1. General.

The following terms and conditions, together with any documents expressly incorporated by reference (collectively, the “Terms of Use”), are entered into by and between you and KPI Logistics, Inc. (the “Company,” “KPI Logistics,” “we,” or “us”). The Terms of Use governs your access to and use of this Website. The term “Website,” as used herein, includes www.kpilogistics.com and those websites which are owned and operated on behalf of KPI Logistics, if any.

  1. Acceptance of the Terms of Use

Please read the Terms of Use carefully before using the Website. This Website is available for your use on the condition that you agree to this Terms of Use. By accessing, browsing or otherwise using (hereinafter collectively, “using”) the Website, you and any person or entity acting on your behalf or for which you act as an agent, employee or representative (collectively, “you” or “your”) accept and agree to be bound and abide by the Terms of Use. By using this Website, you further acknowledge and represent that you are 18 years of age or older, and that you have the authority to enter into a legally binding relationship, whether it is on behalf of another person or entity, to the same Term of Use without any limitation or qualification. The Terms of Use shall become effective immediately upon your first use of this Website. If you do not agree to the Terms of Use, you are not authorized to access, browse or otherwise use this Website.

KPI Logistics reserves the right to alter, change, or modify the terms and conditions contained in the Terms of Use at any time. Any such change or modification shall become effective when posted on this Website. By continuing to use this Website after any changes or modifications to the Terms of Use, you agree to be legally bound by the Terms of Use as amended. You are expected to check this Terms of Use periodically so you are aware of the amended Terms of Use to which you are legally bound.

  1. Access and Security

KPI Logistics reserves the right to terminate your right to use this Website at any time and effective immediately, including but not limited to, disabling any username, password or other identifier, for violation of any part of the Terms of Use. In the event of such termination, the restrictions on your use of the material on this Website, including but not limited to paragraph 4 (titled “Intellectual Property Rights; Restrictions on Use of Information and Content”) shall survive such termination, and you will continue to be bound by those terms.

KPI Logistics reserves the right to withdraw this Website and any service or material we provide on this Website in our sole discretion without notice. KPI Logistics may restrict access to some parts of the Website, or the entire Website, to users, including registered users (defined below).

As part of this Website, KPI Logistics offers its clients the ability to view and monitor certain information pertaining to their respective accounts and transactions with KPI Logistics. To access such account, you (a “registered user”) choose, or are provided with, a use name, password or any other information as part of our security procedures. You will be required to use such username and password each time you access the portal. You agree to treat such information as confidential. You agree not to disclose such information to any other person or entity and agree not to provide any other person or entity with access to this Website or portions of it using such information. You agree to notify KPI Logistics immediately at info@kpilogistics.com of any breach of security, including, without limitation, unauthorized access to or use of your username and password. You agree to ensure that you exit from your account at the end of each session.

You agree that all information you provide to KPI Logistics on the Website is correct, current and complete. You agree that all information you provide on this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy located on the Website. By using this Website, you consent to all actions we take with respect to your information consistent with our Privacy Policy.

  1. Intellectual Property Rights; Restrictions on Use of Information and Content

All information and content provided on this Website, whether explicitly marked or not, including but not limited to, text, graphics, image, software, displays, and the design, selection and arrangement thereof, is owned by KPI Logistics, its licensors or other providers of such material, and is subject to US and international copyright and unfair competition laws.

Without the prior written permission of KPI Logistics, you may not copy, reproduce, download, upload, post, store, broadcast, transmit, distribute, publish, republish or otherwise use any information, software, or content provided on this Website in any form or by any means for any commercial use whatsoever. However, the Terms of Use permits you to copy, reproduce, download, upload, post, store, broadcast, transmit, distribute, publish, republish or otherwise use any information, software, content or the Marks provided on this Website for personal, non-commercial use only; provided, however, that you do not modify or otherwise alter any information or content, and that you maintain any and all copyright or intellectual property notices intact with any information or content from this Website.

No right, title or interest in or to this Website or any information or content on this Website is transferred to you, and all rights not expressly granted are reserved by KPI Logistics. Any use of this Website not expressly permitted by the Terms of Use is a breach of the Terms of Use and may violate copyright, trademark, intellectual property, unfair competition or other applicable law. KPI Logistics may seek injunctive or other equitable relief to protect its intellectual property rights, including its Marks, in any court of competent jurisdiction.

  1. Trademarks

All trademarks, service marks, and trade names, whether explicitly marked or not, used on this Website, including KPI Logistics’ name, logos, service and material names, and designs on this Website (collectively, the “Marks”) are owned by or licensed to KPI Logistics or its licensors, and are subject to applicable law, including but not limited to trademark and unfair competition laws.

Any use of the Marks, information or content provided on this Website that does not comport with the Terms of Use shall be an unauthorized use and you shall be subject to civil and criminal penalties as provided by applicable law.

  1. Prohibited Use

You agree to use this Website, and any content or information thereof, only for lawful purposes and in accordance with the Terms of Use. In addition to other prohibited use described in the Terms of Use, you agree not to use this Website, and any content or information thereof:

  • To violate any applicable federal, state, local law or regulation in any way;
  • To transmit, or procedure the sending of, any advertising or promotional material without prior written consent of KPI Logistics, including any “junk mail,” “spam,” or any other similar solicitation;
  • To engage in any conduct that restricts or inhibits anyone’s use of the Website, or which may harm KPI Logistics or users of the Website or expose them to liability;
  • To monitor or copy any of the material on this Website or for any other unauthorized purpose without prior written consent of KPI Logistics;
  • To gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any serve, computer or database connected to the Website;
  • To introduce viruses, spyware, worms or other material which is malicious or technologically harmful to this Website; and
  • To interfere with the proper working of this Website.
  1. Submissions

Should you send any data such as comments, feedback, notes, messages, suggestions, questions or other communications (collectively “Communications”) to KPI Logistics, such Communications shall be and continue to be the exclusive property of KPI Logistics. You agree to release, and to the extent such release is not permitted, assign, any and all rights, interests, and titles you may have in such Communications to KPI Logistics. Such Communications will not be confidential, and KPI Logistics will be entitled to use, reproduce, disclose, publish or distribute any Communications for any purpose whatsoever to others without any limitation or restriction, including but not limited to, using any ideas, concepts or techniques contained in such Communications to develop and market its business.

  1. Disclaimer; No Liability

You acknowledge and agree that your use of this Website, its content and information, and any services obtained through this Website is at your own risk.

KPI Logistics do not make any warranty or representation with respect to the completeness, security, reliability quality, accuracy or availability of the Website. Without limiting the foregoing, KPI Logistics further do not represent or warrant that this Website, its content or any services obtained through this Website will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that this Website or the server that makes it available are free of viruses or other harmful components, or that any services listed on or accessed through this Website will be available for use or not withdrawn at any time

This Website, its content and information, and any services obtained through this Website are provided on an “as is” and “as available” basis. KPI Logistics hereby disclaims all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The foregoing provision does not affect any warranties which cannot be excluded or limited under applicable law.

KPI Logistics will not, under any circumstances, be liable for damages of any kind, arising out of or in connection with your use, or inability to use, this Website and any content of this Website, including any direct, indirect, incidental, punitive, special and/or consequential damages, including but not limited to, any lost profits, loss of prospective economic advantage, business interruption, use, goodwill, or data, or other otherwise arising out of the use, misuse of or inability to use this Website or the information, content, documents or software thereof, whether caused by tort (including negligence), breach of contract, or otherwise, even if KPI Logistics is aware of the possibility of such damages or for any claim by a third party.

Content posted on this Website is not a representation or warranty by KPI Logistics that such services will be available to you. You agree to contact a representative of KPI Logistics at (866) 365-7025 to ensure that such services are available for you.

  1. Geographical Restriction

This Website is intended for use only by persons located in the United States. KPI Logistics makes no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you agree to do so on your own initiative and are responsible for compliance with any applicable law.

  1. Dispute Resolution – Arbitration.

10.1 General. Any claim or dispute (excluding claims for injunctive or other equitable relief) arising out of or related to the Terms of Use or your use of this Website, whether based on statute, tort, contract, common law or otherwise (“Dispute”), shall be determined by binding arbitration in accordance with paragraph 10. The arbitrator shall determine all questions of arbitrability, including the scope of this Terms of Use to arbitrate and the subject matter of the Dispute. Unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association, but without regard to any portions thereof which require administration by such association; a copy of the Commercial Arbitration Rules of the American Arbitration Association is available at www.adr.og. You are giving up your right to go to court to assert or defend your rights; instead your rights will be determined by a neutral arbitrator and not a judge or jury. Notwithstanding the foregoing, KPI Logistics may seek injunctive or other equitable relief to protect its intellectual property rights, including the Marks, in any court of competent jurisdiction.

10.2 Notice; Selection of Arbitrator. Any party desiring arbitration in connection with any Dispute relating to the Terms of Use shall serve notice upon the other party, together with written identification of a person designated by the party sending the notice to serve as an arbitrator. If the person so designated is acceptable to the party who received the notice, the party who received the notice shall, within ten (10) days after the notice was received, so notify the party who sent the notice that the person designated in the notice shall serve as sole arbitrator. If the person so designated is not acceptable to the party who received the notice, the party who received the notice shall, within ten (10) days after the notice was received, make the receiving party’s own designation in a notice sent to the party who sent the original notice. The two persons so named, if such is the case, shall within ten (10) days thereafter appoint an arbitrator, and the arbitrator shall then proceed to hear and unilaterally and finally determine the matter. If either party fails to make its designation within the time allowed herein, the person named by the other party shall act as the sole arbitrator. If the persons designated by both parties are unable to agree upon an arbitrator within the time allowed herein, either party may apply to the then presiding judge of any court of competent jurisdiction for the appointment of an arbitrator. The arbitrator shall be entitled to reasonable compensation at his or her usual professional rates.

10.3 Proceeding and Award. The arbitrator, in the interest of justice, shall have the power to order discovery reasonably necessary to enable the parties to participate effectively in the evidentiary hearing and consistent with the parties’ intent that the arbitration be an efficient and economical proceeding, including a pre-hearing exchange of non-privileged documents. The arbitrator may permit depositions and the exchange of summaries of testimony of proposed witnesses or other appropriate discovery of information. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter(s) in question would be barred by the applicable statute of limitations, and the arbitrator shall reject any claim that is not based upon a timely filed demand. All of the provisions of § 1283.05 of the California Code of Civil Procedure are hereby expressly made applicable to any arbitration conducted hereunder. The arbitrator may not award punitive damages unless previously agreed to in writing by the parties or unless such damages are required by law to be an available remedy in such cases.

  1. Miscellaneous

11.1 Indemnification. You agree to defend, indemnify, and hold harmless KPI Logistics and its officers, directors, employees, shareholders, and agents, as well as their successors and assigns (collectively, the “Indemnified Parties”), from and against any liabilities, claims, damages, judgments, awards, losses, costs and expenses, including reasonable attorneys’ fees, that are incurred by the Indemnified Parties, arising out of or relating to your use of this Website, including any violation or alleged violation of any terms and conditions of the Terms of Use.

11.2 Entire Agreement. The Terms of Use and the Privacy Policy constitute the entire agreement between you and KPI Logistics with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, between the parties with respect to the subject matter hereof.

11.3 Governing Law. The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its choice of law provision.

11.4 Section. The titles herein are for convenience only and have no legal or contractual effect.

11.5 Shortened Statute of Limitations. Any cause of action or claim you may have arising out of relating to the Terms of Use or the Website must be commenced within one (1) year after it accrues; otherwise, such cause of action or claim is permanently barred.

11.6 Waiver. The waiver by KPI Logistics of any term or condition set forth in the Terms of Use shall not invalidate the Terms of Use nor shall it be considered a waiver by KPI Logistics of any other term or condition under the Terms of Use. Any failure or delay by KPI Logistics in enforcing any of the terms and conditions set forth in the Terms of Use shall not in any way affect, limit, or waive KPI Logistics’ rights under the Terms of Use at any time.

11.7 Severability. If any term or condition of the Terms of Use shall to any extent be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms or conditions of the Terms of Use shall remain in full force and effect.