Terms and Conditions of Use and End User License

Last Modified:  January 28, 2013

 Welcome to the [Fairrington Portal] website, http://ftcxpress.fairrington.com/EasyExpressWeb  (which we refer to alternately in these Terms and Conditions of Use and End User License as the [“Fairrington Portal”] and/or the “Site”, which terms also refer to any content, functionality and services offered on or through the site).

The [Fairrington Portal] is an interactive website designed for use by customers of Fairrington Transportation Corp. throughout the world to upload orders, check order status, download software and information, and other functions.  We want to ensure that the Site is acceptable for anyone in this community of users.  That requires us to implement a few rules.  Accordingly, we have developed these Terms and Conditions of Use and End User License (these “Terms”) for all visitors and users of this Site.

When we refer to “you”, “your” and “Customer” in these Terms, we are referring to you (either as an individual or entity) as a visitor to and user of the [Fairrington Portal].  “We,” “us,” “our”, “Fairrington Transportation Corporation”, “Fairrington Transportation Corp.,” “Fairrington Transportation” and “Fairrington” all refer to Fairrington Transportation Corp., an Illinois corporation, and our affiliates.

1.  ACCEPTANCE OF TERMS

YOU SHOULD CAREFULLY READ THESE TERMSBy accessing, browsing and/or using the [Fairrington Portal], you acknowledge that you have read, understood and agreed to be bound by these Terms.

These Terms are a legal agreement between you and Fairrington Transportation Corp. for software and related services (collectively, the “Services”), which includes computer software (the “Software”) and may include associated media, printed materials, “online” or electronic documentation, and services that accompany these Terms including access to and use of the http://ftcxpress.fairrington.com/EasyExpressWeb website as well as delivery via our websites http://ftcxpress.fairrington.com/EasyExpressWeb and www.fairrington.com.  The Software is commonly referred to as Fairrington Easy Express™, Fairrington Gold™ or Fairrington Gold™ DSMS.  You may also be provided hardware by us, whether by loan or purchase, or use specified hardware in connection with the Software (collectively, the “Hardware Components”).  By accessing the secure portions of our Site, using the Services or by installing, copying or otherwise using the Software, you agree to be bound by these Terms.  Where applicable, the term “Services” will also include the Hardware Components.

We reserve the right to update and change these Terms from time to time without notice.  Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be effective when posted to the Site and be subject to these Terms.  You can review the most current version of the Terms at any time by accessing the [“About Fairrington Portal” ] section of the site available here, and you are expected to check this page from time to time for updates to these Terms. You understand and agree that your continued access to or use of the site after any posted modification to these Terms indicates your acceptance of the modification.

Violation of any of the terms below will result in the termination of your right to use the Services.  You agree to use the Services at your own risk.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS.  BY USING OR SUBSCRIBING TO THE SERVICES YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS HEREIN.  IN ORDER FOR YOU TO HAVE ACCESS TO THE SERVICES, THESE TERMS MUST BE ACCEPTED BY YOU WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS.  IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED HEREIN, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.  YOU MAY BE DENIED ACCESS TO THE SERVICES, WITH OR WITHOUT PRIOR NOTICE TO YOU, FOR NONCOMPLIANCE WITH ANY PROVISION OF THESE TERMS.

If you do not agree to these Terms, you should not access or otherwise use the [Fairrington Portal].

2.   LICENSE GRANT

Subject to the terms and conditions herein, Fairrington grants you a nonexclusive, nontransferable license to access and use the Services for your use only, without the right to sublicense such rights, provided you agree to access and use the Services solely in accordance with these Terms.  You may copy information or materials generated from your access and use of the Services for your use only.  We reserve all rights not expressly granted to you in these Terms.  The Software is licensed, not sold.  Any unauthorized use of the Services immediately and automatically without further action terminates this license.  You will not allow the Software to become the subject of any charge, lien or other encumbrance.  You will be solely responsible for all damages and other harm resulting from your use of  the Services.  We will not be liable for any use of the  Services made by you in violation of any applicable laws and regulations and these Terms.  We may conduct inventories and audits to ascertain whether your use of  the Software accords with the provisions of these Terms and you shall be obliged to assist us in the conduct of such audits.

3.   ELIGIBILITY TO USE THE SERVICES

The Services (including the [Fairrington Portal] and the Software) are available to customers of Fairrington who are at least 18 years of age and who otherwise have the authority to enter into these Terms.

You agree that any information you provide will be accurate, complete and current.
By using the Services, you represent and warrant that you are at least 18 years of age and otherwise have the authority to enter into these Terms, which is a binding contract between you and us.

You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.  We will give you a log in account ID and ask you to select a password.  You may not share the login account ID and you are responsible to keep the password confidential.

Your login may only be used by one person.  A single login shared by multiple people is strictly prohibited.  If you share your login, Fairrington may terminate these Terms and lock your login.  You may create separate logins for as many people as your plan allows.  You may not rent, lease, lend or provide commercial hosting services with the Software.

You are responsible for maintaining the security of your account and password.  Fairrington is not liable to you or any third party for any loss or damage that results from your failure to comply with your security obligation, with or without your knowledge.

You are responsible for all the material and the data you or any individual associated with your account provides to the Site or the Software and all activities that occur under each login associated with your account, with or without your knowledge.

You shall only use the Services in accordance with these Terms and are prohibited from other uses including but not limited to any illegal or unauthorized purpose.

4.   MODIFICATIONS TO THE SERVICES AND PRICES

Fairrington reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (including the [Fairrington Portal], the Software, or any part thereof) with or without notice.  If Customer requests specific modifications, Fairrington may charge additional fees.  All customer requested modifications, regardless of fees paid, are the sole property of Fairrington.

Prices, if any, including but not limited to monthly subscription plan fees for the Services, are subject to change upon 30 days’ notice from us.  Such notice may be provided at any time by posting the changes to the Fairrington sites http://ftcxpress.fairrington.com/EasyExpressWeb or www.fairrington.com, or to the Software itself.

In addition to any price changes relating to the Services, prices may also change as follows:

Figures based upon data provided and assumptions made on loading capacity.  Any variation will affect actual cost.

Fuel surcharge also subject to change.

Postage amount calculated based on client provided data as entered into USPS entry selections listed on quote.

Pool inclusions based on product arrival day/time and pool capacity.

Rates subject to change with 10 days written notice. Shipments tendered under this tariff are governed by the following publication and reissues thereof: FRGN` 100 Rules Tariff.  Copies available upon request.

Fairrington shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of any part or all of the [Fairrington Portal] or the Software.

5.   POSTING OF CONTENT

In using the Site, you and other users, subject to these Terms (including the requirements we describe below under “Acceptable Use Policy”), will have the opportunity to submit, post, transmit and/or exchange certain Content to the Site.  “Content” refers to any information, orders, records, text, images, photos, audio, video, location data and all other forms of data or communication, including comments that you may make with respect to other Content.  Content that you submit is referred to as “Your Content.”

You are solely responsible for all of Your Content that you submit or transmit to, through, or in connection with the [Fairrington Portal], as well as any and all acts and omissions that occur during or relating to your use of the [Fairrington Portal].  You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable.  We have no obligation to retain, return or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

It is your choice to submit Your Content.  We use a variety of industry-standard security measures to maintain the safety of your personal information, including measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure.  Your personal information is contained behind secure networks and is only accessible to a limited number of persons who have special access rights to such systems, and are required to keep the information confidential.

Unfortunately, no electronic data transmission over the Internet can be guaranteed to be 100% secure.  As a result, while we believe that we use reasonable measures to protect personal information, we cannot ensure or warrant the security of any information transmitted or otherwise provided to us or received from us.  This is especially true for information that is transmitted via e-mail that is unprotected until it reaches our servers.

6.   ACCEPTABLE USE POLICY

You agree not to engage in unacceptable use of the [Fairrington Portal]. Without limiting the foregoing, you agree to the following acceptable use policy guidelines:

  • You may not utilize the [Fairrington Portal] in any manner that would be a violation of these Terms.
  • You may only post Content that is accurate, complete and current.
  • You may not post any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.  This includes your agreement not to defame or otherwise discredit our reputation or that of our products or services, or our officers, directors, members, employees, partners, affiliates, customers, vendors or other third parties, including our competitors.
  • You may not purport to speak for any party other than yourself as an individual, or otherwise impersonate any person or entity (including us, or any moderator or administrator of the Site), or falsely state or otherwise misrepresent your affiliation with any person or entity.  This also means that you will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any of Your Content.
  • You may not imply or suggest in any way that Your Content is sponsored or endorsed by us.
  • You may not post, disseminate or transmit any Content that infringes or otherwise violates any party’s copyright, trademark, trade secret, patent or other proprietary or intellectual property right, including, but not limited to, using third-party copyrighted materials without appropriate permission or attribution, using third party trademarks without appropriate permission or attribution, or using or distributing third-party information (whether or not protected as a trade secret) in violation of a duty of confidentiality.
  • You may not use the [Fairrington Portal] in any way that violate any law (whether local, state, national, or international), whether or not intentionally.
  • You may not post any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, investment opportunities, or any other form of solicitation that is not expressly permitted by us.
  • You may not attempt to use or access the [Fairrington Portal] in any way that would compromise the security measures we have undertaken in order to avoid risks associated with the loss or destruction of data.  For example, you may not disseminate or transmit any worms, viruses or other harmful, disruptive or destructive files, code or programs.
  • You may not interfere with or disrupt the [Fairrington Portal] services, the Site, or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site.
  • You may not interfere, disrupt, or attempt to gain unauthorized access to other or accounts on the [Fairrington Portal] or any other computer network.
  • You may not restrict or inhibit any other visitor or member from using the [Fairrington Portal], including, without limitation, by means of “hacking” or defacing any portion of the [Fairrington Portal].
  • You may not post any Content that is inconsistent with the purpose of the [Fairrington Portal].
  • You may not engage in any other activity deemed by Fairrington in our sole discretion to be in conflict with the spirit or intent of these Terms.

You are responsible for applying these rules.  We are under no obligation to enforce these Terms on your behalf against another user.  You understand that by using the [Fairrington Portal], you may be exposed to Content that may offend you or challenge your beliefs. Your sole remedy is to avoid such Content by discontinuing your use of the Site.

7.   LINKS TO OTHER WEB SITES

We and others may provide links to web pages, web sites, and various resources or locations on the web (collectively, “Third Party Sites”).  Links to Third Party Sites are provided only for the convenience of users of the Services, and the posting of any links is not a recommendation that you access any Third Party Sites unless otherwise indicated.  We do not operate, control, endorse or guarantee any Third Party Sites.  You agree that we are not responsible for any content, services and/or products provided by any Third Party Site, nor are we responsible for any practice followed by such Third Party Site with respect to the collection and processing of personal data of their users. When you access any Third Party Site through a link posted on the [Fairrington Portal], please carefully read the terms and conditions of use, privacy policy and other policies of such Third Party Site. Our policies do not apply to any Third Party Site.

YOU AGREE THAT YOUR USE OF ANY THIRD PARTY SITE IS AT YOUR SOLE RISK AND WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR DAMAGES ARISING FROM ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SITE OR FOR ANY INFORMATION APPEARING ON THIRD PARTY SITES.

8.   INTELLECTUAL PROPERTY

You represent and warrant that you own, or otherwise have the full right to use and grant the license set forth below in, all of Your Content, and that the posting and transmission of Your Content does not violate any intellectual property or other proprietary rights of any other person.

If you choose to post Your Content on our the [Fairrington Portal], you agree that Fairrington  may, and you hereby grant us a nonexclusive, global, royalty-free, perpetual, irrevocable, sublicensable and transferable license to: use, copy, distribute, display, modify and create derivative works from such material and all of Your Content contained therein for the purpose of performing Fairrington’s obligations under its contract with you and in any medium worldwide without any obligation to compensate you or any other third party in any way for any such useFairrington may grant other parties these same rights as to the postings and Your Content.  You waive against us and all users of the [Fairrington Portal] any claims and assertions of moral rights or attribution with respect to Your Content

The Services, the Software and the Content of our Site are copyright © 2010, Fairrington Transportation Corporation, all rights reserved, and are protected by copyright and other intellectual property laws and treaties.  Fairrington or its suppliers own the title, copyright, and other intellectual property rights throughout the world in the Services, our Site and the Software.  You shall not challenge ownership or rights in our Site, the Software or any third party software, included in the Services.  You may not remove, modify or alter any copyright, trademark or patent notice from any part of the Software.  Further, you may not reverse engineer, decompile, disassemble, translate, adapt, duplicate, copy, display, modify, create derivative work from or reuse any portion of the Software or our Site, or attempt to do any of the foregoing, without express written permission from Fairrington.  You shall not have any right, title or interest in and to the copyrights, trademarks, service marks, trade names, patents, designs or other intellectual property of Fairrington and its suppliers, all of which remain the exclusive property of Fairrington or its suppliers, as applicable.  You agree not to undertake any action that will interfere with or diminish Fairrington’s right, title or interest in and to its copyrights, trademarks, patents or any of its rights under copyright, trademark, patent, or other intellectual property laws.  Suppliers of Fairrington shall be deemed third party beneficiaries with respect to the license grant and restrictions applicable to their proprietary products.

You agree that, as between you and us, we own or otherwise have all proprietary rights to all Content that we create and make available in connection with the [Fairrington Portal], including through any Content suppliers, including, without limitation, all visual interfaces, interactive features, graphics, design, compilations, computer code, software and all other elements and components of the [Fairrington Portal] other than Third Party Content (collectively, “Our Content”). We also own or otherwise have all proprietary rights to the copyrights, trademarks, service marks, trade names patents, designs and other intellectual and proprietary rights throughout the world associated with Our Content and the [Fairrington Portal], which are protected by applicable national and international intellectual and proprietary rights and laws.  You may not reproduce, publish, distribute, display, modify, create derivative work from, or exploit in any way, in whole or in part, Our Content without our prior express written consent.  We and our Content suppliers have the exclusive right to authorize or prohibit, in our sole discretion, any reproduction, publication, distribution, display, modification, creation of derivative work from, or exploitation in any way of, in whole or in part, Our Content.  We and our Content suppliers have the right, at any time, to claim the authorship of any Content posted on the Site and to object to any use, distortion or other modification of such Content. Any reproduction, publication, distribution, display, modification, creation of derivative work from, or exploitation in any way of, Our Content that has been expressly authorized in writing by us shall be carried out by you for lawful purposes only and in compliance with all applicable laws.

“Fairrington Transportation Corporation,” “Fairrington Transportation Corp.,” “Fairrington Transportation,” “Fairrington,” “Fairrington Easy Express,” “Fairrington Gold,” “Fairrington Gold DSMS,” “VisiMAIL,” “OptiFILE” and “Full Impact Logistics,” and all related names, logos, products and service names, designs and slogans are trademarks of Fairrington Transportation Corp. or its affiliates or licensors.  You may not use such marks without our prior written permission.

You will not remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site.

9.   INFRINGEMENT POLICY

We take claims of copyright infringement seriously. We reserve the right, but do not have the obligation, to terminate your use of the Site if we determine, in our sole and absolute discretion, that you are involved in any infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately deemed to be infringing.  We accommodate and do not interfere with standard technical measures used by copyright owners to protect their materials.

The Digital Millennium Copyright Act, 17 U.S.C. Section 512, as amended (the “DMCA”), provides a complaint procedure for copyright owners who believe that any materials on the [Fairrington Portal] infringe their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the Site, you may request removal of those materials (or access thereto) from the Site by submitting written notification to our Copyright Agent (designated below).  To comply with the DMCA, your written notice must include the following:

  • Your physical or electronic signature.
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  • Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
  • A statement that the information in the written notice is accurate.
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

These requirements must be followed to give us legally sufficient notice of infringement. Our Copyright Agent to whom you should send copyright infringement complaints is:

[insert notice address]

We strongly suggest that you consult your legal advisor before filing a DMCA notice with our copyright agent. There can be penalties for false claims under the DMCA.  For example, if you knowingly materially misrepresent that material or activity on the site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

10.   INDEMNITY

You agree to indemnify and hold us, and our directors, officers, members, affiliates, volunteers, agents, employees, licensors and partners harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Services, and  Your Content you submit, post to, or transmit through the [Fairrington Portal], your violation of these Terms or your violation of any rights of any third party.

11.   DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES (INCLUDING THE [FAIRRINGTON PORTAL] AND THE SOFTWARE) IS AT YOUR SOLE RISK.  THE SERVICES, SOFTWARE AND HARDWARE COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.  TO THE FULLEST EXTENT PREMITTED BY LAW, WE DISCLAIM ANY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  FAIRRINGTON DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR THE SITE WILL BE FREE OF DEFECTS, VIRUSES OR ANYTHING ELSE HARMFUL, WILL OPERATE UNINTERRUPTED, SECURE OR ERROR FREE, THAT ANY DEFECTS WILL BE CORRECTED OR WILL SATISFY YOUR OPERATIONAL REQUIREMENTS.  FAIRRINGTON MAKES NO REPRESENTATION OR WARRANTY OR GUARANTY WHATSOEVER THAT THE SERVICES, INCLUDING THE SITE, WILL BE OPERATIONAL AT ALL TIMES OR WILL SUIT YOUR BUSINESS NEEDS.  FAIRRINGTON DOES NOT MAKE ANY WARRANTEES OR REPRESENTATIONS REGARDING THE USE OF ANY INFORMATION, CONTENT OR MATERIALS INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SOFTWARE OR THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, RELIABILITY OR OTHERWISE.  CERTAIN STATE LAWS MAY NOT ALLOW LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12.   LIMITATION OF LIABILITY

IN NO EVENT SHALL FAIRRINGTON OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR LOST PROFITS OR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER INCLUDING DAMAGES FOR LOSS OF PROFITS, GOOD WILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FAIRRINGTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO ACCESS OR USE THE SITE OR THE SOFTWARE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SOFTWARE OR THE SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING THE SITE OR THE SOFTWARE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES, THE SITE OR THE SOFTWARE.  WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT THE AGGREGATE LIABILITY OF FAIRRINGTON FOR DAMAGES FROM ANY CAUSE OF ACTION WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE FEES PAID TO FAIRRINGTON BY YOU RELATING TO THE SERVICES AT ISSUE IN THE ACTION.  CERTAIN STATE LAWS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

13.   PRIVACY POLICY

We are committed to protecting your privacy and security and have explained in detail the steps we take to do so.  Please read our Privacy Policy which is available here and is incorporated into these Terms, for more information on the collection and use of information on this Site.

14.   TECHNICAL SUPPORT

Technical support is provided to all authorized accounts by Fairrington on the terms and conditions set forth in the documentation accompanying these Terms.  Currently, technical support may be requested by email or by telephone by contacting your current CSR.  Our maintenance team operates 8:00 AM to 5:00 PM Central Time on weekdays.  Contact information and hours are subject to change.

15.   HARDWARE COMPONENTS

You understand that Fairrington may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Software.  If Hardware Components are included in these Terms, then you understand and agree that all such Hardware Components are provided “as is” and without any warranty of any kind, including warranties of merchantability, fitness for a particular purpose, functionality and non-infringement.  You shall be solely responsible for any loss or damage to the Hardware Components and Fairrington has no obligation to repair or replace any of the Hardware Components.

16.   TRANSMISSIONS

You understand that the technical processing and transmission of the Software, including your data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

17.   COMPLIANCE WITH LAWS

You agree to comply with all laws, regulations, permits, orders and other restrictions to the extent that they are applicable to the procurement and use of the Software, including any embedded third party software, and shall not, directly or indirectly, export or re-export (as defined in the United States Export Administration Regulations) any such software or any information about such software to any country for which the United States government or any agency thereof requires an export license or other governmental approval without first obtaining the same.

18.   GOVERNING LAW AND ARBITRATION

These Terms shall be governed by the laws of the State of Illinois, without giving effect to its conflicts of law principles.  Any dispute, controversy or claim arising out of or in relation to this contract, including the validity, interpretation, construction, performance, and enforcement thereof, shall be settled by binding arbitration in accordance with the JAMS Arbitration Rules & Procedures in effect as of the date hereof (the “Arbitration Rules”), unless you and Fairrington mutually agree upon an alternative service provider, conducted in the Chicago, Illinois metropolitan area.  Any arbitration award may be entered in and enforced by any court having jurisdiction thereof, and the parties hereto hereby irrevocably consent and commit themselves to the jurisdiction of the Northern District of Illinois, at Chicago, for purposes of the enforcement of any arbitration award.  Further, the parties may apply to any court of competent jurisdiction in Cook County, Illinois, U.S.A., for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, without breach of this paragraph and without abridgment of the powers of the arbitrators, and agree that such courts shall have exclusive jurisdiction of any such action. The parties hereby consent to personal jurisdiction in Illinois in connection with any such proceeding.

19.   INJUNCTIVE RELIEF

In the event you breach or threaten breach of these Terms, you acknowledge and agree that we will be greatly and irreparably damaged and the damage will be difficult to quantify.  Therefore, we may apply to any court of competent jurisdiction accepting jurisdiction under this specific provision, who, regardless of the governing law provision above, will apply the laws of its own jurisdiction in determining whether we will be granted an injunctive or other equitable relief to stop your breach or your threat of breach, without impairing, invalidating, negating or voiding our rights to relief in either law or equity.

20.   FORCE MAJEURE

Fairrington shall not be responsible for nonperformance or delay in performance of the terms and conditions herein due to any force majeure, including but not limited to, acts of God, acts of government, wars, civil disturbances, strikes and other labor unrest, accidents in transportation, or any other cause beyond our control.  If Fairrington’s performance is prevented under this section, Fairrington shall immediately inform you of the reason for and extent of the delay.   Likewise, as soon as possible and by most expedient means available, Fairrington shall immediately inform you of the end of the delay in performance.  In case of any such event preventing performance, the terms herein relating to time and performance shall be suspended or extended for the number of days performance is prevented.  However, in the event any delay in performance occurs for more than six (6) months, either party may terminate these Terms upon thirty (30) days written notice to the other party, without further obligation of any kind except for any accrued obligations under these Terms.

21.   OTHER TERMS

These Terms are for the benefit of Fairrington Transportation Corp., our subsidiaries, affiliates and third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

These Terms (including any addendum or amendment to these Terms which is included on our Site or that accompanies any Software or Hardware Components) constitute the entire agreement and understanding between you and Fairrington with respect to the subject matter hereof and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.  These Terms may be modified only by our posting of changes to these Terms on the [Fairrington Portal], and shall inure to the benefit of and be binding upon each party’s successors and permitted assigns.  Headings used in these Terms are intended for the convenience of reference only and shall not affect the construction or interpretation of these Terms.

Our failure to exercise, insist upon or enforce strict performance of any of these Terms shall not be considered a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall modify any of these Terms.

We may assign our rights and duties under these Terms to any party at any time without notice to you.  By taking an assignment, an assignee shall be deemed to have accepted all of the rights and obligations under these Terms.

22.   TERMINATION

We reserve the right in our sole discretion to terminate or restrict your use of all or any part of the Site without notice, for any or no reason, and without liability to you or anyone else.  The provisions of these Terms under the headings Posting of Content, Acceptable Use Policy, Links to Other Web Sites, Intellectual Property, Infringement Policy, Indemnity, Disclaimer of Warranties, Limitation of Liability, Governing Law and Arbitration, Injunctive Relief, Force Majeure and Other Terms shall survive any termination.

23.   CONTACT

Questions about these Terms should be sent to dispatch@fairrington.com or mail_files@fairrington.com.

© 2010, Fairrington Transportation Corporation

All Rights Reserved.  FAIRRINGTON TRANSPORTATION CORPORATION, FAIRRINGTON TRANSPORTATION CORP., FAIRRINGTON TRANSPORTATION, FAIRRINGTON, FAIRRINGTON EASY EXPRESS™, FAIRRINGTON GOLD™, FAIRRINGTON GOLD™ DSMS, VISIMAIL™, OPTIFILE™, and FULL IMPACT LOGISTICSSM, and all related trademarks, service marks, names, logos, designs and slogans are the property of Fairrington Transportation Corporation and its affiliates.