These Terms and Conditions (“Terms”) are a binding agreement between you and Chordant Europe Ltd (“Chordant,” “we,” “us,” or “our”), and govern your use of the oneTRANSPORT website service.oneTRANSPORT.io (“Site”), the oneTRANSPORT Platform (“Platform”), and all software and services that we offer through the Site and the Platform (collectively referred to as the “Services”). We are a private limited company registered under company number 11663632, which is located at 64 Great Eastern Street, London EC2A 3QR, England.
By accessing the Services you are accepting the Terms. If you do not agree with the Terms, please discontinue your use of any Services. Your continued use of the Services signifies your acceptance of the Terms.
You are not allowed to use the Services if you are under the age of 18. You affirm that you are at least 18 years old (or the age of majority where you live), and are competent and authorized to agree to and abide by these Terms. If you are not 18 years of age or older, please stop using the Services.
If you are entering into these Terms on behalf of an entity, you are not entering these terms in your individual capacity and you represent that you are authorised to bind such entity in legally binding obligations. You also represent that in opening the user account on behalf of the entity, that you have selected the true and accurate account attributes for the entity (e.g., category of entity, size of entity, etc.).
We may amend these Terms from time to time. The most current version will always be available at service.oneTRANSPORT.io/terms-of-use. If we believe an amendment is material, we will notify you by a notification through the Services and/or by e-mailing the e-mail address you provided to us, if you have provided one. By continuing to access or use the Services after an amendment becomes effective, you agree to be bound by the amended terms.
You are authorized to use the Services in accordance with these Terms and in accordance with the provisions of the applicable license governing the use of any data that you uploaded onto the Platform or downloaded from the Platform or otherwise acquired through the use of the Services (collectively, the "Content"). You agree that you will not duplicate, publish, modify, reverse engineer, create derivative works from, participate in the transfer of, post on the World Wide Web, attempt to extract the source code of that software, or in any way distribute or exploit the Services or Platform, or any portion of the Services or Platform, unless laws prohibit these restrictions or you have our written permission to do so. No rights or licenses in the Services or the Platform are granted or conveyed, except access rights as expressly set forth in this Section 4, whether expressly, by implication, estoppel, reliance or otherwise, all of which are specifically excluded and disclaimed.
Additionally, you agree that you (i) will not remove or alter any author, trademark, or other proprietary notice or legend displayed on the Services (or printed pages produced from the Services), and (ii) will not make modifications to Content other than Your Content or other than as permitted under these Terms and/or the terms of the license applicable to such Content.
With the exception of Your Content, the Content, any materials downloaded, and all intellectual property pertaining to or contained on the Services (including but not limited to copyrights, patents, database rights, graphics, designs, text, logos, trade dress, trademarks, and service marks) are owned by us or third parties that have granted us the rights to use them. All rights, title, and interest in these remain the property of Chordant, and/or such third-party owner, as applicable. All Content is protected by trade dress, copyright, patent, and trademark laws, various other intellectual property and unfair competition laws, as well as the terms of the applicable license governing such Content.
The Platform is not intended to serve as your exclusive backup or failover data service for the Content. It is your responsibility to maintain additional backup copies of, and failover services for any, Content stored on the Platform.
For any use other than accessing the Site, you will need to create a user account, as set forth in Section 7 below (the “Account”), and pay the fees associated with the Services that you would like to use. An explanation of the fees is set out in Section 6 below and, as you sign up for the Services, you can choose the type of use(s) and fee applicable to you. After you create your Account and agree to the applicable fees, you will be able to: upload and/or store Content as a User-Publisher and/or access and/or download Content as a User-Subscriber, all as described in this Section.
As a User Subscriber, you will be entitled to access the Platform and may be granted a license to certain Content in accordance with the terms of the relevant license applied to such Content (see below).
As a User Publisher, you will be entitled to the rights of any User Subscriber, and will also be able to upload Content subject to these Terms. When uploading Content, you will identify the applicable license that will govern the use of your Content by users of the Platform, if any. You will also determine whether your Content, or any portion thereof, will be accessible by users free of charge before they pay to access the Content.
We will have a binding contract with you to provide you with paid-for Services only once we have emailed you to confirm we accept your registration with the Services. Following receipt of this email, you will be permitted to access the Services.
You will be allowed to access and use the Services and Content until your subscription expires (if applicable) or you or we terminate these Terms as set forth in Section 15.
For the use of Services, as applicable, you will pay the fees set forth below in accordance with the options you will select when registering for your Account on the Platform. The details of your selections, and payments applicable thereto, will be confirmed to you via the e-mail address you provide. If online payment is an option and you select it, you will be required to provide an acceptable payment mechanism at the time of registration. Alternatively, an invoice will be sent to you by mail and any amounts owed by you for the immediately preceding month will be due and payable as set forth below. Each month, you will receive an itemized report containing all fees assessed to your account in the previous month. If you have selected online payment, you will be notified at the contact e-mail address provided by you when your report is available. Within ten (10) days of receipt of such report, the amount payable by you as specified in the report will be automatically debited from the payment mechanism you have provided.
If you have elected manual invoicing, payment will be due within 30 days of receipt of your billing statement. Please see Section 15 below for information about how to end your subscription.
Where you have registered for the Services, you may change your mind after your registration. You have 14 days after the day we email you to confirm we accept your registration with the Services, or until you start downloading or uploading Content if earlier than 14 days after confirmation, to tell us you want to change your mind. If you wish to exercise your right to change your mind and not use the Services, you may contact us at email@example.com.
If you downloaded Content immediately, and you agreed to this at the time of your registration, you will not have a right to change your mind. If you exercise any right you have to change your mind, we will refund you for your subscription by the method you used for payment for within 14 days of your telling us you have changed your mind. We will normally refund you in full but we may deduct from any refund an amount for the supply of a Service for the period for which it was supplied, ending with the time when you told us you had changed your mind.
Use of the Services may require the payment of the following fees, which will be identified and detailed during the sign-up process based on the type of user account you select:
In consideration for uploading Content for which you as a User Publisher set a Data Access Fee, you will be paid by Chordant the Data Access Fees received by Chordant on your behalf from other User Publishers or User Subscribers in consideration for the access or consumption of your data, minus a data hosting fee of 10% that will be retained by Chordant.
To the extent you upload Content for which you set a Data Access Fee, each month you will receive an itemized report that details the amount of Data Access Fees generated by such Content, and the amount of data hosting fees retained by Chordant. You will be notified at the contact e-mail address provided by you when this report is available. Your account will be credited for the Data Access Fees received by Chordant, less applicable data hosting fees, when such amounts are received by Chordant from the User Publishers and/or the User Subscribers that were billed for accessing your paid Content, but, in any event, no sooner than ten (10) days after your report has been posted. If you have elected manual invoicing, you will receive payment for such amount within 45 days of delivery of your itemized report.
If you sign up for the Platform as a Free User, you will not be entitled to consume any Content that is associated with a Data Access Fee and you will not be entitled to store or upload any Content to the Platform.
When creating an Account, you will provide to us true, accurate, current, and complete information. You will update the information about yourself and/or your entity promptly, and as necessary, to keep it current and accurate. You are responsible for any activity that occurs in your Account. Please keep it secure, protect it with a strong password, and do not share the password with anyone. If you think that someone has gained access to your Account, please contact us immediately at: firstname.lastname@example.org
We reserve the right, exercisable in our sole discretion, to disallow, cancel, remove, or reassign certain usernames, and may, with or without prior notice, suspend or terminate your account if activities occur on your account that we determine would or might: constitute a violation of these Terms, cause damage to or impair the Services, infringe or violate any third party rights, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, we may terminate your Account immediately without notice to you, and without any liability to you or any third party.
You undertake that any Content you upload complies with the terms of this Section 8, and with the Service use terms set forth in Section 9 below, and you will be liable for any loss or damage we suffer as a result of your breach of these obligations.
All users represent and warrant that:
Each User Publisher further represents, warrants, and agrees that:
In addition to the limitations in Section 8 above, you may not access or use the Services in a manner that:
In addition, you will not:
We will determine, in our discretion, whether there has been a breach of our acceptable use standards through your use of the Services, and we may take such action as we deem appropriate to prevent, end, or mitigate the impact of any breach we identify.
Failure to comply with these acceptable use standards constitutes a material breach of these Terms under which you are permitted to use the Services, and may result in our taking all or any of the following actions:
The responses described above are not limited, and we may take any other action we reasonably deem appropriate. We exclude and disclaim liability for actions taken in response to breaches of these acceptable use standards.
Any Content that you upload and store for use by User Subscribers shall be governed by the terms of the applicable license associated with such Content, including any restrictions on the usage or availability of such Content contained therein.
Except as set forth in the succeeding paragraph, any Content the provided by you shall be considered confidential and proprietary, and we agree to hold in confidence and to refrain from copying, distributing, disseminating or otherwise disclosing such terms to anyone unless approved by you, other than our employees who have a need to know such terms for the purposes of complying with obligations hereunder.
If you transmit or post such Content through the Services, you grant us a limited, non-exclusive, nontransferable and sub-licensable license to integrate or use the Content solely for the purposes of delivering the Content to your approved customer using the Marketplace. You grant us the right to disclose your name (but not any other personally identifiable information) to the publishers of any Content you download, as well as the amount of Content you downloaded from such publisher and when you downloaded such Content. We also have the right to disclose your identity to any third party that is claiming that any Content posted or uploaded by you to the Site or the Platform constitutes a violation of their intellectual property rights, or of their right to privacy. You own, and will continue to own, all right, title, and interest (including all intellectual property rights) in and to the Content. Nothing in these Terms will be deemed to grant, transfer or assign to us any right, title, interest or ownership of the Content, all of which is hereby expressly reserved by you or your suppliers.
The views expressed by other users on the Services do not represent our views or values. We have no obligation to verify or moderate Content, nor to edit any such information provided by you or other users, but we may access, review, screen, and delete Content at any time and for any reason, including if we think your Content violates these Terms. We do not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any third party information. We will not be responsible, or liable to any third party, for the content or accuracy of any user Content posted by you or any other user of the Services. You acknowledge that any reliance on such information will be at your own risk, and you remain responsible for the Content you create, upload, post, send, or store through the Services. We expressly disclaim and exclude our liability for any loss or damage arising from the use of any of the Services, or the viewing of any Content.
If you volunteer feedback or suggestions regarding the Site, the Platform, or the Services, we can use your ideas without compensating you.
We respect the intellectual property rights of others. If you believe any of your Content has been reproduced in a way that constitutes copyright infringement, you may notify our agent by providing the following information:
Upon obtaining such information, we will act expeditiously to remove, or disable access to, the material. Please be aware that there are substantial penalties for false claims. If a notice of copyright infringement has been wrongly filed against you, you may submit a counter notification to our agent. A valid counter notification is a written communication that incorporates the following:
Notices of the foregoing copyright issues should be sent as follows:
By Mail: Chordant Europe Ltd
200 Bellevue Parkway, Suite 300, Wilmington, DE 19809
Attn: General Counsel
By E-Mail: email@example.com
If you give notice of copyright infringement by e-mail, an agent may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action. This information should not be construed as legal advice.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we will also terminate a user’s Account if the user is determined to be a repeat infringer. Under the U.S. Digital Millennium Copyright Act and otherwise, our designated copyright agent for notice of alleged copyright infringement appearing on the Services is: Chordant Europe Ltd, 64 Great Eastern Street, Shoreditch, London EC2A 3QR, ATTN: General Counsel. For further information about the DMCA (where applicable), please visit the website of the United States Copyright Office at http://www.copyright.gov/onlinesp
Chordant makes no warranty whatsoever to you, express or implied, regarding the security of the Services, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the Services. You acknowledge and agree that you are solely responsible for maintaining the security of your devices. Chordant is not responsible for any losses resulting from the loss or theft of your device, or the loss or theft of your information transmitted from or stored on your devices.
Following an initial term of one (1) year, you may terminate these Terms at any time upon three (3) months advance written notice. If you wish to terminate these Terms before the initial one (1) year term expires, you may contact us at firstname.lastname@example.org. Such termination will be subject to the payment in full for the initial one (1) year term or the remainder of your then-current term, whichever is longer.
To the extent that you are receiving paid-for Services, you may also terminate these Terms immediately and you will no longer be subject to payment in full for the initial one (1) year term or the remainder of your then-current term where:
(b) we have told you about an error in the price or description of the Services you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the Services may be significantly delayed because of events outside our control;
((d) we have suspended supply of the Services for technical reasons, or notify you we are going to suspend it for technical reasons, in each case for a period of more than 30 days; or
(e) you have a legal right to end the contract because of something we have done wrong (such as where the Services are faulty or misdescribed).
In these cases, we will refund you in full for any Services that have not been provided and you may be entitled to additional compensation under applicable law, subject to Section 17 below.
Upon termination, your right to use the Services immediately ceases, and all Content that you stored on the Platform will be removed in due course by Chordant. Notwithstanding such termination, you may continue to use any Content that you downloaded, subject to the terms of the license to which you agreed in connection with accessing such Content.
To the extent that are we providing you with paid-for Services, we may terminate these terms and stop providing you with such Services at any time by writing to you where:
(x) you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
(y) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services; or
We may have to suspend the Services in order to deal with technical problems or make minor technical changes or update or modify the Services. To the extent that we are providing you with paid-for Services, we will notify you in advance wherever possible of scheduled maintenance of the Services and will contact you in advance to tell you if we will otherwise be suspending supply of such Services, unless the problem is urgent or an emergency.
If we have to suspend supply of the Services, other than for urgent or emergency matters and other than for scheduled maintenance, we will adjust the fees so that you do not pay for Services while supply is suspended. You may contact us to terminate these Terms if we suspend them, or tell you we are going to suspend them, in each case for a period of more than 30 days and we will refund any sums you have paid in advance for the Services in respect of the period after you terminate these Terms.
CHORDANT SHALL STRIVE TO MAKE THE SERVICES AVAILABLE TO THE USERS 24 HOURS PER DAY, 7 DAYS PER WEEK AT LEAST 99% OF THE TIME, IN ANY CALENDAR QUARTER EXCEPT FOR SCHEDULED MAINTENANCE OR UPGRADES AND EXCLUDING API INTERRUPTIONS. IF CHORDANT FALLS SIGNIFICANTLY BELOW THE AVAILABILITY AS SET FORTH ABOVE, AND IS UNABLE TO PROMPTLY TAKE STEPS TO ADDRESS THE ISSUE, YOU MAY TERMINATE THE AGREEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THIS PARAGRAPH CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INTERRUPTION, PARTIAL UNAVAILABILITY OR COMPLETE UNAVAILABILITY OF THE SERVICES.
Subject to the aforesaid, we may add or remove features, products, or functionalities, and we may also suspend or stop the Services altogether with (or, where notice is not possible,) without notice to you. To the maximum extent permitted by law you agree that you shall not be entitled to any compensation or remedy in connection with such termination of services, or for such addition or removal of features, products or functionalities provided that impact our general user base, but you will be entitled to terminate these Terms as set out above. You will have no further obligation to pay for the Services with the exception of payment for Services already received.
After the Terms have been terminated, both you and Chordant continue to be bound by Sections 3, 4, 10, 14 and 16-20 of the Terms.
OTHER THAN WITH RESPECT TO THE AVAILABILITY OF SERVICES AS SET FORTH IN SECTION 15 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT THE INFORMATION AND MATERIALS IN THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. CHORDANT DOES NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THIS INFORMATION OR MATERIAL, AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THEM. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT: (I) INFORMATION IN THE SERVICES IS ACCURATE OR COMPLETE; (II) THE FUNCTIONS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL BE ACCESSIBLE, COMPLETE, TIMELY, UNINTERRUPTED, OR ERROR-FREE; (III) THAT ANY MESSAGES YOU SEND THROUGH THE SERVICES WILL BE DELIVERED; OR (IV) YOUR ACCESS OR USE OF THE SERVICES WILL NOT RESULT IN ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM.
WITHOUT LIMITING THE FOREGOING TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND SUBJECT TO THE FOLLOWING SENTENCE, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT YOUR LEGAL RIGHTS WHERE IT WOULD BE UNLAWFUL TO DO SO, INCLUDING YOUR RIGHT TO RECEIVE CONTENT AND SERVICES THAT ARE AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU, OF SATISFACTORY QUALITY, FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US AND SUPPLIED WITH REASONABLE SKILL AND CARE.
The provisions of this Section apply up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the limitation of liability in contracts, and as a result the contents of this Section may not apply to you. Nothing in this Section is intended to limit any rights you may have that may not be lawfully limited.
IN NO EVENT WILL CHORDANT, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, OR LICENSORS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL EXPENSES OR DAMAGES ; LOSSES OF PROFITS, SALES, BUSINESS OR REVENUE; BUSINESS INTERRUPTION; LOSS OF ANTICIPATED SERVICES; LOSS OF BUSINESS OPPORTUNITY, DATA, USE, GOODWILL OR REPUTATION, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING IN CONNECTION WITH (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF CHORDANT OR OUR REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.
IN NO EVENT WILL CHORDANT’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF (A) $100 USD, OR (B) THE AMOUNT YOU PAID CHORDANT, PLUS THE AMOUNT CHORDANT WITHHELD BASED ON YOUR USE OF THE SERVICES, IF ANY, IN THE LAST 12 MONTHS.
CERTAIN PAYMENT SERVICES FOR THE SERVICE ARE PROVIDED BY WORLDPAY (UK) LIMITED. CHORDANT MAY ENGAGE OTHER THIRD PARTIES TO PROVIDE PAYMENT SERVICES FOR THE SERVICES IN THE FUTURE. CHORDANT DOES NOT STORE OR MAINTAIN YOUR PERSONAL PAYMENT INFORMATION AND IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL LIABILITY IN CONNECTION WITH, ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF ANY THIRD PARTY’S PAYMENT SERVICES.
NOTHING IN THIS SECTION 17 EXCLUDES OR LIMITS IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS; FOR FRAUD OR FRAUDULENT MISREPRESENTATION; FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO CONTENT AND SERVICES; OR OUR LIABILITY FOR FORESEEABLE LOSSES WHERE THESE MAY NOT LAWFULLY BE LIMITED OR EXCLUDED AND SAVE FOR THE FACT THAT IN NO EVENT WILL WE BE LIABLE FOR ANY BUSINESS LOSSES INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.
If you are not acting as a consumer, you agree, to the extent permitted by law, to indemnify, defend, and hold harmless Chordant, its affiliates, officers, directors, employees, agents, partners, representatives, and licensors (the “Indemnified Parties” and each an “Indemnified Party”) from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, due to, arising out of, or relating in any way to (i) any violation of these Terms (including negligent or wrongful conduct) by you, (ii) your access to or use of the Services, or (iii) information provided by you, including, without limitation, infringement by your Content of any third party intellectual property rights or infringement of any individual's privacy rights. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
Your use of these Services shall be governed in all respects by the laws of England, without regard to choice of law provisions. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to these Services shall be exclusively in the competent courts located in England, save to the extent that if you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts; if you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts; and if you live in the US, the federal district court for the judicial district in which your address is located.
If you have any questions about these Terms or the Services, please contact us at: email@example.com
The Terms were last modified on September 17, 2019