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Your User Agreement
 
CargoKey, including subsidiaries and affiliates provides the information contained on this website or any of the pages comprising the website ("www.cargokey.com") to visitors (cumulatively referred to as "you" or "your" hereinafter) subject to the terms and conditions set out in these website terms and conditions, the privacy policy and any other relevant terms and conditions, policies and notices which may be applicable to a specific section or module of this website.
This document describes the terms with which CargoKey offers you access to our services. This agreement describes the terms and conditions applicable to your use of our services available under the www.CargoKey.com domain. Once you accept the terms and conditions of this Agreement, you hereby agree and acknowledge that at anytime and in our sole discretion, we may effectively modify the terms and conditions of this Agreement by posting the modified Agreement with its new terms and conditions on the CargoKey website. All modified terms and conditions shall take effect immediately after posting to the CargoKey website. You agree and consent to any and all modified terms and conditions hereunder. This Agreement may not be modified, amended, and/or changed by you in any manner. Furthermore, you agree that we may modify this Agreement or discontinue our website at anytime and without notice and without any liability or responsibility to you.


1. CargoKey is a Neutral Venue. CargoKey is not a shipping service provider, freight forwarder or broker. Our site acts as a venue where shippers and service providers can meet and enter into agreements. We are not involved in the actual transaction between shippers and Service Providers. As a result, we have no control over the quality, safety, or legal aspects of the transactions that take place on our website. CargoKey does not pre-qualify or validate the claims of Service Providers including with respect to their licensure, insurance and registration. We and our website function solely as a neutral venue and digital clearinghouse where two parties may agree on a price for a particular type of service. We are the neutral venue for this connection between you and other members. We do not provide any endorsement for you or your services, you acknowledge and agree that we do not provide the services and we are not in any way responsible for assisting you in any manner with your provision of the services. We cannot and will not guarantee the ability of members to complete payment for any of the provided services. Furthermore, due to the difficulty of individual authentication, especially on the Internet, we cannot and will not in any manner verify or confirm the identity or ability of members to pay for the provided services. You acknowledge and agree that any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to the services are not provided by us and are specifically and solely between you and the other member. Because we are not involved in the actual transaction between shippers and Service Providers, we have no control over the accuracy of listings, the ability of Service Providers to transport items, or the ability of shippers to send items. We cannot ensure that a shipper or Service Provider will actually complete a shipment.  

2. Membership. Our services are available only to individuals who can form legally binding contracts under applicable law. Our services are not available to minors or to temporarily or indefinitely suspended CargoKey members. Minors may only use this service in conjunction with their parents or guardians. Your CargoKey membership may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this agreement. Members who engage in the transportation of goods must have a valid license to operate the vehicle they intend to use. You agree that the website is for services only and that work that you provide will only involve services. You agree that you will not use your participation in the CargoKey website as a means to sell or market any types of goods or products, unless specifically allowed by CargoKey.

3. Other Terms and Conditions. You acknowledge and agree that we have the sole discretion to set forth and post additional terms and conditions for your use of the website at various places throughout the website. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, you expressly agree that if there is any conflict between those additional terms and conditions and the specific terms and conditions set forth herein, the terms and conditions set forth herein shall govern.

4. Fees. There are currently no fees to join CargoKey and no listing fees for shippers. CargoKey may collect a service fee in the future. The amount for such a service charge, if any, will be displayed for customers before they accept any quote. Freight Forwarder (Service Provider’s) are charged a base transaction fee based on a tiered percentage of their accepted quoted price. The tiered match fee structure is available in our Fees section.

This fee is only charged if a Service Provider's bid is accepted by the shipper. Fees will not be billed to the Service Provider's. CargoKey reserves the right to waive or change our fees, penalties, or interest at any time. We may temporarily change or suspend our fees as a promotion and such changes are effective for the promotional period described on our website. All fees are quoted in Euros.
 
You are solely responsible for paying all fees associated with using our services as well as all applicable taxes. You are responsible for all actions taken with your username and password, including fees. We recommend that you not disclose your CargoKey password to any third parties.

5. Unpaid Fees. If, for any reason, any fees have not been received or in any manner realized by CargoKey on matches that have been completed by you for the services and any additional services performed by you ("Unpaid Fees"), you agree to pay such Unpaid Fees immediately. CargoKey may charge interest, in the amount of 1.5% per month or fraction thereof, on any unpaid account balance that you maintain.
 
CargoKey reserves the right to waive or change our fees, penalties, or interest at any time. You also agree to pay any attorney fees, and other costs of collection incurred by us with respect to any Unpaid Fees.


6. Match Cancellations and Refunds. A “Cancellation” occurs when either party has to cancel after a quote was accepted on CargoKey but before any services are performed. After a bid is accepted and the two parties communicate directly, occasionally one or both of the parties determine that they cannot complete the transaction. Cancellations should only be requested after reasonable attempts have been made to reach an agreeable solution and it is certain that the services that were booked on CargoKey will not be performed. When you request a cancellation, the other party will be notified and will have 72 hours to respond by either:

  • accepting the cancellation and your reason;
  • accepting the cancellation but providing their own reason and/or comments; or 
  • rejecting the cancellation and requesting review by CargoKey staff.

If your Request for Cancellation is accepted by the other party, the match will be retracted. If your Request is rejected by the other party, then the Request will be sent to CargoKey and a determination will be made on allowing or not allowing the Cancellation. If the other party does not respond within the 72 hour period, the cancellation and reason will be automatically accepted.

CargoKey takes abuse of the Cancellation process seriously. This includes submitting false or exaggerated reasons, attempting to retract matches that have already occurred or are expected to occur, or colluding with other members to abuse the process. A member that is found to be abusing the process will automatically have their cancellation request denied, may be subject to additional fees and penalties, and may have their account temporarily or permanently suspended.

7. No Agency. You hereby agree and acknowledge that your execution of this Agreement, your provision of services and/or your use of the CargoKey website, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us.

8. Release. Should you have a dispute with one or more CargoKey users, you release CargoKey, its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

9. Shipping. As a shipper, you are obligated to complete the transaction with the Service Provider if you accept the Service Provider's bid, unless the transaction is prohibited by law or by this Agreement. By accepting a Service Provider's bid, you agree to be bound by the conditions of the bid included in the bid details so long as those trip details are not in violation of this Agreement or unlawful. Acceptance generally is not retractable unless: (1) the Service Provider materially changes the bid details after your acceptance; (2) a typographical error is made; or (3) you cannot authenticate the Service Provider's identity or credentials (see “Match Retraction” above for more details). The Service Provider reserves the right to inspect your shipment before accepting it, and to refuse to transport any item prohibited by this Agreement or by law. We recommend that you do not seal any package before inspection by the Service Provider.

 
IMPORTANT: CargoKey does not screen or qualify Freight Forwarders for compliance with any laws or regulations. It is recommended that you confirm such compliance directly with the Service Provider before services are rendered by the Freight Forwarder.

10. Transportation. You must legally be able to transport the shipments you quote on. You agree that it is your sole obligation to comply with all laws, rules, statutes and regulations that may apply including any and all local, state national and international licensing requirements. You must describe your offer and all terms of your services on the quote. You acknowledge that the CargoKey website exists for members to make a fully informed decision about your quotes, services offering, policies and procedures. Therefore, you shall disclose to every member that you attempt to do business with your services offerings and relevant policies, procedures and fees that you will charge, including, but not limited to, taxes and/or other service charges. In the event, that you charge "extra fees" (and we are made aware of this fact), CargoKey reserve the right to temporarily or permanently suspend your account at our sole discretion. Your bid may only include content relevant to the description of your transportation services. If you bid on any shipment and your bid is accepted by the shipper, you are obligated to perform the services offered in your bid at the accepted bid price. You authorize CargoKey to charge the CargoKey fee to your account when the shipper accepts your quote.

11. Information You Submit. You solely are responsible for any information you provide to us or other users in the registration, shipping, or transportation process. Your personal information and any shipment or trip listings must be true, legal, accurate, and non-fraudulent. You may not provide contact information to other members for the purpose of bypassing CargoKey transaction fees. You authorize CargoKey to use the information you supply to us in connection with our services and in accordance with this Agreement. Our website acts as a passive conduit for any and all communication and/or distribution of information. We have no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information. We do not and will not ensure the accuracy or reliability of such communication or information nor will we act as a monitor over the content of such communication for information. However, we do reserve the absolute right to remove or restrict any communication or information that you may post to the website that is in violation of this Agreement, illegal, threatening, or offensive. You acknowledge and agree that this website acts as a passive conduit for any of your on line communication or distribution of content or information.

You further represent and warrant that any and all of your online communication, content and/or information
  • Will not violate any local, state, national or international law, regulation, rule, or statute;
  • Will not violate the terms of this Agreement;
  • Will not infringe any third party's intellectual property rights including but not limited to copyright, patent or trademark rights;
  • Will not contain obscene, offensive, or suggestive content and under no circumstances will it contain pornography;
  • Will not be libelous, threatening, harassing or defamatory. This specifically includes making legal claims of any sort about CargoKey employees, agents, other members, or the marketplace itself;
  • Will not contain any computer hardware or software, viruses, trojan horses, worms, or any other computer programming that may interfere with the operation of our website, operation of any of our systems and or create or impose a large burden or load on our website;
  • Will not scan or test the vulnerability or security of our website or the system within which it operates;
  • Will not be used for commercial or public purposes outside of the requirements of this Agreement;
  • Will not create liability for us in any manner whatsoever;
  • Will not frame or link to our website without our written permission;
  • Will not involve the upload, or insertion of, any programming language or code into or onto, our website.
You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of information.

12. Fraud. CargoKey may suspend or terminate your account if we suspect that you have engaged in fraudulent activity in connection with our website. Members may not manipulate the quote prices for any shipment or interfere with other members' quotes or transactions. Other fraudulent acts include:

a. Fees - You shall NOT:
  • Charge members a higher price (including taxes, service charges, or any other fees) than that which was agreed upon on the CargoKey website (given that the particulars of the service requested are materially the same as those requested on the CargoKey website). Your accepted quote price must include ANY and ALL charges, including any taxes, fees, etc.;
  • Cause another person or entity to engage in any conduct, act or behavior intended or designed to circumvent or avoid, in any manner, our right to the CargoKey Fee;
  • Enter into any transaction, letter of intent or memorandum of understanding, written or verbal, formal or informal agreement, with a member, that circumvents or avoids our right to our Fee;
  • Communicate or correspond, whether by written, verbal, or electronic means, with a member, for the purpose of entering into an agreement or transaction that circumvents or avoids our right to our Fee.
b. Manipulating feedback - You acknowledge and agree that the CargoKey website is a neutral venue and that all transactions for services are made by and between you and other members only and, therefore, we can not, do not and will not make any comments on behalf of you or your services. As a consequence, you acknowledge that the key component and integrity of the website is the ability of members to leave feedback about you and/or your services (whether positive, neutral or negative) AND for other members to read and evaluate those feedback reviews and make voluntary choices based upon that feedback.
 
Therefore, in order to preserve the key component and integrity of the website, you shall NOT:
  • Improperly influence in any manner, or cause another to, improperly influence in any manner the feedback of the member;
  • Post and/or cut and paste and/or copy the content of a member feedback review from the CargoKey website to your own personal or business website, to any other third party web site and/or on any of your own personal, business or third party marketing/advertising materials regardless of the form;
  • Post or attempt to post, in any manner or by any means, a feedback review on your own account.
13. Off-Site Communications. CargoKey prohibits offers by its members to transport listed shipments, or to offer listed shipments for transport, outside of the CargoKey site. Offers of this nature circumvent CargoKey’s fee structure and are a potential fraud risk for both shippers and Service Providers. Some examples of off-site offers include:
  • Entering personal contact information, such as website addresses, fax numbers, phone numbers or email addresses, in CargoKey’s profile section, Member content sections, username, discussion forums, shipment listing, or shipment description.
  • Using personal contact information, such as website addresses, fax numbers, phone numbers, or email addresses, obtained through CargoKey’s profile section, Member content section, username, discussion forums, shipment listing, or shipment description to offer to deliver a listed item off-site or to offer a shipment for delivery off-site.
CargoKey reserves the right to edit, amend, or delete any personal contact information that members submit on our site. CargoKey reserves the right to temporarily or permanently suspend the account of any member that attempts to make off-site transactions.

14. Public Forums and User Submission. CargoKey is not responsible for any material submitted to the public areas by you (which include bulletin boards, hosted pages, chat rooms, or any other public area found on the website. Any material (whether submitted by you or any other user) is not endorsed, reviewed or approved by the CargoKey. CargoKey reserves the right to remove any material submitted or posted by you in the public areas, without notice to you, if it becomes aware and determines, in its sole and absolute discretion that you are or there is the likelihood that you may, including but not limited to -
  • defame, abuse, harass, stalk, threaten or otherwise violate the rights of other users or any third parties;
  • publish, post, distribute or disseminate any defamatory, obscene, indecent or unlawful material or information;
  • post or upload files that contain viruses, corrupted files or any other similar software or programmes that may damage the operation of the CargoKey's and/or a third party's computer system and/or network;
  • violate any copyright, trade mark, other applicable Great Britain or international laws or intellectual property rights of the CargoKey or any other third party;
  • submit contents containing marketing or promotional material which is intended to solicit business.

15. Right to Reject or Remove Members. We reserve the absolute right to reject your participation, or remove you from your current participation, in the CargoKey website at any time and for any reason or for no reason and without notice to you. An event that may result in the rejection or removal of Your participation can include but is not limited to: any circumvention of the CargoKey marketplace by you or by others at your direction; Your creation, maintenance and/or management of more than one account; your circumvention or non-payment in full of our fees; any attempt by you to improperly influence, or cause another to, improperly influence the feedback of members; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with a member and/or a failure to deliver the promised services on time; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with one of employees, agents, or partners.

16. Confidentiality/Non-Disclosure. As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, we may disclose to you or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("our Information"). You hereby agree and acknowledge that any and all of our information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this Agreement. Furthermore, you acknowledge that our information is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief.

17. Taxes. You are responsible for collecting and remitting any and all taxes associated with the transactions or use of this site.

18. Record Keeping/Audit. We reserve the right to keep all records of any and all transactions and communications between you and other members for administration purposes.

19. Identity Verification. We use techniques to help verify the identity of members when they register on our website; however, CargoKey cannot and will not confirm each service provider's identity. We have implemented a user-managed feedback system to help you evaluate other members you are transacting with.

20. Feedback. For each CargoKey transaction, the shipper and service provider are allowed to rate each other by leaving feedback for one another. Feedback consists of leaving one rating (positive, negative or neutral), along with a short comment about your experience. Feedback scores are calculated when another member gives you a +1, 0, -1 score. Each member’s overall feedback score is the difference between the number of members who left a positive rating and the number of members who left a negative rating.

If you attempt in any way to undermine the integrity of our feedback system in any way, or if you earn a net feedback rating of negative four (-4) or lower, your membership may be temporarily or permanently suspended. You acknowledge that your feedback consists of comments left by other CargoKey members and a composite feedback number compiled by CargoKey. You agree that you will not use your CargoKey feedback in any venue other than CargoKey. Members should always use caution and good judgment when leaving feedback for another member because, members could be help legally responsible for damages to a member’s reputation if a court were to find that the remarks constitute libel or defamation. Because CargoKey does not censor feedback or investigate it for accuracy, CargoKey is not legally responsible for the remarks that members post, even if those remarks are defamatory. However, this law does not protect the person who leaves the feedback from responsibility for it.

21. Resolving Feedback Disputes. To maintain the integrity of the feedback system, feedback left for a member is a permanent part of that member’s profile. Feedback comments cannot be edited at a later date. Members should resolve any misunderstandings prior to leaving feedback since most misunderstandings can and are resolved quickly through direct communication. There may be times when you are unhappy with, disagree with, or regret feedback that you left for another member, or that may have been left for you. If you have a disagreement over feedback that has been left, you have options to respond:

  • Reply to Feedback Received. Share your side of the story by responding to any comment that has been left for you. Your response will be shown directly below the comment left by the other CargoKey member.
  • Mutual Feedback Withdrawal. If both members are able to resolve a problem after feedback has been left, you can mutually agree to withdraw the feedback rating. Both members must agree, and feedback will be withdrawn at the same time upon confirmation of the request by both members.
  • Feedback Comment Withdrawal. CargoKey will remove individual feedback comments only in very rare circumstances, such as when they violate certain CargoKey policies. Other situations where CargoKey will remove feedback include: feedback containing profanity or other personal contact information, and instances when CargoKey receives a valid court order to remove feedback.

22. Remedies. Remedies for use of our website that violate this agreement include, but are not limited to, the immediate removal your requests for quotes for shipments, removal of a shipping service providers data, notifying our members of your actions, issuing a warning, temporarily or permanently suspending your account, and refusing to provide our services to you in the future.

23. No Warranty. CargoKey, our employees, and our suppliers provide services without any warranty or express, implied or statutory conditions. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

24. Limited Liability. The CargoKey shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by you or any third party (including your company), as a result of or which may be attributable, directly or indirectly, to your access and use of the website, any information contained on the website, your or your company's personal information or material and information transmitted over our system. In particular, neither the CargoKey nor any third party or data or content provider shall be liable in any way to you or to any other person, firm or corporation whatsoever for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any share price information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.  Our liability and that of our employees and suppliers, to you or any third parties in any circumstance is limited to the greater of the amount of fees you pay to us in the 12 months prior to the action giving rise to liability, and €100.

25. Indemnity. You agree to indemnify and hold us and our officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your negligence, breach of this Agreement, or violation of any law or the rights of a third party.

26. Legal Compliance. You shall comply with all applicable local, state, national and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, shipping, transporting, and solicitation of offers to ship and transport items.

27. Arbitration. Any legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by CargoKey to collect our fees and/or recover damages for, or obtain an injunction relating to, the CargoKey site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the arbitration rules of the Republic of Ireland. The arbitration shall be conducted in Dublin, Republic of Ireland, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

28. Dispute Resolution.  We will attempt to resolve any disputes you have with us. Because we are a neutral venue (as explained above), we are not responsible for resolving any disputes between you and members regarding services. If you report a dispute to CargoKey, we will make every effort to help both parties communicate; however, all disputes must be resolved directly between you and members. Therefore, if we are contacted by a member who claims to have a dispute with you regarding the services and they request your contact information (including but not limited to any of your provided phone numbers and/or addresses) to settle the dispute, you expressly authorize us to release your provided contact information to the customer and you agree to release us from any and all liability associated therewith. We encourage you to report all member-to-member disputes to law enforcement officials or a certified mediation or arbitration entity. We do not specifically endorse any such third party mediation or arbitration entity. When appropriate, we also encourage you to report disputes involving fraud, theft, or other criminal activity to the appropriate law enforcement agencies.

29. Trademark and Domain Name Protection. The trade marks, names, logos and service marks (collectively "trade marks") displayed on this website are registered and unregistered trade marks of the CargoKey. Nothing contained on this website should be construed as granting any license or right to use any trade mark without the prior written permission of the CargoKey.

30. Security. CargoKey uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers. We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our website can be interrupted by numerous factors outside of our control.

31. Governing Law. Any relevant terms and conditions, policies and notices shall be governed by and construed in accordance with the laws of The Republic of Ireland without giving effect to any principles of conflict of law. You hereby consent to the exclusive jurisdiction of the High Court of The Republic of Ireland in respect of any disputes arising in connection with the website, or any relevant terms and conditions, policies and notices or any matter related to or in connection therewith.


32. General. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.