Global Trade Management Solutions

Terms of Use

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Effective July 19, 2012

ATTENTION: PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS OF USE.

IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU MAY NOT USE THIS WEBSITE.

1. Acceptance. The following terms of use ("Terms of Use") apply to all users of this website and the Amber Road, Inc. ("Amber Road") products, software, and services (collectively the "Site"), and constitute a legal agreement between (a) Amber Road and (b) you, and if accessing the Site on behalf of your company, then also your company (collectively (a) and (b) constitute the "parties" and each a "party"). By using the Site you represent and warrant that: (i) you have, or if applicable, an appropriate representative of your company has read, understands and agrees to be bound by the Terms of Use and you have the power, authority and legal right to use the Site in accordance with these Terms of Use on behalf of yourself and if applicable, your company; (ii) if using the Site on behalf of your company, such use has been duly authorized by all requisite action, corporate or otherwise; and (iii) these Terms of Use are a valid, legal and binding obligation of you and your company, enforceable in accordance with its terms. If you or, as applicable, your company do not agree to these Terms of Use, you cannot use the Site. Amber Road may amend these Terms of Use from time to time, without notice, which amendments will be posted on the Site and will become effective upon posting. It is your responsibility to review these Terms of Use to determine if there have been any changes, which will be indicated by a revision to the effective date posted above. Your continued use of the Site after posting shall constitute your, and if applicable, your company's, acceptance of and agreement to be bound by the amended Terms of Use. The Terms of Use supplements and is in addition to: (x) Amber Road's privacy policy, which is applicable and located at http://www.amberroad.com/content/privacy-policy; (y) any subscription to Amber Road software or services which have expressly been made subject to these Terms of Use ("Subscription"); and (z) any other applicable written agreement(s) between Amber Road and you or your company (the items referenced in (x), (y), and (z) are collectively referred to as the "AR Terms"). In the event there is any conflict between these Terms of Use and the terms contained within the AR Terms, the terms which are more favorable to Amber Road, as determined by Amber Road, shall apply. Reference to the terms "you," "your," or "yourself" in the remainder of these Terms of Use refers to both you and your company, collectively, unless otherwise expressly indicated.

2. Scope of License. You acknowledge that all information (including, without limitation, technical information, specifications, software, programs, processes, published on or otherwise transmitted through the Site (collectively, the "Information") is protected in the United States and internationally by a variety of laws including, without limitation, copyright laws, trademark laws, patent laws and other proprietary rights laws. Accordingly, any unauthorized use of any such Information may violate any of such or other laws. The Information is provided by Amber Road as an accommodation to its customers, and may be used by you only to promote (i) your understanding of the products and services offered by Amber Road, and (ii) your license or purchase (as the case may be) of Amber Road products and services (collectively the "Purpose"). This is a license, not a transfer of title. You acknowledge that there may be situations where the Information is subject to change, qualifications, variations, adjustments or modifications without notice. Moreover, you acknowledge and agree that the Site and the Information contained thereon may contain errors, omissions, inaccuracies, mistakes or deficiencies. Accordingly, you hereby acknowledge and agree that these risks and exposures exist while utilizing the Site, that your use of the Site is subject to such risks and exposures, and that Amber Road will have no liability on account of any of the foregoing, and that the Site should be used as a guideline only.

You may not: (a) modify, distribute, publish or transmit the Information for any public or commercial purpose; (b) reproduce the Information in any form, or by any means, without prior written permission from Amber Road; (c) reverse-engineer or decompile the Site or any portion thereof; (d) remove any copyright or other proprietary notices from the Information or on any copy authorized by Amber Road; (e) transfer the Information to another entity or person; (f) allow or permit access to, or use of the Site, or any component thereof, by any unauthorized third parties or for any unlawful purpose; (g) engage in any conduct that in Amber Road's sole and absolute discretion, restricts, inhibits or impacts any other authorized user from using the Site; (h) engage in any activities or practices that disrupt, circumvent or otherwise interfere with the operation of the Site; (i) access or attempt to access, without authorization, any password protected information on the Site or attempt to circumvent access restrictions or any other security measures; or (j) perform any act or omission that would violate these Terms of Use.

Without limiting Amber Road's rights under section 8, Amber Road may terminate this license at any time if you are in breach of these Terms of Use.

3. Acceptable Use. You agree to: (a) use the Site as an authorized user, only for the Purpose and only in accordance with the Terms of Use; (b) take all precautions necessary to maintain the secrecy and security of any passwords and user IDs that may be issued by you and be solely responsible for any use, misuse, theft or loss of any such passwords and user IDs, including unauthorized access by third parties; and (c) comply with any and all applicable rules governing transactions on and through the Site. In the event of any unauthorized use of the Site or should any unauthorized use of the Site be reasonably suspected by you or your company, you must notify Amber Road immediately by telephone and concurrently provide written notice of the circumstances surrounding the event.

4. Disclaimer. THE Information CONTAINED IN OR TRANSMITTED THROUGH THE Site IS PROVIDED (AND THE Site IS MADE AVAILABLE) "AS IS," "WITH ALL FAULTS" AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED. Amber Road DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AS TO WHETHER THE Site IS FREE FROM CLAIMS OF THIRD PARTIES CONCERNING INFRINGEMENT OR THE LIKE. Amber Road DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE Site OR Information, AND MAKES NO COMMITMENT TO UPDATE THE Site OR Information CONTAINED HEREIN. Amber Road CANNOT GUARANTEE OR WARRANT THAT THE Site IS FREE OF VIRUSES, TIME BOMBS, TROJAN HORSES, WORMS AND OTHER DAMAGING COMPUTER PROGRAMMING ROUTINES OR HARMFUL COMPONENTS. Amber Road CANNOT GUARANTEE OR WARRANT THAT THE Site IS FREE OF SAME WHEN IT IS ACCESSED BY A USER, NOR DOES IT MAKE ANY SUCH REPRESENTATION OR WARRANTY, AND SAME ARE HEREBY WAIVED. USERS BROWSE AND USE THE Site AND Information TRANSMITTED THROUGH OR CONTAINED THEREIN AT THEIR OWN RISK. Information CONTAINED IN THE Site IS PROVIDED WITH THE EXPRESS UNDERSTANDING THAT Amber Road IS NOT RENDERING TECHNICAL OR PROFESSIONAL ADVICE OR OPINIONS ON SPECIFIC FACTS AND MATTERS AND, ACCORDINGLY, Amber Road ASSUMES NO LIABILITY IN CONNECTION WITH THE USE OF THE Site OR THE Information. YOU HEREBY ACKNOWLEDGE THAT THIS SECTION 4 SHALL APPLY TO ALL PRODUCTS, SOFTWARE, CONTENT, AND SERVICES AVAILABLE THROUGH THE Site.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF USE OR IN THE AR Terms, AND SUBJECT TO THE PROVISIONS OF THIS SECTION 4, Amber Road SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGE, COVER DAMAGES OR LOST PROFITS, OR DAMAGES RELATING TO OR RESULTING FROM BUSINESS INTERRUPTION, DOWNTIME, LACK OF SYSTEM AVAILABILITY, LOSS OF GOODWILL, LOSS OF DATA, OR COMPUTER FAILURE OR MALFUNCTION, OR OTHER CAUSE OTHERWISE, DIRECTLY OR INDIRECTLY RESULTING FROM, RELATING TO, OR ARISING OUT OF THE Terms of Use OR THE AR Terms OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, REGARDLESS OF WHETHER THE LIABILITY RESULTED FROM ANY GENERAL OR PARTICULAR REQUIREMENT OR NEED WHICH Amber Road KNEW OR SHOULD HAVE KNOWN OF AND REGARDLESS OF WHETHER THE CLAIM IN QUESTION IS BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY, TORT OR OTHERWISE. IN THE EVENT THAT ANY TERM OF ANY OF THE Terms of Use OR THE AR Terms IS FOUND UNCONSCIONABLE OR UNENFORCEABLE FOR ANY REASON, OR ANY EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, THIS PROVISION OF WAIVER BY AGREEMENT OF CONSEQUENTIAL DAMAGES SHALL NEVERTHELESS CONTINUE IN FULL FORCE AND EFFECT.

THE MAXIMUM AGGREGATE LIABILITY OF Amber Road ARISING OUT OF OR RELATING TO THE Terms of Use OR AR Terms, OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL NOT EXCEED THE INSURANCE PROCEEDS ACTUALLY COLLECTED BY Amber Road UNDER Amber Road's INSURANCE POLICIES FOR THE CLAIM IN QUESTION, REGARDLESS IF THE CLAIM IN QUESTION IS BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY, TORT OR OTHERWISE.

All Information relating to descriptions and characterizations of products and services contained on or through the Site (collectively, "Technical Data") are provided solely for purposes of identifying the products, software, and services in question and for illustrative purposes and do not constitute a warranty that our products, software, or services will conform to such Technical Data nor that our products or services will perform in accordance with such Technical Data with your systems, and Amber Road hereby waives any and all liability in connection therewith.

5. Trademarks. Any trademarks, logos, slogans, product designations and service marks (collectively "Marks") displayed on or through the Site are the property of Amber Road or other third parties. You are not permitted to use these Marks without the prior written consent of Amber Road or such third party that may own the Mark. The Site may contain information and disclosures of products, services, methods, or other technology which may be the subject of intellectual property protection owned by Amber Road.

6. Links to Third Party Sites. The Site may contain links to other third party websites ("Third Party Sites"). Amber Road makes no representations about any Third Party Sites or the content thereof which you may access through the Site. You acknowledge that Amber Road has not reviewed these Third Party Sites, has no control over such Third Party Sites or the content thereof, and is not responsible for any of these sites or their content. Accordingly, you acknowledge and agree that access to any Third Party Site is at your own risk and Amber Road shall have no liability therefor. Amber Road is not responsible for the accuracy, reliability or completeness of any information, data, opinions, advice or statements made on these Third Party Sites. Amber Road shall not be liable for any damages or injury arising out of or relating to the content of any Third Party Site or your use thereof, and same are hereby waived. Amber Road provides these links merely as a convenience and the inclusion of such links does not imply an endorsement, sponsorship or recommendation by Amber Road of anything contained on Third Party Sites, or its products or services. Amber Road reserves the right to terminate any link at any time.

Moreover, a Third Party Site may provide a link to this website ("Links"). This does not indicate an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with Amber Road. In most cases, Amber Road is not aware that a third party has linked to this website. You acknowledge and agree that neither Amber Road nor its affiliates shall be liable for any damages or injury arising out of or relating to your use of the Site resulting from a Link to this website from a Third Party Site, and same are hereby waived.

Amber Road cannot guarantee that any of the Third Party Sites or Links will be free from any viruses, time bombs, trojan horses, worms or any other damaging computer programming routines or harmful components. Moreover, Amber Road does not make, and you hereby expressly waive, any and all representations and warranties with respect to the availability, use, accuracy, reliability, or the results of the use of, the Third Party Sites and the Links and same are hereby waived. Accordingly, Amber Road hereby disclaims all warranties, express or implied, arising by operation of law or otherwise, including, but not limited to, the warranties of merchantability, fitness for a particular purpose and warranties concerning infringement or the like, all of which are hereby waived.

7. Downloading. To access certain information on or through the Site, you may need to download such information onto your own computer. You acknowledge and agree that your right to download information from the Site is strictly limited to the Purpose and for no other purpose whatsoever. Information which is downloaded may only be displayed by you for the Purpose, provided it is not modified in any way and that all notices are maintained without change including, without limitation, copyright notices. As more particularly stated in section 4, Amber Road is not responsible for the completeness, accuracy and reliability of Technical Data downloaded onto your systems or the use of such Information. You also acknowledge and agree that any Information downloaded from the Site is done at your own discretion and risk and you are solely responsible for any loss of data or damage to your computer that may result from the download of such information.

8. Termination of Access. Amber Road shall have the right to terminate, limit or suspend your access to all or any part of the Site at any time, with or without notice, for any reason or no reason, including without limitation, for any conduct that Amber Road believes is in violation of these Terms of Use or any applicable laws or is harmful to the interests of another user, any third party, or the Site. Moreover, Amber Road reserves the right to discontinue the availability of the Site or any portion thereof at any time, and you agree Amber Road will have no liability for doing so.

9. Privacy Policy. User acknowledges that User has read, understands, and agrees to Amber Road's privacy policy, which is available at www.amberroad.com/content/privacy-policy.

10. User Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site ("Submissions") provided by you to Amber Road are non-confidential and shall become the sole property of Amber Road. Amber Road shall own exclusive rights to the Submissions, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You represent, warrant and agree that Submissions made by you (i) will be true and accurate; (ii) do not and will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; and (iii) will not contain material that otherwise violates these Terms of Use, applicable laws, rules, or regulations.

11. Contact Amber Road. If you need to contact us regarding these Terms of Use, we may be reached by emailing us at termsofuse@amberroad.com.

12. Miscellaneous.

a. The Site is administered by Amber Road from its offices in East Rutherford, New Jersey. Amber Road makes no representation that Information in the Site is appropriate or available for use outside the United States. Access to the Site is prohibited in any territories where the content of the Site is illegal.

b. You acknowledge and agree that the Terms of Use shall be a contract made in the United States, state of New Jersey. All questions pertaining to the validity, construction, execution and performance of the Terms of Use shall be construed and governed in accordance with the domestic laws of the state of New Jersey (including, without limitation, the UCC), without giving effect to principles of (i) comity of nations or (ii) conflicts of law. The Terms of Use shall not be governed by the provisions of the U.N. Convention on Contracts for the International Sale of Goods. Subject to either party's right to seek arbitration under the provisions of this section 12(b), any action commenced in connection with the Information, the Site or these Terms of Use, shall be brought in a federal or state court located in the United States of America, state of New Jersey, Bergen County, and to the extent not otherwise subject to the jurisdiction of such courts, you agree to waive any objection to such jurisdiction and to subject yourself to the jurisdiction of such courts. You further agree that service of process for any such action may be made by certified mail, return receipt requested, or by courier service that regularly maintains records of its pick-ups and deliveries, at your last known address, in addition to any other method of service of process authorized by applicable law. Any controversy or claim arising out of or relating to the Information, the Site or these Terms of Use shall be settled by binding arbitration in accordance with the Federal Arbitration Act, 9 U.S.C Sec. 1 et seq., and administered by the American Arbitration Association in accordance with its commercial arbitration rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration proceedings shall be conducted in English, before a panel of three (3) neutral arbitrators. The place of the arbitration shall be in New Jersey, Bergen County. Any award in an arbitration initiated under these Terms of Use shall be in accordance with New Jersey law and may be entered into a federal or state court located in the United States of America, state of New Jersey, Bergen County. In any arbitration initiated hereunder, the arbitrators will have no authority to award to you any consequential, exemplary, incidental, indirect or special damages, lost profits or punitive or other damages against Amber Road.

c. You agree to be bound by all applicable laws and regulations that may pertain to the Site including without limitation United States export laws and regulations. You agree that the Information will not be used, exported, re-exported, or released (i) to any of the following countries or a national thereof: Cuba, Iran, North Korea, Sudan, Syria or any other country specified in Country Groups D:1 or E (as specified in the then current Supplement No. 1 to Part 740 of the U.S. Export Administration Regulations), (ii) to any entity or person specified in the then current Treasury Department Specially Designated Nationals and Blocked Persons List available at the U.S. Department of Treasury website (www.treasury.gov), (iii) to any entity or person on the then current Unverified List available at the Bureau of Industry and Security website (www.bis.doc.gov), (iv) to any entity or person on the then current Denied Persons List also available at the Bureau of Industry and Security website, (v) to any entity as specified in Entity List Supplement No. 4 to Part 744 of the U.S. Export Administration Regulations, or (f) in any manner, to any person, entity or country, or for any use, except in compliance with, and with all applicable licenses, license exceptions and approvals required under all applicable United States and foreign laws, rules, restrictions and regulations, including, without limitation, the U.S. Export Administration Regulations, the Arms Export Control Act, and the International Traffic In Arms Regulations. Diversion therefrom contrary to U.S. law is prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.

d. These Terms of Use and the AR Terms constitute and contain the entire agreement between Amber Road and you with respect to your access to and use of the Site and its content and supersedes and replaces all prior agreements, prepared or otherwise, whether written or oral, concerning your access to and use of the Site. In addition, to the extent the parties have entered into (i) a Subscription, the standard terms and conditions available at http://www.amberroad.com/content/standard-terms ("Standard Terms") shall also be applicable to such Subscription and shall be deemed incorporated by reference in the Subscription; and/or (ii) an agreement for Consulting or Training services, the standard terms and conditions available at http://www.amberroad.com/content/consulting-training-terms ("Standard Consulting and Training Terms") shall also be applicable to such agreement and shall be deemed incorporated by reference in such agreement. In the event of a conflict between the Subscription and the Standard Terms, the Standard Terms shall govern and control, and in the event of a conflict between the Consulting or Training services agreement and the Standard Consulting and Training Terms, the Standard Consulting and Training Terms shall govern and control.

e. Failure or delay by Amber Road to enforce compliance with any term or condition of these Terms of Use shall not constitute a waiver of such term or condition.