Samsung SDS Newsletter | Cello Square

Samsung SDS Co., Ltd. (“Company”) may share personal information with third parties overseas and process the information in servers located outside your country of residence.

1. Information transferred
- - Required information: Name, email address, phone number, company name
- - Optional information: user’s department name, user’s position at user’s company
- * The company uses cookies to better serve users
- * The required and optional information above includes revised information as well as information initially collected.
2. Country where personal information is transferred to, when and how information is transferred
- - Country where personal information is transferred to: Australia
- - When and how information is transferred: The information is transferred over the network when the user uses internet-based services provided on the Company’s website.
3. Name of recipient of personal informationn
- - Company: Oracle Corporation Data Center (Australia)
- - Contact : https://www.oracle.com/legal/privacy/services-privacy-policy.html
  Chief Privacy Officer, Oracle Corporation
  10 Van de Graaff Drive
  Burlington, MA 01803
  USA
4. Recipient’s purpose of using personal information
The Company transfers personal information to a third party service provider to perform tasks necessary to provide the following services, and oversees the third party to ensure that its compliance with applicable privacy laws:
- - To respond to and manage inquiries concerning the company, services/products, investment, career opportunities, website management.
- - To provide events and other services, and to carry out email marketing activities
- - To provide feedback on and manage inquiries concerning partner programs
5. Recipient’s period of retention and use of personal information
The Company retains personal information for two years from the date of user's consent to the collection and use of personal information. The Company destroys the information without delay after the retention period expires. However, if there is a legal obligation to retain personal information under applicable laws and regulations, the Company will retain the information for the statutory period under applicable laws and regulations.
6. Right to refuse consent and disadvantages due to refusal
Users have the right to refuse consent to collection of personal information. However, refusal may limit services.

※ For more information regarding the cross-border transfer of personal information, please refer to the Privacy Policy available on the Cellosquare website. (www.cellosquare.com)

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THESE CELLO SQUARE SERVICES TERMS OF USE (“Terms of Use”) GOVERN THE ACQUISITION AND USE OF THE CELLO SQUARE SERVICES.

These Terms of Use (define the rights, obligations, and responsibilities of Samsung SDS America, Inc. (the “Company”) and the Members (defined hereunder) entering into this Agreement by clicking “I Agree” below, in connection with the provision and use of the Cello Square Services (the “Services”) provided by the Company.

The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. Company’s direct competitors are prohibited from accessing the Services, except with Company’s prior written consent.

These Terms of Use are effective as of the date of Member’s acceptance of these Terms of Use by clicking “I Agree” below.

1. DEFINITIONS
1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
2. “Agreement” means these Terms of Use, the Terms of Carriage and Logistics, the Privacy Policy and all documents referenced herein.
3. “Cello Square” means a virtual business place that the Company operates and through which the Company will provide the Cello Square Services (hereafter defined) using information and communication facilities such as computers in accordance with the Terms of Use in order to trade goods or services.
4. “Cello Square Services” or "Services" mean services to be performed by the Company using the Cello Square to receive and process requests from Members to transport and store cargo and to provide customs clearance service pursuant to the terms and conditions of this Agreement.
5. “Content” means information obtained by the Company from publicly available sources or its third-party content providers and made available to Member through the Services.
6. "Member" means a corporate entity that has joined Cello Square as a member.
7. “Member Data” means electronic Member data and personal information submitted by or for Member via the Services, excluding Content.
8. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
9. “Partner Member” means a Member’s trade partner at the Member’s export or import destination.
10. “Relevant Person” means any identifiable individual whose personal information is obtained by Member upon such individual's consent or by giving appropriate notice to such individual as required by applicable laws.
2. EFFECTIVENESS OF TERMS OF USE
1. 2.1 Amendments to Terms of Use. The Company may change, amend, replace, or revise the Terms of Use at its sole discretion at any time to the extent the amended Terms of Use do not breach applicable laws. The amended Terms of Use shall also apply to the Member who has joined Cello Square prior to such amendment. If the Company amends the Terms of Use, it shall specify the effective date, details of the amendment and the reason for the amendment and announce such information at (https://www.cello-square.com/us-en/policy/service-terms-and-conditions.do) and via email to its Members at least 15 days prior to the amendment effective date. Members will also be required to consent to any such amendments upon log-in.
2. 2.2 Member’s Agreement to Amendments. Unless Member provides notice to Company of its disagreement of the amended Terms of Use within the applicable time period in Section 2.1, Member shall be deemed to accept and agree to the amended Terms of Use. If Member notifies Company of its disagreement pursuant to Section 2.2, Member shall not use the Cello Square Service after the amendment effective date and the Company may terminate Member’s contract of the Services.
3. PARTNER MEMBERS
1. 3.1 Membership. To become a Member of Cello Square, applicant corporations must agree to this Agreement and submit the necessary documents and corporate information requested by the Company through the “Sign Up” prompt on Cello Square’s site at (https://www.cello-square.com/us-en/policy/service-terms-and-conditions.do). The Company reserves the right to reject any application in its sole discretion.
2. 3.2 Partner Membership. Partner Members may sign up to gain access to Services by agreeing to this Agreement and submitting necessary documents and corporate information through Cello Square’s site once an already existing Member emails a Partner Member Invitation to their Partner Member.

4. COMPANY RESPONSIBILITIES

4.1 Provision of Services. The Company will make a good faith effort to provide Members with the Services in accordance with this Agreement and the Cello Square Terms of Carriage and Logistics on a continuous and stable basis.
4.2 Protection of Member Data. Company will maintain a written information security program that includes appropriate technical and physical safeguards for protection of the security, confidentiality, and integrity of Member Data and to address the collection, storage, use, handling, and dissemination of sensitive or personal information (the “Information Security Program”) which shall apply to the Services. Member acknowledges and agrees that (a) Company may collect, process, store, and manage the minimum information necessary to perform its contractual obligations, (b) Company may modify the Information Security Program from time to time at Company’s sole discretion and (c) such modifications will supersede prior versions. No modification to the Information Security Program will materially degrade the security of Services from a prior version. The Company or a third party who received Member Data shall destroy such Member Data upon the completion of the purpose of collecting such Member Data.
4.3 Restrictions on Company’s Use of Member Data. Except as otherwise provided for under this Agreement, the Company shall not use Member Data or disclose it to a third party without the consent of the Member subject to the following exceptions:
(a) if the Company obtains prior or subsequent consent from a Member for allowing the Company to disclose Member Data to third parties for the purpose of providing the Services;
(b) if the Company provides the Member Data in a form that cannot identify a particular individual or entity for the purpose of statistics preparation, academic research, or market research;
(c) if it is necessary for settlement payments due to transactions of goods;
(d) if it is necessary for identification to prevent identity theft; or
(e) if it is unavoidable to disclose such information under applicable statutory provisions or law.
4.4 Member’s Access to Member Data. A Member may request access to their Member Data and correct errors at any time, and the Company shall take necessary measures to cooperate with such request. If a Member requests correction of an error, the Company will use commercially reasonable efforts not use the Member Data until the error is corrected.

5. MEMBER RESPONSIBILITIES
1. 5.1 Member Responsibilities. Member will (a) be responsible for its Partner Member’s compliance with this Agreement and the Cello Square Terms of Carriage and Logistics; (b) be responsible for the accuracy, quality and legality of Member Data, the means by which Member acquired Member Data, Member’s use of Member Data with the Services, and the interoperation of any third party applications (“Non-Company Applications”) with which Member uses Services or Content; (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Company promptly of any such unauthorized access or use; (d) use Services and Content only in accordance with this Agreement, the Cello Square Terms of Carriage and Logistics and applicable laws and government regulations; and (e) comply with terms of service of any Non-Company Applications with which Member uses Services or Content. Member shall verify details and conditions for the Services prior to agreeing to the Terms of Use and the Member shall bear any and all losses incurred in conducting the transaction without checking the transaction details and terms of this Agreement. Any use of the Services in breach of the foregoing by Member or Partner Member that in Company’s judgment threatens the security, integrity or availability of the Services, may result in Company’s immediate suspension of the Services, however Company will use commercially reasonable efforts under the circumstances to provide Member with notice and an opportunity to remedy such violation or threat prior to any such suspension.
2. 5.2 Usage Restrictions. Member will not (a) make any Services or Content available to anyone other than Member or Partner Member, as applicable, or use any Services or Content for the benefit of anyone other than Member or its Affiliates; (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or Content, or include any Services or Content in a service bureau or outsourcing offering; (c) use the Services or Non-Company Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use the Services or Non-Company Application to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of any Services or third-party data contained therein; (f) attempt to gain unauthorized access to any Services or Content or related systems or networks; (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of Company intellectual property except as permitted under this Agreement; (h) modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof; (i) copy Content except as permitted herein; (j) frame or mirror any part of any Services or Content, other than framing on Member's own intranets or otherwise for its own internal business purposes; (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Services, (3) copy any ideas, features, functions or graphics of the Services, or (4) determine whether the Services are within the scope of any patent.
3. 5.3 Removal of Content and Non-Company Applications. If Member receives notice that Content or a Non-Company Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or any acceptable use and/or external-facing services policies, Member will promptly do so. If Member does not take required action in accordance with the above, or if in Company’s judgment continued violation is likely to reoccur, Company may disable the applicable Content, Services and/or Non-Company Application. If requested by Company, Member shall confirm such deletion and discontinuance of use in writing and Company shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if Company is required by any third party rights holder to remove Content, or receives information that Content provided to Member may violate applicable law or third-party rights, Company may discontinue Member’s access to Content through the Services.
4. 5.4 Member’s Personal Information. With regard to any personal information Member provides to the Company under this Agreement, Member shall (a) provide any required notices to and obtain any consents and/or authorizations from Relevant Person related to its use of Services and the Company’s processing of such personal information; and (b) comply with all applicable laws for collecting, processing, and transferring such personal information to SDS, if any. Any personal information provided by Member to the Company shall be handled and processed in accordance with Company’s Privacy Policy available at https://www.cello-square.com/us-en/policy/site-privacy_policy.do.

6. SUSPENSION AND REJECTION OF SERVICES

6.1 Suspension. The Company may temporarily or permanently suspend the provision of Services to a Member in case of maintenance, inspection, replacement, or breakdown of information and communication facilities such as computers, or interruption of communication or any other similar events, including, but not limited to:
(a) abnormal excessive traffic occurs in connection with a system operated by a Member using the Services, which affects Company’s network;
(b) a Member is deemed to be a risk to the Company’s provision of Services due to Member’s failure to properly update security;
(c) a national emergency, facility defects, or rapid increase of use of Services that creates a risk of disruption of Services;
(d) natural disasters creating a risk of Company providing stable Services;
(e) applicable telecommunications service provider discontinues its telecommunications service;
(f) a Member uses the Services for a purpose contrary to this Agreement or national interest or public interest;
(g) a Member’s use of Services is in breach of this Agreement, applicable laws and regulations, or violates public ethics or order;
(h) a Member’s use of Services damages the reputation of third parties or causes disadvantages to third parties;
(i) a Member’s server is infected, hacked, or suspected of being subject to any virus attack;
(j) the Company has a legal basis for suspending the Member’s use of the Services; or
(k) a government authority requests or orders Company to suspend the provision of Services.
6.2 Company’s Responsibilities in the Event of Suspension. The Company shall not be liable to any Member or third party for any damaged caused by suspension of Services described in Section 6.1. The Company shall provide a Member notice of suspension in accordance with the notice requirements of this Agreement.
6.3 Company’s Rejection of Services. The Company may reject the provision of Services to a Member when the Company considers that the following circumstance arises or could arise if:
(a) any information or request provided by a Member is false or contains an omission or type;
(b) rejection is deemed necessary in order to comply with applicable law, government regulation, order, or direction including, but not limited to U.S. Export Administration Regulations (EAR), the U.S. International Traffic in Arms Regulations (ITAR); or other U.S. sanctions or prohibitions on the export, re-export, or transfer of the Services;
(c) the Company determines that performance of the Services for Member may jeopardize or have a considerable adverse effect on safety of other cargos, persons or properties;
(d) the Company determines that it is inappropriate or infeasible to carry out the Services by reason of weight, size, nature, or any other condition of the cargo; or
(e) the following cargoes are the subject matter of the Services:

(i) corpses or cremated human remains or ashes;
(ii) bank notes, cheques, or any other negotiable instrument;
(iii) animal products (including ivory, shark fins, and animal corpses captured or hunted)
(iv) firearms/explosives (including gun parts such as telescopes for guns, gun barrels, and firing mechanisms)
(v) counterfeit items or objects;
(vi) narcotics or illegal substances/drugs;
(vii) hazardous waste;
(viii) live animals;
(ix) gold bullion or jewelry;
(x) processed precious stone;
(xi) illicit tobacco or other goods prohibited by law;
(xii) military supplies (items classified as secret by government);
(xiii) personal chattel (personal belongings) and inventories, commercial product for personal use, donated items (non-commercial);
(xiv) plants (including seeds, soil, moss, but only if transport of them is prohibited by the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”);
(xv) unauthorized sources of food (including frozen meat, chicken and duck being packaged improperly and any end product of frozen food being packaged properly);
(xvi) laboratory sample/kit containing unidentified constituent;
(xvii) fragile items during transportation, perishable goods, and goods packaged improperly;
(xviii) items prohibited under the law, regulation or order of the government of the country of loading, transit, or destination;
(xix) dangerous items;
(xx) items prohibited to be carried by air or by sea, domestically or internationally; or
(xxi) any other items which the Company considers inappropriate to provide the Services to by reason of false entries in the relevant transportation documents or insufficiency of packing.

7. CELLO SQUARE TERMS OF CARRIAGE AND LOGISTICS
1. 7.1 Access to Terms of Carriage and Logistics. The Cello Square Terms of Carriage and Logistics set forth on https://www.cello-square.com/us-en/policy/service-terms-and-conditions.do (“Terms of Carriage and Logistics”) shall be deemed to be incorporated herein by reference, and a Member shall be deemed to accept and agree to the Terms of Carriage and Logistics if the Member agrees to these Terms of Use.
2. 7.2 Booking Request. For the purposes of using the Services, a Member shall obtain valid quotation from the Company and apply for a booking request for the shipment (“Booking Request”). If the Booking Request is accepted by the Company, the Services will be provided and the Cello Square Terms of Carriage and Logistics shall apply as set forth on https://www.cello-square.com/us-en/policy/service-terms-and-conditions.do.
3. 7.3 Carriage and Logistics Services. Any Services in relation to carriage and logistics shall be provided pursuant to the Cello Square Terms of Carriage and Logistics. In such an event if there is a conflict between the Terms of Use and the Cello Square Terms of Carriage and Logistics, the Cello Square Terms of Carriage and Logistics will prevail over the Terms of Use with respect to such specific Services. Notwithstanding the foregoing, any matter which is not expressly provided in the Cello Square Terms of Carriage and Logistics shall be governed by the Terms of Use.
4. 7.4 Carrier Sub-Contractor. Company may sub-contract an Actual Carrier in connection with the provision of the Services, subject to such Actual Carrier’s compliance with these Terms of Use. The “Actual Carrier” means a company, a legal entity and/or its sub-sub-contractor, who carries out transportation, storage and customs agency services, regardless of whether it has contractual relationship with the Company, being inclusive of airlines, ocean carriers, stevedores, airports or dock workers, terminal operators, warehousemen, truckers, railway companies, and their agents or customs clearance agents. Company shall be responsible for Actual Carrier’s compliance with these Terms of Use.
5. 7.5 Prohibited Cargo. Member shall not apply for a Booking Request of dangerous and/or prohibited cargo (“Prohibited Cargo”). Member acknowledges and agrees that any attempt to placing a Booking Request of Prohibited Cargo is a material breach of this Agreement. Prohibited Cargo means the following classes:
  (a) Classes 1.1, 1.2, 1.3 and 1.5;
  (b) Classes 2.2 (UN 2455) and 2.3,
  (c) Class 6.2; and
  (d) Class 7.
8. NON-COMPANY PRODUCTS AND SERVICES
1. 8.1 Non-Company Products and Services. Company or third parties may make available third-party products or services, including, for example, Non-Company Applications and implementation and other consulting services. Any acquisition by Member of such products or services, and any exchange of data between Member and any Non-Company provider, product or service is solely between Member and the applicable Non-Company provider. Company does not warrant or support Non-Company Applications or other Non-Company products or services, whether or not they are designated by Company as “certified” or otherwise, unless expressly provided otherwise in an Order Form. Company is not responsible for any disclosure, modification or deletion of Member Data resulting from access by such Non-Company Application or its provider.
2. 8.2 Integration with Non-Company Applications. The Services may contain features designed to interoperate with Non-Company Applications. Company cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Member to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Company Application ceases to make the Non-Company Application available for interoperation with the corresponding Service features in a manner acceptable to Company.
9. FEES AND PAYMENT
1. 9.1 Fees. The Company may determine, in its sole discretion, the payment options available to Members based on credit rating results evaluated according to information provided by Members through the membership application. The payment options are: (i) Prepayment Option; or (ii) Deferred Payment Option. The Company, in its sole discretion, may change the payment options available to a Member from time to time. The Member shall choose the payment option (or one of the payment options) offered by the Company. Member shall pay the applicable fees for Services to the Company in accordance with the applicable payment option selected and via the payment method selected (“Services Payment”) in addition to any service fees or surcharges applicable to any such payment method, subject to applicable state law. In the event Member makes a Services Payment in foreign currency, the exchange rate applied at the time of such Services Payment is the exchange rate on the day of the Services Payment (KEB Hana Bank’s first announced exchange rate of T/T Basic rate(Average of selling and buying rate)), and the exchange rate according to the Terms of Use shall be applied when the final amount is settled after the Services are completed.
2. 9.2 Prepayment Option. A Member subject to the Prepayment Option shall make advance payment for Services determined by the Company by transferring the payment to the Company’s designated account. In the event of using the freight weight notified in foreign currency, the exchange rate applied at the time of the advance payment is the exchange rate on the day of the advance payment (KEB Hana Bank’s first announced exchange rate of T/T Basic rate(Average of selling and buying rate)), and the exchange rate according to the Terms of Use shall be applied when the final amount is settled after the Services are completed. Under the Prepayment Option, the Services will not be completed if the advance payment is not paid and the Member will bear all costs associated with such delay until the Services are completed or terminated.
3. 9.3 Deferred Payment Option and Invoicing. A Member subject to the Deferred Payment Option shall be issued an invoice on a case-by-case basis, or regular basis (fortnightly or monthly) according to the characteristics of the Services and as determined by the Company. On a monthly basis, the Company calculates the Services Payment for the period from the 26th of the previous month to the 25th of the issuing month and issues an invoice up to five business days after the closing. The Services Payment shall be transferred into the Company’s account within 30 days of the issuance of the Company’s invoice, and the Services Payment is automatically confirmed if the Member does not raise any objection within 5 business days following the issuance of the Company’s invoice.
4. 9.4 Failure to Make Services Payment. Failure to make Services Payment may result in automatic suspension of Services and the Company may condition future Services on payment terms short than those previously determined by Company.
5. 9.5 Overdue Charges. If any invoiced amount is not received by Company by the due date, then without limiting Company’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month or per the applicable timeframe as determined by Company, or the maximum rate permitted by law, whichever is lower.
6. 9.6 Payment Guarantees. The Company may request member to provide guarantees from any applicable bank, insurance company, or surety insurance company to designate the Company as beneficiary in order to secure the applicable Services Payment and the Member shall cooperate with such request and provide the Company with such guarantees (“Payment Guarantees”). If the amount of Payment Guarantees is determined to be insufficient by the Company, the Company may request additional Payment Guarantees and Member shall provide such additional Payment Guarantees. In the event a Member fails to provide Payment Guarantees or additional Payment Guarantees pursuant to this Section, the Company may immediately terminate any applicable Services and shall not bear any responsibility or liability arising from such termination of Services.
7. 9.7 Additional Expenses. Member is liable and responsible for any additional expenses incurred other than the Service Payments (“Additional Expenses”) and the Company shall bear no liability or responsibility to pay such Additional Expenses. Additional Expenses means any costs imposed by a third party other than air and shipping charges. In the event of using freight rates notified in foreign currency, the exchange rate standard applies is as follows: (i) applied exchange rate (KEB Hana Bank’s first announced exchange rate of T/T Basic rate(Average of selling and buying rate)); (ii) forwarding settlement application time (Export: ATD, Import: ATA); express settlement application time (Invoice issued on the 25th of a month).
10. LIMITATION OF LIABILITY; INDEMNIFICATION
1. 10.1 Scope of Liability. Except as otherwise provided for under Section 10, the Company shall be liable for damages to a Member if any loss suffered by that Member is attributable to the Company. The Member shall be liable for damages to the Company if any loss suffered by the Company is attributable to that Member. Notwithstanding anything to the contrary herein, the Company shall not be liable for damages arising from any of the following circumstances:
  (a) Force Majeure (hereafter defined);
  (b) the Services which have not been provided by the Company;
  (c) any act or omission by a Member, or consignor, consignee and the owner of cargo or its agent or representative;
  (d) war, riot or civil war, terror, piracy or other similar acts;
  (e) judicial seizure, quarantine restrictions or other restrictions by government authorities;
  (f) strike/sabotage, or other labor disturbance or lock out;
  (g) particular nature or latent defect of the applicable cargo;
  (h) outbreaks of infectious diseases, rapid changes in economic conditions;
  (i) natural disasters including, but not limited to, earthquakes, tsunamis, floods, typhoons, and extreme weather;
  (j) suspension of Services after prior notice due to unavoidable circumstance except where the Services are suspended due to the willful misconduct or gross negligence of the Company;
  (k) the Company has discontinued the Services for the purpose of performing a regular inspection which is notified or announced in accordance with the terms of this Agreement;
  (l) an infringement or breach due to a Member's negligence in managing system security;
  (m) interruption of Services due to national emergency, national network failure, or corresponding Force Majeure;
  (n) the Services are interrupted to prevent the spread of damage to Member's system using the Services;
  (o) any Service failure occurs due to illegal infringement or conduct from a third party even though the Company has taken protective measures under relevant laws and regulations;
  (p) any Service was provided free of charge to the Member;
  (q) damage incurred in connection with refuse-of-service cargo; or
  (r) other reasons beyond the control of the Company.
2. 10.2 Limitation of Company’s Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY THE COMPANY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE LIABILITY OBLIGATIONS SET FORTH IN THE TERMS OF CARRIAGE AND LOGISTICS.
3. 10.3 Exclusion of Consequential and Related Damages. EXCLUDING CLAIMS COVERED BY MEMBER’S INDEMNIFICATION OBLIGATIONS, MEMBER’S BREACH OF SECTION 5, OR MEMBERS FAILURE TO COMPLY WITH APPLICABLE LAWS, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
4. 10.4 Indemnification. Member shall indemnify and hold Company harmless for any third party claims due to Member’s negligence, willful misconduct, failure to comply with applicable laws or regulations, or infringement or breach due to Member’s negligence in managing system security.
11. MEMBERSHIP WITHDRAWAL, DISQUALIFICATION, TERM AND TERMINATION
1. 11.1 Term of Agreement. This Agreement commences on the date Member first accepts it and continues until this Agreement has been terminated or the Member requests a Membership Withdrawal.
2. 11.2 Term of Purchased Subscriptions. The term of each membership shall be as specified in the applicable Member application. Except as otherwise specified in a Member application, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Member application, renewal of promotional or one-time priced subscriptions will be at Company’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
3. 11.3 Membership Withdrawal. A Member may request withdrawal from membership in Cello Square (“Membership Withdrawal”) at any time and the Company may process the withdrawal. In the event of a Membership Withdrawal, the Agreement will terminate and the Company will restrict Member’s account and disqualify the Member from Services.
4. 11.4 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
5. 11.5 Effect of Membership Withdrawal and Termination. Upon and Membership Withdrawal or termination of this Agreement, (i) all Fees attributable to Services provided prior to the date of such expiration or termination shall remain due and payable within 10 business days from the date the Member receives the bill from the Company, (ii) the Company may terminate any remaining Services in progress and Member shall bear any damage or detriment arising out of such termination of any remaining Services, and (iii) the Company may retrieve and Member agrees to provide any benefits Company award to the Member throughout the course of the applicable membership.
6. 11.6 Membership Suspension. The Company may suspend membership of a member (“Membership Suspension”) and the Company may return any applicable cargo at the Member’s own costs and risk if one of the following circumstances arises:
  (a) any falsification in the membership application form is identified;
  (b) a Member fails to perform any of its contractual obligations and responsibilities under this Agreement or the Cello Square Terms of Carriage and Logistics;
  (c) Member violates or breaches any terms of this Agreement or the Cello Square Terms of Carriage and Logistics, applicable laws, government regulations, requests, or orders;
  (d) Member uses Services to engage in any illegal or prohibited activity under applicable law and the Terms of Use or is contrary to public order and customs;
  (e) infringing any copyright or other legal rights of the Company, of another Member, or of any other third party;
  (f) the Services are planned or executed by Member for the purpose of hindering the national interest or social public interest;
  (g) distributing any Malicious Code that causes malfunction of any Company property, communication facilities or destruction of information; or
  (h) copying, distributing, or using commercially, without prior consent of the Company, any information obtained through the use of Services.
7. 11.7 Surviving Provisions. Sections 1, 2, 5, 9, 10, 11, 12, and 13 will survive any termination of this Agreement.

12. ATTRIBUTION AND RESTRICTION OF INTELLECTUAL PROPERTY RIGHTS

12.1 Attribution to Company. The Company shall reserve all intellectual property rights for works produced by the Company.
12.2 Restriction to Member. A Member shall not use the information obtained by using the Services for profit or use it to third parties without the Company’s prior consent by way of copying, transmitting, publishing, distributing, broadcasting, or otherwise, and shall pay damages if the Company suffers loss caused by the foregoing.

13. GENERAL PROVISIONS
1. 13.1 Force Majeure. Except as otherwise provided under this Agreement, to the extent a party is prevented or delayed in performance of its obligations hereunder as a result of war, riot, fires, floods, epidemics, government action, new or amended laws or regulations, or failure of public utilities or public transportation systems, or other similar cause beyond the reasonable control of such party, such failure or delay will not be deemed to constitute a material breach of this Agreement so long as the party seeking relief promptly notifies the other party upon becoming aware of such cause and uses commercially reasonable efforts to perform its obligations hereunder notwithstanding such cause, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such non-performing party is prevented or delayed from performing for more than thirty (30) days, the other party may terminate this Agreement upon fifteen (15) days’ written notice or if such other party is the Member, the Member may request a Membership Withdrawal pursuant to Section 11.
2. 13.2 Sanctions and Export Compliance. The Services, Content, other Company technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Company and Member each represents that it is not named on any U.S. government denied-party list, nor owned 50% or more in the aggregate by any sanctioned or restricted party. Member will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
  (a) Member will not sell, export, re-export, divert or otherwise transfer any products, technology, or software received from Company:
  
  (i) for use in the following activities without prior authorization by the controlling U.S. federal agency(ies) and notification of the Company: weapons of mass destruction; rocket systems; space launch vehicles; unmanned air vehicles; target or reconnaissance drones; missiles; nuclear/radioactive, chemical, biological weapons; military end users or end uses in China, Russia, or Venezuela; nuclear propulsion; vessels or aircraft; the nuclear fuel cycle; nor use such products, technology, or software in any facilities which are engaged in activities relating to such end-uses or end-users.
  (ii) to any User or any other party in a country or territory subject to comprehensive United States sanctions; or
  (iii) to a prohibited or otherwise restricted individual or entity, including (i) individuals or entities for which a U.S. export license is required but has not been obtained, or a U.S. export license exemption or exception is not available; (ii) individuals or entities prohibited by a U.S. Denial Order or other U.S. government-issued sanction or restriction; or (iii) individuals who are citizens, nationals, or permanent residents of, or entities in, a destination embargoed or sanctioned by the U.S. Government.
  
  (b) Neither Company nor Member has been convicted of violating any criminal statute, been debarred, subject to an indictment, or otherwise charged with violating criminal statutes, or declared ineligible to contract with or to receive a license or other form of authorization or approval from any agency of the United States government, or subject to a policy of denial, suspension or revocation.
  (c) Neither Company nor Member has ever knowingly transferred, exported, or re-exported, directly or indirectly, any items to any individual or entity subject to U.S. sanctions or to any country subject to U.S. sanctions or that required a specific authorization without first obtaining such authorization.
3. 13.3 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
4. 13.4 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Company and Member regarding Member’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. The parties agree that, except as otherwise specifically set forth herein, any term or condition stated in a Member application or in any other membership documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, (2) applicable membership documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
5. 13.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
6. 13.6 Third-Party Beneficiaries. There are no third party beneficiaries under this Agreement.
7. 13.7 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
8. 13.8 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
9. 13.9 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if Member is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of Company, Company may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10. 13.10 Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the state of California without giving effect to any choice or conflict of law provision or rule (whether of the state of California or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the state of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the U.S. District Court for the Southern District of California in each case located in Los Angeles, California, and each party irrevocably submits to the exclusive jurisdiction of such court in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice, or other document by mail to such party’s address shall be effective service of process for any suit, action, or other proceeding brought in any such court.
11. 13.11 Notices. Except as otherwise stated in this Agreement, all notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. The Company may notify a Member via email addressed the email address designated by the Member or the Company will be deemed to have given notice by posting such notification on the website of Cello Square for at least 7 days. Notwithstanding the foregoing, the Company will provide notice to a Member by email if the Company determines that the contents of the notice have a significant impact on transactions with that Member.
12. 13.12 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
13. 13.13 Authority to enter into Agreement. Member hereby represents that the individual agreeing to these Terms of Use by clicking “I AGREE” below is authorized to enter into this Agreement on Member’s behalf.

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1. DEFINITIONS

2. EFFECTIVENESS OF TERMS OF USE

3. PARTNER MEMBERS

4. COMPANY RESPONSIBILITIES

5. MEMBER RESPONSIBILITIES

6. SUSPENSION AND REJECTION OF SERVICES

7. CELLO SQUARE TERMS OF CARRIAGE AND LOGISTICS

8. NON-COMPANY PRODUCTS AND SERVICES

9. FEES AND PAYMENT

10. LIMITATION OF LIABILITY; INDEMNIFICATION

11. MEMBERSHIP WITHDRAWAL, DISQUALIFICATION, TERM AND TERMINATION

12. ATTRIBUTION AND RESTRICTION OF INTELLECTUAL PROPERTY RIGHTS

13. GENERAL PROVISIONS