Effective as of November 2011
TERMS AND CONDITIONS
- LICENSE GRANT. The Trucking Efficiency Website is provided by CWR, and this TOU provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Trucking Efficiency Website and review the materials displayed on the Trucking Efficiency Website conditioned on your continued compliance with the terms and conditions of this TOU. This TOU permits you to use for personal or internal business purposes only the Trucking Efficiency Website, which has been provided for general reference purposes only and which is not intended to serve as legal or professional advice or information.
- RESTRICTIONS. The foregoing license is limited. You may not use, store, reproduce, display, modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner or for any purpose not expressly permitted herein the Trucking Efficiency Website.
- PROPRIETARY RIGHTS. This TOU provides only a limited license to access and use the Trucking Efficiency Website. Accordingly, you expressly acknowledge and agree that CWR transfers no ownership or intellectual property interest or title in or to the Trucking Efficiency Website to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Trucking Efficiency Website, unless otherwise indicated, are owned, controlled, and licensed by CWR or its licensors. Except as expressly provided herein, CWR reserves all other rights express or implied. This Trucking Efficiency Website is Copyright © 2011 CWR and/or its licensors. CWR also owns a copyright in the contents of the Trucking Efficiency Website as a collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Trucking Efficiency Website. Any downloadable or printable programs, directories, databases, information, or materials available through the Trucking Efficiency Website and all patents, trademarks, copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by CWR. The Carbon War Room and all other names, logos, and icons identifying CWR and its programs, products, and services are proprietary trademarks of CWR, and any use of such marks, including, without limitation, as domain names, without the express written permission of CWR is strictly prohibited. Other service and entity names mentioned on the Trucking Efficiency Website may be the trademarks and/or service marks of their respective owners.
- DISCLAIMER. THE Trucking Efficiency WEBSITE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. MOREOVER, PLEASE NOTE THAT SOME OF THE INFORMATION PROVIDED ON THE Trucking Efficiency SITE IS SELF-REPORTED BY THIRD PARTIES AND ALTHOUGH CWR USES COMMERCIALLY REASONABLE EFFORTS TO REVIEW THE INFORMATION DISPLAYED ON OR AVAILABLE THROUGH THE Trucking Efficiency WEBSITE, CWR DOES NOT MAKE ANY GUARANTEE REGARDING THE ACCURACY, LEGALLITY, OR COMPLETENESS OF ANY TOOLS, INFORMATION, OR MATERIALS AVAILABLE ON OR THROUGH THE Trucking Efficiency WEBSITE. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE TOOLS, INFORMATION, AND MATERIALS AVAILABLE ON THE Trucking Efficiency WEBSITE. MOREOVER, CWR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. CWR ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE Trucking Efficiency WEBSITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
- LINKS TO OTHER SITES. CWR may provide links, in its sole discretion, to other sites on the Internet. These sites are maintained by third parties over which CWR exercises no control. Accordingly, and in addition to the foregoing disclaimer, CWR expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.
- LIMITATION OF LIABILITY. You expressly absolve and release CWR from any claim of harm resulting from a cause beyond CWR's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL CWR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE Trucking Efficiency WEBSITE, WITH THE DELAY OR INABILITY TO USE THE Trucking Efficiency WEBSITE, OR FOR ANY TOOLS, INFORMATION, OR MATERIALS AVAILABLE ON OR THROUGH THE Trucking Efficiency WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF CWR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF CWR FOR ANY REASON WHATSOEVER RELATED TO USE OF THE Trucking Efficiency WEBSITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO CWR IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.
- GOVERNING LAW. This TOU has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the District of Columbia, U.S.A. as applied to agreements entered into and completely performed in the District of Columbia. You and CWR each agree to submit to the exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the District of Columbia for any disputes between us under or arising out of this TOU. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOU and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you might have against CWR must be brought within two (2) years after the cause of action arises, or you agree that such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOU and is hereby disclaimed.
- TERM AND TERMINATION. This TOU and your right to use the Trucking Efficiency Website will take effect at the moment you install, access, or use the Trucking Efficiency Website and is effective until terminated as set forth below. This TOU will terminate automatically if you fail to comply with this TOU, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOU at any time by ceasing to use the Trucking Efficiency Website, but all applicable provisions of this TOU will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the Trucking Efficiency Website in your possession or under your control. In addition to the miscellaneous section below, the provisions concerning CWR's proprietary rights, proprietary restrictions, disclaimers of warranty, limitations of liability, and governing law will survive the termination of this TOU for any reason.
- MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this TOU will cause irreparable injury to CWR, such injury would not be quantifiable in monetary damages, and CWR would not have an adequate remedy at law. You therefore agree that CWR shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, you hereby waive any requirement that CWR post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to CWR to enforce any provision of this TOU. The parties agree that this TOU is for the benefit of the parties hereto as well as CWR's licensors. Accordingly, this TOU is personal to you, and you may not assign your rights or obligations to any other person or entity without CWR's prior written consent. Failure by CWR to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver by CWR of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this TOU is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation or law, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and CWR as result of this TOU or your utilization of the Trucking Efficiency Website. Headings herein are for convenience only. This TOU represents the entire agreement between you and CWR with respect to use of the Trucking Efficiency Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and CWR with respect to the Trucking Efficiency Website. Unless otherwise agreed to by CWR, please note that CWR reserves the right to change the terms and conditions of this TOU and the manner under which the Trucking Efficiency Website (and its functionality) is extended to you by providing you notice or a copy of such revised terms. CWR may also change or modify any aspect of the Trucking Efficiency Website. Your continued use of the Trucking Efficiency Website will be conclusively deemed acceptance of any change to this TOU or the Trucking Efficiency Website.