EFFECTIVE 3/01/2024:
X3P Logistics & Marketing, LLC (“X3P”) welcomes you to its website (“Site”). These Site Terms and Conditions (together with the Privacy Policy, the “Agreement”) constitute a legally binding agreement between X3P and you, whether personally or on behalf of an entity you represent (“you”). By accessing or using the Site, you acknowledge that you have read, understand, and agree to be bound by the Agreement, which govern how X3P collects and shares personal information and data you provide to X3P through the Site.
I. USE OF SITE
To access the Site or the resources it offers, you may be asked to provide certain information. As a condition of your use of the Site, you represent that all information that you provide on the Site is correct and complete. If X3P reasonably believes that the information you have provided is not correct, current or complete, X3P may suspend or deny you access to the Site or any of its resources.
II. PROHIBITED USE OF THE SITE
You may only use the Site for purposes expressly permitted by the Agreement. As a condition of your use of the Site, you represent to X3P that (a) you will not use the Site for any purpose that is unlawful or prohibited by the Agreement; (b) you will not and may not authorize any other person to (i) co-brand the Site, (ii) frame the Site, or (iii) use the Site for any commercial purpose without the prior written consent of X3P, in its sole discretion. For purposes of the Agreement, “co-branding” means to display a name, logo, or trademark in such a manner that is reasonably likely to suggest that a party has the right to display, publish or distribute the Site or content accessible from or within the Site. In addition, you may not use the Site in any manner that could disable, overburden, damage or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials, content or information through any means not intentionally made available or provided for through the Site.
III. INTELLECTUAL PROPERTY
Trademarks, service marks, logos and copyrighted works (including the collection and arrangement of content) that appear on the Site are the property of X3P or the party that provided the trademarks, services marks, logos or copyrighted works to X3P. X3P does not grant to you any express or implied right to any patents, trademarks, copyrights or trade secrets. By using the Site, you waive any claim against X3P and its affiliates, managers, members, officers, directors, employees, agents, sponsors, third-party content providers, licensors, licensees, representatives, successors and assigns (the “X3P Parties”) for intellectual property infringement.
IV. HYPERLINKING/LINKED SITES
The Site may provide a link to other websites that allow you to leave the Site to access third-party material (“Linked Site”). Certain areas of the Site may allow you to interact or conduct transactions with Linked Sites, and, in certain situations, you may be transferred to a Linked Site through a link, but it may appear that you are still on the Site. X3P has no affiliation with any Linked Site, and X3P has not reviewed and is not responsible for the content of any Linked Site. The presence of a link to a Linked Site on the Site does not represent an endorsement, authorization, sponsorship or affiliation by X3P with respect to such Linked Site or its owners or providers. Access to any Linked Site shall be at your own risk. X3P makes no representation or warranty and expressly disclaims any and all liability regarding the content or your use of any Linked Site.
V. INTERNATIONAL ACCESS; SANCTIONS & EXPORT POLICY
The Site is only intended for use by residents of the United States. However, the Site may be accessible from countries other than the United States. Any such access does not imply that X3P’s services are or will be made available outside of the United States. If you access and use the Site from outside of the United States, you are responsible for compliance with all applicable laws and regulations.
VI. DISCLAIMER OF WARRANTY
By accessing or using the Site, you expressly acknowledge and agree that you assume all risk associated therewith. Neither X3P nor any X3P Parties make any representations or warranties, express or implied, (a) that the Site will be uninterrupted or error-free; (b) regarding the results that may be obtained from use of the Site or (c) regarding the accuracy, completeness, reliability or security of the materials located on the Site. Accordingly, the Site and the information, content and materials on the Site are provided on an “as is,” “where is,” and “where available” basis. X3P makes no representations or warranties and expressly disclaims all warranties of any kind, express or implied, to the fullest extent permissible under applicable law, with respect to the operation of the Site, any of the materials, content, or information on the Site or your use of the Site, including warranties of merchantability, accuracy of information, quality, title, fitness for a particular purpose, and non-infringement. You, and on behalf of your agents, attorneys, employees, predecessors-in-interest, successors-in-interest, partners, associates, members, officers, directors, affiliates, subsidiaries, associations, shareholders, trusts, trustees, heirs, executors, assigns, and transferees, hereby fully release, discharge, waive, and absolutely forgive X3P and the X3P Parties , from any and all claims or liabilities in connection with any lawsuits, demands, controversies, disputes, actions, causes of action, rights to accountings, fees, invoices, billings, proceedings, obligations, debts, liabilities, costs, disbursements, expenses, attorneys’ fees and expenses, damages and other claims of whatever character, nature and kind, in law or in equity, past, present or future, known or unknown, joint or several, arising from or relating to your use of the Site and/or any works obtained therefrom (collectively, “Claim”). Accordingly, you agree not to bring any action against X3P or any of the X3P Parties with respect to any Claim.
You understand that X3P cannot and does not guarantee or warrant that files available on the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output and for maintaining a means external to the Site for any reconstruction of any lost data. X3P does not assume any responsibility or risk for your use of the Internet.
VII. LIMITATION OF LIABILITIES
In no event will X3P or any of the X3P Parties be liable for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including lost data, revenue or income, pain and suffering, emotional distress or similar damages, even if X3P has been advised of the possibility of such damages.
The foregoing limitation applies to claims based on warranty, contract, tort (including negligence), liability or any other legal theory. Some jurisdictions do not allow limiting liability for certain damages. In such jurisdictions, X3P’s liability shall be limited to the extent permitted by applicable law. In no event will the collective liability of X3P and the X3P Parties (regardless of the form of action, whether in contract, tort, or otherwise) exceed the greater of the amount you have paid to X3P for the applicable services out of which the liability arose.
VIII. INDEMNIFICATION
You agree to indemnify, defend, and hold X3P and the X3P Parties harmless from and against all claims and expenses, including, without limitation, reasonable attorneys’ fees, arising out of, or related in any way, to User-Submitted Content (as defined in Sec. IX), use of the Site, violation of the Agreement, violation of any law or regulation, or violation of any proprietary or privacy right. Your indemnification includes, without limitation, defense and indemnification of X3P and the X3P Parties for any unlawful or unpermitted uploading of any information by a user. This indemnification shall survive any termination, suspension or cessation of your use of the Site.
VIII. SUBMISSIONS, REVIEWS, COMMENTS, AND OTHER SUBMITTED CONTENT
You may be able to post reviews, comments, photos, videos, or other content and submit suggestions, ideas, questions or other material or information (collectively, “User-Submitted Content”) to the Site so long as the User-Submitted Content complies with the restrictions and guidelines provided in this section. All User-Submitted Content whether publicly posted or privately transmitted, is the sole responsibility of the person from which such user content originated. This means that you, and not X3P, are entirely responsible for all User-Submitted Content that you upload, post, e-mail, or otherwise transmit to or through the Site.
By submitting any User-Submitted Content, you represent and warrant to X3P that:
You further agree, represent and warrant that you will not submit any User-Submitted Content:
X3P reserves the right, but does not have the obligation, to monitor and edit or remove User-Submitted Content. X3P takes no responsibility and assumes no liability for any User-Submitted Content posted by you or any third party.
If you do post or submit User-Submitted Content, you grant X3P a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such User-Submitted Content throughout the world in any media for any purpose including, without limitation, commercial marketing, compliance with laws and requests by governmental or regulatory agencies, and to protect or defend X3P’s rights or property. You also grant X3P and its sublicensees the right to use the name that you submit in connection with such User-Submitted Content.
IX. CONSENT TO ELECTRONIC COMMUNICATION
You consent to receive electronic communications from X3P and agree that X3P may communicate with you by chat, email, or by posting a notice on the Site. You agree that X3P may treat specific actions by you (such as checking boxes to receive email updates, sending an email directly or through the Site, providing an email address in a chat conversation, or leaving a telephone message with an email address for customer service) as a request that X3P communicate personal or financial information with you by unencrypted email. You acknowledge and agree that unencrypted email sent over the Internet is not secure and may be read by others, and you agree that when you request that X3P send you email, you are authorizing X3P to transmit and disclose your information (including your personal or information) in an unencrypted manner. You further acknowledge that emails sent with this information are not stored in a secure manner. Your options, including your right to opt-out of receiving certain kinds of emails from X3P, are further described in our Privacy Notice.
X. TERM AND TERMINATION
X3P reserves the right to terminate your access to all or any portion of the Site at any time, without notice, for any reason whatsoever. X3P also reserves the right, at all times, to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion. X3P reserves the right to seek all remedies available at law and in equity for any violation of the Agreement. Sections VI–XVIII shall survive the termination of the Agreement.
XII. NO AGENCY OR THIRD-PARTY BENEFICIARY
You agree that no agency, partnership, joint venture, employee-employer, or franchiser- franchisee relationship exists as a result of the Agreement or your use of the Site. You acknowledge that you do not have authority or power to bind X3P. In no event shall X3P be liable for any representation, act, or omission made by you. You further agree that nothing in the Agreement is intended, or shall be construed, as creating any rights in third parties.
XIII. CONTROLLING LAW, JURISDICTION AND INTERNATIONAL USERS
The Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Michigan, without reference to conflict of laws principles. You specifically consent to personal jurisdiction in Michigan in connection with any dispute between you and X3P arising out of the Agreement, use of the Site, or pertaining to the subject matter hereof. You agree that the exclusive venue for any dispute between X3P and you arising out of the Agreement or your use of the Site will be in the state and federal courts in Oakland County, Michigan or the United States District Court for the Eastern District of Michigan, respectively.
X3P makes no representation that the materials on the Site are appropriate or available for use outside the United States. The Site is for residents of the United States only. The Site is not intended for use by, or to provide any information to, users outside of the United States. X3P reserves the right to require proof of residence from any user accessing the Site and requesting information. You agree to comply with all applicable laws and regulations in connection with your use of the Site.
XIV. ENTIRE AGREEMENT, SEVERABILITY, AND WAIVER
The Agreement constitutes the entire agreement between X3P and you with respect to the Site and supersedes all prior or contemporaneous understandings, communications and proposals, whether electronic, oral, or written, between you and X3P with respect to the Site. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of the Agreement shall continue in full force and effect. Any failure by X3P to enforce any provision of the Agreement shall not constitute a waiver of any rights under such provision or any other provision of the Agreement.
XV. MODIFICATIONS TO AGREEMENT
X3P may revise the Agreement at any time, and you agree to be bound by the revised Agreement. Any such modifications will become effective upon the date they are first posted to the Site. You agree that it is your responsibility to return to the Agreement from time to time to review the most current Agreement. X3P does not, and will not, assume any obligation to notify you of changes to the Agreement.
You agree to be bound by any affirmation, assent, or agreement that you transmit through the Site, including, without limitation, any consent that you give to receive communications from X3P solely through electronic transmission. You agree that by using the Site, your agreement or consent to the terms of the Agreement are legally binding and enforceable.
XVI. VIOLATION OF TERMS OF USE
Any use of the Site in violation of the terms of the Agreement may result in, among other actions, termination or suspension of your rights to use the Site. X3P shall , in its sole discretion, determine whether any User-Submitted Content violates the Agreement.
XVII. SECURITY
You are prohibited from using any services or facilities that compromise security of or tamper with system resources or accounts related to the Site. The use or distribution of tools designed to compromise security (including, without limitation, password guessing programs, cracking tools or network probing tools) are strictly prohibited. If you violate system security, X3P reserves the right to disclose your information to system administrators at other sites to assist in resolving security incidents. X3P reserves the right to investigate suspected violations of the Agreement. X3P reserves the right to fully cooperate with any law enforcement authorities or court orders requesting or directing X3P to disclose the identity of anyone posting, publishing or otherwise making available any materials that X3P believes violate the Agreement. BY USING THE SITE, YOU WAIVE AND HOLD X3P AND THE X3P PARTIES HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY X3P DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER X3P OR LAW ENFORCEMENT AUTHORITIES.
XVIII. MISCELLANEOUS
A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Notwithstanding the foregoing, any additional terms of use on the Site will govern the items to which they pertain.