Last Modified: July 10, 2023

IMPORTANT: BEFORE ACCESSING OR USING ANY PART OF THE WWW.LIMINALNETWORK.COM WEBSITE (THE "WEBSITE"), YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF SERVICE (THE "TERMS AND CONDITIONS"). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LIMINAL NETWORK LLC. ("LIMINAL NETWORK"). FOR PURPOSES OF THESE TERMS AND CONDITIONS, "LIMINAL NETWORK" SHALL INCLUDE ANY AFFILIATED COMPANY. THESE TERMS AND CONDITIONS GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE AND ALL SERVICES, PRODUCTS, APPLICATIONS, SOFTWARE, PROGRAMS, TOOLS, MATERIALS, CONTENT, WEBSITES OR PAGES, MOBILE APPLICATIONS, INSTALLED APPLICATIONS, ELECTRONIC DATA INTERCHANGE, APPLICATION PROGRAM INTERFACE, E-MAIL, AND SERVICE OFFERINGS OR INFORMATION AVAILABLE THROUGH THE WEBSITE OR USED IN ANY MANNER RELATED THERETO (EACH REFERRED TO HEREIN AS A "SERVICE" AND/OR COLLECTIVELY AS THE "SERVICES"). LIMINAL NETWORK IS WILLING TO ALLOW YOU ACCESS TO AND USE OF THE WEBSITE ON THE STRICT CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR OTHERWISE USE THE WEBSITE OR THE SERVICES. BY ACCESSING, VIEWING, OR USING THE WEBSITE AND SERVICES, YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS HEREIN AND, AS THEY MAY CHANGE FROM TIME TO TIME, THAT YOU AGREE TO THEM AND INTEND TO BE LEGALLY BOUND BY THEM. "YOU" OR "YOUR" REFERS TO THE INDIVIDUAL USING THE SERVICE AND IF YOU USE THE SERVICE ON BEHALF OF A CORPORATION, LLC, PARTNERSHIP, OR OTHER ENTITY, THEN "YOU" SHALL INCLUDE THAT ENTITY AND ANY INDIVIDUALS ASSOCIATED THEREWITH USING THE SERVICE. BY USING THIS WEBSITE YOU REPRESENT AND WARRANT YOU ARE OF LEGAL AGE AND CAPACITY AND HAVE AUTHORITY TO ENTER INTO THIS CONTRACT. IF YOU ARE USING THE SERVICE ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY, YOU ARE NEVERTHELESS INDIVIDUALLY BOUND BY THESE TERMS AND CONDITIONS EVEN IF YOUR COMPANY HAS A SEPARATE AGREEMENT WITH LIMINAL NETWORK.

The Terms and Conditions are as follows:

1. LIMITATIONS ON SERVICE: YOU agree to comply with and adhere to the Terms and Conditions and any other policies issued by LIMINAL NETWORK related to the SERVICES. Violation of any of the Terms and Conditions stated herein or any other LIMINAL NETWORK policies may result in termination of YOUR access to and/or use of the SERVICES. LIMINAL NETWORK reserves the right to, and YOU hereby acknowledge and agree that, LIMINAL NETWORK may in its sole discretion refuse access to and/or use of the SERVICES to anyone for any reason at any time, including to YOU.
2. AMENDMENTS AND UPDATES TO THE TERMS AND CONDITIONS: LIMINAL NETWORK reserves the right to change the Terms and Conditions from time to time without notice. YOU agree that any new features that augment or enhance the SERVICES, including the release of new tools and/or resources, shall be subject to the Terms and Conditions. Continued use of any SERVICE after any such changes shall constitute YOUR express, irrevocable consent to such changes. YOU can review the most current version of the Terms and Conditions at any time at https://www.liminalnetwork.com/terms.
3. MODIFICATIONS TO THE SERVICE: LIMINAL NETWORK, in its sole discretion, has the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any SERVICE (or any part thereof) with or without notice for any reason at any time.
4. LIMINAL NETWORK SERVICE: Each SERVICE is an internet-based software platform that provides a data exchange solution designed to streamline customer experience. Each SERVICE is not itself, nor is it an agent for, any broker, motor, air, or rail carrier, freight forwarder or any other form of freight transportation provider (individually or collectively referred to as a "Transportation Provider" or "Transportation Providers"). All status updates, delivery dates, and documents are provided directly from Transportation Providers and LIMINAL NETWORK is not responsible for the accuracy or completeness of that information. Any shipments with a Transportation Provider participating in any SERVICE platform are subject to the terms and conditions of the particular Transportation Provider with whom transportation has been arranged.
5. SUBSCRIPTION FEES AND PAYMENT TERMS: LIMINAL NETWORK offers payment-based service plans under which LIMINAL NETWORK charges a subscription fee for use of the SERVICES. Subscription fee rates will be established upon the opening of an account with LIMINAL NETWORK by YOU or by the entity with whom YOU are associated. All users are subject to credit approval. All charges are payable in US Dollars and are due upon receipt or upon agreed-upon terms. Payment failure may result in the removal of access from the LIMINAL NETWORK APIs without notice. LIMINAL NETWORK reserves the right to amend or adjust the subscription fee from time to time and will provide thirty (30) day notice of any subscription fee adjustments to YOU prior to enacting the change. When paying by credit card or electronic funds, YOU agree to be responsible for all charges payable, including any adjustments. These charges and adjustments, if any, will be automatically debited to YOUR credit card or bank account.
6. USER INFORMATION REQUIRED; RIGHTS GRANTED BY YOU TO LIMINAL NETWORK; AUTHORIZATION: YOU must provide YOUR first name, last name, company/business/entity name, a valid email address and any other information requested in order to complete the signup/login process. YOU agree that this information provided by YOU will be accurate and current and YOU further agree to maintain and promptly update this information as necessary. YOU must also provide YOUR account information related to the various Transportation Providers you wish to contact through the SERVICES. By submitting YOUR name, company name, email, and Transportation Providers' websites passwords, usernames, account information, data, and other content to LIMINAL NETWORK through the SERVICES to access and use the SERVICES, YOU are licensing that Content to LIMINAL NETWORK for the purpose of providing the SERVICES. LIMINAL NETWORK may use and store the content in accordance with these TERMS AND CONDTIONS and our Privacy Statement. You represent that YOU are entitled to submit it to LIMINAL NETWORK for use for this purpose, without any obligation by LIMINAL NETWORK to pay any fees or be subject to any restrictions or limitations. By using the SERVICES, YOU expressly authorize LIMINAL NETWORK to access YOUR account information maintained by identified Transportation Providers, on YOUR behalf as YOUR agent. The SERVICE will be directly connected to the information systems for the Transportation Providers YOU have identified. LIMINAL NETWORK will submit information including usernames, passwords, and API keys that YOU provide to log into the Transportation Providers' websites. YOU hereby authorize and permit LIMINAL NETWORK to use and store information submitted by YOU to accomplish the foregoing and to configure the SERVICES so that it is compatible with the Transportation Providers' websites for which YOU submit YOUR information. For purposes of this Agreement and solely to provide the Transportation Providers' websites information to YOU as part of the Service, YOU grant LIMINAL NETWORK a limited power of attorney, and appoint LIMINAL NETWORK as YOUR attorney-in-fact and agent, to access Transportation Providers' websites, retrieve and use YOUR information with the full power and authority to do and perform each thing necessary in connection with such activities, as YOU could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN LIMINAL NETWORK IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM TRANSPORTATION PROVIDERS' WEBSITES, LIMINAL NETWORK IS NOT ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE TRANSPORTATION PROVIDER THAT OPERATES THE TRANSPORTATION PROVIDER WEBSITE. YOU understand and agree that the SERVICES are not sponsored or endorsed by any Transportation Providers accessible through the SERVICES. LIMINAL NETWORK is not responsible for any payment processing errors or fees or other SERVICES-related issues, including but not limited to those issues that may arise from inaccurate account information. As your limited attorney in fact and/or agent, YOU authorize us to work with Transportation Providers on YOUR behalf by, including, but not limited to, using their website, creating website accounts, accessing website functionality, and/or consuming web services/APIs to retrieve electronic information concerning YOUR shipments, including, but not limited to, rates, tariffs, discount structure and/or shipment status. In no event shall LIMINAL NETWORK be liable or responsible for any carrier and/or broker billing or tariff inaccuracies. If YOU choose to use any FedEx transportation provider as a carrier within YOUR SERVICES, please note that (i) FedEx only assigns meter numbers to its customers who (a) successfully complete the FedEx customer registration process in accordance with the FedEx Program Manual, including executing FedEx's written end user license; and, (b) agree to FedEx's terms of services (including, the FedEx Services Guide, the terms of carriage, license agreement) and credit policies, as may be modified, from time to time, by FedEx in its sole discretion, prior to FedEx providing any FedEx Services; and (ii) that any FedEx customer software may only be used by such FedEx customer to ship packages on behalf of such FedEx customer.
7. ACCOUNT SECURITY: YOU agree that YOU are solely responsible for maintaining and protecting the security of YOUR SERVICES account and password. YOU agree to use security measures mandated by LIMINAL NETWORKS when using LIMINAL NETWORK services.
8. YOU further agree that LIMINAL NETWORK is not liable for any loss or damage resulting from YOUR failure to comply with this security obligation. YOU will refrain from charging anyone for access to any portion of the SERVICE, or any information therein. YOU will not allow non-registered users access to the SERVICE nor share any information from the SERVICE with any non-authorized users. Further, YOU agree YOU are fully responsible for anything that happens through YOUR account, regardless of whether the user was properly registered or authorized. LIMINAL NETWORK will consider any instructions or actions through YOUR account as properly authorized.
9. INFORMATION PROVIDED BY YOU TO LIMINAL NETWORK: By providing information through the SERVICE, YOU represent and warrant that YOU are entitled to submit the information and that the information is true, accurate, complete, current, not confidential, and not in violation of any contractual restrictions or other third party rights. It is YOUR responsibility to ensure the accuracy of all information provided and to keep YOUR profile information accurate and updated.
10. USER ELIGIBILITY AND REQUIREMENTS: To be eligible to use the SERVICE, YOU must meet the following criteria and represent and warrant that YOU: (1) are 18 years of age or older; (2) are not currently restricted from the SERVICES, or not otherwise prohibited from having an account, (3) have full power and authority to agree to these Terms and Conditions and doing so will not violate any other agreement to which YOU are a party; (4) will not violate any rights of LIMINAL NETWORK, including these TERMS AND CONDITIONS and/or any intellectual property rights such as copyright, patent, licensing, or trademark rights; (5) agree to provide at YOUR cost all equipment, software, and internet access necessary to use the SERVICES; and (6) agree not to reproduce, copy, sell, resell, or exploit any portion of the SERVICE (including, but not limited to, the HTML/CSS or visual design elements of the WEBSITE), or use the SERVICE or access the SERVICE without the express written permission of LIMINAL NETWORK. Violation of this paragraph may result in civil and/or criminal penalties and fines as well as liability for attorney fees.
11. COMPLIANCE WITH LAWS: YOU agree that YOU are responsible for, warrant compliance with, and will adhere to any and all applicable federal, state, local, foreign and international laws, regulations, ordinances, executive orders, rules, orders, standards, conventions, directives, and treaties.
12. MISUSE OF THE SERVICES: YOU agree to use the SERVICE only for the purpose for which it is intended. YOU agree not to modify, adapt, reverse engineer, create derivative works from, or hack the SERVICE or modify another WEBSITE so as to falsely imply that it is associated with the SERVICE, LIMINAL NETWORK, any LIMINAL NETWORK affiliates or any other LIMINAL NETWORK service. YOU agree not to use the SERVICE for any illegal or unauthorized purpose or activities. YOU agree not to upload, post, host or transmit unsolicited emails or text messages including "junk mail" and "spam" messages or upload, post, host, e-mail, or transmit any content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property rights or these Terms and Conditions. YOU agree not to knowingly transmit any worm or virus or code of a destructive nature which interferes in any way with the SERVICE.
13. DISALLOWED CONTENT: LIMINAL NETWORK does not pre-screen content, but LIMINAL NETWORK has the right, but not the obligation, in its sole discretion, with or without notice, to refuse or remove any content for any reason or upon cancellation or termination of SERVICE. Further, LIMINAL NETWORK, has the right, but not the obligation, with or without notice, to remove content and accounts containing content that it determines in its sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property rights or these Terms and Conditions.
14. DELETED CONTENT: Content cannot be recovered once it is deleted. LIMINAL NETWORK has no obligation to store, maintain or provide YOU with a copy of any content that YOU or other users provide when using the SERVICES.
15. LIMITED LICENSE: On the condition that YOU comply with all YOUR obligations under these Terms and Conditions, we grant YOU a limited, revocable, nonexclusive, non-assignable, non-sublicenseable license and right to access the SERVICES, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of LIMINAL NETWORK), view information and use the SERVICES that we provide on LIMINAL NETWORK webpages and in accordance with these Terms and Conditions. We reserve all rights not expressly granted in these Terms and Conditions, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in LIMINAL NETWORK and all related items, including any and all copies made of the LIMINAL NETWORK WEBSITE. The limited license provided herein is revocable at any time and for any reason by LIMINAL NETWORK.
16. INTELLECTUAL PROPERTY: All content and SERVICES on the LIMINAL NETWORK WEBSITE, including, but not limited to, trademarks and logos, designs, text, graphics, sounds, images, software, source code, and other WEBSITE materials (the "Materials") are the intellectual property of LIMINAL NETWORK. No rights of any kind are licensed or extended to YOU regarding the Materials and/or any LIMINAL NETWORK intellectual property, except to the extent that a limited license to access and use the SERVICES is provided as set forth in Section 14 of the Terms and Conditions. None of the Materials may be copied, reproduced, or distributed in any form without the prior written permission of LIMINAL NETWORK. YOU may not, directly or indirectly scrape, harvest, or otherwise extract data from the WEBSITE and/or the SERVICES through the use of bots, crawlers, spider technology and/or other similar software without LIMINAL NETWORK's prior written authorization. YOU may not reverse engineer or create derivative products from the Materials. LIMINAL NETWORK, the LIMINAL NETWORK logo, and other marks related to LIMINAL NETWORK products and services ("LIMINAL NETWORK Marks") are the exclusive and valuable property of LIMINAL NETWORK. The LIMINAL NETWORK Marks can only be reproduced or displayed with specific written permission from LIMINAL NETWORK.
17. NO WARRANTY OF ACCURACY OF INFORMATION: LIMINAL NETWORK is not responsible for and does not endorse, review, or monitor any person using or subscribing to the SERVICE. LIMINAL NETWORK does not have any obligation to verify the identity of the person using or subscribing to the SERVICE. LIMINAL NETWORK does not warrant the accuracy of information provided by users or subscribers and does not warrant and shall not be liable to YOU for the accuracy or timeliness of information provided through the SERVICES. The SERVICE may, from time to time, contain links to other Internet websites for the convenience of users. These sites and any other sites operated or maintained by third parties are operated or maintained by organizations over which LIMINAL NETWORK exercises no control, and LIMINAL NETWORK expressly disclaims any and all responsibility for the content, information, links, and other items, the accuracy and completeness of the information, and the quality of products or services made available or advertised on these third-party sites.
18. RELATIONSHIP OF THE PARTIES: Nothing contained herein shall be construed as establishing any employer/employee, partnership, affiliation, agency, brokerage, franchise, joint venture, or similar relationship.
19. MOBILE DEVICES: The SERVICE may provide certain services that are available to YOU via YOUR mobile phone or other mobile device if YOU have subscribed to them, including the ability to use YOUR mobile device to receive and reply to messages from LIMINAL NETWORK and access certain other features (collectively, the "Mobile SERVICES"). YOUR mobile carrier's normal messaging, data, and other rates and fees may apply to YOUR use of the Mobile SERVICES. In addition, downloading, installing, or using certain Mobile SERVICES may be prohibited or restricted by YOUR mobile carrier, and not all Mobile SERVICES may work with all carriers or devices. Therefore, YOU are responsible for checking with YOUR mobile carrier to determine if the Mobile SERVICES are available for YOUR mobile devices, what restrictions, if any, may be applicable to YOUR use of the Mobile SERVICES and how much they will cost YOU. By using the Mobile SERVICES, YOU agree that LIMINAL NETWORK may communicate with YOU by SMS, MMS or other electronic means to YOUR mobile device and that certain information about YOUR usage of the Mobile SERVICES may be communicated to LIMINAL NETWORK. In the event YOU change or deactivate YOUR mobile telephone number, YOU agree to promptly update YOUR mobile subscription account information with us to ensure that the messages LIMINAL NETWORK intends to send to YOU are not sent to another entity who acquires such mobile telephone or number. LIMINAL NETWORK shall not be liable for any information, messages, or SERVICES sent to another entity or individual as a result of YOUR failure to update your mobile telephone number.
20. COOKIES: LIMINAL NETWORK's WEBSITE or ISP uses cookies to retrieve user details for each visit. Cookies are used in some areas of our WEBSITE to enable the functionality and ease of use for those people visiting. YOUR IP address may be used to help diagnose technical problems or to administer our WEBSITE. Additional information related to the use of cookies and other user information may be found in the LIMINAL NETWORK Privacy Policy located at https://www.liminalnetwork.com/privacy-policy/.
21. COMMUNICATIONS: The SERVICE may include certain communications via email or text message from LIMINAL NETWORK, such as service announcements, administrative messages, newsletters, etc. YOU understand that these communications shall be considered part of using the SERVICES.
22. PRIVACY POLICY: Our Privacy Policy is hereby incorporated into these Terms and Conditions as described in this section and other applicable sections herein and governs our treatment of any information, including personally identifiable information YOU submit to us. YOU acknowledge that YOUR submission of any information, statements, data, and content to us is voluntary on YOUR part. For additional information please see the LIMINAL NETWORK Privacy Policy located at https://www.liminalnetwork.com/privacy-policy/.
23. DISCLAIMER OF WARRANTIES: YOUR use of the SERVICES is at YOUR sole risk. LIMINAL NETWORK, the SERVICES, the information contained on or made available through the SERVICES or WEBSITE, as well as any SERVICE offered in connection with LIMINAL NETWORK are made "as is," "as available" and with all inaccuracies. To the fullest extent permissible under applicable law, LIMINAL NETWORK disclaims any and all warranties and representations and makes no warranty or representation of any kind, expressed, statutory, or implied, written or oral, including, but not limited to, those of merchantability or fitness for a particular purpose, accuracy, content, completeness, quality, systems integration, legality, reliability, operability, availability, title, non-infringement, or arising from a course of dealing, usage or trade practice. LIMINAL NETWORK does not represent or warrant that the SERVICES will meet YOUR specific requirements. LIMINAL NETWORK does not represent or warrant that the SERVICE will be uninterrupted, timely, secure, error-free, or free of computer viruses or other harmful mechanisms, that the quality of any products, services, information or other material purchased or obtained by YOU through the SERVICE will meet YOUR expectations, or that any errors in the SERVICE will be corrected. LIMINAL NETWORK is not responsible, and makes no representations or warranties for the delivery of messages sent through the SERVICES to anyone. THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. LIMINAL NETWORK DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, LIMINAL NETWORK DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE LIMINAL NETWORK SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON. YOU AGREE THAT LIMINAL NETWORK IS NOT RESPONSIBLE FOR ANY CHARGES INCURRED FOR ANY LOSSES, DAMAGES, FINES, CLAIMS, THEFT, LEGAL EXPENSES OR PENALTIES OF ANY KIND RELATED TO YOUR USE OF THE SERVICES.
24. LIMITATION OF LIABILITY: In no event shall LIMINAL NETWORK have any liability for damage, loss, or delay to goods shipped incidental to use of the SERVICES of any kind. LIMINAL NETWORK's sole responsibility is to provide the LIMINAL NETWORK platform for use, subject to the Terms and Conditions, and LIMINAL NETWORK's liability is limited to a refund of the total subscription fee paid by YOU or on YOUR behalf in the thirty days immediately prior to any claim or related claims brought by YOU for any reason. To the extent the foregoing may be disallowed by applicable law, LIMINAL NETWORK's liability shall be limited to the fullest extent otherwise permitted by law. YOU EXPRESSLY UNDERSTAND AND AGREE THAT LIMINAL NETWORK, ITS AFFILIATED COMPANIES, AND ALL OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE ANY SERVICE, THE CONTENT, OR THE PRODUCTS OR SERVICES CONNECTED THEREWITH, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY OF THE SERVICE, ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR TERMINATION OF THE SERVICE, OR ANY OTHER MATTER RELATING TO THE SERVICE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ANY PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL THEIR ESSENTIAL PURPOSE, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, BUSINESS INTERRUPTION, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF ANY OF THE AFOREMENTIONED DAMAGES, ANY DAMAGES YOU MAY INCUR BECAUSE OF THIRD-PARTY SERVICES OR OTHER SERVICES OR GOODS RECEIVED THROUGH THE SERVICE.
25. INDEMNIFICATION: YOU agree to defend, indemnify, and hold harmless LIMINAL NETWORK, its affiliated companies, and all of their respective directors, officers, employees, agents, and vendors from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, losses, risks, costs, and expenses (including without limitation attorneys' fees and litigation expenses) relating to or arising from the SERVICE, YOUR access and/or use of the SERVICE (or any derivatives of the SERVICE offered to YOU) or any use under YOUR username and password whether or not authorized by YOU, YOUR fraud, violation of law, or willful misconduct, and any breach by YOU of these Terms and Conditions, including, but not limited to, YOUR use of our WEBSITE, uploading, emailing, posting, publishing, transmitting or submitting any content, or any misrepresentation, breach of warranty or certification made by YOU.
26. CONFIDENTIALITY: YOU shall not directly or indirectly disclose to anyone, or use for YOUR own benefit, or anyone else's benefit, Confidential Information as defined herein except as necessary to facilitate transactions associated with using or subscribing to the SERVICE. "Confidential Information" shall include (but is not limited to) business and/or marketing and sales plans, financial information, trade secrets, intellectual property, names, contacts, personal information, shipping or other logistics information or requirements, billing amounts, or pricing information. Confidential Information may be disclosed orally, visually or in tangible form (whether by document, electronic media, or other form). The failure to mark, label or identify any of the above-described information as confidential shall not affect its status as part of the Confidential Information. LIMINAL NETWORK expressly agrees not to disclose to any third parties and/or parent, subsidiary and/or affiliated companies any Transportation Provider rate, service and/or pricing practice information it becomes aware of through its provision of SERVICES. Notwithstanding any provisions in these TERMS AND CONDITIONS to the contrary, LIMINAL NETWORK may use YOUR content for analytical purposes so long as LIMINAL NETWORK shall cause the content to be made anonymous as to source and/or applicability, and further cause it to become anonymous and generalized by removing from the data any and all information identifying it as YOUR content. YOU grant LIMINAL NETWORK the right to use, copy, manipulate, distribute, and develop YOUR anonymous and generalized content and make it available to other shipper customers, parent, subsidiary and/or affiliated companies, and/or third parties.
27. NO ASSIGNMENT: YOU shall not resell or assign YOUR rights or obligations under these Terms and Conditions. Any purported resale or assignment shall be null, void, and of no effect.
28. GOVERNING LAW AND VENUE: These Terms and Conditions are governed by and construed in accordance with the laws of the State of Minnesota. YOU hereby expressly submit and consent to exclusive personal jurisdiction and exclusive venue of the federal and state courts of competent jurisdiction located in the State of Minnesota.
29. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
30. NO WAIVER: YOU agree that the failure of LIMINAL NETWORK to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. Failure to enforce a breach or waiver of any provision or right shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right to thereafter enforce such, or any other, term or provision.
31. COMPLETE AGREEMENT: YOU agree that the Terms and Conditions constitute the entire, complete and exclusive agreement and understanding between YOU and LIMINAL NETWORK regarding the SERVICE and governs YOUR access to and use of the SERVICE, superseding any prior agreements, arrangements, or understandings, verbal or written, or whether established by custom, practice, policy or precedent, between YOU and LIMINAL NETWORK relating to the subject matter herein (including, but not limited to, any prior versions of the Terms and Conditions). YOU also may be subject to additional terms and conditions that may apply when YOU use or purchase certain other services, third-party content or third party software. Notwithstanding this section, if YOU use another LIMINAL NETWORK product or service, the terms and conditions of that product or service apply.
32. AGREEMENT UNAFFECTED BY UNENFORCEABLE TERM: In the event any terms or conditions are determined to be invalid or unenforceable, no other terms or conditions shall be affected and the unaffected terms and conditions shall remain valid and enforceable as written. The representations, rights and obligations hereunder shall survive relief and termination for any reason.
33. FORCE MAJEURE: Under no circumstances shall LIMINAL NETWORK be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, loss of data, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or nonperformance of third parties.
34. TERMINATION OF SERVICE BY YOU: YOU may terminate YOUR access at any time by visiting http://www.liminalnetwork.com. If YOU terminate service, there will not be any refunds issued. These Terms and Conditions shall survive any termination.