PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.


- AGREE: BY USING THE SERVICE OR CLICKING “AGREE” CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER IS AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF THEIR EMPLOYER, THEN CUSTOMER REPRESENTS AND WARRANTS THAT THEY HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR EMPLOYER’S BEHALF.


- CANCEL: IF CUSTOMER DOES NOT WANT TO AGREE TO THIS AGREEMENT CLICK “REJECT,” BUT THEN CUSTOMER CANNOT USE THE SERVICE.


This agreement is between HEKA Logiciel LLC, a Nevada corporation (3PL Freight), and the customer agreeing to these terms (Customer).


1.     SOFTWARE-AS-A-SERVICE. This agreement provides Customer access to and usage of an Internet based software service as specified on an online order, as further outlined at and at any other 3PL Freight website (collectively, the Service).


2.     USE OF SERVICE.


a.     Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between 3PL Freight and Customer (Customer Data). Customer grants 3PL Freight the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export its Customer Data as allowed by the Service.


b.     Contractor Access and Usage.Customer may allow its contractors to access the Services in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors.


c.     Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify 3PL Freight promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s online help videos and applicable law.


d.     Trial. If Customer has registered for a trial use of the Service, Customer may access the Service for the limited time period specified by 3PL Freight. The Service is provided AS IS, with no warranty during this time period. All Customer data will be deleted after the trial period, unless Customer converts its account to a paid Service.


e.     3PL Freight Support. 3PL Freight must provide customer support for the Service under the terms of 3PL Freight’s Customer Support Policy (Support) which is located at , and is incorporated into this agreement for all purposes.


3.     DISCLAIMER. THE SERVICE IS PROVIDED AS IS. 3PL FREIGHT DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE 3PL FREIGHT TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, 3PL FREIGHT DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.


4.     PAYMENT. Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.


5.     MUTUAL CONFIDENTIALITY.


a.     Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). 3PL Freight’s Confidential Information includes without limitation the Service, its user interface design and layout and the Software (defined below).


b.     Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.


c.     Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.


6.     3PL FREIGHT PROPERTY.


a.     Reservation of Rights. The software, workflow processes, user interface, designs, know-how, Software and other technologies provided by 3PL Freight as part of the Service are the proprietary property of 3PL Freight and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with 3PL Freight. Customer may not remove or modify any proprietary marking or restrictive legends in the Service or Software. 3PL Freight reserves all rights unless expressly granted in this agreement.


b.     Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service or the Software; or (vi) access the Service or use the Software to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.


c.     Local Client Software. Any local client software provided by 3PL Freight as part of the Service (Software) are licensed to Customer as follows: 3PL Freight grants Customer a non-exclusive, non-transferable license during the term of this agreement, to use and copy such Software, solely in connection with the Service.


d.     Aggregate Data. During and after the term of this agreement, 3PL Freight may use non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.


7.     TERM AND TERMINATION.


a.     Term. This agreement continues until all orders have terminated.


b.     Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.


c.     Return of Customer Data.


·     Within 30-days after termination, upon request 3PL Freight will make the Service available for Customer to export such data as provided in Section 2(a).


·     After such 30-day period, 3PL Freight has no obligation to maintain the Customer Data and may destroy it.


d.     Return 3PL Freight Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay 3PL Freight for any unpaid amounts, and destroy or return all property of 3PL Freight, including without limitation the Software. Upon 3PL Freight’s request, Customer will confirm in writing its compliance with this destruction or return requirement.


e.     Suspension for Violations of Law. 3PL Freight may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. 3PL Freight will attempt to contact Customer in advance.


8.     LIABILITY LIMIT.


a.     EXCLUSION OF INDIRECT DAMAGES. 3PL Freight is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.


b.    TOTAL LIMIT ON LIABILITY. 3PL Freight’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 12 month period prior to the event that gave rise to the liability.


9.    INDEMNITY.


a.    Defense of Third Party Claims. 3PL Freight will defend or settle any third party claim against Customer to the extent that such claim alleges that 3PL Freight technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies 3PL Freight of the claim in writing, cooperates with 3PL Freight in the defense, and allows 3PL Freight to solely control the defense or settlement of the claim. Costs. 3PL Freight will pay infringement claim defense costs incurred as part of its obligations above, and 3PL Freight negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then 3PL Freight may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If 3PL Freight determines that none of these are reasonably available, then 3PL Freight may terminate the Service and refund any prepaid and unused fees. Exclusions. 3PL Freight has no obligation for any claim arising from: 3PL Freight’s compliance with Customer’s specifications; A combination of the Service with other technology where the infringement would not occur but for the combination; Use of Customer Data; or Technology not provided by 3PL Freight. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND 3PL FREIGHT’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. b.     By Customer. If any third-party brings a claim against 3PL Freight related to Customer’s use of the Service, Customer must defend, indemnify and hold 3PL Freight harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.


10.     GOVERNING LAW AND FORUM. This agreement is governed by the laws of the State of Nevada (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Clark County, Nevada, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.


11.     OTHER TERMS.


a.     Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.


b.     No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.


c.     Feedback. By submitting ideas, suggestions or feedback to 3PL Freight regarding the Service, Customer agrees that such items submitted do not contain confidential or proprietary information; and Customer hereby grants 3PL Freight an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.


d.     Independent Contractors. The parties are independent contractors with respect to each other.


e.     Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events. f.     Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.


g.     No Additional Terms. 3PL Freight rejects additional or conflicting terms of any Customer form-purchasing document.


h.    Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.


i.    Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.