Terms and Conditions
Effective as of: June 01, 2011
All materials on this Website, including, without limitation, names, logos, trademarks, images, text, columns, graphics, photographs, illustrations, artwork, audio clips, software and other elements making up this Website (collectively, the "Content") are protected by copyrights and other intellectual property rights owned and controlled by us, by our affiliates, or by other third parties that have licensed or otherwise provided their material to us. All of such intellectual property rights are the sole property of UTi, its affiliates or third parties and, except as expressly provided herein, UTi does not grant to you any express or implied rights to UTi's, its affiliate's or any third party's intellectual property. Except as specifically provided herein or elsewhere on this Website, you may not copy, reproduce, republish, modify, download, create derivative works from, upload, post, transmit, lease or distribute in any way, or otherwise use for any purpose, the Content, without the express written permission of UTi and any appropriate third party. You may not add, delete, distort or otherwise modify the Content. Any attempt to modify the Content, to defeat or circumvent this Website's security features, or to utilize any feature of this Website for any purpose other than its intended purpose is strictly prohibited.
UTi grants to you a limited, personal, non-exclusive, non-transferable, non-assignable and revocable license to use, display and listen to this Website and the Content in the manner presented by UTi. Except for this limited license, by permitting you to access and use this Website, UTi does not convey any interest in or to the Content, applications, software, services, information or data available via this Website or any other property of UTi.
By accessing and using this Website, you agree that:
(a) you will not post to or transmit through this Website any material that would violate or infringe in any way upon the rights of others, including but not limited to any threatening, harmful, defamatory, obscene or pornographic material; material that is fraudulent or contains false, deceptive, or misleading statements, claims, or representations; or any material that violates federal or local law or regulation, or would give rise to civil or criminal liability;
(b) you shall not use this Website to post, upload, or otherwise make available any material protected by a proprietary right, including but not limited to copyright and/or trademark or other third party right without express written permission of the owner of such right;
(c) you shall not use in a manner that (1) violates the terms of the Terms and Conditions, the terms of any applicable agreement with UTi, or any other UTi policy applicable through the Terms and Conditions; or (2) that interferes with or adversely affects the operation of this Site or the hardware, software, networks, systems, technology, and facilities upon and within which it operates (the "Infrastructure"); and you shall cooperate with UTi in investigating and correcting any apparent breach of the Terms and Conditions;
(d) you may not frame or utilize any framing technique to enclose this Website or any portion or aspect thereof, without the express written consent of UTi; and
(e) you shall be solely responsible for any material that you maintain, transmit, download, view, post, distribute or otherwise access or make available using this Website or the Infrastructure.
In the event that UTi becomes aware of any activity engaged in by you that may violate the Terms and Conditions and/or expose UTi to civil or criminal liability, UTi reserves the right to investigate such material, block access to such material and suspend or terminate any features of this Website without liability. UTi further reserves the right to cooperate with legal authorities and third parties in investigating any alleged violations of the Terms and Conditions, including disclosing your identity if UTi believes you are responsible for such violation. UTi also reserves the right to implement technical mechanisms to prevent violations of the Terms and Conditions. Nothing in the Terms and Conditions shall limit in any way UTi's rights and remedies at law or in equity that may otherwise be available.
Access to UTi shipment services and information
Your use and access of the UTi computer and network services offered within this Website to provide measurement, analysis, reporting and status of individual goods and shipments (the "UTi Shipment Services") and the information or data available via the UTi Shipment Services (the "Information") are subject to the following terms:
(a) you may only use the UTi Shipment Services and the Information derived therefrom, including, without limitation, the tracking functionality included therein, in connection with shipments tendered to or by you or on your behalf and for no other purpose;
(b) the UTi Shipment Services and the Information are the property of UTi. You may not make any Information available on any website or otherwise reproduce, distribute, copy, store, use or sell the Information for commercial purposes without the express written consent of UTi; and
(c) you shall not use any automated inquiry devices, robots, or repetitive data gathering and extraction tools, routines, scripts or other mechanisms with similar functionality in connection with the UTi Shipment Services.
We do not accept notes, postings, ideas, suggestions, concepts or other materials submitted through this Website (the "Submissions"). If such Submissions are received, you acknowledge and agree that (a) they will not be considered confidential or proprietary, (b) neither we nor any of our affiliates are under any obligation to keep such information confidential, and (c) we will have any unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute, and exploit such Submissions in any manner we choose.
In our sole discretion and without prior notice or liability, we may restrict, suspend or terminate your right to use this Website. You agree that any restriction, suspension or termination of your access to, or use of, this Website may be effected without prior notice. If you do not abide by the provisions of the Terms and Conditions, except as we may otherwise provide from time to time in writing, you agree that we may immediately deactivate or delete your user account and all related information and files in your user account and/or bar any further access to such information and/or files, or this Website. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, this Website.
Disclaimer of warranties
This website and all content and services included on or available through this website are provided "as is" and "as available" for your use. You agree that your use of our site is at your sole risk. UTi and its subsidiaries, partners, agents, affiliates, licensors and advertisers expressly disclaim all warranties of any kind, whether express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. UTi , its affiliates, licensors or suppliers make no representations or warranties: (i) that use of our site or any content herein (including any software) will be uninterrupted, timely, accurate, secure or error free; (ii) that our site will be available at any particular time or location; (iii) that any errors on our site will be corrected; or (iv) that the servers on which our site and content are available are free of viruses or other harmful components.
Some jurisdictions do not permit limitations on implied warranties. Therefore, the above disclaimer of warranties may not apply to you. In such jurisdictions, UTi's warranties are excluded to the greatest extent permitted by law. You acknowledge and agree that the limitations and exclusions of liability and warranty provided in the terms and conditions are fair and reasonable.
Limitation of liability
Some jurisdictions do not permit limitations of liability. Therefore, some of the above limitations may not apply to you. In such jurisdictions, UTi's liability is limited to the greatest extent permitted by law, but shall, in no event exceed $100.00.
Compliance with law
Your use of this Website shall at all times comply with all applicable laws, rulings and regulations and shall not cause UTi to be in violation of any laws, rulings or regulations applicable to UTi.
Certain jurisdictions control the import and export of products and information. You agree to comply with all such applicable restrictions and not to import, export or re-export the Content to countries or persons prohibited under applicable export control laws or regulations. If you access and download the Content or Information, you represent that you are not in a jurisdiction where such export is prohibited. You are solely responsible for compliance with laws of your jurisdiction and any other applicable laws regarding the import, export or re-export of the Content.
This Website may contain forward-looking statements within the meaning of the "safe harbor" provisions of the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. UTi intends that all such statements be subject to the "safe-harbor" provisions contained in those sections. Such forward-looking statements may include, but are not limited to, statements about the outlook for the future and other statements not of a historical nature. Many important factors may cause UTi's actual results to differ materially from those discussed in any such forward-looking statements. Such risks are discussed in UTi's filings with the Securities and Exchange Commission, which discussions are incorporated herein by reference.
You agree to defend, indemnify and hold UTi, and its subsidiaries, partners, agents, affiliates, licensors and advertisers and their respective officers, directors, shareholders, agents and representatives harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) arising from your breach of your agreements under the Terms and Conditions.
Governing law; severability; jurisdiction
The Terms and Conditions are governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws provisions. If for any reason a court of competent jurisdiction finds any provision of the Terms and Conditions, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and it will not impact any other provision of the Terms and Conditions, all of which shall remain in full force and effect.
To the fullest extent permitted by law, you hereby expressly agree that any proceeding arising with respect to this website, the content or the terms and conditions shall be instituted in a court of competent jurisdiction situated in New York, New York and you expressly waive any objection that you may have now or hereafter to the laying of venue or the jurisdiction of such proceeding. Any cause of action with respect to this website or the terms and conditions must be instituted within one year after the claim or cause of action arose. Otherwise, such claim or cause of action is permanently barred.
Except as expressly provided in a separate written agreement between you and UTi, the Terms and Conditions, together with any additional terms to which you agree when using particular features of this Website, constitute the entire agreement between you and UTi with respect to your use of this Website, the UTi Shipment Systems, the Content and any other software, service, information or data contained therein, and supersede all discussions, communications, conversations and agreements concerning the subject matter thereof.
You may not assign the Terms and Conditions or any of your rights, interests or obligations under the Terms and Conditions.
No waiver of any of the Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
You may preserve the Terms and Conditions in written form by printing them for your records, and you waive any other requirement that the Terms and Conditions be evidenced by a written document.
If you have questions or comments about the Terms and Conditions or the Website, you can contact us by phone, mail or email as described in the "Contact Us" page of the Website.