Terms & Conditions of Use
Alliance & Alliance Pro

The Sylectus Alliance and Sylectus Alliance Pro programs consist of a website and software owned and maintained by Sylectus and its affiliates (“Sylectus”), and such website and software are under the sole ownership and control of Sylectus. The Sylectus Alliance program is designed to offer Subscribers opportunities to exchange information concerning available freight and available equipment and allow for cross-utilization of equipment and freight opportunities for more effective service to the shipping public in the United States, Canada and Mexico. The Sylectus Alliance Pro program is designed to offer Subscribers opportunities to generate operating reports, create billing and operating documents, interface with accounting systems, and facilitate internet and website access, all for the purpose of creating a financial and operating system meeting the needs of transportation and logistics organizations. The Sylectus Alliance Pro program also provides services and information in addition to the services offered by Sylectus to Subscribers in the Sylectus Alliance program. All Subscribers to the Sylectus Alliance Pro program are also Subscribers to the Sylectus Alliance program. The Sylectus Alliance and Sylectus Alliance Pro programs are collectively referred to as the “Programs”.

All Subscribers participating in either Program have entered into a pricing agreement (“Pricing Agreement”) that describes the specific products and services under the Sylectus Alliance or Sylectus Alliance Pro Program, as applicable, that will be provided to the Subscriber by Sylectus. For Sylectus Alliance Pro Subscribers, Sylectus also provides each Subscriber with online access to the Sylectus Alliance Pro Subscriber Manual that contains operating instructions and information for the use of the Sylectus Alliance Pro program. Sylectus also may provide Sylectus Alliance Pro Subscriber instructions on its website or in other written materials. The Pricing Agreement, Sylectus Alliance Pro Subscriber Manual and any website or other instructions are subject to these Terms and Conditions, and in the event of any conflict, these Terms and Conditions are controlling.

1. Use and Ownership. Subscriber shall use the information, software, and systems provided by Sylectus and the information available on the Sylectus website solely for its own internal business purposes. All copyright, database rights, design rights, and all intellectual property rights in and to all text and graphics, their selection and arrangement, and all mark up/layout/scripts, software compilations, underlying source (hyper text mark up language and scripts) and all other materials provided to Subscriber or available on the Sylectus website belong solely and absolutely to Sylectus. No part of the Sylectus website or related intellectual property may be reproduced in any form whatsoever, whether electronically or otherwise, without the prior written consent of Sylectus, other than temporarily in the course of using the Sylectus website or to keep a record of transactions entered into using the Sylectus website. Subscriber may not copy the software except to install it on Subscriber’s hardware and may not sell the software or incorporate it (or any portion of it) into another product. Subscriber may not reverse engineer, decompile or disassemble the software or otherwise attempt to derive the source code (except where expressly permitted by law). Subscriber may not modify, adapt or create derivative works from the software in any way or remove proprietary notices in the software and may not authorize or assist any third party to do any of the foregoing.

2. Rates Between Subscribers. Subscriber recognizes and agrees that Sylectus will not negotiate rates between Subscribers or become involved in any manner in the discussion or negotiation of prices for the transportation of freight or providing of equipment between Subscribers.

3. Subscriber-Provided Information. Subscriber recognizes and agrees that the information available on the Sylectus website is provided solely by other Subscribers. Sylectus assumes no responsibility for the accuracy of the information contained on the Sylectus website or for any alleged losses or damages accruing to Subscriber as a result of any reliance on the information contained on the Sylectus website.

4. Load Arrangements. All responsibility for the arrangement of individual loads rest with the respective Subscribers. With respect to any particular load, the involved Subscribers are responsible for exchanging appropriate communications and entering into appropriate agreements concerning rates, payment, pickup and delivery schedules, shipper and consignee requirements, freight valuation, and all other details concerning the individual freight movements in question. Sylectus personnel will not act as a communication conduit between individual Subscribers regarding the movement of particular units or shipments. All disputes between Subscribers shall be resolved or determined through normal business or legal procedures, without the involvement of Sylectus. These Terms and Conditions constitute an agreement solely between Sylectus and Subscriber; Subscriber expressly agrees that it is not entitled to any legal remedy against any other Subscriber as a result of either Subscriber’s entry into these Terms and Conditions.

5. Use Restrictions. Subscriber shall not use the information, software, or systems available on the Sylectus website or otherwise provided by Sylectus for any of the following purposes:

a. Introducing viruses, corrupted files or any other similar software or programs that may damage, alter or destroy the Sylectus website or the operation of another's computer system, network, software, program, documentation or data.

b. Accessing or attempting to access or use Sylectus’ computer system, computer network or website for the purpose of devising or executing any scheme or artifice to defraud, obtain money, property or services by means of false or fraudulent pretenses, representations or promises; or commit theft, including but not limited to theft of proprietary information.

c. Engaging in any other conduct involving the use of the Sylectus website to violate any laws.

d. Back-soliciting any business first made known to Subscriber through loads offered to Subscriber by other Subscribers through the Sylectus website.

e. Soliciting or engaging drivers or equipment owners first made known to Subscriber through equipment offered by other Subscribers through the Sylectus website.

f. Using equipment locations of operating units of Subscribers made available through the Sylectus website for the purpose of monitoring operations or analyzing operating performance of other Subscriber carriers.

g. Allowing any third party to use or access the information, software, or systems available on the Sylectus website or otherwise provided by Sylectus; redistributing the software to any third party; linking the software to any open source software; or subjecting the software to any open source licenses.

6. Availability; Disclaimer. Sylectus will use its best efforts to provide for the continuing ongoing operation of any information, software, or systems provided to Subscriber by Sylectus and for continuing access to any data stored or maintained by Sylectus on behalf of Subscriber, but Sylectus assumes no responsibility for any damages resulting from the inoperability or inaccessibility of the Sylectus website or any information, software or system. Subscriber assumes all risks associated with the use of the Programs and the Sylectus website, including any risk to its computers, software or data being damaged by any virus, software, or any other file which might be transmitted or activated via the Sylectus website. Sylectus shall not be liable for any special, incidental, or consequential damages, including, without limitation, lost revenues or lost profits, resulting from the use or misuse of the information contained on the Sylectus website. The amount of any damages awarded to Subscriber against Sylectus shall be limited to the amount of any fees paid by Subscriber to Sylectus during the (6) six month period prior to the last occurrence of the events or conditions giving rise to such damages.

7. Additional Disclaimer. Notwithstanding any express rights granted to Subscriber in the Pricing Agreement or under these Terms and Conditions, neither the services offered under the Programs nor any provision of the Pricing Agreement or these Terms and Conditions shall be deemed or construed to grant to Subscriber either expressly, by implication, by way of estoppel, or otherwise, any right, license, covenant or authority to infringe or immunity from infringement liability under any patents, patent applications, inventions or inventions disclosures. Subscriber agrees that this disclaimer of rights shall not be deemed to be a derogation of any express rights that have otherwise been granted to Subscriber in the Pricing Agreement or under these Terms and Conditions.

8. Third Party Websites. The Sylectus website may, from time to time, contain links to other internet websites for the convenience of users in locating information, products, or services that may be of interest. These third party sites and any other sites operated or maintained by third parties (collectively, “third party sites”) are operated or maintained by organizations over which Sylectus exercises no control, and Sylectus 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 any third party sites. Sylectus does not control, endorse, promote, or have any affiliation with any third party sites unless expressly stated herein. Subscriber shall be responsible for any fees resulting from Subscriber’s use of third party sites or of information obtained by Subscriber from third party sites.

9. Service Cancellation. Sylectus reserves the right to cancel service to any Subscriber at any time in the event of nonpayment for Sylectus services as set forth in the Pricing Agreement between Sylectus and Subscribers, or in the event of any violation of these Terms and Conditions. Unless otherwise expressly set forth in a Pricing Agreement or other written agreement between Sylectus and Subscriber, either Sylectus or a Subscriber may cancel Subscriber’s involvement in the Programs on (30) thirty days prior written or electronic notice. Any cancellation hereunder shall not operate to relieve the Subscriber of any financial or other obligations contained in these Terms and Conditions, in any Pricing Agreements, or otherwise. If a Subscriber is paid up as of the effective date of a cancellation, Subscriber for a subsequent period of six months: (a) shall be entitled to continuing access its data, but may not alter or input changes to that data; and (b) for a fee of $5,000.00 U.S., may request that Sylectus provide Subscriber with a complete package of its data. Sylectus reserves the right to purge its system of all data regarding a Subscriber after (6) six months following the effective date of cancellation of a Subscriber’s service.

10. System Requirements. Subscriber agrees to abide by recommended system requirements, including amendments and upgrades thereto as published by Sylectus from time to time, and agrees that Sylectus products shall not be installed or used on any computer system that does not meet the minimum requirements. The functioning of any hardware used by Subscriber in connection with the Programs shall be at Subscriber’s sole cost and risk, notwithstanding any recommendations concerning the acquisition of such hardware that may have been provided by Sylectus.

11. Use Monitoring. Subscriber expressly consents to administrative monitoring of its use of the Programs and the Sylectus website at all times. Subscriber acknowledges and agrees that: (i) system administrators may provide evidence of possible criminal activity identified during such monitoring to appropriate law enforcement officials; and (ii) information provided to Sylectus by a Subscriber through the Sylectus website or otherwise may be subject to United States and Canadian federal, state and provincial laws governing records disclosure and confidentiality, including but not limited to the Personal Information Protection and Electronic Documents Act, and the USA PATRIOT Act.

12. Modifications to Terms and Conditions. These Terms and Conditions may be changed or updated at any time by Sylectus upon written or electronic notice to Subscriber. In the event of any such changes or updates to the Terms and Conditions, the Subscriber’s system administrator will be required to accept the modified Terms and Conditions on behalf of Subscriber prior to continued use of the Programs and the Sylectus website by Subscriber. Subscriber’s continued use of the Programs and the Sylectus website after any such changes or updates shall signify Subscriber’s understanding of an intention and agreement to be bound by any such changes or updates. If a Subscriber is unwilling to accept such changes or updates it may suspend its use of the Sylectus website and cancel its involvement in the Programs without the advance notice described in Section 8, but subject to the remaining requirements of Section 8.

13. Assignment; Change in Control. Unless otherwise expressly set forth in a Pricing Agreement or other written agreement between Sylectus and Subscriber: (i) Subscriber may not assign to any other party its rights or obligations under these Terms and Conditions or transfer to any other party its access to the Programs or the Sylectus website; and (ii) Subscriber will notify Sylectus in writing of any Change in Control of Subscriber, and in such event Sylectus will have the right to terminate Subscriber’s participation in the Programs and access to the Sylectus website. “Change in Control” means any change in ownership of Subscriber or the consummation of any reorganization, merger, acquisition, share exchange or transfer, consolidation, or sale or disposition of all or substantially all of the assets or stock shares of Subscriber.

14. Governing Law/Venue. This agreement and these Terms and Conditions shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, other than provisions relating to conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods is expressly made inapplicable to any aspect of the business arrangement between Sylectus and Subscribers. Each Subscriber irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceedings in such court or that such court provides an inconvenient forum with respect to all matters concerning the relationship between Sylectus and Subscriber.

15. Arbitration. In the event of a dispute or disagreement between Sylectus and Subscriber, such dispute may, upon the written request of either party and on mutual agreement of both parties, be submitted to and settled exclusively by final and binding arbitration in lieu of any judicial proceeding. Such arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules, with such arbitration to be conducted by a single arbitrator in Toronto, Ontario, Canada. Any arbitration award shall be binding and enforceable against the parties and judgment may be entered thereon in any court of competent jurisdiction. The provisions of this Section 14 shall not preclude any party from seeking or obtaining from a court of competent jurisdiction: (a) injunctive relief; or (b) equitable or other judicial relief to specifically enforce these Terms and Conditions or preserve the status quo prior to resolution of any dispute through arbitration. The provisions of this Section 14 shall not apply to any dispute arising out of any misuse or infringement of the intellectual property rights of Sylectus.

16. Entire Agreement. This agreement and these Terms and Conditions, together with any documents referenced in these Terms and Conditions, constitute the sole, entire, and existing agreement between Sylectus and Subscriber, and supersede all prior agreements and undertakings, oral and written, express or implied, or practices, between the parties, and express all obligations and restrictions imposed on each of the respective parties during its term, except those specifically modified or changed by subsequent mutual written agreement between Sylectus and Subscriber. In the event any part of these Terms and Conditions is determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written.