These terms and conditions of service constitute a legally binding contract between the “Company” and the “Customer”. In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.
1. Definitions. “Company” shall mean SKUTEAM INC dba SILQ, its subsidiaries, related companies, agents and/or representatives;
(a) “Customer” shall mean the person for which the Company is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
(b) “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
(c) “Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “non-vessel-operating carrier”;
(d) “Services” means all services that the Company may perform or arrange for the Customer;
(e) “Third parties” shall include, but not be limited to, the following: “carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise”.
2. Company as agent. The Company acts as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies, or for arranging for transportation services, both domestically and internationally, or other logistics services in any capacity other than as a carrier.
3. Limitation of Actions.
(a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within 30 days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
(b) All suits against Company must be filed and properly served on Company as follows:
(i) For claims arising out of ocean transportation, within one year from the date of the loss;
(ii) For claims arising out of brokering domestic motor carrier transportation, within one year from the date of loss;
(iii) For claims arising out of air transportation, within one year from the date of the loss;
(iv) For claims arising out of the preparation and/or submission of an import entry(s), within 45 days from the date of liquidation of the entry(s);
(v) For any and all other claims of any other type, within one year from the date of the loss or damage.
4. No Liability for The Selection or Services of Third Parties and/or Routes. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
5. Quotations Not Binding. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer. Quotes provided are based on cargo information and quantities specified at the time of request by the Customer. Should the nature of the shipment information or quantity change upon receipt, the Company reserves the right to reprice accordingly. Company shall base target delivery dates on then-current and projected market conditions. Customer understands and agrees that such target delivery dates are not binding and are subject to change.
6.Reliance on Information Furnished.
(a) Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customers behalf;
(b) In preparing and submitting customs entries, export declarations, applications, security filings, documentation, delivery orders and/or other required data, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representative or contractor upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
(c) Customer acknowledges that it is required to provide verified weights obtained on calibrated, certified equipment of all cargo that is to be tendered to steamship lines and represents that Company is entitled to rely on the accuracy of such weights and to counter -sign or endorse it as agent of Customer in order to provide the certified weight to the steamship lines. The Customer agrees that it shall indemnify and hold the Company harmless from any and all claims, losses, penalties or other costs resulting from any incorrect or questionable statements of the weight provided by the Customer or its agent or contractor on which the Company relies.
(d) Customer acknowledges that it is required to advise Company in advance of its intention to tender hazardous material goods and that it will otherwise comply with all federal and international hazardous material regulations.
7. Declaring Higher Value to Third Parties. Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company’s discretion, the goods may be tendered to the third party, subject to the terms of the third party’s limitations of liability and/or terms and conditions of service.
8. Insurance. Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.
9. Disclaimers; Limitation of Liability.
(a) Except as specifically set forth in these terms and conditions, Company makes no express or implied warranties in connection with its services;
(b) Customer may obtain insurance coverage for cargo loss or damage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
(c) In all events, the Company’s liability shall be limited to the following:
(i) where the claim arises from activities other than those relating to customs business, $50 per shipment or transaction, or
(ii) where the claim arises from activities relating to “Customs business,” $50 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less;
(d) In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, even if it has been put on notice of the possibility of such damages, or for the acts of third parties.
(e) With respect to domestic transportation, Company shall not be liable for a motor carrier’s failure to maintain insurance or for the accuracy of any documentation furnished by a motor carrier to Company or Customer evidencing said coverage.
10. Advancing Money. All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company.
11. Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties and/or attorneys’ fees arising from the importation or exportation of customers merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any federal, state and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney’s fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
12. C.O.D. or Cash Collect Shipments. Company shall use reasonable care regarding written instructions relating to “Cash/Collect on Deliver (C.O.D.)” shipments, bank drafts, cashier’s and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.
13. Costs of Collection. In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 18 percent per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by Company.
14. General Lien and Right To Sell Customer’s Property.
(a) Company shall have a continuing lien on any and all property and documents relating thereto of Customer coming into Company’s actual or constructive possession, custody or control or enroute, which lien shall survive delivery, for all charges, expenses or advances owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both. Customs duties, transportation charges, and related payments advanced by the Company shall be deemed paid in trust on behalf of the Customer and treated as pass through payments made on behalf of the Customer for which the Company is acting as a mere conduit.
(b) Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on -going storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien.
(c) Unless, within 30 days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.
15. No Duty To Maintain Records For Customer. Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 U.S.C. §§1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a “recordkeeper” or “recordkeeping agent” for Customer.
16. Obtaining Binding Rulings, Filing Protests, etc. Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post-Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
17. No Duty To Provide Licensing Authority. Unless requested by Customer in writing and agreed to by the Company in writing, Company shall not be responsible for determining licensing authority or obtaining any license or other authority pertaining to the export from or import into the United States.
18. Preparation and Issuance of Bills of Lading. Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Customer.
19. No Modification or Amendment Unless Written. These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
20. Compensation of Company. The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee..
21. Force Majeure. Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its sub -contractors, including but not limited to: (i) acts of God, including flood, earthquake, tornado, storm, hurricane, power failure, epidemic or other severe health crisis, or other natural disaster; (ii) war, hijacking, robbery, theft or terrorist activities; (iii) incidents or deteriorations to means of transportation, (iv) embargoes, (v) civil commotions or riots, (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment, (viii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license; or (ix) strikes, lockouts or other labor conflicts. In such event, Company reserves the right to amend any tariff or negotiated freight or logistics rates, on one day’s notice, as necessary to provide the requested service.
22. Severability. In the event any paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect. Company’s decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
23. Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of California without giving consideration to principles of conflict of law. Customer and Company:
a) irrevocably consent to the jurisdiction of the United States District Court for the Northern District of California and the state courts in San Francisco County, California;
b) agree that any action relating to the services performed by Company, shall only be brought in said courts;
c) consent to the exercise of in personam jurisdiction by said courts over it; and
d) further agree that any action to enforce a judgment may be instituted in any jurisdiction.
Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Company in the course of performing the Services, including any items identified as such in the work order (collectively, the “Deliverables”) shall be owned by Company. Company grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services. The Services are protected by copyright, trademark, and other laws of both the United States of America and foreign countries. Company’s trademarks and trade dress may not be used in connection with any product or service without our prior written consent.
24. Confidential Information.
a) All non-public, confidential or proprietary information of Company, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Company to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Company. Confidential Information does not include information that is:
i. in the public domain
ii. known to Client at the time of disclosure; or
iii. rightfully obtained by Client on a non-confidential basis from a third party without a duty of confidentiality.
b) Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
c) Company shall be entitled to injunctive relief for any violation of this Section
25. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.
26. User Accounts. When Customer creates an account with Company, Customer must provide Company information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the these terms and conditions of service, which may result in immediate termination of Customer’s account on Our Service.
Customer is responsible for safeguarding the password that is used to access the Company’s websites, Apps, tracking and tracing software (collectively “Platform”) and for any activities or actions under Customer’s password, whether Customer’s password is with Platform or a Third-Party Social Media Service.
Customer agrees not to disclose said password to any third party. Customer must notify Company immediately upon becoming aware of any breach of security or unauthorized use of Customer’s account.
Customer may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than Customer’s without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
27. Right to post Content. Company’s Platformallows Customer to post content and data. Customer is responsible for the content that Customer post to the Platform, including its legality, reliability, and appropriateness.
By posting content to the Platform, Customer grants Company the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such content on and through the Platform. Customer retains any and all of Customer rights to any content Customer submits, posts or displays on or through the Platform and Customer is responsible for protecting those rights. Customer agrees that this license includes the right for Company to make Customer content available to other users of the Platform, who may also use Customer content subject to these Terms.
Customer represents and warrants that: (i) the content is Customers’ (Customer owns it) or Customer has the right to use it and grant Company the rights and license as provided in these Terms, and (ii) the posting of Customer content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
28. Content Restrictions. The Company is not responsible for the content of the Platform's users. Customer expressly understands and agrees that Customer is solely responsible for the content and for all activity that occurs under Customer’s account, whether done so by Customer or any third person using Customer account.
Customer may not transmit any content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable content include, but are not limited to, the following:
a) Unlawful or promoting unlawful activity.
b) Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other
targeted groups.
c) Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
d) Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
e) Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
f) Impersonating any person or entity including the Company and its employees or representatives.
g) Violating the privacy of any third person.
h) False information and features.
29. Indemnification/Hold Harmless. The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any content is appropriate and complies with this Terms, refuse or remove this content. The Company further reserves the right to make formatting and edits and change the manner any content. The Company can also limit or revoke the use of the Platform if Customer posts such objectionable content. As the Company cannot control all content posted by users and/or third parties on the Platform, Customer agrees to use the Platform at Customer’s own risk. Customer understands that by using the Platform Customer may be exposed to content that Customer may find offensive, indecent, incorrect or objectionable, and Customer agrees that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of Customer’s use of any content.
30. Content Back Ups. Although regular backups of content are performed, the Company does not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed. The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of content. But Customer acknowledges that the Company has no liability related to the integrity of content or the failure to successfully restore content to a usable state. Customer agrees to maintain a complete and accurate copy of any content in a location independent of the Platform.
31. Intellectual Property Infringement. Company respects the intellectual property rights of others. It is the Company’s policy to respond to any claim that content posted on the Platform infringes a copyright or other intellectual property infringement of any person. If Customer is a copyright owner, or authorized on behalf of one, and Customer believes that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Platform, Customer must submit a notice in writing to the attention of our copyright agent via email at privacy@onesilq.com and include in the notice a detailed description of the alleged infringement. Customer may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any content is infringing Customer copyright.
32. DMCA Notice and DMCA Procedure for Copyright Infringement Claims. Customer may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
b) A description of the copyrighted work that Customer claims has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
c) Identification of the URL or other specific location on the Platform where the material that Customer claim is infringing is located.
d) Customer address, telephone number, and email address.
e) A statement by Customer that Customer has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
f) A statement by Customer, made under penalty of perjury, that the above information in Customer notice is accurate and that Customer is the copyright owner or authorized to act on the copyright owner's behalf.
Customer can contact our copyright agent via email at privacy@onesilq.com. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Platform.
33. Third Party Other Websites. Company Platforms may contain links to web sites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any other web sites or services. Customer further acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise Customer to read the terms and conditions and privacy policies of any web sites or services that Customer visits.
