95%

25%

<90%

50%

Additional Limitations: N/A

Envio Terms of Service

Last Modified: 24 February 2023

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS WEBSITE OR ANY SERVICES OFFERED HEREIN (“Service”). By using or downloading information from this Website, you represent that you have read and understand these Terms of Service and agree to be bound by them. If you do not agree with these Terms of Service, in whole or in part, please do not continue to use this Website or Service. To fully use all features of this Website and Service, you must register. Registration requires a valid email address.

  1. Changes to Terms of Service Advent Intermodal Solutions LLC (“Advent”, “Company”, “us”, or “we”) may modify these Terms of Service (these “Terms”) at any time, without notice, by updating this page. Please check this page periodically for changes since your continued use of this Website or Service following the posting of changes will indicate your acceptance of those changes.
  2. Copyright and Restrictions on Use The Website and its entire contents, features, services and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) (collectively, “Materials”), as well as its organization and design are the property of Company or its suppliers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Service permit you to use the Website for your personal, non-commercial use only. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Material, except as follows:
    • Your computer may temporarily store copies of Materials in RAM incidental to your accessing and viewing those Materials.
    • You may store files that are automatically cached by your web browser for display enhancement purposes.
    • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

You may use the Website or Service only for lawful purposes and in accordance with these Terms of Service. You agree to not:

    • Use the Website or Service for any illegal purpose or in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
    • Engage in any conduct that restricts or inhibits any other party’s use or enjoyment of the Website or Service, or which, as determined by us, may harm us, our customers or users of the Website and Service or expose them to liability, or violate any right of a third party, including collecting personal information about another user or third party without consent.
    • Use the Website or Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website or Service, including their ability to engage in real time activities through the Website or Service.
    • Use any page-scrape, robot, spider or other automatic device, process, algorithm, program or methodology to access the Website or Service for any purpose, including monitoring or copying any of the Material.
    • Use any manual process to monitor or copy any of the Material or for any other unauthorized purpose without our prior written consent.
    • Use any device, software or routine that interferes with the proper working of the Website including its security related features.
    • Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
    • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
    • Use the Service to perform any fraudulent activity including impersonating any person or entity, claim a false affiliation or identity, or access any other user account without permission.
    • Otherwise attempt to interfere with the proper working of the Website including its security related features.
    • Reverse engineer, disassemble, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service, any software, documentation, or data related to the Service, or any software contained on or accessed through the Website.
    • Copy, modify, translate, save or create derivative works based on the Service (except to the extent expressly permitted by Company or authorized within the Service).
    • Use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party.
    • Use the Service to sell or provide products and services that: (i) are illegal, (ii) infringe intellectual property rights, (iii) are unfair, predatory, or deceptive, (iv) include adult content.
    • Assist or permit any person to engage in any of the foregoing prohibited acts.
  1. Conditions of Use To access most of the features of the Service, you must register for an account with Company and/or our service providers. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. Such information will be governed by our Privacy Policy described below. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us as set forth in these Terms.

In connection with each transaction and proposed transaction through access or use of any of the Website or any Website-related services or through any use of the Service (together, “Transactions”), you acknowledge and agree that, except as noted otherwise in your Service Order: (a) Company has provided the Website to serve only as a medium to facilitate the initiation of a commercial transaction between or among parties other than Company; (b) each Transaction shall be directly between or among parties other than Company; (c) Company is not and shall not be a party to any Transaction; (d) Company does not owe any fiduciary duty to any party or to have any special relationship with any party; (e) Company may or may not be a manufacturer, distributor or seller of any goods or services in a Transaction; (f) the parties to each Transaction (other than Company) are responsible for determining and ensuring that all transactions comply with applicable law, including, without limitation, payment of applicable taxes; and (g) Company may or may not have control over any Transaction, therefore, registered users agree that they will proceed under the assumption that Company does not.

  1. Intellectual Property Notice Nothing contained in these Terms of Service shall be construed as conferring any license or right to any trademark or other intellectual property right of Company, its suppliers or any other party.”Envio 360” and “Advent Intermodal Solutions LLC” and the related logos displayed throughout this Website or Service are the trademarks or registered trademarks of Company. You may not display, use as a link, or otherwise use any of the trademarks, trade names, service marks or logos of Company or its suppliers without the prior written consent of the owning party. All other trademarks, trade names, service marks and logos are the property of their respective owners.
  2. Compliance with Law We control and operate this Website and Service from our offices or from a supplier’s designated datacenter. Company makes no representation that the Materials are appropriate or available for use in a particular location. You are solely responsible for compliance with all applicable laws and regulations that may govern your access and use of this Website or Service.
  3. Other Businesses and Links Reference to any specific commercial product, content provider, process, or service by trade name, trademark, service mark, logo or otherwise does not constitute or imply endorsement by Company or its suppliers. This Website may contain links to websites or be linked to websites not under the control of Company or its suppliers. Company and its suppliers do not endorse the companies, products or websites that are linked to this Website. Accordingly, Company and its suppliers do not assume any responsibility or liability for the actions, products or content of linked websites. If you decide to access any of the third-party websites or services linked to this Website, you do so entirely at your own risk.
  4. Disclaimers TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THIS WEBSITE, THE SERVICE AND THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DUE TO THE COMPLEX NATURE OF SOFTWARE AND THE INTERNET, COMPANY AND ITS SUPPLIERS DO NOT WARRANT THAT THIS WEBSITE, SERVICE OR THE MATERIALS: (A) ARE COMPLETELY ERROR FREE; (B) WILL OPERATE WITHOUT INTERRUPTION; (C) ARE CURRENT, ACCURATE OR COMPLETE; (D) ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (E) ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS; OR (F) WILL OTHERWISE MEET YOUR NEEDS. Computer systems are vulnerable in varying degrees to computer viruses, bugs, power disruptions, communication line disruptions, Internet access failures, Internet content failures, attacks by hackers and other problems (“E-Problems”). We have taken reasonable steps so that E-Problems will not materially affect our business, but do not guarantee that our Website or Service is immune to E-Problems. It is your responsibility to protect yourself from E-Problems. Steps you may consider taking to mitigate the vulnerability of your computer system to E-Problems include using firewalls, password protection, and anti-virus programs.
  5. Limitation on Liability TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, ITS SUPPLIERS AND AFFILIATES, ITS THIRD-PARTY SERVICE PROVIDERS (INCLUDING ITS PAYMENT PROCESSORS) AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,

CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR INCOME, OR LOSS OF USE OF EQUIPMENT, SOFTWARE OR DATA) RELATED TO OR THAT RESULT FROM: (A) YOUR USE OF, OR INABILITY TO USE, THIS WEBSITE,THE SERVICE OR THE MATERIALS; (B) YOUR RELIANCE ON ANY MATERIALS CONTAINED ON THIS WEBSITE OR THE SERVICE; (C) ANY GOODS OR SERVICES ADVERTISED ON, OR LINKED TO, THIS WEBSITE; (D) ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO, UNDER ANY WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY STATUTE OR OTHER THEORY, EVEN IF COMPANY OR ITS SUPPLIERS OR AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, ACTED NEGLIGENTLY OR IF THE EXCLUSIVE REMEDIES STATED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. COMPANY’S AGGREGATE MAXIMUM LIABILITY FOR ANY LOSSES OR DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR SERVICE SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU IN THE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY.

  1. Restriction, Suspension and Termination If Company determines, in its sole discretion, that you are using or have used any portion of the Website, Service or the Materials in a manner inconsistent with any of these Terms of Service, Company shall have the right to take appropriate action without prior notice to you including, without limitation, the following: (a) remove any material you have submitted; (b) limit, restrict, suspend and/or terminate your access to, and use of, the Website, Service, Materials or any portion thereof; and (c) seek any remedies available at law or in equity.
  2. Privacy Policy Any collection or use of personally identifiable information collected from you via this Website or the Service is governed by our Privacy Policy, located at https://account.emodal.com/Home/Privacystatement?Client_id=ENVIO360 which is incorporated by this reference into these Terms of Service.
  3. Indemnification You shall indemnify and hold Company, its suppliers and affiliates, and each of their respective shareholders, directors, officers, managers, employees, consultants, owners, members, agents, representatives, licensors, licensees, and investors (collectively, the “Indemnified Parties”), harmless from and against any and all claims, legal actions, demands, controversies, disputes, liabilities, losses, expenses, costs and/or damages including, without limitation, reasonable attorneys’ fees and costs (collectively, “Claims”) arising out of or related to (a) any breach by you of any portion of these Terms of Service, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation of Service, (b) your data, content, or other materials provided by you to any third party, (c) the infringement, misappropriation or violation of any patent, copyright, trademark or other intellectual property rights or trade secrets, (d) any contractual or other relationship between you and any other third party, (e) your provision of inaccurate or incomplete information, (f) fees, fines, refunds, returns, chargebacks or other liabilities imposed by any payment processor or merchant, (g) your failure to timely file any tax information return or report, (h) any taxes, fees, penalties, fines, or losses, imposed on or incurred by any of the Indemnified Parties resulting from your use of the Services or any third party services, or anyone using your account on the Service or any applicable third party service, (j) any transactions, charges, disputes, refunds, reversals, claims and any associated fines, or (h) otherwise relating or arising from your access or use of the Website, Service or the Materials. You shall cooperate, at your expense, as reasonably requested by Company in the defense of all Claims. Company will promptly notify you of any such Claim subject to indemnification (provided, however, that the failure to deliver such notice shall not relieve you of your indemnification obligations hereunder, except to the extent of any material prejudice as a direct result of such failure) and Company will give reasonable assistance, at your sole cost and expense. Company reserves the right to assume sole control over defense and settlement of any matter subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. You shall not enter into any settlement or compromise of any such claim in the event such settlement or compromise imposes any liability or obligation on any Indemnified Party without the prior written consent of the applicable Indemnified Party. No Indemnified Party will not be responsible for any settlement it does not approve in writing.
  4. Entire Agreement and Amendment; Electronic Communications These Terms of Service, including the Privacy Policy, SLA & Service Credit Policy, constitute the entire agreement between Company and you with respect to the subject matter hereof but excluding any master service agreement or service order signed by you and Company. Any and all portions of the Terms of Service may be modified, amended, changed, added, or removed at any time and from time to time at the sole discretion of the Company. By using the Service, you consent to receiving certain electronic communications from us. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. You further consent to executing electronic signatures in connection with the Service and any Transactions and agree that any such electronic signatures will satisfy any legal requirements.
  5. Waiver No failure or delay on the part of Company to exercise any right, power or remedy under these Terms of Service shall operate as a waiver; nor shall any single or partial exercise by Company of any right, power or remedy under these Terms of Service preclude any other or further exercise of any right, power or remedy.
  6. Severability The provisions of these Terms of Service are intended to be severable. If for any reason any provision of these Terms of Service is held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
  7. Governing Law, Venue and Dispute Resolution These Terms of Service shall be interpreted, construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the state of California, excluding its choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods. All claims or actions arising out of or related to these Terms of Service and your use of this Website and the Materials shall be settled by final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Such arbitration shall be held in Los Angeles County, California before one arbitrator selected by mutual agreement of the parties or, absent such agreement, in accordance with the AAA rules. The arbitrator may not award any punitive damages. Any award of the arbitrator may be enforced in any court of competent jurisdiction. NOTWITHSTANDING THE DISPUTE RESOLUTION REQUIREMENTS SET FORTH ABOVE, FOR ANY INJUNCTIVE RELIEF RELATING TO YOUR ACCESS TO, OR USE OF, THIS WEBSITE YOU IRREVOCABLY AND UNCONDITIONALLY CONSENT TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA, UNITED STATES OF AMERICA.
  8. Customer Support. Phone and webform support is available from 7AM EST (Eastern Standard Time) to 5PM PST (Pacific Standard time), Monday through Friday, with reduced hours during holidays in the US. We accept webform support questions 24 Hours per Day x 7 Days per Week. Questions can be submitted at https://envio360.zendesk.com/hc/en-us/requests/new. We attempt to respond to webform support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.
  9. Notices. All notices, demands, or other communications to be given hereunder shall be in writing, shall be given either by personal delivery, confirmed facsimile, electronic mail with delivery receipt, or by certified mail, and shall be deemed to have been made when personally delivered, electronic mail delivery receipt received, or when sent by certified mail. For notices to you, we will send it to the email or address we have on file associated with your account and for notices to the Company, notices will be sent to the following address:

303 Perimeter Center N, Suite 120

Atlanta, GA 30346

Envio360 SLA & Service Credit Policy

  1. Service Level Commitment. We will use commercially reasonable efforts to provide a Monthly Uptime Percentage to you of at least 99.5% (“Service Level Commitment”).
  2. Service Credits. If we confirm there is a failure to meet a Service Level Commitment in a particular calendar month and you make a request for service credit within fifteen (15) days after the end of such calendar month, you will be entitled to a credit based on the monthly fees invoiced for the affected Service in the month experiencing such failure consistent with the Section 6 below (“Service Credit”). To receive a Service Credit, you must submit a ticket at https://envio360.zendesk.com/hc/en-us/requests/new with all fields fully and accurately completed and provide any other reasonably requested information or documentation. Our monitoring and logging infrastructure and Root Cause Analysis (RCA Reports) are the source of truth for determining Monthly Uptime Percentage, errors and whether we have met the Service Level Commitment. The aggregate maximum Service Credits applied to an invoice will not exceed 100% of the amount invoiced for the affected Service in that invoice billing period. We reserve the right to deny a Service Credit if you do not qualify for one.
  3. Exclusions. You will not be entitled to a Service Credit if you are in breach of the Terms. The Service Level Commitment will not include unavailability to the extent due to: (a) your use of the Service in a manner not authorized in the Terms or not in accordance with the applicable Documentation; (b) force majeure events or other factors outside of our reasonable control, including, without limitation, Internet access or related problems; (c) your equipment, software, network connections or other infrastructure; (d) Your Data or Your Materials whether provided by you or a third party including but not limited to Terminal Operating System, Gate System, Truck Management System; (e) third-party equipment, apps, add-ons, software or technology; (f) routine scheduled maintenance or reasonable emergency maintenance; (g) additional, specific limitations as described below; or (h) breach of Section 2 (Copyright and Restrictions on Use) of these Terms by any user in a manner that impacts the Service Level Commitment.
  4. Exclusive Remedies. Unless stated in your Service Order, Service Credits are your sole and exclusive remedy, and our sole and exclusive liability, for our failure to meet the Service Level Commitment.
  5. Definitions. All capitalized terms not otherwise defined are as set forth in the Terms of Service (“Terms”).
    • “Monthly Uptime Percentage” means 100% minus the percentage of Downtime minutes out of the total minutes, less any scheduled maintenance activity, in the relevant calendar month.
    • “Downtime” occurs when the Service is not accessible and there is a High or Severe Business Impact which is affecting multiple users.
    • “Applicable Monthly Service Fees” means the total fees actually paid by you for a Service that are applied to the month in which a Service Credit is owed.
    • “Incident” means (i) any single event, or (ii) any set of events, that result in an interruption of production service.
    • “Scheduled Downtime” means periods of Downtime related to network, hardware, or Service maintenance or upgrades. We will publish notice or notify you prior to the commencement of such Downtime and it will generally be on the weekend or after business hours.
    • “Service Level” means the performance metric(s) set forth in this SLA that we agree to meet in the delivery of the Services.

Service Specific Terms

Envio 360

Downtime: Any period of time when users are unable to connect to the Envio 360 API Service for freight orchestration, automated appointment setting and fee settlement.

Service Level Commitment:

Monthly Uptime Percentage

Service Credit

< 99.5%

10%

< 99%

15%

<97%

25%

<95%

50%

<90%

100%

Additional Limitations: Service Credits only apply to the container transaction fees charged by Envio 360. Envio 360 is not responsible for additional fees or penalties that are incurred by a user that are levied by any third party.