The WarehouseQuote.com platform and website (collectively identified herein as the “Site”) is operated by WarehouseQuote.com (“WarehouseQuote” or “we”). The Site assists businesses in gathering information about end-to-end supply chain solutions, and warehousing quotes through real time access to data and end-to-end distribution visibility, supported by our operations specialists. We provide certain services through the Site, including but not limited to, services that allow a user to create an account, request a warehousing quote, join our supply chain network, observe real time inventory reporting and product movement details, apply for a job with us, subscribe to our newsletter and/or blog, contact us by telephone or email, and additional services that we may provide (collectively, the “Services”).
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. This Agreement requires the use of binding arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.
1. USER REGISTRATION
In order to access and use certain features of the Site and Services, you will be required to register for an account on the Site. Use of the Site is limited to users eighteen (18) years of age and older. In connection with your account registration, you will be required to provide certain information, including without limitation, your full name and email address. You will also be required to provide certain login information, such as a username and password. You are responsible for keeping your username and password and other information provided in connection with your registration confidential. WarehouseQuote will not be liable for any loss or damage arising from your failure to keep your account information protected. You will: (i) notify WarehouseQuote immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (ii) not impersonate another user or provide false identity information to gain access to or use the Site. WarehouseQuote may implement password controls which require you to change your password every so often, and you agree to change your password when notified to do so.
By signing up on the Site, you represent and warrant that your information is true and accurate to the best of your knowledge. You agree not to submit false information when signing up on the Site or using the Services. By registering with the Site, you consent to receive periodic communication from WarehouseQuote regarding the status of your account or other information associated with your account or the Services provided through the Site.
2. SCOPE OF LICENSE
a. Grant. By registering with WarehouseQuote, and/or using the Site and Services, you are acquiring, and WarehouseQuote grants you, a non-exclusive, non-sublicensable, non-transferable, revocable (in the event you fail to comply with this Agreement or pay any applicable fees to WarehouseQuote), and limited license to use the Site and Services only for internal business purposes and in accordance with any documentation made available by WarehouseQuote and the terms and conditions of this Agreement. You may only use the Site and Services for internal business purposes to access and use the Services in accordance with this Agreement.
b. Restrictions. You may not use the Site and Services for any purpose, or in any manner not specifically authorized by this Agreement. You shall not, or permit any other person or entity to, (i) disassemble, reverse engineer, decrypt, decompile, create derivative works from, or translate the Site and Services, or any portion thereof, or recreate or attempt to recreate the Site or Services, in whole or in part by reference to the Site and Services, or perform any process intended to determine the source code for the Site and Services except to the extent that the foregoing restriction is prohibited by applicable law, (ii) copy, deliver, disclose, distribute or otherwise provide the Site and Services or any portion thereof, including any account or password information associated with your access to the Site and Services, to any third party, (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise make available any of the Site and Services to any person or entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service, (iv) remove, delete, alter or obscure any trademarks, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Site and Services, (v) input, upload, transmit or otherwise provide to or through the Site and Services or WarehouseQuote’s computer or network infrastructure, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code, (vi) use, or allow the use of the Site and Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign or other applicable law, or rules and regulations of regulatory or administrative organizations, (vii) act in a fraudulent, tortious, malicious or negligent manner when using the Site and Services, or (viii) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Site and Services, the or WarehouseQuote’s computer or network infrastructure. Any unauthorized attempt to assign, sublicense or grant other rights to the Site and Services shall be immediately and automatically void.
3. WAREHOUSEQUOTE PROPRIETARY RIGHTS
You acknowledge and agree that the Site and Services (including the firmware and software, technology, content, and all methods, concepts or techniques utilized therein) and related documentation are commercially valuable to WarehouseQuote, and its licensors or suppliers as the case may be, and are treated as confidential, proprietary and containing of trade secrets. You acknowledge and agree that WarehouseQuote, and its licensors or suppliers as the case may be, owns all right, title and interest in and to the Site and Services and any intellectual property rights therein and associated therewith, including without limitation any patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture, operation, or service of the Site and Services and all derivatives, modifications, translations, or extensions thereof. You recognize that nothing contained in this Agreement is intended to assign or grant to you any right, title or interest in or to the Site and Services or any associated intellectual property. Your use of the Site and Services is authorized only for the purposes herein set forth. Your use of the Site and Services shall cease immediately upon termination of this Agreement for any reason. All rights not expressly granted herein are reserved by WarehouseQuote.
4. USER CONTENT AND DATA
a. User Content. In connection with the Services, you may provide to WarehouseQuote certain content, including your trademarks, product names, slogans, logos, and other marketing and promotional content (“User Content”) for WarehouseQuote’s use in providing the Services to you. You hereby grant to WarehouseQuote a non-exclusive, non-transferable, royalty-free, and worldwide license to use the User Content you provide to WarehouseQuote for the purpose of providing the Services to you, including without limitation, sending electronic communications to your customers and end users.
b. User Data. During your use of the Site and Services and WarehouseQuote’s performance of the Services, you may submit to WarehouseQuote and WarehouseQuote may collect certain User Content and data relating to your use of the Site and the Services (“User Data”). You hereby grant to WarehouseQuote a non-exclusive, royalty-free, worldwide, irrevocable, perpetual right and license to collect and use such User Data (i) in order to provide you the Site and Services, (ii) process your account registration, (iii) email you our newsletter and/or blog posts, (iv) communicate with you about our Site or Services or to inform you of any changes to our Site or Services, (v) provide information to you about the type of warehouse facility that may be available to your business, (vi) provide support, (vii) maintain and improve our Site and Services, (viii) defend our legal rights and the rights of others, and (ix) for any other legitimate business purposes. WarehouseQuote may use your User Data to create anonymized and aggregated data sets for its own use in tracking user trends and purchasing habits and to provide such information to its affiliates and third parties. WarehouseQuote treats all personal information as Confidential Information (defined below) and will maintain such personal information in confidence and prevent its unauthorized use or disclosure as set forth in this Agreement. Notwithstanding the foregoing, WarehouseQuote may provide User Data to its affiliates and third-party contractors as necessary to provide the Site and Services to you.
c. Ownership of User Content and User Data. As between you and WarehouseQuote, you maintain all right, title and interest in and to the User Content and User Data you provide to WarehouseQuote through the Site or in connection with the Services. Except for the licenses granted herein, nothing in this Agreement shall be construed as granting WarehouseQuote an interest in and to the User Content and User Data you provide. By providing your User Content and User Data to WarehouseQuote, you represent and warrant that you own or otherwise have the right to provide WarehouseQuote such User Content and User Data and authorize WarehouseQuote’s user as described herein.
d. Hosting, Storage, and Processing of Information. In connection with the Site and Services, WarehouseQuote may store and/or host your User Content and User Data on its own systems and networks or a third party’s systems and networks, such as Amazon Web Services and Google. WarehouseQuote uses reasonable safeguards and security procedures in order to maintain the security, integrity and privacy of your information based upon the type and nature of such information; provided, however, that you acknowledge and agree that no such safeguard or security procedures can be 100% secure.
a. Nondisclosure of Confidential Information. Each party acknowledges and accepts the responsibility to maintain all Confidential Information (defined below) of the other party in confidence and to prevent its unauthorized use or disclosure, using measures the receiving party uses to protect its own similar confidential information, but in any event, no less than a reasonable degree of care. Without limiting the foregoing, each party agrees that it shall not publish, disclose or otherwise provide to any person (except employees or contractors with a legitimate need to know and who have entered into a written agreement with the receiving party containing confidentiality provisions as restrictive as those set forth in this Section), or use for any purpose other than those purposes contemplated by this Agreement, any Confidential Information it receives hereunder. To the extent the receiving party is required by subpoena or otherwise by law to disclose Confidential Information it received from the disclosing party, the receiving party shall provide the disclosing party with prompt written notice of such requirement and shall cooperate with the disclosing party in taking such steps as may be reasonably indicated to maintain the confidentiality of the information subject to disclosure. Each party acknowledges that violations of the terms hereof may cause the other immediate and irreparable damage for which monetary damages may be inadequate for which the other party is entitled to seek injunctive relief.
b. Definition of Confidential Information. “Confidential Information” shall mean any and all information and documentation relating directly or indirectly to the Site and Services, the business, business practices, trade secrets or affairs of a party, including but not limited to, that pertaining to (i) the internal business, financial and marketing information of either party, (ii) the firmware, software, object and source code and technical documentation (including, without limitation, the architecture, conceptual logic, know-how and other intellectual property embodied in the Site and Services and/or documentation, and made accessible to you hereunder), (iii) the Site and Services documentation, (iv) personal information, (v) the contractual terms, fees and pricing set forth in this Agreement and the discussions, negotiations and proposals related to this Agreement, or (vi) any other material or information received from the other party and which is designated as “confidential” or “proprietary”, or which are known, or under the circumstances surrounding disclosure reasonably should be known, as the confidential or proprietary material of the disclosing party. Confidential Information shall not include information that (1) was in the receiving party’s possession at the time it was received from the disclosing party, (2) is or becomes a matter of public knowledge through no wrongdoing of the receiving party, (3) is rightfully provided to the receiving party by a third party without restrictions of confidentiality, or (4) is independently developed by the receiving party without breach of this Agreement.
6. PROHIBITED ACTIVITIES
The following activities are expressly prohibited from the Site:
- Misrepresenting your identity or your purpose for using the Site.
- Making any speculative, false, or fraudulent reservation or any reservation in anticipation of demand.
- Reverse engineering the Site or any Services provided on the Site, including WarehouseQuote’s proprietary software and technology, to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Site or Services, (iii) copy any ideas, features or functions of the Site or Services, or (iv) copy and text or graphics on the Site or Services.
- Providing any information or content to the Site that violates any third party’s intellectual property and/or privacy rights.
- Providing any information or content to the Site or Services that contain software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of the Site or Services or any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of WarehouseQuote or any third party.
- Engaging in activity that compromises the Site or Services. Such activity may include, but is not limited to hacking, IP attacks, worms, viruses, spamming, phishing, cancel bots, Trojan horses, and mail bombing or crashing.
- Engaging in any activity designed to impede the use of the Site and Services by other users, including overloading and flooding.
- Framing or deep linking into the Site.
- Accessing the Site by means of automated processes, spiders, bots or similar devices.
- Sending or causing to be sent any text messages to any phone numbers for which you do not have valid and current prior express written consent, as defined by the Telephone Consumer Protection Act and applicable regulations.
This Agreement is effective until terminated by WarehouseQuote or you. WarehouseQuote or you may cancel or terminate this Agreement, and your right to access and use the Site and/or Services will end. At any time and without notice to you WarehouseQuote may cancel or terminate this Agreement if you fail to comply with any of the terms or conditions of this Agreement, as determined by WarehouseQuote in its sole discretion. Upon termination, you shall cease all use of the Site and Services, uninstall the Site and Services from all computers and device(s) upon which it is installed, and destroy all copies of the Site and Services in your possession.
8. REPRESENTATIONS AND WARRANTIES
a. Mutual Warranties. Each party represents and warrants that it has the legal authority and power to enter into this Agreement and that when executed, this Agreement will constitute a valid, legal and binding obligation of each party, enforceable in accordance with the terms herein.
b. User Warranties. You hereby represent and warrant that (i) you will use the Site and Services only as authorized by this Agreement, (ii) you have obtained all necessary rights (including any necessary customer, end user or other third party rights) to allow WarehouseQuote to collect, access, use, disclose and store the User Data associated with your use of the Site and Services and WarehouseQuote’s performance of the Services as set forth in this Agreement, (iii) the User Content that you provide to WarehouseQuote does not infringe the intellectual property rights of any third party, and (iv) you will comply with all laws, rules and regulations in accordance with your use of the Site and Services.
c. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK, AND THE SITE AND SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WAREHOUSEQUOTE DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WAREHOUSEQUOTE DOES NOT WARRANT THAT THE SITE AND SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT USE OF THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WAREHOUSEQUOTE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SITE AND SERVICES IN TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.
You agree to indemnify, defend and hold harmless WarehouseQuote and its directors, officers, affiliates, employees, agents, representatives, third party service providers, successors and assigns (each an “Indemnitee”) from and against any and all claims, damages, losses and expenses suffered or incurred by any such Indemnitee arising from, relating to or otherwise in respect of any loss, damage or to any person or property resulting from or relating to (i) your use of the Site and Services, (ii) any breach by you of this Agreement, including but not limited to, any breach of a representation and warranty made herein, (iii) any information or results obtained through use of the Site and Services or access to the Site and Services, or (iv) your gross negligence or willful misconduct. Without limiting the foregoing, you specifically agree to indemnify, defend, and hold harmless WarehouseQuote and each Indemnitee from any claim arising under or related to the Telephone Consumer Protection Act, state and federal telemarketing laws, and any related common law or statutory causes of action, including without limitation, any claims that WarehouseQuote’s transmission of marketing messages and communications to a Customer designated by you for inclusion in the Services violates any federal or state telemarketing or privacy laws, rules or regulations.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL WAREHOUSEQUOTE (OR ITS VENDORS OR RESELLERS) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR DEVICE FAILURE OR MALFUNCTION, SUBSTITUTE GOODS OR SERVICES OR ANY OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SITE AND SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE. FURTHERMORE, ANY OTHER DAMAGES RECOVERABLE BY YOU FROM WAREHOUSEQUOTE SHALL IN NO CASE EXCEED ONE THOUSAND DOLLARS ($1,000).
You agree that none of WarehouseQuote or its affiliates nor their respective suppliers, licensors, shareholders, directors, officers, managers, partners, agents, and employees shall have any responsibility or liability for damage to or a claim by you or by any third party (collectively “Claims”) arising from, or directly or indirectly in connection with, the operation and use of the Site and Services in accordance with, and envisioned by, this Agreement or otherwise. You agree that you shall have no recourse in respect of any such claim and shall bring no claim against the Site or its affiliates nor their respective suppliers, licensors, shareholders, directors, officers, managers, partners, agents, and employees, in respect of or in connection with any such Claim, now or in the future, whether known or unknown.
12. LINKS TO THIRD PARTY SITES
Any links to other websites not owned or operated by WarehouseQuote are provided solely as a convenience for you. WarehouseQuote’s listing of any third party does not create a partnership or affiliation with the third party. WarehouseQuote’s listing of any third parties does not constitute sponsorship or endorsement of these third parties. You shall make a competent consumer decision before purchasing goods or employing the services of any linked or listed third party. You hereby assume all risk associated with obtaining goods or services from any third party.
13. COPYRIGHT COMPLAINTS
WarehouseQuote respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information:
- Clear identification of the copyrighted work you claim was infringed;
- Clear identification of the material you claim is infringing the copyrighted work, and information that will allow us to locate that material on the Site, such as a link to the infringing material;
- Your contact information so that we can reply to your complaint, preferably including an email address and telephone number;
- A statement that you have a “good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law”;
- A statement that “the information in the notification is accurate, and under penalty of perjury, the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”;
- The notice must be signed by the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our agent for notice of claims of copyright infringement on the Site can be reached as follows:
Attn: WHQ Leadership
Address: 4825 NW 41st Street, Suite 500, Riverside, MO 64150
Email Address: CustomerNotice@warehousequote.com
14. INJUNCTIVE RELIEF
You agree that a breach of this Agreement will cause irreparable injury to WarehouseQuote for which monetary damages would not be an adequate remedy and WarehouseQuote shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, security or proof of damages.
15. CUSTOMERS IN THE EUROPEAN ECONOMIC AREA OR UNITED KINGDOM
If you are a customer in the European Economic Area (EEA) or United Kingdom, we will act as a data processor and you will act as a data controller as such terms are defined in the General Data Protection Regulation 2016/679 and UK General Data Protection Regulation (collectively, “GDPR”). We will process personal data, as defined in GDPR, that we receive from you in accordance with your instructions as reflected in our agreement with you, for the purposes of the agreement, and for the duration of the agreement. We will take reasonable steps to ensure that personal data is processed by individuals who have a need to access that data and who have agreed to treat it confidentially. You consent to Amazon Web Services and Google as sub-processors for data storage and subject to us entering into appropriate sub-processing agreements. We will provide reasonable notice before using additional or different sub-processors. We will provide reasonable assistance to you in responding to data subject requests and personal data breaches. We store personal data in the United States. For such processing, we agree to the Standard Contractual Clauses (SCCs) as may be modified, supplemented, or replaced by the European Commission. We agree to implement any technical or organizational supplementary measures as may be required. We will act as the “data importer” and you will act as the “data exporter.” Upon your reasonable request, we will make available information necessary to demonstrate compliance with these obligations and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you.
16. GENERAL PROVISIONS
a. Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND WAREHOUSEQUOTE (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH WAREHOUSEQUOTE, INCLUDING WITHOUT LIMITATION DISPUTES ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, YOUR USE OF THE SITE AND/OR SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S (“AAA”) RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement.
b. Waiver of Right to Jury; Class Action Waiver. TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A CLASS REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, CLASS ARBITRATION, CONSOLIDATION OF INDIVIDUAL ARBITRATIONS, OR OTHER PROCEEDING FILED AGAINST WAREHOUSEQUOTE AND/OR RELATED THIRD PARTIES.
c. Entire Agreement. This Agreement constitutes the entire agreement between you and WarehouseQuote with respect to the Site and Services and supersedes all prior negotiations, discussions or representations, whether written or oral.
d. Assignment. WarehouseQuote may assign this Agreement without notice to you. You may not assign or transfer this Agreement without the prior written consent of WarehouseQuote, which may be withheld in its sole discretion. Any attempted assignment or transfer in violation of the foregoing will be void.
e. Governing Law; Venue. This Agreement will be governed by the laws of the State of Missouri, excluding its conflicts of law rules, and the United States of America. Without waiving the foregoing arbitration clause, you agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Missouri.
f. Severability. If any provision of this Agreement is held to be unenforceable in mediation or by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in effect, to be construed as if the unenforceable provision was originally deleted and to be further construed in such a manner as to give effect to the intent of the parties to the greatest extent possible.
g. Independent Contractors. You and WarehouseQuote are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party.
h. No Third-Party Beneficiaries. You acknowledge and agree that nothing in this Agreement creates a right enforceable by any person or entity other than you and WarehouseQuote.i. Notices. If you have any questions or concerns regarding this Agreement, you may contact WarehouseQuote at firstname.lastname@example.org.