NTG RHINOVISION END USER SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE CLICKING ON THE “I ACCEPT” BUTTON OR BY USING NOLAN TRANSPORTATION GROUP’S RHINOVISION CARRIER/FACTOR PORTAL (THE “RHINOVISION” PORTAL) ACCOMPANYING THIS AGREEMENT. BY CLICKING THE “I ACCEPT” BUTTON OR USING THE RHINOVISION PORTAL, YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “I ACCEPT” BUTTON AND YOU MAY NOT USE THE RHINOVISION PORTAL TO WHICH THIS AGREEMENT APPLIES.
Nolan Transportation Group grants you the right to use the RhinoVision Portal on your computer or compatible mobile device running a validly licensed copy of the operating system for which the RhinoVision Portal was designed (Windows Mobile, iOS, Android, etc.).
Nolan Transportation Group makes the RhinoVision portal/website available subject to the following terms and conditions and all applicable laws. By accessing, browsing or otherwise using (collectively, “using”) this website, you acknowledge that you, the individual user of this portal/website, have read, understood and agree to be legally bound by these terms and conditions, and to comply with all applicable laws and regulations, without limitation or qualification. By using this website, you further acknowledge that you are older than the age of majority as defined in your jurisdiction and, notwithstanding the foregoing, older than eighteen (18) years of age, and that you have the authority and do hereby legally bind the business entity, if any, for which you serve as an agent, independent contractor or employee thereof to the same terms and conditions, without limitation or qualification. As used hereinafter, the terms “you” and “your” shall include and/or reference the individual user of this portal/website and, when applicable, the business entity for which the individual user of this website serves as an agent, independent contractor or employee thereof. These terms and conditions shall take effect immediately on your first use of the portal/website. If you do not agree to these terms and conditions, you are not authorized to access, browse or otherwise use the RhinoVision portal/website.
Nolan Transportation Group, at its sole discretion, reserves the right to alter or change these terms and conditions at any time. Any modifications will become effective when posted on this website. By using this website after any changes in these terms and conditions are made, you agree to be legally bound by the terms and conditions as amended. Therefore, you should revisit these terms frequently to determine the present terms to which you are legally bound.
As part of the website, NTG offers its carriers and factoring companies’ access to its proprietary RhinoVision web portal. The RhinoVision Web portal is a tool that affords registered users the ability to view and monitor certain information pertaining to their account(s), loads, shipments and purchase orders with NTG.
To access the RhinoVision web portal, you must be a registered user and meet any other applicable requirements as required by NTG from time to time. To the extent you qualify for access to the RhinoVision web portal, you will be assigned a unique user name and a password as part of the registration process. You will be required to use this user name and password each time you access the RhinoVision web portal.
As a registered user of the RhinoVision web portal, you are responsible for maintaining the confidentiality and security of your user name and password, and you shall be responsible for all uses of your username and password. You agree to notify NTG immediately at RhinoVisionHelp@ntgfreight.com of any breach of security,including, without limitation, unauthorized use of your user name and password. You are also responsible for logging off at the end of each RhinoVision web session to enhance and ensure your account’s security. The failure to do so may allow other persons with access to your computer to use/misuse your account. If you permit any person to use your user name and password, you shall be liable for all activity made by that person.
Nolan Transportation Group reserves the right to terminate your ability to use this website without cause at any time and effective immediately. In addition, NTG may terminate your right to use this website immediately and without notice for violation of any part of these terms and conditions. In the event of any such termination, the restrictions on your use of the material on this portal/website shall survive such termination, and you agree to be bound by those terms. Without prejudice to any other rights, NTG may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement or your Broker-Carrier Agreement. In such event, you must destroy all copies of the RhinoVision Portal in your possession.
INTELLECTUAL PROPERTY AND CONTENT RESTRICTIONS OF USE
All information and content provided on the RhinoVision website, whether explicitly marked or not, is the property of NTG, its subsidiaries, affiliated companies or joint partners, or others, and is subject to U.S. and international copyright and unfair competition laws. All trademarks, service marks, logos, model and brand names, emblems and protectable trade dress elements (collectively, “marks”), whether explicitly marked or not, used on this website are owned by NTG, its subsidiaries, affiliated companies or joint partners, or used under license, and are subject to U.S. (federal and state) and international trademark and unfair competition laws. You may not copy, reproduce, download, upload, post, broadcast, transmit, distribute, publish, republish, or otherwise use any information, software, content or marks provided on this website in any form or by any means, or by any information storage or retrieval system for any commercial use, without the express written permission of NTG. You may, however, copy, print or otherwise use the information, content or marks provided on this website provided that the use is for your personal, educational or internal business use only and further provided that you: (1) maintain all copyright and other intellectual property notices together and intact with any information or content; (2) do not modify or otherwise alter any information or content; and (3) do not expressly or implicitly suggest an association by you with any services, product, brands or affiliates through the use of any information or content. Other use of any information, software, content or marks, except as specifically permitted in these terms and conditions or in a written instrument signed by NTG, is strictly prohibited. You may not disassemble, reconstruct, discover, reuse or modify any source code or underlying algorithms of any information, software or content contained herein. Nothing contained in this website shall be construed as conferring, by implication, estoppel or otherwise, any license or right to any copyright, patent, trademark or other proprietary interest of NTG or any third party. You are not permitted to create a hyperlink to any page or portion of this website or to frame any page or portion of this website without the prior written permission of NTG. Any use of the information, content or marks provided on this website that does not comport with the above terms and conditions shall be an unauthorized use and shall subject you to civil and criminal penalties as provided by applicable U.S. and international intellectual property laws.
DISCLOSURE OF INFORMATION
NTG may disclose Personal Information we maintain about you to non-affiliated third parties under the following types of circumstances: when we have your permission to do so; to comply with the law, or when we respond to a subpoena or other process, legal order, or official request; as otherwise required by law; to establish or exercise our legal rights or defend against legal claims; or, as permitted by applicable law, when we believe it is necessary to share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, or violations of the legal terms that govern your use of our products and services. In addition, NTG may transfer both Personal Information and non-personally identifiable information if NTG is acquired by or merged with another company. Authorized NTG service providers and contractors may have access to your information to facilitate its use consistent with this Policy.
NTG may use and store non-personally identifiable information, including anonymized and aggregated data, for any purpose, without limitation, including to generate reporting and to improve the design and content of our products and services, and NTG may share this data with third-parties. Your Personal Information will not be stored for longer than is necessary for the purposes described in this Policy, or to otherwise meet legal requirements.
You use this website at your own risk. All information and content on this website is provided “as is” without any express or implied warranty or representation of any kind including, without limitation, any implied warranties of merchantability, fitness for a particular purchase, title or non-infringement.
In no event will NTG, its subsidiaries, affiliated companies, joint partners or licensors be liable to any party for any direct, indirect, special or other consequential damages for any use of this website, or any other hyperlinked website including, without limitation, any lost revenues, lost profits, loss of prospective economic advantage, business interruption, loss of programs or other data on your handling system or otherwise arising out of the use, misuse of or inability to use this website or the information, content, documents or software thereof, even if NTG, its subsidiaries, affiliated companies, joint partners or licensors are advised of the possibility of such damages or for any claim by a third party. Your sole and exclusive remedy is to discontinue using this website.
Without limiting the above disclaimers, NTG, its subsidiaries, affiliated companies, joint partners and licensors: (1) make no warranties or representations whatsoever concerning this website or any other Internet website, the access to, or the availability or use of, this website or any other Internet website, the information and content from whatever source posted on or referred to in this website or any other Internet website or the accuracy, completeness or timeliness of such information or content; (2) do not warrant or represent that your access to, or use of, this website or any other Internet website will be uninterrupted or free of errors or omissions, that defects will be corrected, or that this website or any other Internet website is, or the information or content from whatever source available for use or downloading are, free of computer viruses, worms, Trojan horses or other harmful components; (3) do not represent or warrant that any services or products listed on, or accessed through, this website will be available for purchase or not withdrawn at any time and make no representation or warranty of any kind whatsoever concerning such products or services; and (4) do not represent or warrant the accuracy, functionality, specifications or any other aspect of items from whatever source posted or accessed through this website. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.
This website may use hyperlinks as a convenience to you so that reference material, NTG-related subject matter and other pertinent material is easily accessible. Linked and referenced websites may not be operated, controlled or maintained by NTG. Hyperlinks and references to other websites, including any NTG-affiliated entity, do not constitute sponsorship, endorsement or approval by NTG of the information, content, policies or practices of such linked or referenced websites. NTG does not accept any responsibility for any information or content, availability, policies, practices or any use of such websites. You access, browse and use such websites at your own risk.
NTG has no obligation to update any information or content on this website. Accordingly, NTG, its subsidiaries, affiliated companies, joint partners and licensors assume no responsibility regarding the accuracy of the information or content provided on the website. Any use of the information or content provided on this website is done so at your own risk.
Any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “communications”) sent to NTG shall be and remain the exclusive property of NTG. Your submission of any such communications shall constitute an assignment to NTG of all worldwide rights, titles and interests in all copyright and other intellectual property rights in the communications. NTG will be entitled to use, reproduce, disclose, publish and distribute any material you submit for any purpose whatsoever, without restriction and without compensating you in any way.
In addition, you understand that this Agreement does not replace, your Broker-Carrier Agreement. All of the terms, conditions, promises, and obligations contained in the Broker-Carrier Agreement shall continue without limitation herein. Where this Agreement may conflict with the Broker-Carrier Agreement, the Broker-Carrier Agreement shall prevail. Any data provided to you via the RhinoVision Portal is for convenience only and shall not substitute for the regular paperwork required under the Broker-Carrier Agreement, by law, or otherwise.
LIMITATION OF LIABILITY
In no event shall Nolan Transportation Group or its licensors be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out your use of or inability to use the RhinoVision Portal, even if Nolan Transportation Group has been advised of the possibility of such damages.
In no event will Nolan Transportation Group or its licensors be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. Neither Nolan Transportation Group nor its licensors shall have any liability with respect to the content of the RhinoVision Portal or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, and loss of privacy, moral rights or the disclosure of confidential information.
You agree to indemnify and hold the Nolan Transportation Group harmless from any claim or demand, including any and all losses, liabilities, claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions, and liens, including reasonable attorneys’ fees and costs, whether brought by third parties or otherwise, due to or arising out of: (1) your breach of this Agreement and any use of the RhinoVision Portal other than as expressly permitted herein; or (2) your violation of any law or your violation of the rights of a third party, including the infringement by you of any intellectual property or other proprietary or contract right of any person or entity.
The foregoing indemnity obligations will survive any termination of the Agreement or your use of the RhinoVision Portal. Nolan Transportation Group reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this section. You agree not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of Nolan Transportation Group, which may be granted or withheld in its sole discretion.
GENERAL TERMS AND CONDITIONS
No Assignment. You may not assign this Agreement or otherwise transfer any rights or claims you may have hereunder, in whole or in part; any attempt to do so shall be void. Compliance with Law. You will comply with all applicable laws, regulations and ordinances related to the transportation services you provide and your use of the RhinoVision Portal.
Use of the RhinoVision Portal is optional. In particular, using the RhinoVision Portal is not required, and you may contact NTG by phone at any time.
You warrant to NTG that you will not attempt to gain unauthorized access to any services offered by NTG or computer systems or networks connected to any NTG server through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available by NTG. When using the website, you agree not to pretend to be someone else or to assume their identity.
NTG controls its website (excluding linked sites) from its headquarters in Fulton County, Georgia, United States of America and makes no representation that any content contained in this website is appropriate or available for use in other locations. Accessing this website in locations in which the use of such content is illegal is prohibited. By accessing this website, you agree that the statutes and laws of the State of Georgia, notwithstanding any principles of conflicts of law, will apply to all matters relating to use of this website and that if you use this website from any other location you are responsible for compliance with applicable local laws. Any claim relating to this website shall be litigated in the state or federal courts in Fulton County, Georgia, and you hereby consent to the exclusive jurisdiction and venue of those courts.
If any part of these terms and conditions is deemed unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this website or these terms and conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles herein are for convenience only and have no legal or contractual effect.
Any waiver of any term or condition of this agreement shall be effective only if in writing signed by the duly authorized representatives of NTG. Any failure or delay by NTG in enforcing any of these terms or conditions shall not in any way affect, limit, or waive NTG’s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this agreement.
Neither your use of the website nor this agreement creates an agency, partnership, joint venture or employer-employee relationship with NTG. Absent a written agreement concerning the provision of goods or services by NTG, this agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all previous understandings agreements, discussions, negotiations, and representations, oral or written, between the parties with respect to the subject matter hereof and can only be modified in writing signed by NTG.
By using this website, you further agree that you will not use this website or any materials available thereon for any unlawful activity, or use it in any way that would violate any of these terms and conditions.
When applicable, you further agree, as a condition of using this site, to ensure that all your agents, employees and independent contractors adhere to these terms and conditions.
NO USE WHILE DRIVING
The RhinoVision Portal is not to be used while driving nor in any other circumstance that puts you (or any driver you employ) at risk of injury. Under no circumstance will Nolan Transportation Group assume any responsibility for the consequences of driving decisions. By accepting this agreement, you hereby represent, warrant, and promise to NTG that neither you, nor any driver you employ, will use the RhinoVision Portal while operating any motor vehicle.
All title, including but not limited to copyrights, in and to the RhinoVision Portal and any copies thereof are owned by Nolan Transportation Group and its licensors. All rights not expressly granted are reserved by Nolan Transportation Group and its licensors. The RhinoVision Portal includes software licensed from third party. © Softensity.
You agree that the statutes and laws of the State of Georgia, notwithstanding any principles of conflicts of law, shall apply to all matters relating to this Agreement and your use of NTG’s RhinoVision carrier/factor web portal.
Any claim relating to this Agreement or your use of the RhinoVision Portal shall be litigated in the state or federal courts in Fulton County, Georgia, and you hereby consent to the exclusive jurisdiction and venue of those courts, or a venue to be decided at the sole discretion of NTG.