WEBCARGONET PLATFORM SUBSCRIPTION SERVICES AND LICENSE AGREEMENT

Updated 2016-12-31

This PLATFORM SUBSCRIPTION AND LICENSE AGREEMENT (this “Agreement”) is entered into between the customer ordering or using WebCargoNet services (“Customer”) via online registration or via a purchase order or similar document (“Purchase Order”)

and

WEB CARGO S.L. (“WebCargoNet” or “Supplier”) a Spanish corporation trading as “WebCargoNet”, a subsidiary of Freightos Ltd, with its principal place of business in Av/ Martí Pujol 230 ESC A 4º1ª, 08911 Badalona, Spain.

WebCargoNet and the Customer may be referred to individually as a “Party” and collectively as the “Parties”.

WITNESSETH:

WHEREAS, WebCargoNet has developed a platform which contains data (the “Data”) which it makes available over the Internet for a fee, as permitted by law;

WHEREAS, WebCargoNet has developed a software program delivered as software-as-a-service over the Internet providing functionality for freight rate management and freight price quotes, and providing access to the Data (the “Software” and together with the Data, the “Platform”); and

WHEREAS, the Customer has requested access to and license to use certain portions of the Platform for the consideration and on the terms set forth below, and WebCargoNet has agreed to provide the Platform subject to the terms and representations set forth below.

NOW, THEREFORE, in consideration of the mutual promises and covenants and the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. INCORPORATION OF RECITALS.

The foregoing recitals are incorporated into and made a part of this Agreement as it fully set forth herein.

SECTION 2. SUBSCRIPTION AND LICENSE TO PLATFORM.

Subject to the terms set forth in this Agreement, WebCargoNet hereby grants to the Customer a non-exclusive, non-transferable and limited license to use and access to the Platform for a certain number of Authorized Users, certain geographical locations of Customer, designated below. The Customer is authorized to access to the Platform, manipulate the Data and use it internally. However, WebCargoNet is furnishing the Platform with all rights reserved and the Customer acknowledges that the title, copyright and all other rights to the Platform and the Software remain with WebCargoNet.

Neither the Customer nor any Authorized User (as defined below) shall have any right, title or interest in the Platform, except as provided herein. Except as provided above, neither the Customer nor any Authorized User shall copy, reproduce, duplicate, publish, disclose, distribute, license, sub-license, relicense, use as the basis for a derivative platform, assign, release, transfer, sell or otherwise make the Platform available to any other organization or person in any form or manner whatsoever. WebCargoNet reserves the right to withdraw from the Data any item or part of an item for which it no longer retains ownership rights or which it has reasonable grounds to believe infringes copyright or is unlawful or otherwise objectionable or for which WebCargoNet reasonably believes that the Customer has failed to adequately protect WebCargoNet’s title, copyright and other rights.

SECTION 3. CUSTOMERS AND AUTHORIZED USERS AND LIMITED ACCESS

“Customer” is the organization defined in the preamble which may be an individual, firm or organization accessing the Platform for a commercial interest rather than a public, not for profit, or educational interest and may include a Corporation, limited liability company, law or other business organization member of IATA or a CASS associate, that wishes to access the Platform and/or utilize the Software.

“Authorized Users” means (i) in the case of Customers organized as corporations, the Customer’s employees, (ii) in the case of Customers organized as limited liability companies, the Customer’s employees and members, each of who, in compliance with this agreement,  (a) is covered by the applicable fee paid by the Customer and (b) have been issued a username and password.

“Limited Access” means access to that portion of the Data specified in the Purchase Order (typically listed by country of origin)..

The Customer may permit only Authorized Users to access the Platform and shall not extend to any subsidiary or affiliated entity unless specifically listed. Customer and each Authorized User shall be responsible for maintaining the secrecy of usernames and passwords. Customer and each Authorized User agree to notify WebCargoNet if a username has been compromised.

The Authorized User shall access the Platform via WebCargoNet’s website through the use of a username and password. The Customer and Authorized user are responsible for establishing and providing its/their own connection to the WebCargoNet website using a standard web browser and internet connection. No other services are provided under this Platform Subscription Agreement.

The Customer and Authorized User are solely responsible for its use of the Platform. The Customer and Authorized User agree that they will not use the Platform for any illegal purpose, in infringement of copyright, trademark, intellectual property or property rights or laws, or in any manner or for any purpose that interferes with or disrupts other Customers, Authorized Users, services or equipment, including WebCargoNet users, services and equipment.

Customer and Authorized User acknowledge and agree that WebCargoNet website was developed by and is solely owned by WebCargoNet and that it will remain the exclusive property of WebCargoNet.

WebCargoNet warrants and represents that the WebCargoNet has all necessary permits, licenses, rights and authorizations to enter into and perform in full this Agreement including valid licenses of all intellectual property rights (including but not limited to patents if any, trademarks, database rights, copyrights, author rights, design rights) which are necessary for the performance of any of its obligations hereunder (and for Customer to access and use the Platform, Data and Software and other benefits conferred by this Agreement).

SECTION 4. DESCRIPTION OF SERVICES

System requirements and description of the services.

        Version: Web Cargo 3.0

        System requirements: DSL (Internet connection), PC, MAC, IPAD, Tablet or certain  

       smartphones.        

        Customer must be: IATA Forwarder or Cass associated.

The services provided by WebCargoNet will be the following:

Air Freight Rates Data This service allows the user to search the airlines rates by entering origin and destination or a specific airline. As a result, the search results will be displayed and sorted by price in ascending order (from the cheapest to the most expensive rates). User may also calculate the final price by inserting the total “gross weight” and “chargeable weight” or the weight and dimensions of all the shipments.

General Air Freight Rates are provided under agreement by some airlines and some general sales agents and are uploaded to WebCargoNet website by WebCargoNet from time to time.

Data Services If Customer wishes to add their own confidential airfreight rates (“Customer Rates”) that are not currently part of the Platform for their own in-house utilization, the Customer shall be responsible for submitting the rates to WebCargoNet and WebCargoNet will provide the service of loading these rates into the Platform, provided Customer shall submit a reasonable number of rates in a reasonable Excel format.  

Data Services SLA Air Freight Rates will be updated and uploaded in the WebCargoNet website within a maximum of two (2) working days. However, between October 15th and November 15th and March 15th and April 15th, rates may be updated and uploaded in the WebCargoNet website within a maximum of four (4) working days.

Other Features:

Alerts Together with the search results, alerts on the newest fuel prices and airline rates, may be displayed.

        Filters This option allows the user to filter the rates by services such as DGR, PER, CAO…

        Profits This service allows the user to add profit to every rate breakdown.

Quotes This option allows the user to create and download a quote document in pdf or excel with or without the origin/destination costs.

Atlas This tool allows the user to select the closest airports to a specific city and compare their prices.

Air tracking This service allows the user to follow the track of their shipments by introducing the Air Waybill (AWB)

Handling Agents contact details

Currency Converter & Volume Calculator

Tenders

Translator

Customized applications tailored to the user’s needs (under request and subject to additional

fees)

        In WebCargoNet’s efforts to improve the platform, features are subject to change or discontinuation at WebCargoNet’s discretion.

4.1 Support

All support requests should be sent to support@webcargonet.com or via other support contact methods published on webcargonet.com from time to time.

4.2 Availablity SLA

If the Platoform is not available during 99.9% of the term of this agreement, Customer shall be entitled to request a credit equal to the proportion of fees paid, equal to the proportion of the 12 month period in which the Platform was not available. Such credits will be applied to future subscriptions.

SECTION 5. PAYMENT TERMS.

All the prices or fees related to the services included or regulated under this contract are included in the Purchase Order or listed on the WebCargoNet standard price list and shall be invoiced annually in advance unless otherwise agreed in writing. Invoices shall be paid within 30 days of issue.

The Customer shall transfer the total amount due to the WebCargoNet bank account:

Caixa Catalunya: 2013 0261 74 0201117048

IBAN: ES2720130261740201117048

Or to another bank account or other payment mechanism as notified from time to time.

SECTION 6. SUBSCRIPTION PERIOD.

Unless terminated in accordance with the provisions of this Agreement, the Subscription Period, license and rights granted to Customer by this Agreement shall be in effect for a period of twelve (12) months from the Effective Date of this Agreement. If Customer breaches any provision of this Agreement, in addition to any other rights or remedies it may be entitled to, WebCargoNet may suspend access to the Platform, without prior notice.

SECTION 7. TERMINATION OF LICENSE

In addition to all other legal remedies that may be available to either Party, either Party is entitled to terminate the Agreement hereunder upon giving the other Party written notice and a reasonable period to cure such breach if such Party breaches any term of the Agreement.

Upon Customer’s signature, this Agreement shall commence at the Effective Date and shall continue for twelve (12) months. This Agreement shall automatically renew each twelve (12) months unless either Party provides the other Party with written notice (including email) of its intent not to renew, at least thirty (30) days before the end of the 12 month period.

7.1 Customer Information

a. Customer Information includes Customer Rates, Customer’s quotes, and any other Customer-specific data uploaded to the Platform. Customer Information will be and remain the property of Customer. The Supplier will not utilise Customer Information for any purpose other than that of rendering the Services and shall not use Customer´s Information for the benefit of any Third Parties. Notwithstanding anything above or below, WebCargoNet and its affiliated companies and partners may make use of aggregate, anonymous, statistical data which may be derived from Customer’s Confidential Information combined with other data, in such a way which does not identify Customer.

b. The Supplier shall establish and maintain commercially reasonable safeguards against the unauthorized access, destruction, loss or alteration of Customer Information and will backup all Customer Information.

SECTION 8. LINKS AND THIRD PARTY CONTENT

Certain content, components or features of the Platform and the Software may include materials from third parties and/or hyperlinks to other websites, resources or content and therefore be subject to third parties’ terms and conditions. Because WebCargoNet may have no control over such third party websites and/or contents, Customer acknowledges and agrees that WebCargoNet is not responsible for the availability of such websites or resources, and does not endorse or warrant any accuracy of any such websites or resources, and shall in no way be liable or responsible for any content, advertising, products or materials on or available from such websites or resources. Customer further acknowledges and agrees that WebCargoNet shall not be responsible or liable in any way for any damages that incurs or alleged to be incurred, either directly or indirectly, as a result of its use and/or reliance upon any such third-party contents, advertising, products or materials on or available from such websites or resources.

SECTION 9. CONFIDENTIALITY

In this Agreement “Confidential Information” shall mean any information (including samples, materials, drawings, specifications, photographs, computer code, computer programs, software, data, formulae, processes, know-how, any technical or commercial information), reports, papers, correspondence or documents which is disclosed by or on behalf of one Party to the other, or to any of such other’s employees, officers or servants, in whatever form (including written, oral, visual or electronic), and which is, or which should reasonably be expected to be, f a confidential nature.

The Party receiving or acquiring Confidential Information (“the Receiving Party”) from the other Party (“the Disclosing Party”) undertakes for so long as such Confidential Information remains confidential in character: (i) to keep all such Confidential Information made by or on behalf of the Receiving Party are protected against theft or other unauthorized access; (ii) not to communicate or otherwise make available any such Confidential Information to any third party except with specific prior written consent from the Disclosing Party; (iii) to disclose Confidential Information only to such personnel employed by the Receiving Party who have specific need to receive such Confidential Information for the Purpose, and who are aware and have accepted that the Confidential Information is, and should be treated as, of a confidential nature; and (iv) not to use, or allow to be used, Confidential Information other than solely for or in relation to the Purpose, unless (and then only to the extent to which) any other use shall have been specifically authorized in writing by the Disclosing Party.

The obligations above shall not apply, or shall cease to apply, to such Confidential Information as the Receiving Party can show to the reasonable satisfaction of the Disclosing Party: (i) has become public knowledge other than through any fault of the Receiving Party; (ii) was already known to the Receiving Party prior to disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without recourse to or use of any Confidential Information; (iv) has been received by the Receiving Party from a third party who did not acquire it in confidence from the Disclosing Party, or someone owing a duty of confidence to the Disclosing Party; or the Receiving Party is required to disclose by law or by a requirement of a regulatory body.

The obligations of confidentiality in this Agreement shall apply to all Confidential Information disclosed by the Parties for the Purpose, whether disclosed before or after the date or dates of this Agreement, and shall continue in force notwithstanding termination of this Agreement, or the Parties entering into any subsequent agreement.

SECTION 10. DISCLAIMER OF WARRANTIES.

THE PLATFORM AND DATA ARE PROVIDED “AS IS” WITHOUT ANY ACCURACY OR COMPLETENESS WARRANTY WHATSOEVER.

THE CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT THE DATA MAY CONTAIN INACCURACIES AND IS DYNAMIC AND IN A CONSTANT STATE OF MAINTENANCE, CORRECTION AND UPDATE WHICH WILL RESULT IN CHANGES DURING THE TERMS OF THIS AGREEMENT. WEBCARGONET SHALL OPERATE AND MAINTAIN THE WEBCARGONET PLATFORM, CONTINGENT UPON WEBCARGONET’S NETWORK AND EQUIPMENT CAPACITY, AND CONNECTION AVAILABILITY. THE CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT WEBCARGONET DOES NOT OPERATE OR CONTROL THE INTERNET OR THE WORLD WIDE WEB.

THE CUSTOMER FURTHER ACKNOWLEDGES AND ACCEPTS THAT FROM TIME TO TIME THE WEBCARGONET WEBSITE AND PLATFORM MAY NOT BE ACCESSIBLE DUE TO MAINTENANCE PROVIDED WEBCARGONET INFORMS CUSTOMER IN WRITING AND IN ADVANCE AT LEAST 48 HOURS BEFORE SUCH MAINTENANCE AND THE EXPECTED TERM OF SUCH MAINTENANCE.  

SECTION 11. LIMITATION OF LIABILITY.

CUSTOMER EXPRESSLY AGREES THAT ANY LIABILITY OF ANY MEMBER, OFFICIAL, EMPLOYEE, REPRESENTATIVE OR AGENT OF WEBCARGONET, OR THEIR RESPECTIVE SUCCESSORS, HEIRS, ASSIGNS, WHETHER INDIVIDUALLY OR PERSONALLY OR OTHERWISE, TO THE CUSTOMER, ANY AUTHORIZED USER OR ANY OTHER PERSON OR ENTITY AFFILIATED TO THE CUSTOMER, OR THEIR RESPECTIVE SUCCESSORS, HEIRS OR ASSIGNS, FOR AN  ANY LOSS OR CLAIM, INCLUDING BUT NOT LIMITED TO ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE CUSTOMER’S OR ANY AUTHORIZED USER’S USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM, THE DATA OR ANY COMPONENT THEREOF OR ANY INACCURACY OF THE DATA, SHALL BE LIMITED IN AGGREGATE TO THE FEES PAID TO WEBCARGONET IN THE 12 MONTHS PRIOR TO THE CLAIM.

SECTION 12. INDEMNIFICATION.

Customer agrees to indemnify and hold WebCargoNet and its Commissioners, officers, agents servants and employees and their respective heirs, successors and assigns, harmless from any and all claims, suits, losses, liabilities, costs and expenses, including attorneys’ fees, which arise directly or indirectly out of or in connection with any violation of the provisions of this Agreement. This indemnification obligation won’t apply in case of negligent or intentional behavior of WebCargoNet provided such negligence or intentional behavior of WebCargoNet is at the direct origin of such violation by Customer.

The provisions of this Section shall survive the termination of this Agreement.

SECTION 13. COMPETENT JURISDICTION AND APPLICABLE LEGISLATION.

In the eventuality of any dispute relating to the provision of the services or the terms and conditions of this Agreement the Laws of Spain shall apply and the parties submit to the courts of Barcelona, Spain.

SECTION 14. MISCELLANEOUS.

  1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements only and duly signed between WebCargoNet and Customer and its affiliates, related to the same scope and object of this contract, understandings, negotiations and discussions, whether oral or written, in relation to the matters dealt with herein. There are no representations, warranties, collateral agreements or conditions to this Agreement, except as expressly stated in this Agreement.
  2. The section headings are for reference and information purposes only, and shall not affect in any way the meaning or interpretation of this Agreement. References to singular shall include the plural and to plural shall include the singular. References to a person shall include a corporate or government body. Words such as “including” and similar expressions shall not be read as words of limitation.
  3. In this Agreement, “Working day” means Monday through Friday, excluding Spanish Public and Bank holidays; and “normal working hours” means 9 am to 6 pm Central European Time.
  4. Neither Party shall be liable or deemed in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstances beyond its reasonable control, including acts of God, war, embargoes, fire, flood, accidents, strikes, shortages of transportation facilities, telecommunications facilities or software programs. 
  5. If a court or administrative body finds any term or condition to be invalid or unenforceable hereof, the remaining terms and conditions hereof shall remain in full force to the maximum extent of the law.
  6. WebCargoNet may list Customer’s name and its standard logo in its public customer lists, press releases and the like. Customer may list WebCargoNet’s name and its standard logo in its public supplier/technology lists. Other publicity requires the consent of the other Party.
  7. WebCargoNet may assign this agreement to an affiliate company (parent, subsidiary, successor to substantially all its business or other related company with more than 51% common beneficial ownership).

This agreement may be modified from time to time. Upon the annual renewal of the services pursuant to this Agreement, the newest version available at the time of the invoice for the renewal will govern the commercial relationship between the Parties for each subsequent year.