CX NORTH AMERICA INFORMATION SERVICES Inc
TERMS & CONDITIONS
By using or visiting our applications, you indicate that you accept these Terms (and any additional terms and EULA which expressly apply to services and information provided by third parties which are displayed on our applications) and that you agree to abide by them and any of our policies which are incorporated by reference.
IMPORTANT NOTICE: Our applications and mobile applications enable users to connect with other users for the purpose of contracting with one another, but users make such connections and/or enter into such contracts at their own risk. Where you use our Application(s) to engage or to be engaged by, another user for the provision of services, you and the other user will enter into a contract directly with each other for the provision and receipt of such services. CX North America Information Services Inc is not a party to that contract, and users will be separately responsible and liable to one another under the terms of that contract. You may expressly discharge CX North America Information Services Inc for any and all liability that may arise from your use of such connections or any third party applications or services.
Certain areas of our Applications are available only to registered users. These Terms apply at all times to all users. If you do not agree to these Terms, please refrain from using our Applications.
1. Information About Us
- 1.1 Our Applications are operated by CX North America Information Services Inc (“We”).
- 1.2 For the purposes of these Terms, CX North America Information Services Inc shall include all subsidiary, holding group or associated/affiliated companies to it.
2. Accessing Our Applications
- 2.1 Access to our Applications is permitted in accordance with these Terms on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Applications without notice (see below). We will not be liable if for any reason our Applications are unavailable at any time or for any period.
- 2.2 From time to time, we may restrict access to some parts of some or all of our Applications, or an entire Application, to some or all users, whether or not they have registered with us.
- 2.3 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms, you agree that you shall not use identification codes or passwords of another person without permission.
- 2.4 You must comply with the provisions of our acceptable use policy at http://cxnamerica.com/acceptable-usage-policy
- 2.5 You are responsible for making all arrangements necessary for you to have access to our Applications. You are also responsible for ensuring that all persons who access our Applications through your internet connection are aware of these Terms, and that they comply with them.
- 2.6 You must notify us immediately of any breach of security or unauthorized use of your account or information. We will not be liable for your losses caused by any such unauthorized use. You may be liable to us for our losses or those of others due to unauthorized use.
3. Subscription Fees
- 3.1 In consideration of us providing you with access to our Applications in accordance with clause 13 of these Terms, you shall pay the Subscription Fees as set out in your subscription package (“the Subscription Fees”).
- 3.2 Your invoice and any other applicable invoices including but not restricted to your renewal invoice shall be issued by us in a timely manner and we shall use reasonable efforts to contact you by email or telephone prior to the expiry of your subscription period or any renewal thereof.
- 3.3 You shall pay each invoice to us, in full and immediately available funds, no later than the renewal date of your subscription, without deduction or set-off, in accordance with clause 13.1.3.
- 3.4 Without prejudice to any other right or remedy that we may have, if you fail to pay the Subscription Fees by their due date in immediately available funds, we may suspend your access to the Applications until payment has been made in full.
- 3.5 Should you make payment for the subscription or any of our services using electronic means of fund transfer, the Subscription Fees shall be payable without deduction, set-off, counterclaim or withholding (other than any deduction or withholding of tax as required by law).
4. Intellectual Property Rights
- 4.1 Except as set out herein, we are the owner or the licensee of the content including but not limited to domain names, text, software, scripts, graphics, photos, sounds, interactive features and the copyright of our Applications (the “Content”). Our Content is provided AS IS and may not be used, copied, reproduced or exploited without prior written consent, except as contemplated herein.
All other intellectual property rights used in our Applications are owned by their respective third party holders and we do not give anyone permission (whether express or implied) to use such intellectual property rights. Such use may constitute an infringement of the holder’s rights.
- 4.2 Works published on our Applications by identified contributors (“Submissions”) are protected by copyright laws and treaties around the world. All such rights are reserved.
- 4.3 You may print copies and may download extracts, of any page(s) from our Applications for your personal reference and you may draw the attention of others within your organization to material posted on our Applications.
- 4.4 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video, our member directory or audio sequences or any graphics separately from any accompanying text.
- 4.5 Our status (and that of any identified contributors) as the authors of Content or Submissions on our Applications must always be acknowledged.
- 4.6 You must not use any part of the Content or Submissions for commercial purposes without obtaining a licence to do so from us, our licensors or the applicable identified contributors.
- 4.8 You agree not to circumvent, disable or otherwise interfere with security related features of the Applications or features that restrict use or copying of Content or Submissions or which enforce limitations in the use of our Applications, Content or Submissions.
5. Reliance on Information Posted
- 5.1 We do not endorse any Submissions or any advice, opinions or recommendations therein.
- 5.2 Commentary and other materials posted on our Applications are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from Submissions or any reliance placed on Submissions or by any visitor to our Applications, or by anyone who may be informed of any of the contents of our Applications.
- 5.3 You understand that when using our Applications you will be exposed to Submissions in a variety of sources and we are not responsible for and make no warranty concerning the accuracy, usefulness, safety or intellectual property rights of or relating to Submissions.
6. Our Applications Change Regularly
- 6.1 We aim to update our Applications regularly and may change the content at any time. If the need arises, we may suspend access to our Applications, or close it or any part of it indefinitely. Any of the material on our Applications may be out of date at any given time, and we are under no obligation to update such material.
7. Our Liability
- 7.1 The material displayed on our Applications is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
- a. All conditions, warranties and other terms which might otherwise be implied by statute, common law, international convention, or the law of equity.
- b. Any liability for any direct, indirect, punitive, special or consequential loss or damage incurred by any user in connection with our Applications or in connection with the use, inability to use, or results of the use of our Applications, any web applications linked to it and any materials posted on it, including, without limitation any liability for:
- i. loss of income or revenue;
- ii. loss of business;
- iii. loss of profits or contracts;
- iv. loss of anticipated savings;
- v. loss of data;
- vi. loss of goodwill;
- vii. wasted management or office time; and
- viii. for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
- 7.2 This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
- 7.3 You must notify CX North America Information Services Inc immediately if anyone makes or threatens to make a claim against you relating directly or indirectly to your use of our Applications.
8. Transactions Concluded Through Our Applications
- 8.1 For the express avoidance of any doubt, we do not endorse and we are not responsible for any product or service advertised, offered or procured by or from any third party through our Applications or any hyper-linked webapplication and we are not responsible in any way for the provision of services by one user to another and you hereby agree that we are not liable for any loss or damage suffered by you in the course of providing or receiving services procured via our Applications. YOU HEREBY RELEASE AND HOLD US (OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) HARMLESS FROM ANY SUCH CLAIM, LOSS OR DAMAGE OR ANY LIABILITY IN RELATION TO A DISPUTE WITH ANOTHER USER (INCLUDING BUT NOT LIMITED TO ALL LEGAL COSTS RELATED THERETO).
9. Information About You & Your Visits to Our Applications
- 9.2 By using our Applications, you consent to such processing and you warrant that all data provided by you is accurate.
- 9.3 We collect geo-location data from different sources including, but not limited to our mobile application, integrated third party fleet telematics and data entered by our users (collectively “Geo-location Data”).
- 9.4 You acknowledge and agree that we may transmit, collect, maintain, process and use such Geo-location Data to provide the services described in our Applications.
- 9.5 Further, you acknowledge and agree that we may use your Geo-location Data, strictly in anonymized and aggregated form, for any purpose, including for the purpose of improving the services that we offer, for analysis of routes and journeys and for the creation of reports. We may share any such anonymized Geo-location Data with third parties.
10. Material Uploaded to Our Applications
- 10.1 Whenever you make use of a feature that allows you to upload material to our Applications, or to make contact with other users of our Applications (each also a “Submission”), you must comply with the content standards set out in our acceptable use policy at http://cxnamerica.com/acceptable-usage-policy
You warrant that all Submissions comply with those standards, and you indemnify us for any breach of that warranty.
- 10.2 You hereby grant us a non-exclusive, perpetual, non-terminable, transferable, sub-licensable and royalty-free licence to process and use all Submissions (and any and all intellectual property rights therein) for the purpose of providing our services, as described in the Application(s) and in anonymized form for the purposes described in clause 9.5 of these Terms.
- 10.3 We are not responsible for the content or accuracy of any materials posted by users and we cannot guarantee confidentiality of any Submissions.
- 10.4 We have the right to remove any Submission if, in our opinion, such Submission is made in breach of these Terms.
- 10.5 We make no warranty concerning functionality of any software required to upload Submissions and you hereby waive any legal or equitable right or remedy you may have against us for the use thereof, as applicable.
11. Prohibited Uses
- 11.1 CX North America Information Services Inc prohibits any use of our Applications and you agree not to use our Applications for any of the following:
- a. Posting any incomplete, false information or information which you know or ought to have known is inaccurate.
- b. Deleting or revising any information posted by any other person or entity.
- 11.2 If you have registered and use a password, you must not allow third parties access to any area of our Applications which is restricted to a password user or disclose to or share the password with any third parties or use the password for any purpose.
- 11.3 Copying or adapting any computer code in any of our Applications that CX North America Information Services Inc creates to generate its pages.
- 11.4 Posting any information which is obscene and/or defamatory.
- 11.5 Posting any information or documentation which is, in our sole discretion excessively long.
- 11.6 The sale of subscriptions to any of our services by unauthorized persons is strictly prohibited, without prejudice to any other rights and remedies that we may have against you and you shall immediately be liable to pay to us an amount equal to any sums that you will have received as a result of such resale.
- 11.7 Should you share your account details with any other subscriber, without prejudice to any other rights and remedies that we may have, you shall immediately be liable to pay us an amount equal to any sums that the party that you have shared your account details with would have been charged had such sharing not occurred.
12. Viruses, Hacking & Other Offenses
- 12.1 You must not misuse our Applications by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmfu You must not attempt to gain unauthorized access to our Applications, the server on which our Applications are stored or any server, computer or database connected to our Applications. You must not attack our Applications via a denial-of-service attack or a distributed denial-of service attack. You will not use or launch any automated system that accesses our Applications in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period using a conventional on-line web browser.
- 12.2 By breaching the provisions of this Article 12, you may commit a criminal offence under the Computer Misuse Act 1990 and other applicable law. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Applications will cease immediately.
- 12.3 We will not be liable for any loss or damage caused by a distributed denial-of- service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Applications or to your downloading of any material posted on it, or on any webapplication linked to it.
13. Subscription to Our Applications
- 13.1 A legally binding contract between CX North America Information Services Inc and any subscriber to our Applications shall only arise when:-
- a. the subscriber has provided such information as CX North America Information Services Inc may reasonably require to complete the registration and validation process;
- b. the subscriber has selected which subscription package it requires;
- c. CX North America Information Services Inc has received an advance payment from the subscriber for the minimum subscription period applicable at that time (or such other period as CX North America Information Services Inc may agree), or has agreed in writing to provide services in advance of receiving payment.
- 13.2 CX North America Information Services Inc will not disclose to any third party such personal information without the prior written consent of the subscriber except to the extent necessary or appropriate to comply with applicable laws or in legal proceedings where such personal information is relevant.
- 13.3 CX North America Information Services Inc may use information interpreted from Cookies in order to preserve the integrity of the subscriber’s password and username and may also use the Cookies for statistical analysis.
- 13.4 Any refund of pre-paid subscription fees before the expiration of the minimum subscription period selected by the subscriber are at the sole discretion of CX North America Information Services Inc; in the event that CX North America Information Services Inc agrees to a refund either in whole or part, this will apply to the whole months unused only and a cancellation fee will apply which will be deducted from the refund cheque to cover the administration, set-up and support costs incurred by CX North America Information Services Inc.
14. Validation of A Subscriber
- 14.1 In order to complete its subscription to our Applications, the subscriber must be validated by CX North America Information Services Inc. If you have not completed or have failed this validation process, you shall not be subscribed to our Applications.
- 14.2 To enable CX North America Information Services Inc to undertake the validation you must supply the following (which is not exhaustive):
- a. Copies of insurance details including but not limited to all vehicle insurance policies, Goods in Transit policies, public liability and employer’s liability policies, professional indemnity policies, and such other policies as CX North America Information Services Inc may from time to time request.
- b. A copy of all relevant licenses including but not limited to operating licences and ISO9001 registrations.
- 14.3 In the event that you fail to deliver any of the above required documents, or in the sole discretion of CX North America Information Services Inc such documentation is deemed not be satisfactory, CX North America Information Services Inc shall not allow you to complete registration to our Applications.
15. Renewal of Subscription
- 15.1 When a subscription period expires, CX North America Information Services Inc will invite subscribers to renew their subscription to our Applications.
- 15.2 A new legally binding contract between CX North America Information Services Inc and a subscriber shall only arise when:
- a. the subscriber has selected which subscription package it requires;
- b. CX North America Information Services Inc has received a further advance payment for the subscriber for a further minimum subscription period applicable at that time (or such other period as CX North America Information Services Inc may agree);
- c. the subscriber has provided details of any changes, renewals or additions to any documents referred to in clause 8 or has confirmed that the details it provided upon its initial subscription still subsist and are up to date.
- 15.3 In the event that the subscriber does not renew its subscription CX North America Information Services Inc may treat the original contract as terminated except as specifically contemplated in Article 21.
- 16.1 Depending on which subscription package a subscriber selects, the subscriber may be awarded a CX North America Information Services Inc and Feedback Rating.
- 16.2 This Accreditation and Feedback Rating shall be displayed on our Applications together with such information relating to the subscriber as CX North America Information Services Inc may reasonably require for publication, as detailed on the relevant Application(s) (“Profile Information”).
- 16.3 The subscriber hereby grants CX North America Information Services Inc a licence to display such Profile Information on our Applications and to use any intellectual property rights connected with such information, as and when applicable.
- 16.4 The subscriber shall use reasonable endeavours to ensure that all the data displayed in relation to the subscriber, including the Accreditations and Feedback Rating is accurate, correct and up to date and shall indemnify CX North America Information Services Inc for any losses incurred by CX North America Information Services Inc or a third party in relation to any error, omission or inaccuracy.
17. Availability of Our Applications
- 17.1 CX North America Information Services Inc shall use its reasonable endeavours to ensure continuous accessibility of our Applications and associated services but does not accept any liability arising from any errors omissions interruptions or delays or any ongoing obligation to operate our Applications and associated services howsoever caused.
- 17.2 CX North America Information Services Inc in its absolute discretion may vary the specification of our Applications and associated services at any time without notice.
18. Linking to Our Applications
- 18.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
- 18.2 You must not establish a link from any webapplication that is not owned by you.
- 18.3 Our Applications must not be framed on any other application, nor may you create a link to any part of our Applications other than the home page. We reserve the right to withdraw linking permission without not The webapplication from which you are linking must comply in all respects with the content standards set out in our acceptable use policy at http://cxnamerica.com/acceptable-usage-policy
- 18.4 If you wish to make any use of material on our Applications other than that set out above, please address your request to the postal address to be found on our web applications.
19. Links From Our Applications
- 19.1 Where our Applications contain links to other applications and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those applications or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
- 20.1 You hereby indemnify and hold CX North America Information Services Inc and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against all direct or indirect losses, claims, liabilities, damages, costs and expenses (including without limitation legal costs; loss of goodwill or business opportunities; special, consequential, punitive damages; and loss of profits, revenue or income) arising from (i) any third party claim in relation to any Submission that you upload, post or e-mail on or through our Applications, or (ii) your use of our Applications, or (iii) your breach of the provisions of these Terms. The terms of this Article 20 shall survive termination of expiration of any subscription, for any reason.
- 21.1 CX North America Information Services Inc reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to issuing a warning, temporary suspension of the subscribers password, indefinite suspension, and immediate termination of registration and/or any other service provided to you by CX North America Information Services Inc upon any breach of these Terms or if CX North America Information Services Inc is unable to verify or authenticate any information submitted by a you to our Applications in connection with registration or otherwise.
- 21.2 Without affecting any other right or remedy available to it, CX North America Information Services Inc may, without notice, terminate your subscription with immediate effect, if, 30 days after the renewal date of your subscription, you have failed to pay any amount due to us in cleared funds.
- 21.3 Rights and remedies available to us in the event of the termination of a subscription under this Article 21 shall include but are not limited to removal of Accreditation and Feedback Rating.
- 21.4 This Article 21 shall survive any termination or expiration of any subscription for any reason whatsoever.
22. Jurisdiction & Applicable Law
- 24.1 A waiver by either party of a right or remedy under these Terms is only effective if given in writing (in the case of a waiver by us, by an officer of CX North America Information Services Inc), and shall not be taken or held to be a waiver in respect of any subsequent breach of default.
- 24.2 Neither party shall be under any liability whatsoever to the other party for any non-performance, defective performance or delay in performance of any of its obligations under these Terms where such delay is caused directly or indirectly by an act of God or by any other event or circumstance beyond the reasonable control of that party.
- 24.3 These Terms constitute the entire agreement between the parties and supersede and extinguish all previous drafts, agreements, arrangements and understanding between them, whether written or oral, relating to its subject matter. Neither party shall have any remedies in respect of any representation or warranty not set out in these Terms.
- 24.4 You may not assign any of your rights or obligations under these Terms without our prior written consent.
- 24.5 If any part of any provision of these Terms is found to be invalid, illegal or unenforceable, then that part shall be deemed to be deleted and the remainder of such provision and all other provisions of these Terms shall remain valid and enforceable.
Last updated: January 2017
You may contact CX North America Information Services Inc. at the following address:
CX North America Information Services Inc.
1608 Sylvestre Drive