User Agreement

This Agreement describes the terms and conditions WHICH APPLY To your use of products AND SERVICES OFFERED BY Clearvista Solutions, LLC ("CVS" HEREAFTER).  USE OF THIS WEBSITE (WWW.CVISTA.NET) AND/ OR USE OF ANY COMPUTER SOFTWARE OBTAINED EITHER DIRECTLY OR INDIRECTLY FROM CVS CONFIRMS YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS BELOW.

We may amend this Agreement at any time by posting the amended terms on our site.  The amended terms shall automatically be effective immediately upon posting on our site.  This Agreement was last revised on February 1, 2005.

Definitions. "Software" means the computer software programs, websites, and databases made available by CVS, accessed directly or via a third party website or software program.  Software may reside on (a) your computers or; (b) CVS servers or; (c) third party computers.  "User" means any person or entity accessing the Software.  "Services" shall mean business services offered through or facilitated by use of the Software.  "Service Provider" shall mean any entity providing Services. "Carrier" means a Service Provider that transports property under a contract for delivery to a "Recipient". "Shipper" shall mean the party that pays for the transportation/ carriage of property by a Carrier to the Recipient. "Agent" shall mean any CVS authorized representative offering access to the Software via a third party software program or website.  “Independent Provider” shall mean any Shipper, Carrier, Recipient, Service Provider, or User. 

Eligibility. Services are available only to individuals who can form legally binding contracts under applicable law.  You represent and warrant to CVS that you are a duly authorized representative who has the authority to bind yourself or your company to the terms and conditions of this Agreement.  Without limiting the foregoing, Services are not available to minors.  If you do not qualify, please do not use our Software.  CVS may refuse access to our Software to anyone at any time, at our sole discretion.

Payment.You expressly warrant that you will pay all fees that you incur for using the Software.  CVS and Service Providers may add, delete or change some or all of the Software, Services, and prices charged at any time.   You are responsible for cancelling any Services ordered while using the Software and agree that you will confirm cancellation of services directly with the Service Provider (not CVS).  Failure to confirm cancellation of an ordered Service directly with Service Provider may result in charges that you or your company  will be liable for.  

Authorization to Credit and Debit Accounts. You irrevocably and expressly authorize CVS to credit any monies to the account that you have identified for CVS. You irrevocably and expressly authorize CVS to withhold any monies and/or debit any monies from any account that you have identified to CVS for any charge backs, fees, costs, deductions, adjustments and any other amounts owed to CVS. We reserve our rights to all actions and remedies in connection with any monies owed to CVS. You will indemnify, defend and hold us harmless for any claims, demands or causes of actions that we take toward any identified account pursuant to this Section.

Unpaid Fees. If, for any reason, any fees have not been received or in any manner realized by CVS for Services ordered by you, you agree to pay such Unpaid Fees immediately. You also agree to pay any applicable interest, late payment penalties, attorney fees, and other costs of collection incurred with respect to any Unpaid Fees. You also consent and authorize CVS to in our sole discretion make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

CVS is Only a Venue. Our site acts as the venue for Independent Providers to exchange information and arrange for various business transactions and Services. CVS is not involved in the actual transaction between buyers and sellers nor do we have control over the quality, safety or legality of items transported, the quality of the Services provided in the Software, or the truth or accuracy of the information furnished by Independent Providers.  CVS is an Shipper's agent, which makes arrangements with service providers including but not limited to cargo insurers, Carriers, transportation brokers, and other Service Providers. CVS is neither a transportation broker, Carrier, insurance company, ,freight forwarder, nor an indirect air carrier subject to the Warsaw Convention. The cargo insurance company, not CVS, determines all issues of coverage and claim settlements. As a Shipper’s agent, CVS is neither an insurance company, nor an insurance broker, nor a claims adjustment agency. Because CVS is a venue, in the event that you have a dispute with one or more Independent Providers, you release CVS (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Information.  All information acquired by CVS from Independent Providers or other third party sources is the exclusive property of CVS and CVS retains all rights to this data in accordance with our Privacy Policy , US federal, and  state laws.  Information obtained from Independent Providers (the "Information") is believed to be reliable. However, CVS does not guarantee the timeliness, sequence, accuracy, adequacy, or completeness of such Information. CVS GIVES NO EXPRESS OR IMPLIED WARRANTIES (INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR USE) WITH RESPECT TO THE INFORMATION.

For legal reasons, we cannot nor do we try to control the Information provided by Independent Providers. By its very nature, Information may be inaccurate, and in some cases will require Independent Providers to audit the accuracy of such information and reconcile any differences with each other. Neither CVS nor any Agent shall be liable in any way, and you agree to indemnify and hold harmless CVS, it's Agents, and Independent Providers for (1) any inaccuracy, error, or delay in, or omission of (a) any Information, or (b) the transmission or delivery of Information; (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay, or omission, (b) non-performance, (c) interruption of Information due either to any negligent act or omission by CVS, its Agents, or Independent Provider or to any "force majeure" (i.e. flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction) or any other cause beyond the reasonable control of CVS or it's suppliers.

Your Information. You are solely responsible for Information you provide to CVS ("Your Information"), and we act as a passive conduit for the distribution and publication of Your Information. However, we may take any action with respect to Your Information we deem necessary or appropriate at our sole discretion if we believe it may create liability for CVS. Your Information (a) shall not be fraudulent or involve the transportation of illegal, counterfeit, or stolen items; (b) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, national security, anti-discrimination or false advertising); (d) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) shall not be obscene or contain child pornography or, is otherwise harmful to minors, (f) shall not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (g) shall not link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement, (h)shall not be used in an attempt to acquire information from CVS with the intention of using such information either directly or indirectly in a manner that does not inure to the benefit of CVS.  

Shipper Warranties. Shipper expressly warrants the following:
(1) Shipper is either the owner or the authorized agent of the owner of the property to which a shipment relates.
(2) Shipper is authorized to accept the terms and conditions of this Agreement not only for itself, but also as agent for or on behalf of all other persons whomsoever may be interested in the property shipped.
(3) Each shipment insured through the Software is subject to the following terms and conditions: (a) Insured shipments will be adequately prepared, packed, sealed and labeled and that shipments are warranted free of coverage (no insurance coverage) for loss or damage resulting from improper preparation, packing, sealing or labeling of the subject shipment. (b) Any insurance coverage arranged through the Software shall not commence until the Carrier issues valid written or electronic evidence of shipment acceptance. A confirmation number issued by the Software shall not constitute such evidence of shipment acceptance by the Carrier. (c) Shipper will declare an accurate fair market value for any shipment that will be insured. Under no circumstances will arranged insurance be responsible for payment of a claim exceeding the declared value. In the event the actual shipment value is understated, the maximum amount paid for a claim shall be for loss up to, but not exceeding, the declared value. Under no circumstances shall the arranged insurance be responsible for values exceeding maximum coverage limits under the insurance policy. (d) Shipper expressly warrants that no claim for loss or damage shall be valid unless the required physical evidence of tampering, damage, invasion or penetration of the shipping container has been noted in writing on the receiving documents by both the Recipient and the delivery Carrier. This warranty does not apply to loss of shipments in transit. (e) Any shipment with a declared value over $ 250 shall not display the product or commodity description nor declaration of value on any external shipping documents, including but not limited to labels, waybills, box markings, etc., except as required on international shipments where regulatory procedures require such information. (f) Any value declared to a Carrier shall be deducted from the limit of insurance arranged by the Software. (g) All lawsuits involving issues relating to the payment of claims for loss or damage to Shipper property, or with respect to insurance coverage, shall be directed to the cargo insurance company and Carrier only, not CVS or it's Agents.
(4) Shipper will assume full liability for all Services ordered from Service Providers and will issue payment in accordance with the billing terms established with CVS. Shipper and Recipient shall be liable, jointly and severally, for any unpaid shipping charges, costs, fines or penalties incurred by CVS resulting from Services ordered by Shipper.
(5) Neither CVS nor its Agents assume any responsibility whatsoever for collection and return of the payment instrument for C.O.D. shipments. Any and all issues relative to the performance of C.O.D. instructions shall be directed solely to the Carrier.
(6) CVS is granted a general lien on settled cargo claims for application to shipper’s unpaid service account. Unless within thirty days of receiving written notice of lien from CVS, shipper posts cash or letters of credit at site, guaranteeing payment of monies owed, plus all storage charges accrued or to be accrued, CVS shall have the right to sell such shipment at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to the shipper.
(7) Shipper agrees to all terms, conditions, and limitations in accordance with each Carrier's waybill, bill of lading, or label (collectively "Shipping Documentation") and any applicable tariff, Service Guide or Standard Conditions of Carriage published by Carrier. If there is a conflict between the Shipping Documentation and any transportation agreement, Carrier tariff, Service Guide, Standard Conditions of Carriage, or this Agreement, (collectively "Carrier Agreements"), then the terms and conditions specified in the Carrier Agreements will govern the shipment in order of priority listed. In all cases, the terms and conditions governing a shipment shall be with the Carrier authorized by CVS to provide the Service. Shipper may request a copy of Carrier Agreements by contacting Carrier directly or going to carrier website.
(8) Shipper will, at Shipper's sole expense, fully comply with all terms and conditions and any instructions or requests issued by Carrier and Customs agencies for international carriage (which may be amended or modified from time to time at Carrier's sole discretion).
(9) Shipper agrees that the name of the person entered into the Software for a shipment and printed on the shipment's Shipping Documentation shall be sufficient to constitute the Shipper's legal signature and acceptance of associated Carrier Agreements.
(10) CVS may delete shipment transaction data after a period of 90 days at it's sole discretion. CVS will not delete carrier accounts, personal configurations, or personal address books unless Shipper account has been inactive for 12 months.
(11) Shipper understands and agrees that rate quotes are only estimates and that actual shipping charges may be different due to factors such as Carrier adjustments to actual weight, dimensions, or shipping information.

License. Solely to enable CVS to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. CVS will only use Your Information in accordance with our Privacy Policy.

System Integrity. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the CVS site or the Software. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password to any third party or use your password for any unauthorized purpose.

Breach. We may immediately issue a warning, suspend, or terminate your access to this site if you breach this Agreement or if we are unable to verify or authenticate any information you provide to us.

Privacy. Our privacy policy is available at http://www.cvista.net/content/privacy.htm and are incorporated herein by reference.

No Warranty. CVS, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OUR AGENTS, AND OUR SUPPLIERS PROVIDE OUR SOFTWARE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OUR AGENTS, AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.  

Limit of Liability. IN NO EVENT SHALL CVS, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OUR AGENTS, OR OUR SUPPLIERS BE LIABLE FOR PROPERTY OR CARGO LOSS, DAMAGE OR THEFT, CLAIMS AGAINST AND DISPUTES WITH SERVICE PROVIDERS, LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SOFTWARE, THE SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).  CVS' LIABILITY, AND THE LIABILITY OF OUR AGENTS TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO  $100. 

General Compliance with Laws. You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use the Software and Services.

No Agency. You and CVS are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement or use of the Software or Services.

Notices. Except as explicitly stated otherwise, notices shall be given by email to support@cvista.net (in the case of CVS) or to the email address you provide to CVS.  Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address you have provided to CVS.  In such case, notice shall be deemed given 3 days after the date of mailing.

Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Carson City, Nevada and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or CVS may seek any interim or preliminary relief from a court of competent jurisdiction in Carson City, Nevada as necessary to protect the rights or property of you or CVS pending the completion of arbitration.

General. This Agreement shall be governed in all respects by the laws of the State of Nevada as such laws are applied to agreements entered into and to be performed entirely within Nevada.  We do not guarantee continuous, uninterrupted or secure access to our Software, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

Assent. Your use of the Software signifies your assent to this User Agreement. We reserve the right, at our discretion, to, modify, add, or remove portions of this statement at any time. Please check this page periodically for changes.
System response may vary due to shipping volumes, internet traffic, system performance, and other factors.
Copyright © 2005  ClearVista Solutions, LLC.  All rights reserved. User Agreement. Privacy Statement.