Ladingo Ltd. (“Ladingo” or “us”, “our”, “we”) provides a cloud based software solution which allows online sellers to offer international shipping, by means of ocean, ground and/or air freight to online-shoppers, including by means of the use of Ladingo’s proprietary price calculator (the “Price Calculator”). These Terms of Service (“Terms”) govern your access and use of the Price Calculator, our website and other services that we may provide (collectively, the “Services”). “Seller” or “you” means any online seller.
- Ladingo shall make available to Seller the Services including access to the Price Calculator, and additional Services, such as implementations or integrations with Ladingo’s API in connection thereto, all as the Seller may decide in its discretion and solely pursuant to the terms and conditions of these Terms. The Services are provided on a non-exclusive basis, solely for the internal business purposes of the Seller in order to provide its online website customers (the “Customers”) with shipping services in respect to the products (the “Products”) offered on the Seller’s website (the “Site”). Ladingo hereby grants Seller a non-exclusive, non-transferable, royalty-free (subject to payment obligations pursuant to these Terms), world-wide right and license to access and use such software during the term of these Terms.
- In order to use the Services, Seller will be required to register with Ladingo. Seller must provide all information as requested by Ladingo in the registration process, and Seller represents and warrants that all such information shall be accurate and complete. Seller shall keep such information up-to-date and confidential. Seller may not share its user name and password with any third party.
- Restrictions. Except as set forth expressly herein, Seller shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of the Services, the API and/or Price Calculator; (b) modify any implementing code provided by Ladingo, (c) provide, transfer or make available the Services, the API and/or Price Calculator (or any application interface made available by Ladingo) to any third party or make the Services, the API and/or Price Calculator available to any third party, (d) bypass any security measure or access control mechanism of the Services, the API and/or Price Calculator, (e) resell or otherwise distribute for financial consideration any Services, the API and/or Price Calculator provided by Ladingo (f) engage in any activity that disrupts the Services, the API and/or Price Calculator or (g) scrape any information or content made available by Ladingo for use in another product or service. To the extent any of the restrictions set forth in this section are not enforceable under applicable law, Seller shall inform Ladingo in writing in each instance prior to engaging in the activities set forth above.
- Seller’s Obligations. Seller shall appoint a technical point of contact that will assist Ladingo in all technical related matters, such as data structure and interpretation, interfaces and APIs etc. Seller shall use the Services and/or Price Calculator only in compliance with applicable law (including, without limitation, any consumer protection laws or laws in connection with shipping). The Seller represents and warrants that it will not use or allow use of the Services in connection with the shipment of illegal or dangerous Products, including, without limitation, poisonous or infectious items, explosives, munitions of war, firearms, corrosives, acids, paint removers, oxidizing substances, organic peroxides, compressed, liquidized or dissolved gases (especially butane gas lighters or aerosols), flammable solids or liquids or materials liable to spontaneous combustion, paints, varnishes, dyes, radioactive materials, pornography or anything that would cause embarrassment in transit, living creatures, proscribed or dangerous drugs, mercury, materials deemed illegal or prohibited by applicable government authorities, perishable goods, organic or biological materials likely to perish under normal transit conditions, IATA restricted articles and/or items likely to cause injury to any other item or person. Seller will be obliged to obtain all necessary documentation if required by authorities from the Customer within no more than two business days. Such documentation may be provided by means of a link or any other electronic form provided by Ladingo by means of the Services or in such other way as may be deemed preferable by Ladingo and will be signed electronically by the Customer. Any costs resulting from delay in providing such documentation to Ladingo will be covered by the Seller.
- Shipping. Ladingo will ensure that the Products ordered by means of the Services are insured for shipping from Ladingo’s designated warehouse to the Customer’s provided address. Ladingo optimizes between the different variables, such as ocean/air/ground freight, port of arrival, etc. However, please note that while Ladingo’s vendors provide insurance for the Products, each one of them has a different insurance policy with different terms. The provided insurance will be up to the applicable vendor’s cap. For the avoidance of doubt, Ladingo will not be responsible for any defects in the Products that are unrelated to the shipment. Note that shipping may be influenced by matters such as strikes, inclement weather, work stoppages, accidents, embargos, acts of war or terrorism, pandemics, civil or military disturbances, natural catastrophes or acts of God, all of which are also not in Ladingo’s control and for which Ladingo will not have liability. Ladingo does its best to choose shipping service providers of high standards, however it does not perform the shipping services by itself and as such and cannot guarantee all aspects of the shipping. Ladingo only covers such damages which can be proved that were directly caused by the Services. Ladingo will not be liable for the actions of any vendors with which Ladingo did not contract. Without limitation, Ladingo will not be liable for any delays or problems caused by such vendor which affect the provision of the Services, including with respect to matters such as time of delivery, taxes, duties, etc. Ladingo will provide Seller with shipment tracking information. Seller will have the Customers contact Seller with complaints regarding any damages to Products during shipping and Seller will file these complaints with Ladingo. All communication with Customers will be done through the Seller, excluding last mile delivery scheduling, which will be arranged directly between Ladingo’s designated forwarder and the Customer. If Seller allows for returns, costs related to such returns will be covered by the Seller or the Customer and the shipping terms will be defined per request. Ladingo provides customer service via email.
When a package with a Product arrives at the warehouse in the country of origin, Ladingo’s designated freight forwarder may open it to evaluate that it is unharmed. Additionally, Ladingo’s designated freight forwarder, may take a photograph of the package for monitoring purposes. If Ladingo or its designated freight forwarder discerns something unusual with the package, they may take reasonable measures to notify the Customer by means of email, phone or any other means of communication. Ladingo may also decide, at Ladingo’s sole discretion, to have the package returned to the Seller.
- Seller Data. In the course of the Services, Seller may provide Ladingo with certain data, both about Seller and including with respect to its Customers (the “Data”). Ladingo’s processing of Data shall be done in accordance with Ladingo’s Privacy Notice which is provided at https://www.ladingo.com/privacy-policy/ as amended from time to time (“Ladingo’s Privacy Notice”) and shall include retaining the Data for as long as required to provide the Services and ensure the shipment, and may be retained for such periods as Ladingo reasonably requires for accounting and business purposes. Seller represents that it is permitted to provide Ladingo with such Data in order for Ladingo to provide the Services, and that the provision of such Data to Ladingo or the receipt of the Services shall not breach any law or any agreement between Seller and a third party. Ladingo may use aggregate Data (“Aggregate Data”) for Ladingo’s own internal purposes of improving the Services.
- Intellectual Property. As between the parties, (a) Ladingo shall have all right, title and interest in the Services, and all software that provides the Services and/or Price Calculator, including any implementing code or interfaces provided by Ladingo, and (b) Seller shall have all right, title and interest in any Data provided by Seller pursuant to Section 6 above and its Confidential Information (as defined in Section 9 below). If Seller provides Ladingo with any feedback regarding the Services and/or Price Calculator (or any implementing code or interface), Ladingo may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback, provided, however, that Ladingo shall ensure that the feedback does not include any personal or confidential information of Seller.
- Consideration. The pricing provided by the Price Calculator is deemed Ladingo’s Confidential Information in accordance with the provisions of Section 9 below. Different Services may be priced differently. Ladingo may revise prices at any time without notice, since various costs are automatically adjusted within Ladingo’s systems; however the pricing provided at time of purchase is guaranteed, provided however the pricing depends on the accuracy of the information provided by the Seller and as such the pricing is guaranteed for as long as the information is accurate. If extra charges are applied due to the inaccuracy of the information provided, Ladingo will charge the Seller for the extra charges. Ladingo reserves the right to cancel any Services ordered if full payment is not timely received. The Price Calculator will add all applicable taxes and other government charges to the fees to be paid. Seller will charge the Customers and will pay Ladingo directly. Ladingo currently accepts wire transfer or credit cards, but may add or change payment methods in its sole discretion. Ladingo reserves the right to add or change payment and purchase methods in its sole discretion. Sellers must respect the terms and conditions of any payment methods they use. Seller shall make payment to Ladingo without deduction for and free and clear of any such amounts, except as required by law. If Seller is required by law to withhold or deduct any amounts, Seller shall make payment of any withheld or deducted amounts to the applicable government authority, and make payment to Ladingo of such additional amounts as are necessary to provide Ladingo with all amounts due hereunder as if no deduction or withholding was made. Ladingo shall notify Seller if Ladingo does not timely receive Seller’s payment.
- Confidentiality. Each party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party agrees to keep confidential and not disclose or use any Confidential Information of the Disclosing Party except to support its use of the Services. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; (d) in the case where Seller is the Receiving Party, is independently obtained or developed in the context of Seller’s newsgathering operations, or (e) is required to be disclosed by law, regulation or court order or to cooperate with a law enforcement investigation, provided that, to the extent permitted under applicable law, Receiving Party provides Disclosing Party with prompt notice of such requirement and reasonably cooperates with Disclosing Party (at the expense of Disclosing Party) in order to challenge such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. The information regarding the technology of the Services and/or Price Calculator and any pricing information shall be deemed the Confidential Information of Ladingo; all Data provided by Seller pursuant to Section 6 above shall be deemed the Confidential Information of Seller; and the terms of these Terms shall be deemed the Confidential Information of both parties.
- Warranties. Ladingo represents and warrants that the Services will be performed in a professional manner. Ladingo does not warrant that the Services shall be accurate in all instances. Except as otherwise expressly set forth in these Terms, Ladingo expressly disclaims all implied and statutory warranties in respect of the Services, including without limitation any implied or statutory warranties in respect of merchantability, fitness for a particular purpose or non-infringement. Ladingo does not guarantee the Services will be operable at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of Seller’s equipment, systems or local access services, (c) for previously scheduled maintenance, (d) caused by Ladingo’s cloud vendors or (e) relating to events beyond Ladingo’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, earthquakes, natural disasters, or interruptions in Internet services to an area where Ladingo or its servers are located.
- Limitation of Liability. In no event shall either party (or its directors, officers, employees or consultants) have any liability for any consequential, indirect, special or punitive damages, arising out of or relating to the Services or the arrangements contemplated herein. The aggregate liability of each party with respect to the Services or for the arrangements contemplated herein shall not exceed payments actually received by Ladingo from Seller hereunder. Ladingo has no responsibility for any third party information or content you may access through use of the Services, and has no responsibility for the availability or accessibility of third party sites and services.
- Term. These Terms begin upon registration by the Seller Upon 30 days’ advance written notice, either party may terminate these Terms for its convenience. Either party may terminate these Terms for cause: (a) upon 15 days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination or expiration of these Terms, (a) Ladingo will cease providing the Services, (b) Seller should cease all use of the Ladingo API and/or the Price Calculator, (c) Seller will stop sending Data to Ladingo and (d) any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full. Sections 3 – 14 of these Terms shall survive any termination or expiration hereof.
- Publicity. Each party hereby permits the other party to list its name and display its logo on Ladingo’s website in its list of partners as well as for publicity purposes. The parties will reasonably assist each other in connection with publicity.
- Miscellaneous. These Terms represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may not be modified or amended except in writing executed by both parties. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Neither party may assign any of its rights or obligations under these Terms without the prior written consent of the other party, provided that such consent shall not be required for the assignment by a party of all of its rights and obligations hereunder to a purchaser of all or substantially all of such party’s assets or share capital or in case of a merger or to an affiliated entity. Assignments not made in compliance with these Terms shall be void. Ladingo may provide the Services through affiliated companies, so long as the terms of these Terms are respected and Ladingo remains liable to Seller for the compliance of any such affiliated companies with the terms of these Terms. If any provision of these Terms shall be invalid or unenforceable, such provision shall be interpreted as necessary to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. The parties are independent contractors, and nothing herein should be interpreted as providing for any partnership, agency or representative relationship. These Terms shall be governed by the laws of the State of Israel. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by the courts located in Tel-Aviv-Jaffa, Israel. Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any jurisdiction in order to prevent a breach or threatened breach of these Terms.