Last modified: April 12, 2021.
The terms of this agreement (the “Terms of Use”) govern your use of the Pallet Connect website and mobile application (collectively, the “Platform”). The Platform is operated by Pallet Connect Inc. (referred to as “Pallet Connect”, “we” or “us”).
By clicking to accept the Terms of Use, you confirm that you have reviewed the Terms of Use as well as the Privacy Policy (linked below), understand the content of and agree to abide by the terms and conditions contained in each of the Terms of Use and the Privacy Policy.
The purpose of the Platform is to provide our customers (referred to as “Clients”) a platform that allows them to compile and organize their own data and information and display back and share such data and information amongst its internal staff and various end users (the “Services”).
Each client account (a “Client Account”) will have multiple associated user accounts set up under it. Each Client Account will specify one primary user profile (the “Primary User”), which shall be responsible for payment of the Client Account and oversight of the various Client user accounts that are authorized by the Primary User to access and use the Platform on the Terms of Use as set out herein (the “Authorized Users”).
Authorized Users may include the Client Primary User; “Internal Users”, being authorized client managers, employees, and contractors; and “External Users”, being the Client’s suppliers, vendors, and customers, and their respective employees and contractors.
Use of the Platform is offered to you by Pallet Connect on your acceptance of these Terms of Use, our Privacy Policy that governs the collection, use and disclosure of information (including personal, non-identifying and aggregate information) from users, and other notices posted on the Platform from time to time.
Your use of the Platform indicates your acknowledgment and agreement to these Terms of Use, as well as our Privacy Policy and other notices posted on the Platform, all of which are hereby incorporated into these Terms of Use. If you do not agree with the Terms of Use or the Privacy Policy, you must not access or use the Platform.
The Platform is only available for use by those who may lawfully enter into contracts with us under the law applicable to such contract. If you do not qualify, you are not permitted to access or use the Platform.
Pallet Connect reserves the right, in its sole discretion, to modify, alter or otherwise update these Terms of Use at any time without prior notice or liability to you. All such modifications are effective immediately upon posting. You agree to periodically review the Terms of Use, and to be bound.
by such modifications, alterations or updates. You agree that any subsequent use by you of the Platform following changes to these Terms of Use shall constitute your acceptance of all such changes.
The content on our Platform is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site.
Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date. Your use of the Platform is at your own risk and neither Pallet Connect nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever for your use of this Platform.
This Platform includes content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by Pallet Connect, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Pallet Connect. Neither Pallet Connect nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
Pallet Connect hereby grants its’ Clients and their Authorized Users a non-exclusive, non-assignable and non-transferable license to use the Platform. The license granted to a Client may be limited to a specific number of Authorized Users or it may be enterprise-wide. Whether accessing the Platform as a Primary User, Internal User, or External User, you acknowledge that you may not sublicense, assign or otherwise transfer this license. Without limiting the foregoing, you may not reproduce the Platform for sublicensing, resale, or distribution, including without limitation, operation on a time-sharing or service bureau basis or distributing the Platform. You may not, and shall not cause or permit any person to, reverse engineer, decompile, disassemble or otherwise attempt to determine source code or protocols from the Platform.
Pallet Connect may alter, modify, update, suspend, discontinue, eliminate, cancel and/or terminate any aspect of the Platform, including the availability of any and all of its features, at any time, in its sole discretion without notice or liability to you.
In connection with your use of the Platform, you acknowledge and agree that you are strictly prohibited from: (i) committing unauthorized intrusions into any part of the Platform or related systems which are restricted from general access; (ii) circumventing security provisions in order to improperly access the Platform; (iii) uploading, posting or transmitting through or on the Platform any viruses or other harmful, disruptive or destructive files; or (iv) using the Platform in any other manner so as to interfere with the access to and/or usage of the Platform by another user.
If you choose to access the Platform from locations other than Ontario, you will be solely responsible for compliance with all local laws of such other jurisdiction.
Pallet Connect IP. You acknowledge that, as between you and Pallet Connect, Pallet Connect owns or has the right to use, all right, title, and interest, including all intellectual property rights, in and to the Platform and materials contained in the Platform, other than User Data. UNAUTHORIZED COPYING, REPRODUCTION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING OR DUPLICATING ANY OF THE MATERIAL ON THE PLATFORM IS PROHIBITED.
User Data. We acknowledge that, as between Pallet Connect and you, you own all right, title, and interest, including all intellectual property rights, in and to the User Data. You hereby grant to us a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for us to provide the Services to you.
Feedback. If you transmit or send any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"). You hereby assign on your behalf and your organization’s behalf, and on behalf of your employees, contractors and/or agents as applicable, all right, title, and interest in, and Pallet Connect is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Pallet Connect is not required to use any Feedback.
To use the Platform, you must register for an account or, if you are part of an organization, be assigned an account by your organization’s administrator. If you are part of an organization and have created an individual user account, please check with your organization’s administrator to see if your individual user account can be linked with your organization’s account.
Internal Users may register as “Manager”, “Accounts”, “Warehouse” or “Driver” under the Client Account. External Users may register as “Customer”, “Supplier”, or “Vendor” under the Client Account.
Upon registering for a user account or logging into your assigned user account for the first time, you agree to: (i) provide accurate, current and complete information as may be prompted by any registration forms; (ii) maintain the security of your password; (iii) maintain and promptly update any registration data and any other information you provide to the Platform, and to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to the registration data and any other information you provide to the Platform. You are responsible for all activity under your user account.
Your provision of registration information constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy, found at Privacy Policy.
Fees payable on behalf of each Client Account are determined by the number of Internal Users who will be using the Platform. Client Accounts may have an unlimited number of linked “Customer” and “Supplier” External Users, however an additional charge may be payable for each “Vendor” External User.
The Client’s Primary User will be responsible for payment of fees on behalf of the Client Account.
We may change the fee structure or fees we charge for use of the Platform from time to time. If your fees change, we will give you at least thirty (30) days’ notice. All fees are final and non-refundable.
You are responsible for all taxes applicable to the fees in any applicable jurisdiction.
From time to time we may offer additional features and functions available through the Platform, for an additional fee. Additional terms and conditions may be applicable to these parts of the Platform and are hereby incorporated by reference into these Terms of Use.
By submitting your personal information and using our Platform, you consent to the collection, use, reproduction, hosting, transmission and disclosure of any such User Data in compliance with our Privacy Policy, found at Privacy Policy , as we deem necessary for use of the Platform.
By using this Platform you are consenting to the use of local storage which allows a server to recall previous requests or registration and/or IP addresses to analyze Platform use patterns. You can set your browser to turn off local storage, however if you do, some areas of the Platform may not function adequately.
The Platform functionality such as internal message notifications, emails, chats and other such interactive functions (collectively, "Interactive Functions") The Interactive Functions allow a Client’s Authorized Users to submit, post, publish, display, transmit or exchange (collectively, "submit") information, data, and other content, in whatever form or medium through the Platform, amongst and between each other (collectively, "User Data"). Your submission of User Data to the Platform is governed by our Privacy Policy found at Privacy Policy.
By submitting the User Data, you declare and warrant that you own or have the necessary rights to submit the User Data and comply with these Terms of Use. You represent and warrant that all User Data complies with applicable laws and regulations and the User Data and Site Content Standards set out in these Terms of Use.
You understand and agree that you, not Pallet Connect nor Pallet Connect' parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any User Data you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable for any third party content posted on the Platform.
As a condition of your access and use, you agree that you may use the Platform only for lawful purposes and in accordance with these Terms of Use.
The following content standards apply to any and all User Data and any and all Interactive Functions. Any and all User Data must comply with all applicable federal, provincial, local, and international laws, regulations and terms of service.
Without limiting the foregoing, you warrant and agree that your use of the Platform and any User Data shall not:
(a) In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy found at Privacy Policy.
(b) In any manner violate the terms of use of any third-party Platform that is linked to the Platform.
(c) Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Pallet Connect' sole discretion.
(d) Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations or code.
(e) Involve, provide or contribute any false, inaccurate or misleading information.
(f) Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the User Data and site content standards set out herein.
(g) Impersonate or attempt to impersonate Pallet Connect, a Pallet Connect employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
(h) Transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
(i) Encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm Pallet Connect or users of the Platform or expose them to liability.
(j) Cause annoyance or inconvenience to any other person.
(k) Promote any illegal activity, or advocate, promote, or assist any unlawful act.
(l) Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
Pallet Connect has the right, without provision of notice to:
· Remove or refuse to post on the Platform any User Data for any or no reason in our sole discretion.
· At all times, take such actions with respect to any User Data deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the Platform and User Data and Site Content Standards or Terms of Use.
· Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.
· Terminate or suspend your access to all or part of the Platform for any or no reason, including, without limitation, any violation of these Terms of Use.
YOU WAIVE AND HOLD HARMLESS PALLET CONNECT AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY PALLET CONNECT AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER PALLET CONNECT OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
We have no obligation, nor any responsibility to any party to monitor the Platform or its use, and do not and cannot undertake to review material that you or other users submit to the Platform. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
THE PLATFORM AND ALL MATERIAL ON THE PLATFORM ARE DISTRIBUTED AND TRANSMITTED "AS IS" AND PALLET CONNECT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PALLET CONNECT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PALLET CONNECT MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, THE SERVICES PROVIDED THROUGH THE PLATFORM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT´S OR ANY OTHER PERSON´S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
WE MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR FREE OR CORRECTED IN THE EVENT OF A DISCOVERY OF ANY ERRORS, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PALLET CONNECT IS NOT RESPONSIBLE OR LIABLE FOR ANY BREACH OF SECURITY OF OR ANY INFECTIONS OR CONTAMINATION OF YOUR SYSTEM OR FOR ANY DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THE PLATFORM OR WITH RESPECT TO THE MATERIAL CONTAINED IN THE PLATFORM.
IN NO CASE SHALL PALLET CONNECT , OUR SUPPLIERS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE UNDER OR IN CONNECTION WITH THESES TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PALLET CONNECT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
To the maximum extent permitted by applicable law, you agree to indemnify, defend and hold harmless Pallet Connect, our suppliers and each of their respective directors, officers, employees, affiliates, agents and contractors from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your use of the Platform or your breach of these Terms of Use or any documents they incorporate by reference, or your violation of any law or the rights of a third party, including but not limited to third party intellectual property rights.
We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, which shall not excuse or limit your indemnity obligations. No settlement shall be made by you of any matter subject to indemnification by you without our prior written consent, which consent shall be exercised on a reasonable basis.
We use commercially reasonable security measures to safeguard the security of the Platform in order to prevent access, loss, interception or alteration by unauthorized parties. Such security measures can include physical security measures, organizational controls on access to information, and electronic safeguards such as industry compliant password policies, the latest firewall hardware solutions and 256 bit encryption, where and as appropriate. We only work with partners, suppliers and agents that have similarly reasonable security measures in place to safeguard the security of the Platform.
While we use commercially reasonable security measures to safeguard the security of the Platform, the transmission of data over the Internet or other publicly accessible networks is inherently insecure, and is subject to possible unauthorized access, loss, interception or alteration while in transit. Accordingly, we do not assume any liability for any damage you may experience or costs you may incur as a result of any transmissions over the Internet or other publicly accessible networks, and in no event will the information you provide to us result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without our consent. Notwithstanding the foregoing, to the extent that you are able to access the information of third parties through the Platform, we do not grant you any right or license to use such information.
The Platform may include or be distributed with third party software covered by an open source software license that supersedes the licensing terms of these Terms of Use to the extent required by any such open source license. All open source software is provided WITHOUT ANY WARRANTY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
The Platform may include links to other websites that are independently operated and not affiliated with Pallet Connect. When leaving the Platform you may be subject to the legal terms and conditions and privacy policies of these other websites. Please carefully review the third party’s policies and practices and make sure that you understand them. Complaints, claims, concerns or questions regarding third-party websites should be directed to the third party.
Pallet Connect does not recommend or endorse any such third party websites or any information, products or services on linked websites. We do not warrant or expressly disclaim any liability associated with such sites and/or their information, products or services. Links are provided for convenience and information only, and we assume no responsibility for their content or their privacy practices, nor is liability assumed for any incompatibility, viral infection or other destructive/disruptive components on or from such sites.
We may, in our sole discretion, terminate your access to the Platform, or any portion of the Platform, without notice. Such action is in addition to, and not in lieu or limitation of, any other right or remedy we may have available at law. We shall not be liable to you or any third party for any such termination or discontinuance.
These Terms of Use shall be subject to, governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws provisions thereto. If there is any claim or action by you relating to the Platform, you irrevocably agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, with respect to the subject matter hereof.
If any provision of these Terms of Use is held invalid or unenforceable in any respect by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms of Use shall continue in full force and effect. No waiver of any provision of these Terms of Use by Pallet Connect shall be deemed a further or continuing waiver of such provision or any other provision of these Terms of Use.
These Terms of Use are binding upon you, your heirs, executors, beneficiaries, successors and assigns and you may not assign this agreement to any other party without our prior written consent, which consent may be withheld in our sole discretion. We may assign this agreement to any affiliate or successor of Pallet Connect without notice thereof to you.
If you have any questions or comments about these Terms of Use, please contact by e-mail at info@palletconnect.com or by phone at +1 844-220-1110.