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USER AGREEMENT

THIS ONLINE SERVICE AGREEMENT ("AGREEMENT") IS BETWEEN EACH USER (ALSO REFERRED HEREINAFTER AS "CUSTOMERS", "CUSTOMER", "SUBSCRIBER", "YOU" AND/OR "YOUR"), AND "COUNTER FREIGHT" PVT. LTD. ("COMPANY", "CARGOX", "WE" and/or "OUR" ) REGARDING YOUR USE OF THE DOMAIN www.cargox.in



1.The Website.


The website (or "Domain" or "Portal") is owned and operated by Counter Freight Pvt. Ltd. This 'Terms of Service' ("Agreement") informs visitors and customers of the rules and policies that govern this website. We use the term "visitors" to include any person that accesses our website at any point on the site for any amount of time, unless designated otherwise. Visitors are expected to follow any posted guidelines or rules. Our Customer could either be an Shipper, Importer or a Forwarder. The Portal has two major Zones, with the access to a Zone reserved exclusively to Shiipers/Importers and the other Zone reserved exclusively for Forwarders.


2.Services.


CargoX provides a portal or a platform for facilitating forwarding and shipping services to be provided to Shipper/Importers desiring to ship Cargo by providing access to information and a neutral venue for enabling and facilitating transactions between Forwarders and Shippers/Importers at market determined prices for efficient forwarding services. The ‘Services’ include but are not limited to the digital auction house and clearinghouse service provided to Shippers/Importers and Forwarders all the services provided by the Domain and all the technology, processes, and materials used to deliver these Services.


3.CargoX is a Neutral Venue .


CargoX is not an Shipper/Importer, importer, carrier, forwarder or broker. We and our website function solely as a neutral venue and digital clearinghouse where two parties may agree on a price for a particular type of service. We are the neutral venue for this connection between an Shipper/Importer User and the Forwarder Users. We do not provide any endorsement for any Shipper/Importer User or any Forwarder User or their services. You acknowledge and agree that we do not provide the services and we are not in any way responsible for assisting you in any manner with your dealing with a Forwarder User for the provision of their services or for an Shipper/Importer and their dealings. We cannot and will not guarantee the ability of any Shipper/Importer Users to complete payment for any of the provided services. Furthermore, due to the difficulty of individual authentication, especially on the Internet, we cannot and will not in any manner verify or confirm the identity or ability of an Shipper/Importer User to pay for the provided services. You acknowledge and agree that any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to the services of a Forwarder User are not provided by CargoX and the transactions are specifically and solely between an Shipper/Importer User and a Forwarder User. We are not involved in the actual transaction between Shipper/Importers and Forwarders. As a result, we have no control over the quality, safety, or legality of the transactions that take place on our website, the accuracy of our listings, the ability of Forwarders to process the shipment of the Cargo, or the ability of Shipper/Importers to ship the items. We cannot ensure that a Shipper/Importer or Forwarder will actually complete a shipment


4.Acceptance of Terms

By submitting shipping information of any Cargo for inclusion in any auction; bidding for forwarding any Cargo in any auction; participating in any online auction; ordering for any other services or products from our web site, accessing or using any part of this web site, you agree that you have read, understand and agree to be bound by this agreement. If you do not agree to be bound by this agreement, do not access or participate in any auction or use any part of this web site.


Access to the online services and content provided on this Site (collectively referred to herein as the "Services") is subject to the Terms contained herein and is provided upon due execution of the Online Service Agreement with CargoX. Upon your filling up and submitting the form appearing hereafter on the website, CargoX will send you the Online Service Agreement to you for execution by you or your authorised representative. Please execute the agreement and return the same to us at the earliest along with the indicated supporting documents.


CargoX may amend the Terms of Service from time to time without notice to you, other than posting the amended Terms of Service to the Site. In addition, use of particular Services may be subject to additional terms and conditions that will be available in connection with such Services. Unless otherwise agreed to in writing between you and CargoX, the Terms of Services, as amended, shall govern your use of the Site and all Services. CargoX may email periodic reminders of its notices and Terms of Service, but you should check the Site frequently to see the current Agreement in effect and any changes that may have been made to it. All such guidelines or rules are hereby incorporated by reference into the Terms of Service.


This agreement is effective on November 1st, 2006 for all users



5.General Terms and Conditions of shipment


This clause incorporates the general terms and conditions of forwarders governing the shipment of a consignment. Any consignment being listed on CargoX is subject to these General Terms and Conditions of Shipment available on the website, which is incorporated in this Agreement by reference.



6.Registration to the Portal

Eligibility to access the services on the Portal is restricted to Persons legally competent to contract under the Indian Contract Act, 1872.


Registration is also restricted only to persons who hold all necessary regulatory permissions and licenses for exporting/importing goods and/or engaging in the business of Forwarders and Shippers/Importers and is not transferable.


Forwarders must have a valid IATA licence and an organized and established infrastructure for arranging collection and movement of cargoes to and from various locations in India and overseas and necessary registration with the Customs Authorities.


Shipper/Importers must have a valid Importer - Shipper Code Number issued by the competent authority notified by the Director General of Foreign Trade.


In order to use any of the Services, CargoX requires you to register either as a Forwarder or as an Shipper/Importer. On registration, you shall be allotted a Username and password. In registering, you agree to:




    (i)provide true, accurate, current and complete information as prompted by the applicable registration form including the authority to bind the registering business entity;


    (ii)maintain and promptly update the information;


    (iii)immediately notify CargoX of any unauthorized use of your password or account or any other breach of security; and


    (iv)ensure that you exit from your account at the end of each session.


    (v)you are responsible for maintaining the confidentiality of the user name and password, and are responsible for all activities that occur under your user name and password, whether or not authorized by you.




If you provide any information that is untrue, inaccurate, not current or incomplete, or if CargoX has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CargoX has the right to refuse any and all current or future use of the Services (or any portion thereof).


We reserve the absolute right to reject your participation, or remove you from your current participation, in the CargoX website at any time and for any reason or for no reason and without notice to you.


7.Provisions applicable to an Shipper/Importer User .

An Shipper/Importer User shall be obligated to complete the transaction with the bid winning Forwarder User even if only one valid bid is placed by a Forwarder for a shipment request, unless the transaction is prohibited by law or by this Agreement. By placing a shipment request, you agree to be bound by the conditions of the shipment request so long as those cargo details are not in violation of this Agreement or unlawful. The winning Forwarder User shall be entitled to inspect the Cargo before accepting it, and to refuse to transport any item prohibited by this Agreement or by law. We recommend that you do not seal any package before inspection by the winning Forwarder. CargoX does not screen or qualify Forwarder Users for compliance with central, state or local laws and regulations. If desired an Shipper/Importer may contact the winning Forwarder User directly before services are rendered by the Forwarder User.


8.Prohibited and Restricted Items

Prohibited Items:
Hazardous or dangerous goo


These are items that may pose a danger to health, safety, or property while being transported (such as explosives, radioactive materials, flammable gases and solids, and toxic substances). Hazardous goods that cannot be shipped through the mail or commercial carrier or transport are not allowed on CargoX. The few hazardous materials that lawfully may be transported under certain conditions (if they are properly packaged and labeled) may be listed on CargoX - provided that the listing contains a clear notice of the hazardous nature of the material and a description of the planned method of shipping that complies with the law

Restricted Items: Prohibited regulated or perishable goods.

These are items considered restricted or perishable by any authority which generally do not pose a danger to health, safety, or property while being transported, but their transport is regulated or banned for public policy reasons. Generally, restricted or perishable items that can lawfully be transported by mail or commercial carrier or transport are permitted on CargoX. Full responsibility rests with the Shipper/Importer User to comply with all applicable laws and regulations that relate to the shipment of hazardous, restricted and perishable material. Anyone Shipper/Importer User who sends, or causes to be sent, a prohibited or improperly packaged hazardous material can be subject to legal penalties (i.e., fines and/or imprisonment).


9.Provisions applicable to Forwarder Users.


You must legally be able to execute the shipments you bid on. You agree that it is your sole obligation to comply with all laws, rules, statutes and regulations that may apply including any and all local, state and central licensing requirements. You must understand that placing a bid implies acceptance of all terms and conditions mentioned on the shipment request form. Moreover if there are any further doubts and clarifications required, this should be obtained on the common message board before placing a bid. Any relevant documents could also be shared between the Shipper/Importer User and the Forwarder User through the My Documents section, via the common message board. You shall disclose to every Shipper/Importer User that you attempt to do business with your services offerings and relevant policies, procedures and fees that you will charge, including, but not limited to, taxes and/or other service charges. In the event, that you charge "extra fees" (and we are made aware of this fact), CargoX reserves the right to suspend or cancel your account at our sole discretion. If you bid on any shipment and your bid ends up as the winning bid, you are obligated to perform the services offered in your bid at the winning bid price. You authorize CargoX to deduct the CargoX match fee from your deposit balance


10.Auction Close


(i)An auction will be considered as successfully closed if:




    (a)CargoX receives at least one valid bid prior to the Auction Expiry Date i.e. the date and time (as specified by Shipper/Importer) beyond which bids shall not be accepted.

    (b)Any Bid is accepted by the Shipper/Importer within the Auction Expiry Date.



(ii)Notwithstanding the foregoing, a reserve auction will be considered as successfully closed if at least one bid below/at the Reserve Price is received prior to the Auction Expiry Date.


(iii)Immediately after any auction is successfully closed an e-mail is sent to both the Winning Forwarder and the Shipper/Importer providing each of them the particulars of the Cargo and the winning price bid and the other terms of transaction along with the contact information of the other party to enable them to get in touch with each other to fulfill the transaction. Please note that the contact information that will be sent out will be the information that is currently provided by the Users in their Registration Data on CargoX.


11.Margin Deposit and Match Fee


(i)Registration fees
(ii)Transaction / Match Fee


    (a)Currently there are no fees for listing any Cargo or any transaction fees payable by a User registered as an Shipper/Importer on CargoX.

    (b) Forwarders shall be charged a Transaction Fee of 2% of the Accepted Bid Price in the event of a Winning Bid. No fee shall be charged for placing a bid for a Cargo by a Forwarder.

    (c)CargoX reserves to change the fee structure at any time and the prevailing fee shall be applicable to all Users.

    (d)All fees are quoted in Indian Rupees (INR)

    (e)The Forwarder Customers will be liable to pay all applicable taxes and duties applicable to the Match fee such as Service tax, Value added tax etc.


(iii)Margin Deposit


    (a)On registering with the site as a Forwarder, you are required to deposit a margin deposit of a minimum amount of Rs.10000 as a refundable interest free deposit repayable on termination of membership within a period of 30 days from the date of termination after appropriation of all outstanding due from the User.

    (b)The Deposit shall be adjusted from time to time against Match Fees payable to CargoX and a minimum Margin Deposit of Rs. 2000/- shall be maintained by all Forwarder Users. In the event that the Margin deposit falls below the minimum deposit balance, an intimation shall be sent to User and the requisite amount shall become payable within a period of 7 (seven) days from the receipt of intimation, failing which, the registration of the User is liable to be suspended or cancelled by Cargo X.

    (c)Where the Margin Deposit maintained with CargoX is less than 2% of the Bid amount, the bid shall be declined by the system citing "Inadequate Balance".



(iv)Payment



    (a)All cheques shall be drawn in favour of "Counter Freight Pvt. Ltd."

    (b)If any Tax is deducted at Source on any Margin Deposits made to CargoX, the User will provide the Tax Deduction at Source certificate in a timely manner. Credit for the amount of tax deducted shall only be provided towards Margin Deposit only after receipt of the TDS certificate.

    (c)Any person registered as a User is responsible for all actions taken with the User ID and password allocated to the person, including all fees due from the User.


(v)Unpaid Fees.


    (a)You hereby expressly agree to pay any unpaid fees or Margin Deposits on demand along with any applicable interest, late payment penalties, attorney fees, and other costs of collection incurred by us with respect to any Unpaid Fees and Deposits if, for any reason, any fees have not been received or in any manner realized by CargoX on matches that have been completed by you for the services and any additional services performed by you.

    (b)You also consent and authorize us to in our sole discretion make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

    (c)You also irrevocably and expressly authorise Cargo X to debit any monies payable to CargoX from any account identified to CargoX for the purpose for any chargebacks, fees, costs, deductions, adjustments and any amounts payable to CargoX.

    (d)You hereby irrevocably and expressly authorise CargoX to withhold any monies and to credit any monies to any account identified to CargoX for the purpose.

    (e)You will indemnify, defend and hold us harmless for any claims, demands or causes of actions that we take toward any identified User account pursuant to this Section.


12.Taxes .


You are responsible for collecting and remitting any and all taxes associated with the transactions or use of this website


13.Intellectual Property and Title to Online Content


The CargoX website contains copyrighted material, inventions, know how, potential patentable business method material, design logos, phrases, names, logos or HTML Code ("Intellectual Property Content") all of which, unless otherwise indicated and/or provided pursuant to a third party license, are CargoX’s sole property and we retain all appurtenant rights, interests and title thereto. CargoX also claims ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance" and "graphic function" of this website including but not limited to its color combinations, sounds, layouts and designs. You agree and acknowledge that your use of this website does not confer upon you any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks and copyrights are held by their rightful owners. CargoX reserves the right to be identified as the owner of all works on this site.


14.Warranties of User .


(i)You expressly represent and warrant that:

    (a)You are solely responsible for all information provide by you to us or other Users in the registration or shipment process.

    (b)You will respect all copyrights of our documents by not uploading it, giving it to someone else, reselling it, or in anyway allowing someone else other than yourself to use it or possess a copy of it.

    (c)Your personal information and any shipment request or cargo listings are absolutely true, legal, accurate, and non-fraudulent.

    (d)You shall not provide contact information to other Users for the purpose of bypassing CargoX transaction fees.

    (e)Information shall not contain any viruses or other malicious ware that may damage or interfere with our website.

    (f)You shall not list any shipment request or cargo on our website that, by paying to us a match fee, could cause us to violate any applicable law, statute, ordinance or regulation, or that violates our Prohibited Items terms.

    (g) You are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that you post on the website, or;

    (h)You are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. To only that extent to allow us to use your communication, content and/or information and not violate your rights in the same, You grant to us a royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to exercise the copyright, publicity and database rights that you have in your communication, content and/or information.

    (i)you will not use your participation in the CargoX website as a means to sell or market any types of goods or products, unless specifically allowed by CargoX.

    (j)throughout the Term of this Agreement, you are and will remain in compliance with all domestic and international laws, statutes, ordinances and regulations, including without limitation, any governmental authorization necessary for you to contract with a foreign party for use of the Service and executing your obligations under this Agreement including bidding, shipping, transporting, and solicitation of offers to ship and transport cargo items. You shall comply with all applicable laws. You represent and warrant to us that you are fully knowledgeable regarding and will be responsible for any applicable governmental regulatory compliance matter.

    (k)should you have a dispute with one or more CargoX users, you hereby release CargoX, its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.




(ii)You further represent and warrant that any and all of your online communication, content and/or information:
  • Will not violate any central or state law, regulation, rule, or statute;
  • Will not violate the terms of this Agreement;
  • Will not infringe any third party's intellectual property rights including but not limited to copyright, patent or trademark rights;
  • Will not contain obscene, lewd, or suggestive content and under no circumstances will it contain pornography;
  • Will not be libelous, threatening, harassing or defamatory. This specifically includes making legal claims of any sort about CargoX employees, agents, other members, or the marketplace itself;
  • Will not contain any computer hardware or software, viruses, Trojan horses, worms, or any other computer programming that may interfere with the operation of our website, operation of any of our systems and or create or impose a large burden or load on our website;
  • Will not scan or test the vulnerability or security of our website or the system within which it operates;
  • Will not be used for commercial or public purposes outside of the requirements of this Agreement;
  • Will not create liability for us in any manner whatsoever;
  • Will not frame or link to our website without our written permission;
  • Will not involve the upload, or insertion of, any programming language or code into or onto, our website.


(iii)You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of information.


15.Disclaimers of CargoX


(i)Technical Warranties and Disclaimers

    (a)To the fullest extent permitted by law, your use of and access to the website and any material downloaded or otherwise obtained from the site is entirely at your own risk; the site's services are provided on an 'as is' and 'as available' basis.>

    (b)Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

    (c)CargoX is not responsible for the accuracy of or errors or omissions in any such programs, and CargoX does not warrant that the operation of any such programs will be uninterrupted or error-free, or that any defects in any such programs will be corrected. CargoX does not warrant that the content of its website will be error free.

    (d)While CargoX maintains procedures to protect information transmitted on this website, any communications via the Internet may be subject to breaches of security. CargoX is not responsible for any resulting damage to any visitor for any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, or any other technical or other malfunction during any transmissions. By sending any sensitive information over the Internet in connection with your use of this Site, you agree that CargoX will not have any liability if the applicable encryption technology fails to protect your information.

    (e)We cannot control the information and the listing of goods or services on the portal and therefore, disclaim any liability for the listing of unauthorised goods or services on the portal.

    (f)The linked sites are not under our control and we are not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site.

(ii)Substantive Warranties and Disclaimers


    (a)We do not provide any endorsement for the services of our Users, you acknowledge and agree that we do not provide the services and we are not in any way responsible for assisting you in any manner with your provision of the services.

    (b)We disclaim any warranty of the ability of members to provide the agreed upon service or to complete payment for any of the provided services


(iii)CargoX reserves its rights to all actions and remedies in connection with any monies owed to CargoX.
(iv)We hereby expressly disclaim any implied warranties imputed by the laws of any jurisdiction.

(v)CargoX shall use the information you supply to us in connection with our services in accordance with this Agreement.

(vi)CargoX website acts as a neutral and passive conduit for any and all communication and/or distribution of information.

(vii)CargoX has no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information.

(viii)CargoX does not and will not ensure the accuracy or reliability of such communication or information nor will we act as a monitor over the content of such communication for information.

(ix)CargoX reserves the absolute right to remove or restrict any communication or information that you may post to the website that is in violation of this Agreement, illegal, threatening, obscene or lewd.


16.Restraint on Use and Impermissible activities:


(i)Your right to use CargoX Services is personal to You and You may not:

    (a)reproduce, duplicate, copy, sell, or resell any portion of the Services, access to the Services, use of the services or make any other commercial use of these Services;

    (b)enter into any transaction, letter of intent or memorandum of understanding, written or verbal, formal or informal agreement, with a member, that circumvents or avoids our right to a Match Fee;

    (c)communicate or correspond, whether by written, verbal, or electronic means, with a member, for the purpose of entering into an agreement or transaction that circumvents or avoids our right to a Match Fee.

    (d)Ship hazardous substances and Goods that may not be shipped by mail or through forwarders as per the laws of the transacting parties should not be listed on CargoX.

    (e)Ship restricted items that may be transported but are of a hazardous nature may be listed on the site with a clear notice of the nature of the goods along with a description of an acceptable method of shipping that complies with the law.


(ii)CargoX may suspend or terminate your account if we suspect that you have engaged in any undesirable activity in connection with our website. Users may not manipulate the bid prices for any cargo or interfere with other User’s listings or transactions.


(iii)Undesirable and impermissible acts include:


A. Fees - You shall NOT:


    • Charge to, or in any way attempt to collect from Shipper/Importer Users, as an additional charge to the total amount agreed upon for the services, the CargoX Match Fee, or;

    • Charge Shipper/Importer Users a higher price (including taxes, service charges, or any other fees) than that which was agreed upon on the CargoX website (given that the particulars of the service requested are materially the same as those requested on the CargoX website). Your accepted bid price must include ANY and ALL charges, including any taxes, fees, etc.;

    • Represent or communicate to Users that you are to collect the CargoX Match Fee;

    • Cause another person or entity to engage in any conduct, act or behavior intended or designed to circumvent or avoid, in any manner, our right to the CargoX Match Fee;

    • Enter into any transaction, letter of intent or memorandum of understanding, written or verbal, formal or informal agreement, with a member, that circumvents or avoids our right to a Match Fee;

    • Communicate or correspond, whether by written, verbal, or electronic means, with a member, for the purpose of entering into an agreement or transaction that circumvents or avoids our right to a Match Fee.


B. Manipulating feedback - You acknowledge and agree that the CargoX website is a neutral venue and that all transactions for services are made by and between you and other Users only and, therefore, we can not, do not and will not make any comments on behalf of you or your services. As a consequence, you acknowledge that the key component and integrity of the website is the ability of Users to leave feedback about you and/or your services (whether positive, neutral or negative) AND for other Users to read and evaluate those feedback reviews and make voluntary choices based upon those feedbacks. Therefore, in order to preserve the key component and integrity of the website, you shall NOT:
• Improperly influence in any manner, or cause another to, improperly influence in any manner the feedback of the member;
• Post and/or cut and paste and/or copy the content of a member feedback review from the CargoX website to your own personal or business website, to any other third party web site and/or on any of your own personal, business or third party marketing/advertising materials regardless of the form;
• Post or attempt to post, in any manner or by any means, a feedback review on your own account.


17.Off-Site Communications.


CargoX prohibits offers by its Users to transport listed shipments, or to offer listed shipments for transport, outside of the CargoX site. Offers of this nature circumvent CargoX’s fee structure and are a potential fraud risk for both Shipper/Importers and Forwarders. Some examples of off-site offers include:

  • Entering personal contact information, such as website addresses, fax numbers, phone numbers or email addresses, in CargoX’s question and answer system, profile section, "Additional Information" sections, user ID, shipment listing, or shipment description.
  • Using personal contact information, such as website addresses, fax numbers, phone numbers, or email addresses, obtained through CargoX’s question and answer system, profile section, "Additional Information" section, user ID, shipment listing, or shipment description to offer to deliver a listed item off-site or to offer a shipment for delivery off-site

CargoX reserves its right to edit, amend, or delete any personal contact information that members submit on the website. CargoX reserves the right to suspend or delete the account of any member that attempts to make off-site communications or transactions.


18.Identity Verification



CargoX uses several techniques to help verify the identity of Forwarders and other service providers when they register or enroll with our website; however, CargoX cannot and will not confirm each Forwarders’ or other service provider's identity. CargoX has implemented a user-managed feedback system to help Users evaluate Forwarder Users and other Service Providers you are transacting with on CargoX website


19.Feedback


If any User undermines the integrity of Website or our feedback system in any way, or if you earn a net feedback rating of negative four (-4) or lower, your User Rights and/or access may be suspended. You acknowledge that your feedback consists of comments left by other CargoX Users and a composite feedback number compiled by CargoX. You agree that you will not use your CargoX feedback in any website, venue other than CargoX.


20.Confidentiality.


As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, we may disclose to you or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("Our Information"). You hereby acknowledge and agree that:


(i)any and all of our information is confidential and shall be our sole and exclusive intellectual property and proprietary information.

(ii)you will use Our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited.

(iii)our information is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of Our Information.

(iv)monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief, which shall be in addition to any and all remedies available to us in law.


21.Privacy


All information gathered from Visitors by this website will be governed by our Privacy Policy available on the website, which is incorporated in this Agreement by reference. If there is a conflict between the terms of this Agreement and our Privacy Policy, the terms of the Privacy Policy will prevail. Please carefully review our Privacy Policy to understand our collection, use and disclosure practices. Our current Privacy Policy is available at "LINK ATTACHED". Do not use this Portal if you have any concerns or if you object to your Information being used in the manner set out in the Privacy Policy


22.Non-solicitation


During the term of this agreement, you shall not solicit to hire nor hire our employees of whom you become aware of the through the performance of this Agreement. Furthermore, you shall not otherwise interfere with any of our other business relationships including those with our other Users.


23.Record Keeping/Audit


We reserve the right to keep all records of any and all transactions and communications between you and other Users for administration purposes.


24.Security


This Site uses encryption technology and security techniques to protect the information from access by unauthorized third parties. However CargoX cannot guarantee that the encryption technology will operate as intended or that a third party will not be able to access such information. We also do not guarantee uninterrupted or secure access to our system, as the operation of our website can be interrupted by numerous factors outside of our control.


25.Warranty and Limitation of Liability



(i)CargoX warrants that its services shall be performed by qualified personnel in a manner consistent with good practice in the industry. If CargoX breaches this warranty, it shall supply services to correct or replace the work at no charge.

(ii)THE REMEDIES SET FORTH IN THIS CLAUSE ARE CUSTOMER’S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. CargoX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT.

(iii)CargoX or its employees and agents and service providers will not be liable to you or any third party for any consequential, incidental, indirect, punitive or special damages (including damages relating to lost profits, lost data or loss of goodwill) however arising out of, relating to or connected with the use of the Portal or services provided by CargoX, based on any cause of action, even if advised of the possibility of such damages




26.Indemnity.


You agree to indemnify and hold CargoX and our officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your negligence, breach of this Agreement, or violation of any law or the rights of a third party.


27.Remedies.


Remedies for use of our website that violate this agreement include, but are not limited to, the immediate removal of any non compliant shipment information or listings, notifying all Users of non compliant actions, issuing of a warning, temporarily suspending use of any User, termination, and refusing to provide our services to a non compliant or defaulting User.


28.Termination


Either Party may terminate this Agreement with a 30 day notice to the other party. CargoX may also terminate this Agreement for

(i)breach of the terms and conditions of this Agreement by the User.

(ii)Fraudulent use of the website by User

(iii)Non-payment of dues

(iv)creation, maintenance and/or management of more than one account

(v)circumvention of the CargoX marketplace by you or by others at your direction

(vi)any attempt by you to improperly influence, or cause another to, improperly influence the feedback of members

(vii)any attempt by you to harass, or cause another to harass, or commit inappropriate communications with a member, employee, agent, or partner and/or a failure to deliver the promised services on time


The provisions relating to Restraint on Use, Indemnity, Exclusion of Warranty and Liability, Dispute Resolution, Force Majeure, Title to Content shall survive the termination of this Agreement.


29.No Agency


You hereby agree and acknowledge that your execution of this Agreement, your provision of services and/or your use of the CargoX website, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with CargoX and furthermore that no affiliation, association or connection exists between you and us.


30.Changes to these Terms of Service


The Company reserves the right to change these terms of service and by accessing or using the site after such changes have been made, users agree to abide by such changes. All modified terms and conditions shall take effect immediately after posting to the CargoX website. You agree and consent to any and all modified terms and conditions hereunder. This Agreement may not be modified, amended, and/or changed by you in any manner. Furthermore, you agree that we may modify this Agreement or discontinue our website at anytime and without notice and without any liability or responsibility to you.


31.Notices.


You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
You may give notice to CargoX via E-mail at contactus@cargox.in., by postal mail to 25A, Shakespeare Sarani, "The Legacy", 1st Floor, Kolkata -700017 or via facsimile to +91 33 2283 5870.


32.Entire Agreement


This Agreement states the entire agreement between the parties with respect to the Service, and all prior or contemporaneous agreements are merged herein and superseded hereby. Any rights not expressly granted herein are reserved.


33.Severability


In the event any provision, clause, sentence, phrase or word hereof or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase or word in any other circumstances.


34.Waiver


The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions.


35.Dispute Resolution.


Disputes between you and CargoX regarding our services should be reported to contactus@cargox.in . We will attempt to resolve any disputes you have with us. Because we are a neutral venue (as explained above), we are not responsible for resolving any disputes between you and other Users regarding services. All disputes must be resolved directly between you and members. Therefore, if we are contacted by a Customer who claims to have a dispute with you regarding the services and they request your contact information (including but not limited to any of your provided phone numbers and/or addresses) to settle the dispute, you expressly authorize us to release your provided contact information to the Customer and you agree to release us from any and all liability associated therewith. We encourage you to report all member-to-member disputes to law enforcement officials or any mediators for mediation, conciliators for conciliation or arbitration. We do not specifically endorse any such third party conciliation, mediation or arbitration. When appropriate, we also encourage you to report disputes involving fraud, theft, or other criminal activity to the appropriate law enforcement agencies.


36.Arbitration



Any legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by CargoX to collect our fees and/or recover damages for, or obtain an injunction relating to, the CargoX site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the Arbitration & Conciliation Act, 1996. The arbitration shall be conducted in Kolkata. The arbitration proceedings shall be in the English language.

37.Governing Law


These terms of service shall be governed by and interpreted in accordance with laws of the Republic of India as applicable in the State of West Bengal and shall be subject to the jurisdiction of the courts of Kolkata in the State of West Bengal, India.

I accept the User Agreement
 
 
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