GENERAL TERMS

Definitions 

In this Agreement, unless the context otherwise requires, capitalized terms have the meaning given to them in this Agreement, and:

Bill of Lading is the reference to the official shipping document, sometimes completed by the Client or in some cases by a carrier, SEKO, or other authorized person or entity, accepting a shipment, authorizing SEKO to carry such shipment to said destination, and containing pertinent information about such shipment such as piece count, weight, quantity, and the like; The Bill of Lading may include, but not be limited to, shipping documents directly referred to and titled as a Bill of Lading, and also other shipping documents commonly used in the industry such as Shippers Letter of Instruction, Air Waybill, Parcel Label, etc., which duly authorize SEKO to accept such shipment.

Confidential Information includes information free from any obligation of confidentiality and not already in the public domain (other than through a breach of an obligation of confidentiality by any person) which:

is disclosed to a party in connection with this Agreement at any time;

is prepared or produced under or in connection with this Agreement at any time; 

relates to a party’s business, assets or affairs; or 

relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever a party receives that information. Except as authorized by the other Party, no Party shall use, attempt to use or reveal to any person, corporation or entity other than a party’s attorneys, accountants and immediate family, any trade or business secrets, confidential information or confidential operations or processes or any other information concerning the organization, business, finances, transactions or affairs of the other party or any subsidiary or affiliate of the other party, which may come to such party’s knowledge as a result of this Agreement other than information which:  (a) is known to the other party at the time of disclosure; (b) is or becomes publicly known through no wrongful act of the other party or its agents; and/or (c) has been rightfully received by a party from a third party who is authorized to make such disclosure .

Force Majeure Event means any cause, event or circumstance which is beyond the reasonable control of the Party affected, including (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination; (v) any law or any action taking by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent; (vi) collapse of buildings, fire, explosion; (vi) any labor or trade dispute, strikes, industrial action or lockouts; and/or (vii) interruption or failure of utility service.

Implementation Costs means the costs incurred by SEKO in setting up the Client and preparing for and implementing the Services for the Client including but not limited to any software development or integration costs that were not charged or invoiced to the Client previously.

Liability means any expense, fine, penalty, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.

As used in this Agreement, unless otherwise specified or the context otherwise requires the masculine includes the feminine and the neutral and the singular includes the plural and vice versa. Section headings used in this Agreement have no legal significance and are used solely for convenience of reference. References to Clauses and schedules are references to the clauses of and schedules to this Agreement. References to persons are to individuals, bodies corporate, firms, other unincorporated associations and governmental or supra-national authorities. A reference to any statute, enactment, ordinance, order, regulation, or other similar instrument shall be construed as a reference to the statute, enactment, ordinance, order, regulation or other instrument as amended by any subsequent statute, enactment, ordinance, order, regulation or instrument or as contained in any subsequent re-enactment thereof. Any words following the terms including, include, in particular, for example, or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

Arrangement

This Agreement takes effect on Effective Date and will continue for the Term.  

The parties acknowledge and agree that the Price is based on the forecasted volumes submitted by the Client and detailed in a schedule. Any reduction in forecasted parcel volumes of 5% or more may affect the Price and SEKO shall be entitled to increase the Price on not less than 30 days notification to the Client. 

The parties agree that this Agreement constitutes a standing offer under which the Client may issue orders in the form stipulated by SEKO to the Client in a form; containing details; and using methods of communication approved by SEKO which may be via a designated API/ASN link to SEKO for the provision of Services during the Term (“Order”). 

SEKO will only be bound to comply with an Order after it has issued the Client a written acceptance of that Order such acceptance to be confirmed in writing or within an API/ASN link between SEKO and the Client. SEKO has no obligation to provide any Services, unless we have received a written accepted Order. Furthermore, the parties agree that each Order is subject to the terms and conditions as noted within this Agreement. To the extent of any discrepancy, this Agreement will prevail. 

The Client agrees to comply with the terms and conditions of any carriers or agents appointed by SEKO, associated with your complete shipping solution.

The Client agrees that the Price has been determined based on the anticipated volume of Services referred to in, or contemplated within a schedule.  If the actual volume of Services, at any time during the Term, is inconsistent with the anticipated volume, SEKO has the right to adjust the Price to account for the actual volume of Services the subject of the Orders.

Where volumes decrease to a level below the minimum pick up volumes listed in this Agreement, an additional pick-up fee will be applied. Additionally, if delivery dispersions are inconsistent with the dispersions shown in the data (provided by the Client) and used by SEKO in the calculation of the Price, SEKO reserves the right to amend pricing accordingly. Weekend & public holiday pick-ups may be provided by SEKO upon request. A weekend pick-up will incur additional fees.

Due to demand in the industry, SEKO carriers are effectively enacting a peak season surcharge which will be recognized in your Price therefore such third-party fees associated with the surcharges will be the responsibility of the Client during such periods designated a peak season and passed on by SEKO to the Client at cost with no mark-up. SEKO is not responsible for assuming any additional surcharges that may be recognized due to industry demand and carrier surcharges that are passed through however will maintain best efforts in providing notice to the Client of the additional fees associated.

Where a Client falls below the Minimum Volumes in any month during the Term, SEKO shall bill the Client and the Client shall pay an amount equal to the Price for that month as if the Minimum Volumes were met.

Our obligations

In consideration of the Client paying SEKO the Price, SEKO will provide the Services in accordance with this Agreement, whether ourselves or through our employees, consultants, suppliers, subcontractors or agents (“Personnel”) 

If this Agreement expresses a time within which the Services are to be provided, the Client acknowledges and agree that any such time is an estimate only and creates no obligation on us to provide the Services by that time.

Once an Order has been accepted by us under Clause 2, the Client may not vary the terms of the Order unless: 

we have confirmed our acceptance of the variation in writing, including any required variation to the Price  (“Price Variation”); and 

the Price have been adjusted to reflect the Price Variation.

If there is a problem with the Services which is caused by a breach of this Agreement by SEKO (“Omission”), and the Client has notified SEKO of the Omission within 24 hours after completion of the Services or relevant portion thereof, then, to the maximum extent permitted by law, our Liability arising from, or in connection with, the Omission will be limited to SEKO remedying the Omission, or, at SEKO’s absolute discretion, refunding the Client that portion of the Price paid by the Client with respect to the Omission. 

If applicable, SEKO provides, at the destination, customs clearance (using SEKO’s IOR) services, including formal entry on air/ocean freight; Sec 321 clearance at CFS and ECCF, and Type 86 clearance at CFS on air freight; and Type 86 clearance on ocean freight.

Client Obligations

The Client must comply with this Agreement and all SEKO’s reasonable requests or requirements.

The Client must obtain, and provide to SEKO all things reasonably necessary to enable SEKO to provide the Services and, in any event, must: 

ensure the Client has all rights in, and that the Client provides SEKO with all information and documentation relating to, the goods being handled by SEKO or SEKO Personnel to enable SEKO to provide the Services;

ensure that all goods being handled by SEKO or SEKO Personnel are ready for pickup so there is no delay in providing the Services; 

immediately notify SEKO if the Client considers that the goods being handled by SEKO or SEKO Personnel are, or may be, Dangerous Goods. Any failure to provide this notification may result in additional charges and liability;

notify SEKO within a 7-day period of any discrepancy with regard to invoice pricing, weights or volumes of manifested freight;

notify SEKO in advance of any planned sales or events that may lead to possible higher volumes of freight. Failure to provide such notification may result in additional third-party charges and any agreed KPI’s will be deemed to not apply; and

attend and adhere to general customs requirements together with any specific customs requirements as notified to them in relation to a particular parcel in a timely fashion. If items are not cleared within one (1) month due to requests not being attended to by the Client, items will be re-exported to the Client or destroyed (the cheaper option) and all associated charges will be passed onto the Client at third party cost with no mark-up;

You warrant that each package and shipment is properly classified and completely described on the Bill of Lading or other relevant shipping documentation furnished by you, that each package and shipment is properly marked and addressed, is packaged properly and adequately to protect the contents in the normal course of transportation for each surface and air transport, and except as otherwise noted on the Bill of Lading, or other documentation, is in good order and condition.  

You warrant you have complied with all applicable laws, rules and regulations including, but not limited to, customs laws, import and export laws.  You shall furnish such information and attach to the Bill of Lading, or other documents, such documents as are necessary to comply with all laws, rules and regulations. 

The Client must pay SEKO the Price and third-party costs incurred by SEKO in the provision of the Services, and any other amounts payable to us under this Agreement, in accordance with the Payment Terms.  If any payments have not been made in accordance with the Payment Terms, we may (at our sole discretion) immediately cease providing the Services and charge the Client interest at a rate equal to 18% per annum, or the maximum allowable rate by law. The Client agrees that if debt collection services are required, these costs (including legal fees) will be applied above your outstanding debt. 

The Client is responsible for providing us with accurate weights and dimensions of parcels, including the metric measurement packaging. Our measurements will prevail in the event of a discrepancy between Clients' supplied weights and dimensions and our measured weights and dimensions. SEKO has the right to invoice the Client for any additional charges.

SEKO reserves the right not to release the inventory or goods until all amounts due and owing to SEKO have been remitted in full. The Client must, in the case of a Service or signature being called, by API, data transfer or otherwise, pay for the Price of that Service (including duties and taxes by calling a DDP service) or signature at the listed Price unless otherwise stated within this Agreement. 

The Client will be liable and will reimburse SEKO for any postal items delivered to SEKO (or representative thereof) on behalf of the Client on unpaid ‘Receiver Pays’ terms.

SEKO strongly recommends fragile items to be packaged in unmarked/unbranded and sealed cardboard with a minimum thickness of 3 mm and additional packaging measures be taken for items that can be considered as “fragile”. For any lost, missing or stolen items that are packaged in any manner that suggests a High Item Value Content, SEKO will not be liable. High Item Value Content/High Value Items are as defined by applicable customs/import bodies in the destination territory and are destination dependent/vary by destination, e.g. AU is over AUD1,000, US is over USD800, other countries have no de minimis value. A full list can be provided by SEKO upon request.

You agree to maintain commercial general liability insurance in an amount not less than $1,000,000 per occurrence and $5,000,000 in aggregate and any other insurance and in such amounts as may be requested by SEKO or required under any applicable laws; and

You warrant that your insurers or any other third party having an interest in any shipment will have waived any rights, remedies or relief to which they might become entitled (by subrogation or otherwise) against SEKO.

For purposes of Type 86 Section 321, Client shall not render service to any of the articles prohibited pursuant to the terms of this Agreement as noted below as well as standards regulated by Chinese and US Customs:

any freight/parcel with an actual value of more than $800; 

any articles on the Prohibited Items list supplied by SEKO to Client;

any articles that are prohibited by applicable law or regulation of any federal, state, provincial, or local government in the United States, including the products which are counterfeit or infringe upon the intellectual property rights of any their party; and 

any articles that consider as dangerous goods in air or ground transportations, such as but not limited to lithium batteries of any amount.

For the purposes of enrolling Service Provider’s services and register for a Service Provider’s account, Client agrees to provide the following documents to Service Provider:

Client’s legal representative’s legal name, real current physical address, true phone number, US FEIN and or D&B # if applicable, and valid e-mail address;

a copy of Client’s valid business license;

a copy of Client’s credit application or similar documentation; and

any other documents required by Service Provider, with a signature of Client’s legal representative on each document if requested.

Intellectual property / Trademarks / Confidentiality

The Client shall not use SEKO name, logo, trademarks, or trade names in publicity releases, promotional material, customer lists, advertising, marketing, or business‑generating efforts, whether written or oral, without obtaining SEKO prior written consent, which consent shall be given at SEKO sole discretion.  It is agreed that if permission is granted by SEKO in writing, SEKO logo shall be substantially the same size as other shippers.

As between the parties, all intellectual property rights (including copyright) developed, adapted, modified or created by SEKO or SEKO Personnel (including in connection with this Agreement or the provision of the Services) will at all times vest, or remain vested, in SEKO.

On the Effective Date, the Client grants SEKO a perpetual, royalty-free, worldwide, unconditional, transferable and irrevocable license to use, develop, adapt and modify (Use) all intellectual property rights (including copyright) in any materials that the Client provides to SEKO in connection with this Agreement and the Client will ensure that any such use does not infringe any intellectual property rights of any person.   

Subject to the Confidentiality clause, SEKO may use the Client’s names, trademarks or service marks or refer to the Client (directly or indirectly) in a media release, public announcement or public disclosure relating to this Agreement or its subject matter. 

SEKO hereby grants a limited, non-exclusive, non-transferable, revocable license to the Client to use the SEKO OmniParcel software for the Term of this Agreement subject to the terms of use set out at clause 5(d) below.

The Client agrees that in relation to the SEKO software it will:

only use such software in order to arrange shipments, track and obtain information about shipments during transit and for a reasonable period of time after delivery has been made, and for no other purpose;

not copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the software in whole or in part (whether by reverse engineering, decompilation or disassembly); and

not sub-license, assign or novate the benefit or burden of the license granted pursuant to clause 5(c).

Liability, Limitations

Despite anything to the contrary, to the maximum extent permitted by law:

the Client warrants that the Client has not relied upon any warranty, representation, statement, offer, or documentation made or provided by or on behalf of us, whether before or after the Effective Date; 

the Client agrees that this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement;

SEKO’s maximum aggregate liability arising out of or in connection with this Agreement will not exceed the lesser of (i) the portion of the Price paid by the Client to SEKO for the Services the subject of the relevant claim; (ii) $25 per package per occurrence, or (iii) the liability of the underlying final mile carrier.

No additional insurance will be provided by default unless paid for separately so that, by default, parcels will be processed and delivered in accordance with the applicable carrier terms and conditions (including under Fedex, UPS and the like) standard terms as applicable) details of which can be provided by SEKO upon request.

If a consignment combines carriage by air, road, sea and/or other mode of transport, it shall be presumed that any loss or damage is incurred during any period of such carriage unless proven otherwise and subject to the limitations of liability as noted herein.

SEKO will have no Liability, and Client releases and discharges SEKO from all Liability, arising from or in connection with:

a Force Majeure Event; 

acts or omissions of the Client or the Client’s Personnel; 

defect, error, omission or lack of suitability or benefit (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services; 

loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, wasted expenditure, loss of use and/or loss or corruption of data; and/or

any third party who has an interest in any shipment bringing a claim or action against the Client or SEKO in connection with the Services and, if a claim or action is made, the Client will indemnify SEKO from and against all Liability we incur in defending it;

any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data.

Service Provider is not responsible for any shipment that is not using approved Service Provider designated shipping labels. IN NO EVENT SHALL SEKO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIIMITED TO, LOSS OF PROFITS OR LOSS OF MARKET, LOSS OF INCOME, DAMAGES ARISING FROM LOSS, ATTORNEYS' FEES OR PUNITIVE DAMAGES, WRONG DELIVERY, OR DAMAGE TO PROPERTY, DELAYED DELIVERY OR FAILURE TO ATTEMPT DELIVERY, WHETHER OR NOT SERVICE PROVIDER HAD KNOWLEDGE THAT SUCH DAMAGES OR LOSSES MIGHT OCCUR.

Indemnity

The Client shall be liable for all unpaid charges payable on account of a Client shipment and shall pay or indemnify SEKO for claims, fines, penalties, damages, costs (storage, handling, re-consignment, return of freight to shipper, etc.) or other sums which may be incurred by SEKO by reason of any violation of this Agreement by the Client or any other default of the Client arising in connection with or relating to SEKO’s provision of the Services. Client shall indemnify and hold harmless SEKO for any violation of Type 86, Section 321, and any other applicable law and/or regulation, and shall be liable for reimbursing Seko for any fees, penalties, seizures, expenses, costs, and other obligations Seko incurs as a result thereof which is the direct result of inaccurate information submitted by Client and/or negligent acts and willful misconduct of the Client..

Termination

This Agreement and all Orders will terminate upon written notice by: 

either party, if mutually agreed in writing between the Parties;

either party on not less than 90 days prior written notice to the other Party such notice not to expire at any time prior to the end of the Initial Term;

SEKO, immediately if the Client fails to pay any amounts due under this Agreement by the date on which those amounts are due;

SEKO, if Client breaches this Agreement and that breach has not been remedied within 30 working days of being notified by SEKO; or

the Client, if SEKO breaches a material term of this Agreement and that breach has not been remedied or overcome within 30 working days of being notified by the Client in writing.

On termination of this Agreement, Client will:

If this Agreement is terminated under clauses 8(a)(3) or 8(a)(4), immediately pay to SEKO the Price and if such termination takes place within the Initial Term the Implementation Costs; 

If terminated under clause 8(a)(1), 8(a)(2) or 8(a)(5), immediately pay to SEKO the Price for the Services performed up to the date of termination (and all other amounts due and payable to us under this Agreement); 

immediately return to SEKO all property, including Confidential Information, belonging to SEKO or our Personnel and SEKO shall immediately return to Client all property, including Confidential Information, belonging to Client, Client’s clients and/or their respective Personnel; and 

not use any intellectual property rights (including copyright) belonging to SEKO or SEKO Personnel.

Termination of this Agreement or any Order will not affect any rights or liabilities which a party has accrued under it. 

Claims

If the loss or damage to a Client’s shipment and/or package is apparent at the time of delivery, the person receiving such shipment or package must immediately note such loss or damage on the delivery receipt or other documentation or platform utilized to sign for delivery of such shipment or package (i.e.  signature on android application, tablet, truck pro, or other shipping documentation utilized as evidence of goods received).  Apparent loss or damage shall include, without limitation, shortage in the shipment, damage to the package(s), or possible damage to the contents which is ascertainable without inspection of the contents itself.  The person receiving the package or shipment may not open package(s) and inspect the contents of the package(s) until they have signed for the shipment on the delivery receipt. NOTE: Notations such as “subject to inspection” and “subject to count” are not valid. Failure to note exceptions of actual product loss or damage at the time of delivery on the delivery receipt is prima facie evidence of delivery in good order and condition and shall be an absolute bar to a claim for apparent damage.  SEKO is not responsible for loss or damage to a Client’s shipment or package where there is no outward evidence of damage.

For any claims on loss, damage or delay, SEKO will, upon reasonable request, liaise with the final mile carrier and give response with investigation results within reasonable time after receipt of complaints. Notwithstanding the foregoing, SEKO and Client will adhere to the contracted final mile provider(s) claims policies, including their terms and conditions as well as any limitations of liability. 

During the period from shipping information being generated in SEKO’s  systems when a freight/parcel is at the port of origin till the freight/parcel being delivered to recipient at the port of destination, SEKO is not liable for any loss, damage, delay, and shortage of the freight/parcel, and is not obligated to make any compensation to Client, unless properly documented and such documentation indicates the shipments were in SEKO’s care, custody and control.

SEKO does not provide any parcel return service and shipment value protection service under the terms of this Agreement. 

All undelivered parcels returned to SEKO’s facility will be handled in accordance with discussions between SEKO and Client. For any undeliverable returns caused by incorrect address or any other delivery exceptions, all related charges that may occur will be responsible by Client. 

General Lien

SEKO or its agents shall have a general lien on any and all property and documents relating thereto within its care, custody or control for all charges and expenses advanced by SEKO, including any charges due for prior unrelated shipments, invoices or services performed by SEKO.  SEKO may refuse to surrender possession of the goods until all such charges are paid in full.  If such amounts remain unpaid for thirty (30) days after SEKO’s demand for payment, SEKO may sell such property at public auction or private sale.  The proceeds of such sale shall be applied to the amounts owed to SEKO, and any surplus shall be paid to you.  You shall remain responsible for any deficiency.

General

Support Time: Subject to the terms and conditions of this Agreement, during the Services Term, SEKO shall provide reasonable technical support services to the Client according to our support guidelines/Client SOPs then in effect for the Services provided herein. Before making any support request to SEKO, Client shall first use reasonable efforts to fix any error, malfunction, or network connectivity on its own without any escalation to us. The total amount of technical support provided by SEKO shall not exceed five (5) resource days per year. If technical support exceeds five (5) resource days per year, out-of-scope rate (£50 per hour minimum of two hours) will apply. 

Disputes: A party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (“Dispute”) without first meeting with a senior representative of the other party to seek (in good faith) to resolve the Dispute (unless that party is seeking urgent interlocutory relief, or the Dispute relates to compliance with this clause). 

Confidentiality:  For two (2) years from the date of disclosure by a Party of any of its Confidential Information, and in the case of Confidential Information that constitutes a trade secret under applicable law, for so long as such Confidential Information remains a trade secret, the Party (its affiliates, officer, directors and personnel) receiving such Confidential Information will not disclose such Confidential Information except as permitted herein, and that party shall exercise the same degree of care to avoid disclosure of such Confidential Information as it employs with respect to its own Confidential Information, but not less than reasonable care. In addition, if the recipient receives a subpoena or other process demanding the disclosing Party’s Confidential Information, the recipient may comply with the demand, in which case the recipient shall inform the disclosing Party and allow the disclosing Party reasonable time to seek a protective order.

Data Protection: The parties agree to comply with the provisions set out in SEKO’s Data Processing Agreement available upon request.

Anti-Corruption. The Parties warrant that they conduct their businesses ethically and in compliance with all laws in the countries where that Party does business, including all anti-corruption laws such as the U.S. Foreign Corrupt Practices Act of 1977, as amended and the UK Bribery Act, as amended (collectively, the “Anti-Corruption Laws”).  The Parties each represent that in relation to this Agreement neither they nor their employees, directors , affiliates, agents or subcontractors will directly or indirectly give, offer, promise, make or facilitate the making of payments of anything of value (monetary or otherwise) to (a) a UK or U.S. or foreign official to induce that official to affect any government act or decision in a manner that will assist that Party to obtain or retain business or any business advantage or violate the Anti-Corruption Laws, including, but not limited to, facilitating payments or (b) any employee, shareholder, officer, director, manager or agent of any other person for any improper purpose. In addition, neither Party nor their employees, directors, affiliates, agents or subcontractors will, in relation to this Agreement, accept any offer, promise or payment (monetary or otherwise) from any customer or third party other than payments in the ordinary course of business for a proper purpose.  The Parties will keep books, records, and accounts that accurately and fairly reflect all transactions and disposition of that Party’s assets received or paid in relation to this Agreement.

Force Majeure: Except in relation to payment obligations, neither party shall be liable to the other or be deemed to be in breach of this Agreement by any reason of any delay in performing or failing to perform any of its obligations to the extent that it has been delayed by a Force Majeure Event.  

Notices All notices required by the Agreement shall be given in writing and shall be deemed duly given when sent by registered airmail or facsimile or e-mail, only with receipt confirmation and confirmed by registered airmail, to the relevant party’s address as first set forth above or to such other address or facsimile number as either party hereto shall designate by notice to the other party.

Relationship of Parties: This Agreement is not intended to create a partnership, joint venture or agency relationship between the parties. 

Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.  

Entire agreement: This Agreement contains the entire understanding and agreement between the parties in respect of its subject matter. 

Assignment: Neither party may assign any of its rights, duties, or obligations under this Agreement (by operation of law or otherwise) except with the prior written consent of the other party (such consent not to be unreasonably withheld, refused, conditioned or delayed).  Provided always that nothing in this Agreement shall prohibit a party from assigning its rights under this Agreement to a successor or assignee of assets of business, or to any affiliate or party under common ownership or control.

Amendment: This Agreement may only be amended by written instrument signed by an officer of both parties. 

Survival: Termination of this Agreement shall not affect any clause expressed, implied or intended to survive such termination (including clauses 3(d),4, 5, 6, 7(b) 8(b) and 8(c)) all of which will survive termination of this Agreement. 

Waiver: No failure by either Party to exercise any right or remedy available to it hereunder nor any delay so to exercise any such right to remedy shall operate as a waiver of it nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

No Third-Party Beneficiaries: This Agreement is for the benefit of the Parties to it and is not intended to benefit, or be enforceable by, anyone else.

Governing law: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to choice of law doctrines.  The Parties hereto irrevocably agree that all actions or proceedings in any way, manner or respect, arising out of or related to this Agreement shall be litigated only in courts having situs in Cook County, Chicago, Illinois, United States of America.  Each party hereby consents and submits to personal jurisdiction in the courts located therein and waives any right such party may have to the contrary with respect to jurisdiction or venue.

Complete Agreement: This Agreement, together with any and all annexes incorporated herein and Service Provider’s standard terms and conditions for the applicable Service being provided, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior oral and written understandings, arrangements and agreements between the parties relating thereto. No provision of this Agreement shall be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is made in writing and signed by both parties. Under any circumstance, this Agreement and the terms and conditions of the Services hereunder will not be affected by any tariff, service guidelines, and other documents of any services provided by any other carriers.