Sign up Terms and Conditions for Use

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE BYC SOFTWARE SERVICES. BY USING THE SOFTWARE SERVICES, THE USER SIGNIFIES ITS ASSENT TO THESE TERMS AND CONDITIONS. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.
SECTION 1. DEFINITIONS “Agreement” means these Terms and Conditions and any addenda attached or incorporated into this Agreement by reference.
“BYC ” shall mean BYC , and shall be understood to include its parent, subsidiaries, affiliated entities and agents.
“BYC Technology,” means BYC ’s proprietary technology, including Software Services, software, software tools, hardware designs, algorithms, software (in source and object forms user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by BYC or BYC licensors) and also including any derivatives, improvements, enhancements or extensions of BYC Technology conceived, reduced to practice, or developed during the term of this Agreement by either party that are not uniquely applicable to User or that have general applicability in the art.
“Services” means any service provided by BYC to the user via the website.
“Software Services” means the services provided by BYC that may be accessed by the User via the application or website.
“Third Party Products/Services” means BYC licensors’ products and/or services which may be provided by BYC to the User for use of the Application.
“User” shall be mean all persons or entities, or their representatives acting on behalf of same, who use the Website for any purpose, and shall include, but not be limited to, customers, clients and vendors.
“Website” shall mean and include all online tools, information and interfaces that comprise the online system accessible through the BYC web portal and www.BYC transportation.com, or the BYC application.

SECTION 2. GRANT OF LICENSE.
2.1 Software Services. Subject to the terms of this Agreement, BYC grants to User a nonexclusive, royalty-free, nontransferable right, to access the Website solely to rate, route, track, record, prepare and/or invoice shipments tendered to BYC by User; and for the User to provide or upload information relating to a shipment, including, but not limited to tracking data, diagrams, pictures, schedules, proof of delivery, proof of pick up, contracts of carriage, bills of lading, and invoices.
2.2 Third Party Products. Subject to the terms of this Agreement, BYC grants to User a nonexclusive, nontransferable right, royalty-free right to use the Third Party Products/Services provided via the Website solely to rate, route, track, record, prepare and invoice shipments tendered to BYC by User and for User to provide or upload information relating to a shipment, including, but not limited to tracking data, diagrams, pictures, schedules, proof of delivery, proof of pick up, contracts of carriage, bills of lading, and invoices. User expressly acknowledges and agrees that BYC ’s licensors for such Third Party Products/Services are intended third-party beneficiaries of this Agreement pertaining to User’s use of the Third Party Products/Services and will have the right to enforce this Agreement directly against User in their own names.
2.3 Restrictions. Except as expressly authorized in this Agreement, User will not cause or permit any third-party access to the Website, or the distribution, disclosure, marketing, rental, leasing or transfer of the Website or Software Services for any dial-up, remote access, interactive or other on-line service. User will use the Website only for lawful purposes and only in accordance with this Agreement. User will comply with all applicable laws and regulations governing User’s use of the Website.
2.4 Use. User agrees to use the Website solely as directed by the online instructions regarding the use of the Website and solely for the purposes as set forth in herein. User shall not use the Website to prepare shipments by or for the benefit of third-party shippers.
2.5 Application of Terms and Conditions. In the event User uses the Website to process shipments tendered to BYC or for which transportation services are to be performed or arranged by BYC , User expressly acknowledges that BYC ’s Standard Terms and Conditions of Service shall apply to such services. User acknowledges that the use of the Website shall be sufficient to constitute the User’s signature, and User’s acceptance of BYC ’s Standard Terms and Conditions, as well as the terms and conditions contained in the applicable transportation agreement, tariff, Standard Conditions, or contracts of carriage under which the shipment is transported. In the event User uses the Website to process such shipments tendered to BYC or for which transportation services are to be performed or arranged by BYC for delivery to locations outside the United States or country of shipment origin, it shall be User’s sole responsibility to ensure the completeness and accuracy of all shipping documentation as may be required for all such shipments. User agrees to defend, indemnify, and hold harmless BYC , its officers, directors, employees, agents and affiliated entities, from and against any and all such losses, damages, suits, claims, and expenses, including attorney’s fees, arising out of User’s failure to provide complete and accurate shipping documentation, including applicable terms and conditions of carriage for such shipments.
2.6 Modification. BYC may modify the Website at any time, for any reason, and without notice to User.
2.7 Termination. BYC may cancel, revoke, or limit, in its sole discretion, for any reason, and without notice, the rights granted hereunder, including the termination of any access to the Website.
3. TITLE; INTELLECTUAL PROPERTY. Except for the rights expressly granted in this Agreement: (a) this Agreement does not transfer from BYC to User any right, title or interest in or to any BYC Technology or any Third Party Products/Services, and all right, title and interest in and to BYC Technology or Third Party Products/Services will remain solely with BYC or BYC ’s licensors; and (b) no license, right or interest in any BYC or BYC Licensor trademark, copyright, trade name or service mark is granted to User. Further, User agrees that it will not, directly or indirectly copy, modify, translate, transmit, distribute, adapt, reproduce, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Website, the Software Services, or any materials owned by BYC or any BYC Licensor.
4. THE WEBSITE ONLINE INTERACTIVE TOOLS.
4.1 Subject to these terms and conditions, User shall be permitted, via the Website, to utilize the Website online interactive tools in order to upload and send messages, information and documents regarding the status of a shipment. BYC may revoke this right and terminate such access at any time, for any reason, and without notice.
4.2 User shall be solely responsible for the content of any such information sent. BYC shall bear no responsibility with regard to the information sent by User using the Website online interactive tools.
4.3 BYC makes no representation as to the confidentiality of User’s information and does not commit to keep such information private or confidential.
4.4 User shall not use the Website online interactive tools to disseminate inflammatory, infringing, obscene or unlawful information. User shall not use the Website online interactive tools to threaten, harass, abuse or commit any unlawful act.
4.5 User shall make no representation that the information is sent by, on behalf of, or upon the advice of, BYC , its agents, affiliated entities, or any employee or personnel associated therewith.
4.6 User agrees to defend, hold harmless, and indemnify BYC , its employees, officers, agents, and affiliated entities, for any claim, suit, damages and expenses, including attorney’s fees, relating to: (a) any breach of the warranties, representations, rights and responsibilities in this Section; and (b) any action or inaction by recipient in response to, or in reliance of, the information sent by User.
5. MEMBER ACCOUNT, PASSWORD AND SECURITY.
5.1 User will receive a password and User ID upon completing the registration process. User is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under your password or account. User agrees to (a) immediately notify BYC of any unauthorized use, or suspected use, of the password or account or any other breach of security, and (b) ensure that User exits from the account at the end of each session.
5.2 By registering for a the Website User ID, User agrees to provide accurate, complete and updated registration information.
5.3 User shall be solely responsible for all charges incurred under User’s User ID, the Website account number and credit card. User may not authorize any third party to process shipments through the Website using User’s Use ID.
5.4 BYC shall not be liable for any loss or damage arising from User’s failure to comply with this Section.
6. GENERAL PRACTICES REGARDING USE AND STORAGE.
6.1 User acknowledges that BYC may establish general practices and limits concerning use of the Website, including without limitation the maximum number of days that User’s information will be retained on the Website, the maximum size of any message that may be sent using the Website, and the maximum disk space that will be allotted on BYC ’s servers on your behalf. User agrees that BYC has no responsibility or liability for the deletion or failure to store any messages or other information maintained or transmitted by the Website. User acknowledges that BYC reserves the right to log off accounts that are inactive for an extended period of time.
6.2 Cookies. BYC reserves the right to store information on User’s computer or device in the form of “cookies” or similar files for the purposes of modifying the site to reflect the User’s preferences regarding the use of the Website.
6.3 Courtesy Rate Quote. User acknowledges that the courtesy rate reflected on the Website, if shown, may differ from the actual charges for User’s shipment. User is responsible for familiarizing itself with the applicable rule and conditions or rate sheets for details on how shipping charges are calculated. User acknowledges that it is solely responsible for the payment of any and all freight and related charges owed to the carrier, even if the actual rate differs from the rate quoted on the Website.
7. INTELLECTUAL PROPERTY INDEMNITY.
User will be responsible for maintaining secure access to the Website and the Software Services as permitted under this Agreement. User will indemnify, defend and hold harmless BYC , its officers, directors, employees, agents and other representatives from and against any and all liability, loss, costs, damages, reasonable attorney fees and other expenses which BYC may sustain or incur arising out of or in connection with any third-party claim related to any breach of User’s obligations under this Agreement. 8. WARRANTY.
8.1 THE WEBSITE AND THE SOFTWARE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND USER’S USE OF THE WEBSITE AND THE SOFTWARE SERVICES ARE AT ITS OWN RISK. BYC DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. BYC DOES NOT WARRANT THAT USER’S USE OF THE WEBSITE AND THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
8.2 BYC DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE INFORMATION USER OBTAINS FROM THE WEBSITE, INCLUDING THE CAPABILITY, CORRECTNESS, ACCURACY, OR RELIABILITY OF THE INFORMATION. USER EXPRESSLY ACKNOWLEDGES THAT BYC SHALL IN NO EVENT BE HELD LIABLE FOR ANY DAMAGES, SUITS OR CLAIMS RELATING TO THE INFORMATION OBTAINED BY USER FROM THE WEBSITE, OR THE USE BY USER OF SUCH INFORMATION. NO ORAL OR WRITTEN REPRESENTATION OR ADVICE GIVEN BY THE WEBSITE OR BYC WILL BE DEEMED TO CREATE SUCH A WARRANTY.
8.3 HYPERLINKS. THE WEBSITE MAY PROVIDE LINKS TO WEBSITES MAINTAINED BY THIRD-PARTIES, WHICH ALLOWS A USER TO LEAVE THE WEBSITE TO ACCESS THIRD-PARTY MATERIAL OR TO INCORPORATE THIRD-PARTY MATERIAL INTO THE WEBSITE PORTAL VIA “INVERSE” HYPERLINKS AND FRAMING TECHNOLOGY (A “LINKED SITE”). BYC ASSUMES NO RESPONSIBILITY FOR THE AVAILABILITY OF SUCH THIRD-PARTY SITES OR FOR THE CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE ON A LINKED SITE AND THE PROVISION OF SUCH A LINK SHALL NOT BE CONSTRUED AS AN ENDORSEMENT, AUTHORIZATION, SPONSORSHIP, OR AFFILIATION WITH RESPECT TO SUCH THIRD-PARTY SITE, ITS CONTENTS, OWNERS OR PROVIDERS.
9. LIMITATION OF LIABILITY.
9.1 IN NO EVENT WILL EITHER BYC OR BYC ’S LICENSORS BE LIABLE IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITE AND THE SOFTWARE SERVICES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER FOUNDED IN TORT, CONTRACT, PRODUCT LIABILITY OR UNDER ANY THEORY OF LAW, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BYC ’S LICENSORS BE LIABLE TO USER OR ANY THIRD PARTY FOR DIRECT DAMAGES HEREUNDER.
9.2 BYC WILL HAVE NO LIABILITY TO USER OR THIRD PARTIES IN CONNECTION WITH THE USE OF THE WEBSITE OR THE SOFTWARE SERVICES. IN ADDITION, USER ACKNOWLEDGES THAT BYC DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM OTHER PORTIONS OF THE INTERNET. ACTIONS OR INACTIONS OF THIRD PARTIES MAY RESULT IN SITUATIONS IN WHICH USER’S CONNECTION TO THE INTERNET, USE OF SOFTWARE SERVICES, OR INFORMATION AND SYSTEMS MAY BE IMPAIRED, DISRUPTED OR DAMAGED. ALTHOUGH BYC WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, BYC CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, BYC DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
10. COPYRIGHT AND TRADEMARK POLICY.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by BYC infringe your copyright, you, or your agent may send to BYC a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon BYC actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send to BYC a counter-notice. All notices and counter notices must meet the then current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details.
We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
The trademarks, service marks and logos (the "Trademarks") used and displayed on this Site are registered and unregistered by BYC and others. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site, without the prior written permission of the Trademark owner. BYC aggressively enforces its intellectual property rights to the fullest extent of the law. The name of BYC , any logos or the other BYC formatives may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior, written permission from BYC .
11. GENERAL PROVISIONS.
11.1 This Agreement, including all rights and licenses, may not be assigned or otherwise transferred by User without BYC ’s prior written consent.
11.2 This Agreement will be governed by and construed in accordance with the laws of the United States and the State of New York without reference to its conflict of laws principles. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the state or federal courts located in New York, New York, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.
11.3 The waiver by either party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to law, that provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions will remain in full force and effect. The parties agree that any rule of construction or interpretation requiring resolution of any ambiguities in this Agreement against the drafting party will not apply in the construction or interpretation of this Agreement. The headings in this Agreement are included for convenience of reference and will not affect or be considered in the interpretation or construction of any provision of this Agreement.
11.5 No provision in this Agreement will be construed to constitute either party as the agent, servant, employee or partner of the other; the parties are independent contractors.