TERMS AND CONDITIONS OF USE
Last Modified: March 25, 2016
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEB SITE. By using this web site and any web sites accessed through this web site that are owned and/or operated by Vanguard Logistics Services (USA), Inc. (collectively “Site”), you signify your agreement to these Terms and Conditions of Use (these “Terms and Conditions”). If you do not agree to these Terms and Conditions, do not, and you may not, use this Site. Any use of or access to the Site by anyone under 13 is strictly prohibited and in violation of these Terms and Conditions. Vanguard Logistics may modify these Terms and Conditions at any time, so you should review this page periodically. When we change these Terms and Conditions in a material manner, we will update the ‘Last Modified’ date at the top of this page and notify you in a manner of our choosing that material changes have been made to the Agreement. Your continued use of the Site after any such change constitutes your acceptance of the new terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Site.
We may, without prior notice, change the Site; stop providing the Site or features of the Site, to you or to users generally; or create usage limits for the Site. We may permanently or temporarily terminate or suspend your access to the Site without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms and Conditions, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms and Conditions.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Restrictions On Use of the Site
This Site is copyright protected. Any textual or graphic material, files, and images you copy, print, or download are licensed to you by Vanguard Logistics Services (USA), Inc. dba Vanguard Logistics Services and/or its parents, subsidiaries, and affiliates ("Vanguard Logistics"). You may not change, alter, amend, or delete any copyright, trademark or other proprietary materials or notices.
Vanguard Logistics does not transfer either the title or the intellectual property rights to this Site or any materials contained herein and Vanguard Logistics retains full and complete intellectual property rights. You may not sell, redistribute or reproduce any portions of the materials on this Site, nor may you decompile, reverse engineer, disassemble or otherwise alter the Site or its materials. You may use the Site only as permitted by the features of the Site, and Vanguard Logistics may revoke this right at any time for any reason. All trademarks and logos are owned by Vanguard Logistics and you may not copy or use them in any manner.
You further agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to the Vanguard Logistics servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Vanguard Logistics grants the operators of public search engines revocable permission to use spiders to copy publically available materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Site; (vii) collecting or harvesting any personally identifiable information, including account names, from the Site; (viii) using the Site for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Site; (xi) accessing any content on the Site through any technology or means other than those provided or authorized by the Site; or (xii) bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.
This Site is controlled and operated by Vanguard Logistics from its offices within the State of California, United States of America. Vanguard Logistics makes no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this Site is subject to U.S. export controls. No software from this Site may be downloaded or otherwise exported or reexported into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods or to anyone on the U.S. Treasury Department's list of Specially Designated National or the U.S. Commerce Department's Table of Deny Orders. By using this Site or its software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
You acknowledge and agree that any portions or parts of the Site that can be accessed only through your use of a password, and all related computer software and documentation are proprietary and confidential information of Vanguard Logistics. You shall protect such confidential information and shall not disclose such confidential information to any third party without the prior express written approval of Vanguard Logistics.
Content You Provide to Us
Some areas of the Site may allow you to post, provide, submit, or otherwise make available to Vanguard Logistics certain content or other information (“User Content”). We claim no ownership rights over your User Content. By posting, providing, submitting, or otherwise making available to Vanguard Logistics such User Content, you hereby grant, and represent and warrant that you have all rights necessary to grant, to Vanguard Logistics a royalty-free, sublicensable, transferable, perpetual, irrevocable, nonexclusive, worldwide license to use, reproduce, modify, perform, display, make derivative works of, and otherwise use your User Content, in whole or in part, in order to provide the features and functionalities of the Site.
Disclaimers and Limitation of Liability
As a user of this Site, you assume the responsibility for the selection of the Site and its functions as being appropriate for your purposes. You understand and agree that: (i) you are solely responsible for the content and accuracy of all reports and documents prepared from this Site; (ii) using the Site does not relieve you of any contractual or other obligations concerning the preparation and review of such reports and documents; and (iii) you will review any calculations made by using the Site and satisfy yourself that those calculations are correct.
You are solely responsible for the accuracy of all information and materials provided by you in connection with your use of this Site and for determining and evaluating the accuracy, feasibility, suitability, legal compliance, safety, and efficacy of all materials produced through or relating to your use of this Site, including without limitation, load plans, weights, cargo mix, cargo distribution, cargo descriptions, identifications, seals, and transportation documents (including but not limited to bills of lading, waybills, and airway bills).
THIS SITE AND ALL ASPECTS THEREOF ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. VANGUARD LOGISTICS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT OR OTHER MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, VANGUARD LOGISTICS SHALL UNDER NO CIRCUMSTANCES BE OR BECOME LIABLE FOR ANY LOSS, DAMAGE, FINES OR PENALTIES INCURRED BY YOU ARISING OUT OF OR RELATING TO: (A) LOSS OR DAMAGE TO CARGO, VESSELS, OTHER CONVEYANCES, OR OTHER REAL OR PERSONAL PROPERTY OF WHATEVER KIND (UNLESS CAUSED BY VANGUARD LOGISTICS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT); (B) PERSONAL INJURY OR DEATH (UNLESS CAUSED BY VANGUARD LOGISTICS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT); (C) FINES OR PENALTIES IMPOSED BY ANY GOVERNMENTAL AGENCIES OR AGENCIES ACTING UNDER AUTHORITY OF A GOVERNMENT; (D) DEMURRAGE OR DETENTION OR SIMILAR CHARGES; (E) LOSS OR DAMAGE ARISING OUT OF DELAY, HOWSOEVER CAUSED; OR (F) LOSS OR CORRUPTION OF ANY ELECTRONIC OR OTHER DATA HOWSOEVER CAUSED.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VANGUARD LOGISTICS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VANGUARD LOGISTICS DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION CONTAINED ON THIS SITE. VANGUARD LOGISTICS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS AVAILABLE ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MATERIALS, THIS SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT VANGUARD LOGISTICS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR AND CORRECTION.
UNDER NO CIRCUMSTANCES SHALL VANGUARD LOGISTICS BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR ANY DOWNLOADED MATERIALS, EVEN IF VANGUARD LOGISTICS OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VANGUARD LOGISTICS’ TOTAL LIABILITY TO YOU FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, OR OTHERWISE) EXCEED THE SUM OF US$100.00.
Although the Site and its software have been prepared with reasonable skill and care, Vanguard Logistics does not warrant that the Site or the software shall be free from all known viruses or that the Site or software will work correctly in all circumstances. Vanguard Logistics has no duty or policy to update any information, software, or statements contained on this Site and, therefore, such information, software, or statements should not be relied upon as being current as of the date you access this Site. Moreover, any portion of the materials available on this Site may include technical inaccuracies or typographical errors. Changes may be made from time to time, without notice to you, with respect to the materials available on this Site, the software, and any other items accessible on this Site.
You agree to defend, protect, indemnify, and hold harmless Vanguard Logistics from and against any and all claims, causes of action, or liabilities (including without limitation, claims for property damage, personal injury, or death), damages, fines, and costs (including attorneys’ fees), arising out of or related in any way to: (i) your use of this Site or any data, content, or materials transmitted, received, or produced thereby; (ii) your violation of any term of these Terms and Conditions, including without limitation your breach of any of the representations and warranties set forth above; (iii) your violation of any third-party right, including without limitation any intellectual property, privacy, or other proprietary right; (iv) your violation of any applicable law, rule, or regulation; (v) User Content or any content that is submitted via your account, including without limitation misleading, false, or inaccurate information; (vi) your negligence, gross negligence, or willful misconduct; or (vii) any other party’s access to or use of the Site with your unique username, password, or other appropriate security code.
Links to Other Web Sites
Vanguard Logistics makes no representation whatsoever regarding the content of any other web sites which you may access from this Site. When you access a non-Vanguard Logistics web site, you understand and agree that it is independent from Vanguard Logistics and that Vanguard Logistics has no control over the content on that web site. A link to a non-Vanguard Logistics web site does not mean that Vanguard Logistics endorses or accepts any responsibility for the content or use of such web site.
Should any viewer of the Site or user of data, content, or materials produced through this Site contact Vanguard Logistics with information including feedback data, such as questions, comments, suggestions, or the like regarding the Site, or the content of any item, such information shall be deemed to be non-confidential and Vanguard Logistics shall have no obligation of any kind with respect to such information. In addition, Vanguard Logistics shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works, and distribute the information to others without limitation, and to authorize others to do the same. Further, Vanguard Logistics shall be free to use any ideas, concepts, know-how, or techniques contained in such information for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and other items incorporating such information. This paragraph is not intended to apply to any personal information about you (such as name, mailing address and e-mail address), the use of which will be governed by Vanguard Logistics’ Privacy Statement.
In consideration of Vanguard Logistics’ continuing efforts to enhance and improve these products and to respond to feedback from users, you agree to transfer such ideas, concepts, know-how, and techniques to Vanguard Logistics without any compensation. You agree to execute any and all documents that Vanguard Logistics may reasonably request in connection with confirming Vanguard Logistics’ ownership of and unlimited right to use such ideas, concepts, know-how and techniques.
These Terms and Conditions are effective unless and until terminated by either Vanguard Logistics or you. You may terminate these Terms and Conditions at any time by no longer using this Site, provided that all prior uses of this Site shall be governed by these Terms and Conditions. Vanguard Logistics may terminate these Terms and Conditions at any time and without notice, and accordingly deny you access to this Site, in Vanguard Logistics’ sole discretion for any reason, including your failure to comply with any term or provision of these Terms and Conditions. Upon any termination of these Terms and Conditions by either you or Vanguard Logistics, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the terms of these Terms and Conditions or otherwise.
Choice of Law and Severability
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California in the United States, without regard to principles of conflict of law. These Terms and Conditions shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions shall continue in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
Arbitration and Class Action/Jury Trial Waiver
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM VANGUARD LOGISTICS. For any dispute with Vanguard Logistics, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Vanguard Logistics has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms and Conditions, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Los Angeles County, California, unless you and Vanguard Logistics agree otherwise. If you are using the Site for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Vanguard Logistics from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND VANGUARD LOGISTICS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
No failure or delay of either party to exercise any rights or remedies under these Terms and Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of the same or other rights or remedies preclude any further or other exercise of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be constructed as a waiver thereof with respect to any other circumstances.
The parties declare that they have required that these Terms and Conditions and all documents related hereto, either present or future, be drawn up in the English language only.
These Terms and Conditions constitute the entire agreement between Vanguard Logistics and you with respect to the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the parties with respect to such subject matter.
Vanguard Logistics shall not be liable for, and shall be excused from, any failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including but not limited to, work stoppages, shortages, civil disturbances, terrorist actions, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, natural disasters or other acts of God.
To the fullest extent permitted by law, if you are located in a member state of the European Union, you hereby waive all notices, acknowledgments of receipt and confirmations relative to contracting by electronic means that may be required as implemented in your jurisdiction in respect of these Terms and Conditions and your use of the Site.
Please contact us at firstname.lastname@example.org with any questions regarding these Terms and Conditions.
Acceptance of Terms and Conditions
If you accept these Terms and Conditions, please press “Accept” to proceed to this Site.