Terms and Conditions
Last Updated: August 10, 2022
These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Tamille Holdings, Inc. dba Carrier Software (“Company”, “we”, “us”, or “our”), concerning your access to and use of our websites, products and services (“Services”) as well as any other media form, media channel, mobile website or mobile application related, linked or otherwise connected thereto (collectively, the “Solution”).
This Solution is offered and available to users who are 18 years of age or older. By using this Solution, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Solution.
You agree that by accessing the Solution, you have read, understood, and agree to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SOLUTION AND MUST DISCONTINUE USE IMMEDIATELY.
1. Agreement to Terms and Conditions
Supplemental terms and conditions or documents that may be posted on the Solution from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. It is your responsibility to review these Terms and Conditions periodically to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Solution after the date such revised Terms and Conditions are posted.
Information on the Solution is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, persons who choose to access the Solution from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Solution is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA) and similar regulations). If your interactions are subject to such regulations and laws, you may not use this Solution. You may not use the Solution in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
Accounts and access to the Solution are allowed at our discretion. Ineligible businesses that attempt to obtain accounts will get blocked and are unable to access to the Solution. We only allow accounts for companies that are based in the United States, Canada, or England. We only allow accounts for motor carriers, insurance carriers, insurance agents, managing general agents, general agents and other professionals who provide services to the commercial motor carrier industry. We monitor account activity and block unauthorized access attempts from data centers, proxy servers, anonymizing VPNs, SD-WANs and foreign countries. The Solution is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use the Solution.
You will need to register and provide information about yourself and company (“Registration Information”). You represent and warrant that: (a) all Registration Information provided is true, accurate, current, and complete; and (b) you will maintain and update the Registration Information to keep it true, accurate, current, and complete. You will also have to provide username and password credentials to access the Solution and Services (“Account”). It is possible that Account credentials may be provided to you by an Account administrator who also manages your Account. You are responsible for all activity that occurs with your Account and credentials.
You agree to maintain the confidentiality and security of your Account information and credentials. You agree not to create, provide or share Account credentials with any person. If other users at your company need access to Solution, contact Carrier for additional user accounts that, within reason, will be provided. You further agree not to allow access to your Account by any person that is not with your company, including individuals at related companies, affiliated entities, our competitors. Individuals from outsourcing services that may perform work for you are classified by us as a third party and not your employees. We do not permit anyone deemed by us as a third party to access your Account or use the Solution or Services without our express written permission. You agree to notify us immediately about any actual or suspected unauthorized use of your Account. At our discretion, we may assess you a $1,000 penalty for each unauthorized access to your Account by a third party that used your Account without our permission. You understand and agree you must provide us with a verifiable physical address that is not a P.O. Box or virtual address (UPS store, location that provides mailbox service, digital mailbox address, coworking space, executive suite, virtual office) in order to be granted and maintain an Account.
We maintain and archive many different data sets, including proprietary information and data provided to us by FMCSA and other state and government agencies. The data provided and made available by FMCSA is released at different intervals throughout the week and month. It is subject to FMCSA release schedules we do not control. We update FMCSA data on the Solution as quickly as the data is provided. There are times FMCSA has technical difficulties that interfere with them releasing data. There are also times FMCSA has mistakes, inconsistencies, errors, and omissions in the data that is released. You understand and agree that is also something we cannot prevent or control. FMCSA data is made available to you on our Solution as it was provided or made available to us by FMCSA. We source and rely on data and algorithms provided by FMCSA. Our Inspection Selection System (ISS) scores are estimates of the actual ISS Scores because some of the information needed for accurate calculation of ISS scores is unavailable to Carrier. We calculate BASIC scores for commercial motor carriers following the SMS Methodology since FMCSA stopped releasing data about BASIC scores to the public in November 2015. FMCSA data is provided to you “AS IS” and you further agree we are not liable for its accuracy, timeliness or how it affects your business.
2. Changes to Solution
We are constantly improving our Solution. We may change, suspend or discontinue any aspect of our Solution at any time. In the event of a material change that permanently, materially diminishes your use of the Solution, you are entitled to change or terminate your subscription by providing written notice. We may also impose limits or restrictions on some aspect of the Solution, features or content or restrict your access to all or part of our Solution any time at our discretion without notice.
3. Intellectual Property Rights
We protect and enforce our intellectual property rights. Unless otherwise indicated, the Solution is our proprietary property. Our intellectual property portfolio consists of all trademarks, patents, trade dress, trade secrets, analyses, cohort analyses, source code, data, databases, data compilations, functionality, software, schemas, file formats, copy, designs, systems, methods, processes, graphics, charts, audio, video, text, photographs and graphics on the Solution (collectively, the “Content”) and the trademarks, service marks and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.
The Content and the Marks are provided on the Solution “AS IS” for your information and use only. Except as expressly provided in these Terms and Conditions, no part of the Solution and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Solution, you are granted a limited license to access and use the Solution and to download or print a copy of any portion of the Content to which you have properly gained access solely for use by you on behalf of your company. We reserve all rights not expressly granted to you in and to the Solution, the Content and the Marks.
4. User Representations
By using the Solution, you represent and warrant that: (1) all information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such information as necessary; (3) you have the legal capacity and you agree to comply with these Terms and Conditions; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Solution through automated or non-human means, whether through a bot, script or otherwise, unless expressly authorized in writing in advance by Carrier; (6) you will not use the Solution for any illegal or unauthorized purpose; and (7) your use of the Solution will not violate any applicable law or regulation.
If you provide information that is untrue or abusive, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Solution (or any portion thereof) and Services.
5. User Account
You are required to submit your contact information to obtain a user account for the Solution you would like to access. We reserve the right to decline to provide a user account, in our sole discretion, to anyone or any company that we deem not acceptable. When you are issued a username and password for the Solution, you agree to keep that information confidential and will be responsible for all use of your account and credentials. You agree to not share your user account credentials with any other people. We reserve the right to remove, reclaim or change a username or password if we determine, in our sole discretion, that such login credentials do not meet our security standards or are inappropriate or otherwise objectionable.
6. Fees and Payment
There is fee to access our Solutions. Billing may be monthly, quarterly, semi-annually, or annually. You may also be able to purchase upgrades to the Solution during a subscription period. You agree to provide current, complete, and accurate purchase and account information for all purchases made. You further agree to update account and payment information promptly, including email address and payment card details, so we can complete your transactions and contact you as needed. We may charge you through an online payment system. Sales tax, if applicable, may be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
You agree to pay all charges or fees at the prices then in effect, and you authorize us to charge your chosen payment provider for any such amounts. If your account is subject to recurring charges, and you consent to us charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation at least 30 days prior to the next billing cycle. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
Please contact us if you are dissatisfied, want to cancel your account or change certain Services. All charges are non-proratable and non-refundable. You can cancel your account any time by providing us 30 days written notice of cancellation. Cancellation will be effective at the end of the current billing period. Accounts and use of certain Services and access to the Solution are allowed at our discretion.
8. Prohibited Activities
You may not access or use the Solution for any purpose other than that for which we make the Solution available. The Solution may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Sharing account information or allowing anyone not with your company to sign in to your account will result in account cancellation without notice.
As a user of the Solution, you agree not to:
1. Systematically retrieve data or other content from the Solution to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Circumvent, disable, or otherwise interfere with security-related features of the Solution, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Solution and/or the Content contained therein.
3. Engage in unauthorized framing of or linking to the Solution.
4. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information, such as login credentials.
5. Make improper use of our support services or submit false reports.
6. Engage in any automated use of the Solution including scraping or using any data mining techniques, robots or similar data gathering and extraction tools or methods, such as using scripts to send comments, messages, and requests designed to check or retrieve data or information.
7. Interfere with, disrupt or create any undue burden or overhead on the Solution, infrastructure, networks or services connected to the Solution.
8. Use any information obtained from the Solution in order to harass, abuse or harm another person or business.
9. Use the Solution as part of any effort to compete with us or otherwise use the Solution and/or the Content for any revenue-generating endeavor or commercial enterprise, without prior written consent by Carrier.
10. Decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Solution.
11. Attempt to bypass any measures of the Solution designed to prevent or restrict access to the Solution, or any portion of the Solution.
12. Harass, annoy, intimidate or threaten any of our employees or agents engaged in providing any portion of the Solution to you or providing customer support to you.
13. Delete the copyright, trademark or other proprietary rights notice from any Content.
15. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s use and enjoyment of the Solution or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation or maintenance of the Solution.
16. Except as what may be the result of standard search engine or browser usage, use, launch, develop or distribute any automated system, except with prior writing authorization by Carrier.
17. Disparage, tarnish or otherwise harm, in our opinion, us and/or the Solution.
18. Use the Solution in a manner inconsistent with any applicable laws or regulations.
Any use of the Solution in violation of the foregoing violates these Terms and Conditions and may result in, among other things, immediate termination or suspension of your account without notice and the inability to access or use the Solution on a permanent basis.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information regarding the Solution (“Submissions”) provided by you to us either verbally or in writing are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
10. Third-Party Websites and Content
The Solution may contain (or you may be sent via the Solution) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites may include but are not limited to FMCSA, FHWA, Safer System, CSA/SMS, TX DMV, and MailJet websites. Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Solution or any Third-Party Content posted on, available through, or installed from the Solution, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Solution and access the Third-Party Website or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms and Conditions no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Solution or relating to any applications you use or install from the Solution. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
We may allow advertisers to display advertisements and other information in certain areas of the Solution. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Solution and any services provided on the Solution or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Solution, including, but not limited to, intellectual property rights, publicity rights and contractual rights. Advertisers and advertisements are allowed at our discretion.
12. Solution Management
We reserve the right, but not the obligation, to: (1) monitor the Solution for violations of these Terms and Conditions; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Solution or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Solution in a manner designed to protect our rights and property and facilitate functionality of the Solution.
14. Term and Termination
These Terms and Conditions shall remain in full force and effect while you use the Solution. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SOLUTION (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SOLUTION OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering for, requesting, or creating a new account under your name, a fake or borrowed name or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
15. Modifications and Interruptions
We reserve the right to change, modify or remove contents of the Solution at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Solution. We also reserve the right to modify or discontinue all or part of the Solution without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension or discontinuance of the Solution.
Even though we designed our systems, networks, security and infrastructure for resilience and redundancy, planned for and take every measure possible to ensure Solution availability and access, we cannot guarantee the Solution will be available or accessible at all times to everyone. There may be issues and circumstances beyond our control. We may also experience cyber attacks, hardware, software, or other problems or need to perform maintenance related to the Solution, resulting in interruptions, delays or errors. We reserve the right to change, revise, update, suspend, discontinue or otherwise modify the Solution at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage or inconvenience caused by your inability to access or use the Solution during any downtime or discontinuance of Services. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Solution or to supply any corrections, updates or releases in connection therewith.
16. Governing Law
These Terms and Conditions and your use of the Solution are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made, without regard to its conflict of law principles.
17. Dispute Resolution
If we have to pursue legal action against you to enforce these Terms and Conditions, or any other violations, you expressly agree to bear the costs of such enforcement, including all attorneys’ fees and court costs.
To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms and Conditions (each “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website adr.org.
Arbitration fees and your share of compensation shall be governed by AAA Consumer Rules and, where appropriate, limited by AAA Consumer Rules. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in New Castle County, Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in state court located in New Castle County, Delaware or federal court located in New Castle County, Delaware, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions.
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Solution that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the information on the Solution at any time without prior notice.
THE SOLUTION IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SOLUTION AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SOLUTION AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SOLUTION’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SOLUTION AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SOLUTION, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOLUTION, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOLUTION BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOLUTION. WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SOLUTION, ANY HYPERLINKED WEBSITE OR ANY WEBSITE OR MOBILE APPLICATION FEATURED, OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
20. Limitations of Liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SOLUTION, INCLUDING BUT NOT LIMITED TO HIRING DECISIONS OR CARRIER SELECTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE ONE (1) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees from and against any loss, damage, liability, claim or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Solution; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Solution with whom you connected via the Solution. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
22. User Data
We maintain certain data you transmit to the Solution for managing the performance of the Solution, as well as data relating to your use of the Solution. Although we perform regular routine backups of data, including remote storage and disaster recovery, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Solution. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of data.
23. Electronic Communications, Transactions and Signatures
Visiting the Solution, sending us emails and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures and other communications we provide to you electronically, via email and on the Solution, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SOLUTION. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
24. California Users and Residents
If any complaint from users and residents of California is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs.
These Terms and Conditions and any policies posted on the Solution or in respect to the Solution constitute the entire agreement and understanding between you and us and supersede any prior or contemporaneous communication (whether oral, written or electronic) between you and us regarding the Solution and Services. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Solution. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
If YOU have any questions about CARRIER’s Terms and Conditions, please contact CARRIER at 1.800.646.5152 or info@CarrierSoftware.com.