Terms and Conditions CargoClub Terms and Conditions Last updated: 28 Januari 2025
- Introduction These terms and condition (“Terms”) set out the contractual relationship between
CargoClub B.V. with its registered office in Wassenaar, Van Zuylen van Nijeveltstraat 198-A, 2242 AX, The Netherlands, Chambre of Commerce number 92268730, VAT NL865966655B01, represented by: Matthijs de Bock and Martijn Smeets, hereinafter referred to as “CargoClub”.
and
The issuer of an order to use CargoClub’s services (the “Customer”).
To use CargoClub’s Services, a Contract will need to be signed by Parties. By accessing or using CargoClub Software as a Service (SaaS), Customer agree to comply with and be bound by the following terms. 2. Definitions Additional Services = any additional or ancillary services beyond the standard package offered by CargoClub to Customer (including without limitation customized integration services, Platform customizations, consultancy services and enhanced support services) provided by CargoClub Customer from time to time.
Aggregate Data = anonymous, summary data derived from the analysis of Customer and Authorized User usage of the CargoClub Platform.
Authorized User(s) = those employees and staff of the Customer who are authorized by the Customer to access and use the Platform.
Carbon Projects = the carbon offset, carbon removal, or carbon inset projects (whether current or future) offered by Sustainability Partners from time to time as displayed on the Platform.
CargoClub API = CargoClub’s proprietary application programming interface software.
Confidential Information = information in whatever form (including, without limitation, in written, oral, visual, or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, candidates, affairs and / or finances of a Party for the time being confidential to that Party.
Contract = the contract between CargoClub and the Customer for the provision of the Platform and the Services as governed by these Terms, together with any additional terms as mutually agreed in writing by the Parties from time to time.
Credits = the carbon offset credits available to reserve and purchase in respect of Partners’ Projects on the Platform from time to time.
Credits Fees = the total fees payable by the Customer to Lune for the purchase of Credits and/or Future Credits in relation to a Partner’s Project, charged at the Prices.
Customer = A stakeholder in logistics who has entered into an agreement with CargoClub to use the Services.
Documentation = the documentation made available by CargoClub from time to time in connection with the Customer’s use of the Platform.
Fees = the carbon offset credits available to reserve and pre-purchase in respect of Sustainability Partners’ future Projects on the Platform from time to time.
Future Credits = the carbon offset credits available to reserve and pre-purchase in respect of Partners’ future Projects on the Platform from time to time.
Go-Live Date = the earlier of the date that (i) the Customer and its Authorized Users are granted access to the Platform, or (ii) the commencement of the Services.
Integration Services = the services required to integrate the Platform into the Customer’s products or services using the Lune API.
Initial Subscription Term = the initial term of the Customer’s subscription for access to and use of the Platform being 12 months from the Go-Live Date.
Intellectual Property Rights = all current and future copyright, rights in computer software, patents, rights to inventions, trademarks, databases rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), rights in designs, topographies, trade and business names, domain names, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order = the redemption the Ultimate Beneficiary places on the Platform for Credits and/or Future Credits in a specific Carbon Project.
Participating Ultimate Beneficiary = Total amount of end users participating within this reward-based system, per CargoClub Customer.
Parties = CargoClub and the Customer (each a “Party”).
Partner = a third-party carbon offset/removal/inset developer or registry that Sustainability Partner has partnered with and from whom the Ultimate Beneficiary can place Orders for Credits and/or Future Credits in respect of Projects.
Platform = CargoClub’s proprietary loyalty software platform accessible at https://app.cargoclub.co/ or by way of integration with the CargoClub API or widget.
Price = the aggregate amount of loyalty points needed to redeem one Reward (i.e., Credits and/or Future Credits) for each Partner Project respectively.
Rewards = Carbon Credits that the Ultimate Beneficiary can claim on the CargoClub platform, following the completion of qualifying actions and redeeming the loyalty points in association with Customer.
Services = the Integration Services and related Software Services.
Software Services = those services to make the Platform available to the Customer on a software as a services (SaaS) basis.
Subscription Term = the Initial Subscription Term specified in the Contract together with any subsequent Renewal Periods.
Supported Browsers = the most current supported production release of: (i) Google Chrome; (ii) Apple Safari.
Sustainability Partner = a third-party carbon offset and insetting provider from whom the Customer can select Projects that are made available to the Ultimate Beneficiary, who can place Orders for Credits and/or Future Credits in respect of Projects, paid by Customer.
Third Party Content = as defined in clause 15.
Tools = means the tools made available to the Customer to allow the Customer to brand the Platform and to use certain features and functionality of the Platform.
Transaction Fee = a charge levied by CargoClub on Customers for the processing and facilitation of Ultimate Beneficiary point redemption for Rewards.
Ultimate Beneficiary = A consignor or consignee who participates in the loyalty program offered by a Customer through the Services. 3. About these terms 3.1 These Terms, which are made available on CargoClub’s website, apply to all Services provided by CargoClub to the Customer and the Customer’s use of the Platform (whether accessed at https://app.cargoclub.co/ or integrated into the Customer’s product or services by way of the CargoClub API).
3.2 These Terms are current as at the date set out at the start of these Terms. CargoClub reserves the right to update these Terms from time to time by posting an updated version of these Terms on CargoClub’s website or by notifying the Customer in writing of the Updated Terms at least 45 days before they come into force.
3.3 If the Customer does not wish to accept the Updated Terms, the Customer may terminate this Contract by giving CargoClub at least 30 days’ written notice provided that such notice expires before the Updated Terms come into force.
3.4 If the Customer does not serve notice on CargoClub to terminate this Contract in accordance with clause 3.3, the Customer shall be deemed to have accepted the Updated Terms, and the Customer’s use of the Platform and the Services shall be subject to the Updated Terms from the date they come into force.
3.5 This Agreement is governed by and construed in accordance with the laws of The Netherlands. 4. Platform and Service 4.1 The Platform can be accessed as a dashboard and allows the Customer to setting up, launching, and operating a loyalty program and associated function(s), including the service from our Sustainability Partner to find and compare Carbon Projects as well as the Ultimate Beneficiary to select and purchase Credits and/or Future Credits on behalf of the Customer. Alternatively, the Platform, and its core loyalty program functions (including purchase of Credits), can be built into the Customer’s services or products using the CargoClub API (or widget) to smoothen user experience within a single environment.
4.2 CargoClub shall make the Platform available to the Customer during the Subscription Term in accordance with these Terms.
4.3 If the Platform is provided on a “white label” basis, the Customer shall be responsible for branding the Platform by using the Tools made available by CargoClub,
As agreed in writing by the Parties, provided that the Platform shall always include the wording “Powered by CargoClub” in a form acceptable to CargoClub.
4.4 Depending on Customer requirements, CargoClub shall also provide some or all of the following services:
(a) the Integration Services.
(b) the Software Services.
(c) and/or any Additional Services.
4.5 The Contract shall not prevent CargoClub from entering into similar agreements with third parties, or from selling or licensing products and/or services which are like those provided under the Contract with the Customer.
4.6 CargoClub provides Software and does not provide transportation or logistics services directly. 5. License 5.1 Subject to the Customer complying with these Terms, CargoClub grants the Customer a non-exclusive, non-transferable license, without the right to grant sub-licenses, to permit the Authorized Users to access and use the Platform and the Documentation during the Subscription Term of this Contract solely for the Customer's own business purposes. Customer is responsible for providing an overview of Authorized Users and their respective roles within the Customer's organization. This information will help CargoClub ensure appropriate access levels and security measures for each user.
5.2 In relation to the Authorized Users, the Customer undertakes that:
(a) each Authorized User shall keep a secure password for their use of the Platform, and that each Authorized User shall keep their password confidential.
(b) it will ensure no Authorized User’s password is discovered by an unauthorized person.
(c) it shall promptly provide CargoClub with the names and contact details of each Authorized User upon request.
(d) it shall permit CargoClub or CargoClub’s designated auditor to audit the Authorized Users’ use of the Platform to establish the Customer’s compliance with these Terms.
(e) if any of the audits referred to in clause 5.2(d) reveal that any password has been provided to any unauthorized person, then without prejudice to CargoClub’s other rights and remedies, CargoClub may disable such passwords without issuing replacement passwords to the Customer and/or restrict the Customer’s access to the Platform under such passwords (and the Customer shall remain liable to pay CargoClub any outstanding Fees for the Contract notwithstanding that the Customer’s access to the Platform may be disabled and/or restricted).
5.3 The rights granted under this clause 5 are granted to Customer only and are not granted to any group company of the Customer. 6. License Restrictions 6.1 The Customer shall not and shall ensure that its Authorized Users or Ultimate Beneficiary shall not, access, store, distribute or transmit any viruses, or any material during its use of the Platform or the Services that is unlawful or may damage or detrimentally affect the performance of the Platform, the Services and/or the reputation of CargoClub. CargoClub reserves the right, without liability or prejudice to its other rights against the Customer, to cease provision of the Services and disable the Customer's access to the Platform immediately and without notice if it breaches this clause 6.1.
6.2 The Customer shall not (nor attempt to):
(a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the CargoClub API, Software and/or the Documentation in any form or media or by any means; or
(b) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the CargoClub API or Software.
(c) use the Platform or the Services for any purpose except for the purposes of its Contract with CargoClub.
(d) access all or any part of the Platform or the Services to build a product or service which competes with the Platform and/or the Services.
(e) use the Platform or Services to provide services to third parties other than to offer automated carbon offsetting and related analytics to its Ultimate Beneficiary via the CargoClub API.
(f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or the Services available to any third party except the Authorized Users; or
(g) attempt to obtain, or assist third parties in obtaining, access to the Platform other than in accordance with clause 5.
6.3 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Platform and the Services and, in the event of any such unauthorized access or use, shall promptly notify CargoClub. 7. Loyalty Program Management 7.1 CargoClub Software enables Customers to establish and operate a rewards-based system for their Ultimate Beneficiaries. Through qualifying actions, Beneficiaries earn, accumulate, and redeem loyalty points. Points can be used to purchase Carbon Credits and/or Future Credits on the CargoClub Platform.
7.2 Customers are solely responsible for defining and managing all aspects of their loyalty program within the Platform, including:
(a) Earning and redemption criteria for points. (b) Point values and expiration rules. (c) Tier definitions and management.
7.3 CargoClub's role is limited to providing the Platform for managing points, unless explicitly stated in Contract. CargoClub is not liable for any Customer-defined actions or decisions related to the loyalty program.
7.4 The Platform includes a point conversion system where Beneficiaries earn points based on their engagement with the Customer. Point conversion rules are defined by the Customer within the Platform. CargoClub is not responsible for conversion rates or how points are earned or distributed.
7.5 Customers determine the monetary value or reward equivalence of each point. CargoClub is not liable for any discrepancies or claims arising from point valuation or redemption.
7.6 The Platform will display the current exchange rate for points to Carbon Credits and/or Future Credits. This rate may vary based on the Program's design, sustainability projects, or other factors. Customers are responsible for communicating exchange rates and their impact on Beneficiaries' rewards. CargoClub is not liable for fluctuations in the value of points or Carbon Credits/Future Credits.
7.7 The Customer may include different membership tiers. Tier status determines the level of benefits available to the Ultimate Beneficiary. Customers define tiers based on accumulated points, engagement frequency, or other metrics. CargoClub has no responsibility for tier definitions, promotions, or adjustments. 8. Reward and Credit Orders 8.1 The Platform will display available Rewards from time to time that the Ultimate Beneficiary is able to place Orders for Credits or Future Credits, paid by Customer.
8.2 Rewards will be provided by Sustainability Partner. CargoClub will use reasonable endeavors to ensure the availability of rewards provided by Sustainability Partner but will not be liable for any loss arising from failure by such Sustainability Partner to provide such rewards.
8.3 The provision of rewards from Sustainability Partner is conditional on the Ultimate Beneficiary signing into their CargoClub account and providing additional information if required to do so by the Sustainability Partner.
8.4 After Ultimate Beneficiary placing an Order for Credits for a Reward on the Platform, CargoClub will fulfil the Order by informing our Sustainability Partner, who will either:
(a) using Credits that Sustainability Partner already holds in that particular Project; or
(b) purchasing the Credits directly from the relevant Partner.
8.5 Sustainability Partner will subsequently invoice the Customer for the Credit Fees in accordance with clause 4 of these Terms. The Customer acknowledges that Sustainability Partner may require the Customer to pay the relevant Credit Fees in advance of purchasing any Credits in accordance with clause 7.2(b).
8.6 Once the steps at clause 7.2 to 7.3 have been carried out, the purchased Credits will be retired on behalf of the Customer (and Sustainability Partner will issue the Customer with a certificate confirming the retirement of the Credits on CargoClub Platform).
8.7 When the Order placed by the Ultimate Beneficiary is for Future Credits for a future Project on the Platform, clauses 7.2 to 7.4 shall apply to that Order save that the Future Credits purchased by the Customer will be retired on behalf of the Customer only once such Future Credits are delivered to Sustainability Partner by the Partner. CargoClub will then issue the Customer with a certificate confirming the retirement of the Future Credits.
8.8 The Sustainability Partners terms and conditions relating to such rewards will apply and CargoClub will not be liable for any loss. Those terms and conditions will be enclosed with the relevant reward voucher and will be supplied in advance to you by CargoClub upon request, or if no reward voucher is issued, such terms and conditions are available directly from the independent supplier.
8.9 CargoClub may discontinue relationships with Sustainability Partner at any time and will give members such notice of any discontinuance as is reasonably practical (in our opinion) in the circumstances.
8.10 Please allow 25 working days for delivery of Carbon Certificates.
8.11 The CargoClub website lists the Sustainability Partner that offer services or products as rewards.
8.12 CargoClub may reject any Order in its sole discretion provided it acts reasonably in all circumstances. If:
(a) Sustainability Partner does not already hold Credits in the Customer’s chosen Project and Sustainability Partner is unable to purchase any Credits or Future Credits in the Project for which the Customer has placed an Order; or
(b) in respect of a future Project, a Partner fails to (or decides not to) carry out the future Project such that the Customer’s purchase of Future Credits in that Project cannot be retired,
Sustainability Partner will use its reasonable endeavors to purchase Credits or Future Credits in a similar Project (as determined by Sustainability Partner in its discretion).
8.13 If Sustainability Partner is unable to purchase Credits or Future Credits in a similar Project in accordance with clause 7.7, Sustainability Partner will:
(a) grant the Customer the option of cancelling the Order (and refunding any Credit Fees that have been paid in advance); or
(b) offer the Customer the chance to purchase Credits or Future Credits in a different Project recommended by Sustainability Partner.
8.14 Sustainability Partner will use reasonable endeavors to ensure the accuracy of the Prices displayed. However, it is always possible that some Prices may be incorrect, as a result of a software or administrative error. Sustainability Partner will normally check the Price before accepting your Order. If there is an error so that the correct Price is less than the stated Price, we will charge the lower amount. Where the correct Price is higher than the stated Price, we will contact you and give you the option of either paying the correct Price or cancelling the Order.
8.15 No Order may be cancelled by a Customer except in accordance with clause 7.8(a) or clause 7.9 of these Terms.
8.16 Sustainability Partner may, as mutually agreed with the Customer from time to time, impose a minimum purchase obligation in respect of the number of Credits and/or Future Credits that it purchases over a set period.
8.17 In order to display the Projects, the Platform will contain links or references to non- Sustainability Partner websites, products, services or other materials or content (“Third-Party Content”).
8.18 By accessing and/or using the Platform, the Customer agrees that CargoClub is not responsible or liable for any Third-Party Content or for the actions of any Partners or other entities that provide or use such Third-Party Content. Sustainability Partner has no control over the Third-Party Content and Sustainability Partner does not monitor, verify, censor, or edit any Third- Party Content.
8.19 When the Customer accesses or uses Third-Party Content, it accepts there are risks in doing so. Sustainability Partner encourages the Customer to be aware when it leaves the Platform and to read the terms and conditions and privacy policy applicable to the Third-Party Content it accesses or uses. 9. Fees and Payment 9.1 The Customer shall pay CargoClub the Fees in accordance with the terms of this Contract.
9.2 CargoClub shall invoice the Customer for any:
(a) Participating Ultimate Beneficiary monthly in advance.
(b) Transaction Fees quarterly in arrears.
unless otherwise agreed between CargoClub and the Customer in writing. Each of the Fees listed above in this clause 9.2 are distinct and agreed with the Customer separately from one another. CargoClub will only charge the Customer for the relevant Fees it has incurred (or will incur) in respect of the Services provided (or to be provided).
9.3 The Customer shall pay CargoClub’s invoices within 14 days of the date of the invoice.
9.4 If CargoClub has not received payment by the due date, and without prejudice to any other rights and remedies it may have, CargoClub may:
(a) without liability to the Customer, disable the Customer's password, account and access to all or part of the Platform and the Services and CargoClub shall be under no obligation to reinstate access while the invoice(s) remain unpaid and the Customer shall continue to pay the Fees to CargoClub in accordance with the terms of this Contract notwithstanding that the Platform and the Services may be unavailable and inaccessible; and/or
(b) charge the Customer interest on the overdue amount at the rate of 4,5% above De Nederlandsche Bank base rate from time to time.
9.5 Except where otherwise agreed between CargoClub and the Customer, all amounts and fees stated or referred to in the Contract shall be payable in euros and are exclusive of value added tax (which shall be added to CargoClub’s invoices at the applicable rate).
9.6 As long as CargoClub carries out its CargoClub Services in course of a continuing obligation, CargoClub is entitled to change its fees at any time with a four (4) weeks’ notice to the beginning of each calendar month unilaterally via written statement (email is sufficient) to the Customer. If such changes exceed 10% of the invoice value of the CargoClub Services provided within the current contract period, the Customer has the right to terminate the contract within four (4) weeks from the date of the fee increase. In case the Customer terminates the Agreement, CargoClub is entitled to decide by its own discretion whether the proposed increase should be revoked. If the Customer does not terminate the contract in due timely manner, the higher fees are agreed to be applicable. 10. Customer Obligations 10.1 The Customer shall:
(a) provide CargoClub with such co-operation, assistance, information, data and documentation as CargoClub may reasonably request.
(b) comply with all applicable laws and regulations.
(c) ensure that the Authorized Users use the Platform and the Services in accordance with the terms and conditions of these Terms and shall be responsible for any Authorized User's breach of this Contract;
(d) obtain and shall maintain all necessary licenses, consents, and permissions necessary for CargoClub, its contractors and agents to perform their obligations under this Contract;
(e) ensure that its network and systems comply with the relevant specifications provided by CargoClub in order to access and use the Platform or CargoClub API and receive the benefit of the Services;
(f) if applicable, purchase enough Credits and/or Future Credits to satisfy any minimum purchase obligation agreed with CargoClub; and
(g) be solely responsible for procuring, maintaining and securing its internet browser, and its network connections and telecommunications links from its systems to CargoClub’s (and CargoClub’s suppliers’) data centers, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s internet browser, network connections or telecommunications links or caused by the internet.
10.2 Where CargoClub’s performance of this Contract is prevented or delayed by any act or omission of the Customer, its officers, employees, consultants, agents, agency workers or subcontractors, CargoClub shall be allowed an equal extension of time to perform its obligations, and the Customer shall pay CargoClub the Fees on the date(s) they would have become due but for the prevention or delay and the Customer shall pay CargoClub the Additional Services Fees at CargoClub’s prevailing standard rates for any Additional Services performed by CargoClub in dealing with the prevention or reducing the delay. 11. CargoClub Obligations 11.1 CargoClub undertakes that:
(a) the Platform, CargoClub API, and widget, will perform substantially in accordance with the Documentation.
(b) it has and will maintain all licenses, consents, and permissions necessary for the performance of its obligations under this Contract.
(c) it has and will at all times have the ability and capacity to perform all of its obligations under this Contract; and
(d) it will at all times comply with all applicable laws and regulations.
11.2 The undertaking at clause 11.1(a) shall not apply to the extent of any non- conformance which is caused by use of the Platform or CargoClub API contrary to CargoClub’s instructions or these Terms or by the use of the Platform with a browser other than a Supported Browser. If the Platform or CargoClub API does not conform with the undertaking at clause 11.1(a), CargoClub will, at its expense, use reasonable endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 11.1(a).
11.3 CargoClub shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11.4 Each Party warrants that it has full capacity and authority, and all necessary licenses, permits and consents to enter into and perform this Contract.
11.5 The undertakings provided in this clause 11 are in lieu of all warranties, rights and remedies provided by law which are hereby excluded to the fullest extent permitted by applicable law. 12. Liability 12.1 CargoClub shall not be liable to compensate Customer for any direct or indirect loss or damage due to any reason other than of CargoClub or for reasons of occurring by actions of the Customer.
12.2 CargoClub shall not be liable for direct, indirect, personal, and foreseeable damage or loss suffered by Customer (including damage or loss caused by the employee(s) and/or the contractor(s), and shall not include indirect, consequential, special or punitive damages including but not limited to loss of profits or income, additional expenses loss, loss of or damage to data or loss of contracts, loss of time or loss of business.
12.3 The entire aggregate liability of CargoClub arising from or relating to the Agreement or the subject matter hereof, under any legal theory, whether in contract, tort, indemnity or otherwise, shall be limited to the amount paid by the Customer in the twelve months preceding the alleged action giving way to liability. Nothing in this Agreement shall operate to limit or exclude any liability for fraud, negligence, bodily injury or for any other liability that cannot be excluded or limited by law. 13. Terms and Termination 13.1 Except where otherwise agreed between CargoClub and the Customer, the Contract shall commence on the Go-Live Date and shall continue for the Initial Subscription Term and, thereafter, this Contract shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”) unless otherwise terminated by either Party in accordance with these Terms.
13.2 Without affecting any other right or remedy available to it, either Party may terminate this Contract with immediate effect by giving written notice to the other Party if:
(a) the other Party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due; or
(c) the other Party has a receiver, or an administrative receiver appointed over it or over any part of its undertaking or assets or passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the other Party becomes subject to an administration order or enters into any voluntary arrangement with its creditors.
13.3 Without limiting any other rights or remedies available to it, CargoClub may terminate the Contract on at least 7 days written notice to the Customer if the Customer fails to pay any amount due to CargoClub under this Contract and remains in default not less than 7 days after being notified in writing to make such payment.
13.4 On termination of this Contract for any reason:
(a) all amounts payable to CargoClub by the Customer shall become immediately due and owing (including, if applicable, any shortfall in the Customer’s failure to meet its minimum purchase obligations during the Subscription Term.
(i) all licenses granted under this Contract shall immediately terminate and the Customer shall immediately cease all use of the Platform, CargoClub API, widget, Software the Services and the Documentation;
(ii) each Party shall promptly return and make no further use of the property, documentation and other items belonging to the other Party;
(iii) each Party shall promptly return the other Party’s Confidential Information;
(c) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination shall not be affected or prejudiced; and
(d) all clauses which expressly or by implication survive the expiry or termination of this Contract shall continue in full force and effect. 14. Data Protection, Logo and Publicity 14.1 During the Subscription Term of this Contract, the Customer will share with CargoClub a limited amount of personal data related to the Authorized Users and Ultimate Beneficiary. CargoClub, in its capacity as data controller, shall process such personal data in accordance with these Terms and its privacy policy available at: https://cargoclub.co/#privacystatement.
14.2 It is the Customer’s responsibility to ensure that its Authorized Users and Ultimate Beneficiary are aware of, and have been provided a copy of, CargoClub’s privacy policy.
14.3 The Customer is obliged to comply with the applicable data protection law when using the CargoClub Services.
14.4 The Customer is obliged to ensure that its websites and/or apps clearly provide appropriate and sufficiently prominent notice to users regarding the collection and use of tracking data by CargoClub. The Customer will also ensure that the websites and apps provide facilities for users to opt out of tracking. If a user opts out, the tracking mechanisms provided by CargoClub must be fully disabled. At a minimum, a privacy policy should be available on the website or from inside the app complying with these requirements.
14.5 The Customer hereby grants CargoClub a non-exclusive license, solely during the term of the Contract, to list the Customer's name and display the Customer's logo in the Customer section of CargoClub’s website and to use the Customer's name and logo in CargoClub’s Customer lists for self-promotional purposes. In the event that the Customer wishes to prevent the sharing of their logo, the Customer shall pay an additional fee to CargoClub. 14.6 CargoClub reserves the right to perform data analytics on the Customer and Authorized User’s use of the Platform and to create anonymous data from such analytics (“Aggregate Data”).
14.7 CargoClub shall own all right, title and interest in and to the Aggregate Data (and the Intellectual Property Rights in the Aggregate Data) and CargoClub may use the Aggregate Data for any purpose without restriction, including for the purposes of:
providing the Platform and the Services to the Customer in accordance with the terms of this Contract; (b) developing insights into purchasing behaviors (“Insights”);
(c) developing CargoClub’s products and services for the benefit of CargoClub and CargoClub’s other clients and customers; and
(d) providing CargoClub’s products and services, and the Insights to CargoClub’s other clients and customers (provided the Insights are anonymized). 15. Grant of Rights, Ownership and Third Party’s Rights 15.1 CargoClub shall retain all intellectual property rights as well as any other property rights in and to the CargoClub software, the CargoClub API and widget as well as other services that are provided under this contract, including source codes, databases, hardware and/or any other material (e.g., documentations, developments, functions, report templates, preparatory material, etc.).
15.2 The Customer undertakes to not violate any applicable laws, in particular third-party rights (e.g., copyrights, personality rights, intellectual property rights) or the terms of this agreement while using CargoClub Services. Insofar, the Customer shall indemnify and hold CargoClub harmless from any and all third-party claims (including but not limited to all costs and expenses, incl. attorney's fees) that are being asserted against CargoClub upon first request. 16. Force Majeure 16.1 CargoClub shall have no liability to the Customer under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of CargoClub or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of CargoClub or sub-contractors, provided that the Customer is notified of such an event and its expected duration. 17. Updates 17.1 CargoClub reserves the right to:
(a) update and upgrade the Platform from time to time, and the Customer shall be responsible for activating any new functionality within the Platform following an update or upgrade;
(b) make other changes and modifications to the Platform and/or Services from time to time with or without notice to the Customer provided that such changes and modifications do not permanently and materially degrade the functionality or performance of the Platform or Services; and
(c) update the list of Supported Browsers from time to time, and the Customer shall be responsible for ensuring it accesses and uses the Platform via a Supported Browser.