These Terms of Service (“Agreement”) govern your use of and access to websites (including http://www.cpclogistics.com/ and any other website where this Agreement is posted), applications (including mobile applications) and content (the “Services”) made available by CPC Logistics Inc., or any of its subsidiaries or affiliates, (“CPC,” “we,” “our,” or “us”).
CPC may, in its discretion, modify, supplement, or amend this Agreement as it relates to your use of the Services from time to time, for any reason, and without any prior notice or liability to you or any other person.
THESE SPECIFIC TERMS OF SERVICE INCLUDE A MANDATORY AGREEMENT TO ARBITRATE, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF ANY OF THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT UNLESS YOU VALIDLY ELECT TO OPT OUT OF SUCH PROVISION. THE DISPUTES/ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. DO NOT ACCESS OR USE ANY OF THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY.
ACCEPTANCE OF THIS AGREEMENT
Your use of or access to the Services constitutes your acceptance of this Agreement. If you do not want to agree to this Agreement in its entirety, do not access or use the Services.
AMENDMENTS TO THIS AGREEMENT
CPC reserves the right, in its sole and absolute discretion, to alter, change, modify, update, add or remove portions of this Agreement at any time. The new or modified terms will take effect immediately upon posting. When material changes are made to the Agreement, the changes will be effective after you provide your consent, or after you continue to use the Services. You should review this Agreement every time you visit CPC’s website or use the Services. If you do not agree to the amended terms, you must stop using the Service s.
SCOPE OF THIS AGREEMENT
CALLING AND TEXTS
When using the Services, we may ask for your consent to contact you by telephone, including by SMS. By granting such consent, you authorize CPC to contact you by telephone at the number(s) you have provided.
You may revoke consent to be contacted by telephone at any time by contacting us. Consent to being contacted by telephone is not required as a condition of using the Services.
Please note that message rates, voice, and data charges from your cellular service provider may apply in connection with the calling and texting communications. You are solely responsible for such message, voice, and data charges.
If, at any time, you cancel or change your mobile telephone number, you agree to promptly notify CPC of that change so that CPC may update its records to avoid sending text messages to an individual that may later be assigned your telephone number. You agree to indemnify, defend, and hold CPC, its Providers, and their respective affiliates, subsidiaries, agent s and parents harmless from any and all liability, including any legal fees and expenses that CPC may incur, as a result of your failure to notify CPC of your cancellation or change in mobile telephone number.
By providing us your email address, you consent to our using the email address to send you Service-related and other non-commercial notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers (to the extent permitted by the laws of the jurisdiction where you reside). If you have consented to receive email job alerts or marketing communications from us, we will send you such communications until you opt-out. If you do not want to receive emails and/or communications from us, you may opt-out or change your preferences by following the opt-out and/or unsubscribe instructions in the email message. Please note that opting out may prevent you from receiving email messages regarding updates, improvements, or offers related to the Services.
The Services may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”). You may only use such Public Areas to send and receive messages and material that are relevant and proper to the applicable forum.
You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas, and CPC will not be responsible for the action of any users with respect to any information or materials posted in Public Areas.
You may not use the Services to do any of the following:
Harass or encourage harassment of another person;
Perform any activities that violate, intentionally or unintentionally, any applicable state, local, federal, or international law or regulations;
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or violate other rights (including privacy or publicity) of any other person;
Perform any activities that are misleading, malicious, discriminatory, infringing, or could expose CPC or users of the Services to harm or liability;
Transmit any material or act that is hateful, threatening, abusive, tortious, defamatory, inflammatory, false, fraudulent, misleading, libelous, vulgar, obscene, pornographic (or that contains nudity), graphically or gratuitously violent, that violates anyone’s rights including intellectual property rights or proprietary rights, or is otherwise objectionable in CPC’s sole judgment;
Provide resources to or otherwise support any organization(s) designated by the United States government as a foreign terrorist organization under section 219 of the Immigration and Nationality Act;
Impersonate any person or misrepresent in any way your affiliation with a person; Transmit unsolicited mass mailings, “spam” or advertising or promotional materials; conduct contests, sweepstakes, or lotteries;
Collect or store any information about other users, other than in the normal course of using the Services for its intended purpose;
Transmit any virus, worm, defect, Trojan horse, or any other automated means information, or computer code that interrupts, destroys, or limits the functionality of any computer or telecommunications equipment or similar destructive or harmful item;
Use in any manner that could damage, disable, overburden, disrupt or impair the Services, or the network(s) connected to CPC’s website, or interfere with any other party’s use of the Services;
Disobey any applicable policies or regulations of networks connected to the Services;
Alter, modify, adapt, translate, reverse engineer, decompile or disassemble the Services;
Use any robot, spider, site search /retrieval application, or other device to retrieve or index any portion of the Services;
Use an iFrame or offer web search functionality on CPC’s website;
Frame, reformat or otherwise make the Services available to third-parties;
Create user accounts using any automated means or under false pretenses;
Prepare derivative works based on the Services;
Remove any proprietary notices, labels or other identifying marks on content provided through the Services;
Use the Services to further any criminal enterprise or to commit or to perpetuate any criminal or fraudulent activity.
You are solely responsible for maintaining the confidentiality of your username, password and other access information or codes for the Services. In addition, you are fully responsible for all activities that occur under your username, password and other access information or codes, even where your username, password or other access information or codes are used by someone else.
You shall: (a) notify us without delay of any unauthorized disclosure or use of your username, password or other access information or codes or any other breach of security of which you become aware, and (b) if you are using the Services, ensure that you are sufficiently disconnected and logged off from your account at the end of each session.
Particular caution should be exercised when accessing your account from a public or shared computer.
Any information, including personal information, that CPC collects in providing the Services may be controlled, stored and processed in, and transferred among, any of our facilities and may be transferred to and through any country, including the Republic of Mexico and countries outside the European Economic Area which may not have privacy data protection legislation and regulations comparable to the laws of the country in which you reside. Any information, including personal information, that CPC collects in providing the Services may be controlled, stored, processed by, and transferred among third-party vendors or contractors we engage to assist us in providing the Services. The location of our facilities and of such contractors may change from time to time, and we may acquire new facilities and contractors. You expressly consent to all such control, storage, processing and transfers.
All communications you submit to CPC through the Services or by email must be true, accurate and complete. CPC and Providers will rely upon the truth, accuracy and completeness of the communications you submit through the Services. If you submit any incorrect or incomplete communications, or if any communications are damaged or distorted during transmission to CPC, you and all persons you represent will be liable for any loss, damage or additional costs that you, CPC, Providers, or other persons may incur as a result.
You authorize CPC and Providers to: (a) accept communications they receive from you by means of the Services or other form of communication as if those communications had been given directly by you in writing and signed by you; (b) disclose your communications to any Providers and CPC employees by means of the Services, email or other communications; and (c) respond to your communications by means of email or other communications. Communications you send to CPC by means of the Services or other form of communication are not effective unless and until they are processed by the responsible CPC representative.
CPC may refuse to process any communications sent to CPC at any time in CPC’s discretion, and without any notice or liability to you or any other person, including, without limitation, if: (a) CPC cannot process the communications; (b) the communications violate any provision in this Agreement or any other agreement that you or any other person may have with CPC; (c) CPC considers that the communications conflict with any other instructions or agreements with you or any person you represent; or (d) there is an operational failure or malfunction in connection with the transmission of the communications.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION REPR ESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, PERFORMANCE, DURABILITY, AVAILABILITY, TIMELINESS, ACCUR ACY, COMPLETENESS, ALL OF WHICH ARE HEREBY DISCLAIMED BY CPC AND ALL PROVIDERS TO THE FULLEST EXTENT PERMITTED BY LAW. THERE WILL NOT BE ANY REPRESENTATIONS, WARR ANTIES OR CONDITIONS CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING, CONFIGURING AND MAINTAINING ALL COMPUTER HARDWARE, SOFTWARE, TELEPHONE SERVICES, AND OTHER EQUIPMENT AND SERVICES NECESSARY FOR YOU TO USE THE SERVICES.
THE INTERNET IS NOT A SECURE MEDIUM, MAY BE SUBJECT TO INTERRUPTION, DISRUPTION, OR INADVERTENT OR DELIBERATE BREACHES OF SECURITY OR PRIVACY. You are responsible for using appropriate software to meet your particular requirements for anti-virus protection and accuracy of data and output, as well as for bac king up your data independent from the Services. CPC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A BREACH OF SECURITY OR PRIVACY, OR FOR ANY VIRUS, MALICIOUS CODE, HACK OR CYBER ATTACK THAT AFFECTS THE SERVICES OR YOUR COMPUTER, DEVICE, PROGRAMS, OR DATA, DUE TO YOUR USE OF THE SERVICES.
LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY
Some states and jurisdictions do not allow the exclusion of liability for certain damages, so some of the limitations above may not apply to you, in which case CPC and Providers’ liability shall be limited to the maximum extent permitted by applicable law.
NONINCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES
CPC AND THE PROVIDER S WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS OR OPPORTUNITY (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE SERVICES BY YOU OR ANY OTHER PERSON, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY CPC OR ANY AFFILIATE OR PROVIDER OR ANY PERSON FOR WHOM CPC OR AN AFFILIATE OR PROVIDER MAY BE RESPONSIBLE, AND NOTWITHSTANDING THAT CPC OR ANY PROVIDER MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON.
CPC AND THE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON AS A RESULT OF ANY FAILURE OR REFUSAL BY CPC TO GIVE EFFECT TO, OR FOR ANY FAILURE OR DELAY BY CPC IN RECEIVING, ACCESSING, PROCESSING OR ACCEPTING, ANY COMMUNICATION SENT TO CPC BY MEANS OF THE SERVICES OR OTHER FORM OF COMMUNICATION, OR FOR ANY LOSS OR DAMAGES SUFFERED AS A RESULT OF THE OPERATIONAL FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, AMENDMENT OR WITHDR AWAL OF THE SERVICES.
You shall indemnify, defend, and hold harmless, each of CPC, the Providers, and their respective partners, agents, directors, officers, employees, and all other related associated or connected persons (collectively, the “Indemnified Parties”) from and against any and all liabilities, damages, fines, penalties, judgments, awards, losses, expenses and costs, including without limitation attorneys’ fees, in connection with any claim or demand arising out of, related to, or connected with your use of the Services or your breach of this Agreement. Without limiting the foregoing, the Indemnified Parties shall have the right to select their own counsel at your cost if they believe that there is an actual or potential conflict of interest. You may not enter into any settlement on behalf of any of the Indemnified Parties without the Indemnified Parties’ written consent. You will assist and cooperate as fully and reasonably required by the Indemnified Parties in the defense of any claim or demand.
CPC and our licensors retain full ownership, intellectual property rights and protection in all material contained in the Services including, but not limited to, all digital images, software, source code and other code, or business methods. Subject to the terms of this Agreement, you are granted a limited, non-sublicensable, revocable license to access and use the Services for lawful related purposes only. Access and use of any content, information and related materials that may be made available through the Services is made available for your personal use. Except as otherwise expressly provided in this Agreement, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, rewrite, modify, create derivative works from, download (other than the page caching), transfer or sell any material contained within the Services, or use the Services other than for their intended purpose without the prior consent of CPC or the respective owner.
The Services may only be used in the manner described expressly in this Agreement. In particular, except as expressly stated otherwise in this Agreement, you may not copy, imitate, reproduce , republish, link to, upload, post, transmit, modify, index, catalogue, mirror or distribute in any way, in whole or in part the Services, nor cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mine any portion of the Services or unduly burden or hinder the operation and/or functionality of any aspect of the Services, without the express prior written consent of CPC.
CPC Logistics, the CPC Logistics logo, and other marks and logos appearing within the Services are registered or unregistered trademarks, trade names, or service marks owned or licensed by CPC. Other product and company names and logos appearing within the Services may be registered or unregistered trade names, trademarks or service marks of their respective owners. Any use of the trade names, trademarks, service marks, or logos (collectively “Marks”) displayed on the Services is strictly prohibited. Nothing appearing within the Services or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks displayed within the Services.
Any rights not expressly granted herein are reserved by CPC, the Providers, and their respective licensors.
DIGITAL MILLENIUM COPYRIGHT ACT (“DMCA”) NOTICE
If you believe any material in the Services infringes on a copyright you own or control, you may file a notification of infringement by calling 1-800- 274-3746 or by mailing such notice to CPC, Attention: Legal Department, 14528 S. Outer 40 Road, Suite 210, Chesterfield, MO 63017.
LINKING, FRAMING, MIRRORING, AND DATA-MINING THE SERVICES
Links to the Services without the express written permission of CPC are strictly prohibited. The framing, mirroring, scraping or data mining of the Services or any of its content in any form and by any method are strictly prohibited.
TERMINATION OF THIS AGREEMENT AND THE SERVICES
GOVERNING LAW AND DISPUTE RESOLUTION
The Services are controlled by CPC from St. Louis, Missouri, United States of America. This Agreement, your use of the Services, and all related matters are governed solely by the laws of the state of Missouri, United States of America and applicable federal laws of the United States of America, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws.
Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration will be before a single arbitrator. The place of arbitration will be St. Louis County, Missouri, United States of America. You hereby relinquish, forfeit, and give up the right to resolve any controversy or claim arising out of or relating to this Agreement by a judge and/ or a jury. Notwithstanding any provision in this Agreement to the contrary, CPC may seek injunctive relief in any court having jurisdiction over the parties to enjoin or prevent any action you take or threaten to take in violation of this Agreement.
You agree that arbitration in no way limits the relief that any party may seek in the jurisdiction in which arbitration has been filed. EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR Representative Proceeding. Further, unless both CPC and you agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
To the extent permitted by law, any claim or cause of action you may have arising from, connected with, or related to your use of the Services, this Agreement, or any related matters must be commenced within one (1) year after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statute or law to the contrary.
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, such determination will not affect the validity of any other provision and the provision in question shall be reformed to reflect the intent of the provision to the greatest extent possible.
Notwithstanding anything herein to the contrary, all provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and remain in full force and effect and be binding upon the parties as applicable.
The provisions of this Agreement will inure to the benefit of and be binding upon each of CPC and the Provider s and each of their respective successors and assigns and related persons, and you and your heirs, executors, administrators, successors, and personal representatives, and all persons you represent and their respective successors, assigns and related persons.
You and the persons you represent may not assign this Agreement or the rights and obligations under this Agreement without the express prior written consent of CPC, which may be withheld in CPC’s discretion. CPC may assign this Agreement and its rights and obligations under this Agreement without your consent or the consent of any persons you represent.
No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by all parties. Any rights not expressly granted by this Agreement are reserved to CPC.
CPC has the right to inform law enforcement of any illegal activity or material we suspect or discover on, through or otherwise related to the Services and your use thereof, and to provide law enforcement officials with all requested information about the user account from which the illegal activity or material originated.
You may contact us with any comments or questions regarding these Terms and Conditions of Use and the Services at:
Attn: Legal Department
14528 S. Outer 40 Road
Chesterfield, MO 63017