Developer Agreement

Effective: January 16, 2017.

This Global Freight Solutions Developer Agreement (“Agreement”) is made between you (either an individual or an entity, referred to herein as “you”) and Global Freight Solutions Ltd. (“GFS”) and governs your access to and use of the Licensed Material (as defined below).

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE HEREBY MADE PART OF THIS LICENSE AGREEMENT. BY USING THE LICENSED MATERIAL, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE LICENSED MATERIAL. THIS AGREEMENT IS EFFECTIVE AS OF THE FIRST DATE THAT YOU USE THE LICENSED MATERIAL (“EFFECTIVE DATE”).

IF YOU ARE AN INDIVIDUAL REPRESENTING AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY. YOU MAY NOT USE THE LICENSED MATERIAL AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH GFS, OR YOU ARE BARRED FROM USING OR RECEIVING THE LICENSED MATERIAL UNDER APPLICABLE LAW.

I. Developer Documentation

A. Definitions

1. Developer Site ‒ GFS’s developer site located at https://developer.justshoutgfs.co.uk.
2. End Users ‒ Users of your Services, who are bound to enforceable service terms with you.
3. Licensed Material ‒ A collective term for material contained on the Developer Site, including but not limited to written material, diagrams and example code.
4. GFS API ‒ Any GFS Application Programming Interface (“API”), Software Development Kit (“SDK”) and/or the related documentation, data, code, and other materials provided by GFS with the API, as updated from time to time, including without limitation through the Developer Site.
5. Services ‒ Your websites, applications and other offerings that use the GFS API.

B. License from GFS

Subject to the terms and conditions in this Agreement (as a condition to the grant below), GFS hereby grants you and you accept a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license during the Term solely to:

1. Access the Licensed Material to develop and implement your services using the GFS API (subject to the licensing conditions specific to those API’s)

II. Restrictions on Use of Licensed Materials

Reverse Engineering and other Limitations. You will not or attempt to (and will not allow others to) 1) reverse engineer, decompile, disassemble or translate the GFS API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any GFS API or any portion thereof using the Licensed Material; 2) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Licensed Material to any third party except as expressly permitted herein; 3) use the Licensed Material for any illegal, unauthorized or other improper purposes.

III. Ownership and Feedback

A. Ownership. The Licensed Materials are licensed, not sold, and GFS retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that GFS, its licensors and its end users retain all worldwide right, title and interest in and to the Licensed Material and Content, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United Kingdom, any other jurisdiction or any treaty ("IP Rights"). You agree not to do anything inconsistent with such ownership, including without limitation, challenging GFS’ ownership of the GFS Marks, challenging the validity of the licenses granted herein, or otherwise copying or exploiting the GFS Marks during or after the termination of this Agreement, except as specifically authorized herein.

B. Feedback. You may provide GFS with comments concerning the Licensed Material, Services or your evaluation and use thereof (collectively, "Feedback"). You hereby grant GFS all rights, title and ownership of such Feedback (including all intellectual property rights therein), and GFS may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.

IV. Termination

GFS may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Licensed Materials, at its sole discretion at any time, for any reason by providing notice to you. You may terminate this Agreement at any time by ceasing your access to the GFS API and use of all GFS content. Upon termination of this Agreement, all licenses granted herein immediately expire and you must cease use of all Licensed Materials. The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement. Sections II, III, IV, V and VI of this Agreement will survive the termination of this Agreement.

VI. Confidentiality

You may be given access to certain non-public information, software, and specifications relating to the Licensed Material (“Confidential Information”), which is confidential and proprietary to GFS. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without GFS’ prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.

VII. Other Important Terms

A. Warranty Disclaimer. THE LICENSED MATERIAL IS PROVIDED TO YOU “AS IS”, “WHERE IS”, WITH ALL FAULTS AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. TWITTER DOES NOT WARRANT THAT THE LICENSED MATERIAL OR ANY OTHER TWITTER PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH LICENSED MATERIAL OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

B. Limitation of Liability. IN NO EVENT WILL GFS BE LIABLE TO YOU OR ANY END USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

C. Updates. GFS may update or modify this Agreement, Developer Terms, and other terms and conditions, from time to time at its sole discretion by posting the changes on this site or by otherwise notifying you (such notice may be via email). If any change is unacceptable to you, your only recourse is to cease all use of the Licensed Material. Your continued access or use of the Licensed Material will constitute binding acceptance of the such updates and modifications.

D. Jurisdiction. This agreement, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.