Customs City Global Solutions Inc.

Terms of Service Agreement

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“Customer” is the party that accepted the Customs City Global Solutions Inc. Terms of Service Agreement

“Supplier” is Customs City Global Solutions Inc.

“SaaS Products & Services” is the work related to project management, customization, testing, training, support, transactions and maintenance services provided by the Supplier

“Confidential Information” is the customer and supplier’s confidential information which relates to the subject matter of this Agreement and includes:

(a)          information about the Services

(b)          information relating to the business strategies of either Party;

(c)          trade secrets which are not in the public domain

Except as provided herein, the Customer shall not, directly or indirectly, disclose any Confidential Information provided by the Supplier to any other party without the prior written consent of the Supplier.  The Supplier may disclose Confidential Information to its parent, subsidiary, or other related companies, or its sub-contractors for the purposes of carrying out its obligations under this Agreement.

Any Confidential Information provided to the Customer may be used solely and exclusively for the purposes of performing this Agreement and not for any other purposes except with the prior written consent of the Supplier.  Customer agrees to protect the Confidential Information from disclosure to the same extent and by the same means, it uses to protect its own confidential or proprietary information until such time as the Confidential Information lawfully becomes public knowledge.

“Force Majeure” means a circumstance beyond the reasonable control of the Parties which results in a Party being unable to observe or perform on time an obligation under this Agreement

The Supplier shall not be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.  If a delay or failure by a Party to perform its obligations is caused or anticipated by Force Majeure, the performance of that Party’s obligations will be suspended for the duration of the Force Majeure.

If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may immediately terminate the Agreement on providing notice in writing to the other Party.

  1. Scope of Agreement. The Supplier will provide the SasS Services when this agreement is executed by the Customer and the Supplier. The Services and deliverables are deemed to have been accepted upon the Customer taking possession of the deliverables.
  1. Customer Obligations. The Customer represents that (i) the individual accepting this Agreement is duly authorized to enter into this Agreement on the Customer’s behalf and to bind the Customer
  1. Pricing. The Customer agrees to pay to the Supplier the charges stated on the Customs City Global Solutions Inc website located below including all applicable taxes associated with the performance and supply of the Services, within 30 days from the date of invoice. Charges paid are non-refundable.  Prices on the Customs City Global Solutions Inc. website are subject to change periodically from time to time.

Truck ACE eManifest Pricing https://www.customscity.com/pricing/ or

Air ACE eManifest Pricing https://www.customscity.com/ace-air-pricing/ or

RNS/ACI eManifest Pricing https://www.customscity.com/rns-pricing/

  1. Intellectual Property Rights. This Agreement does not grant to the Customer any intellectual property rights (including without limitation copyright, trademark, and patents rights whether or not registered or otherwise perfected under local law
  1. General. No warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise including the implied warranties or conditions of merchantability or fitness for a particular purpose is given by the Supplier. The Supplier does not warrant the uninterrupted or error-free operation of the Services or deliverables or that the Supplier will correct all defects. Customs City Global Solutions Inc. will, however, use all reasonable commercial efforts to prevent any service failures from happening and to protect the Customer’s data and privacy at all times.
  1. Limitation of Liability. In no event shall the Supplier be liable for any indirect or consequential loss, cost or expense of any kind whatever and however caused, whether arising under contract, tort or otherwise including loss of production, loss of business, loss of profits or of contracts and loss of goodwill even if the Supplier has been advised of their possibility. This Agreement does not grant or confer any rights or benefits on or to any third

In any event, the Supplier’s total liability in connection with this Agreement shall not exceed in aggregate the charges paid by the Customer in the three (3) months immediately preceding the time when the cause of action first arose.

  1. Terms and Termination. This Agreement shall be effective from the date of acceptance of this Agreement by both Parties. This contract auto-renews on a month to month basis. Customer can terminate this agreement at any time with 30 days written(emailed) notice.  Any remaining fees of the contract incurred by the Customer up to the date of termination are payable in full.

Unless specifically stated otherwise and without limitation, either Party may terminate this Agreement immediately by notice in writing if:

(a)          the Party in default is in breach of any term of this Agreement and such breach is not remedied  within thirty (30) days after the notice is given by the non-defaulting Party to remedy the said breach;

(b)          the other Party becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration or ceases, threatens or resolves to cease to carry on its business.

If the Customer fails to meet its obligations under this Agreement, the Supplier may terminate this Agreement by providing written notice.  Regardless of the cause of termination, the Customer agrees to pay the Supplier for Services and deliverables provided, furnished, supplied, developed or otherwise prepared prior to the date of termination.

  1. Governing Law. This Agreement shall be governed in accordance with the laws of Ontario, Canada. The Parties hereby submit to the jurisdiction of Ontario.

     9.    IndemnificationYou agree to indemnify, defend and hold harmless Customs City Global Solutions Inc. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference or your violation of any law or the rights of a third-party.

    10. Entire Agreement- The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

This Terms of Service Agreement and any policies or operating rules posted by us on this site or with respect to the Customs City Global Solutions Inc. service constitutes the entire agreement and understanding between you and us and govern your use of the Customs City Global Solutions Inc. service, superseding any prior or concurrent agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

  1. Privacy Policy. A copy of Customs City Global Solutions Inc. Privacy Policy can be found at https://www.customscity.com/privacy-policy/