FIVE STAR – TERMS & CONDITIONS
Welcome to Five Star TMS. We’re glad you’re here, and we hope you enjoy everything we have to offer.
Five Star TMS (“Five Star TMS” or “We”), owned and operating as eCapital Freight Factoring, Inc makes its proprietary Five Star TMS Platform software application (the “Software”) available on a software as a service basis. Five Star TMS wishes to provide, and the You wishes to receive software as a service for use in connection with online websites, and mobile device applications.
Please read these Terms carefully because they are a binding Terms between You and Five Star TMS.
These Terms govern your use of the fivestartms.com and any associated links or websites that link to these Terms. You automatically agree to these Terms and to an privacy policy we may adopt simply by using or logging into the Sites. These Terms also govern your use of the Five Star TMS Software to the extent it is used on a mobile device.
Please note that We offer many services other than the Five Start TMS software application. Your use of any product or service other than The Five Star TMS Software provided by Five Star TMS shall be pursuant to a separate manually or digitally-executed Terms.
You
Terms
The following terms and conditions govern all use of the fivestartms.com website (the “Website”) and all content, services, and products available at or through the website. Our Services are offered subject to You’s acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time by Five Star TMS (collectively, the “Terms”). You (agree that we may automatically upgrade our Software or Services, and these terms and conditions will apply to any upgrades. If You resides in the United States, the Terms are with Five Star TMS (US), and if You reside outside of the United States, the Terms are with Five Star TMS (US).
If You does not agree to all the terms and conditions of this Terms, then You may not access or use any of our services. If these terms and conditions are considered an offer by Five Star, acceptance is expressly limited to these terms.
Our Software and Services are not directed to children younger than 13, and access and use of our Software and Services is only offered to users 13 years of age or older. If You are under 13 years old, please do not register to use our Services. Any person who registers as a user or provides their personal information to our Software and Services represents that they are 13 years of age or older.
1. Responsibility of Visitors.
Five Star has not reviewed, and cannot review, all of the material, including computer software, posted to our Software and Services, and cannot therefore be responsible for that material’s content, use or effects. By operating our Software and Services, Five Star does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Our Software and Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Our Software and Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Five Star disclaims any responsibility for any harm resulting from the use by visitors of our Software and Services, or from any downloading by those visitors of content there posted.
2. Copyright Infringement and DMCA Policy.
As Five Star asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If You believe that material located on or linked to by fivestardispatch.com violates Your copyright, You are encouraged to notify Five Star. Five Star will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Five Star will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Five Star or others. In the case of such termination, Five Star will have no obligation to provide a refund of any amounts previously paid to Five Star.
3. License Restrictions
You shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying, technology, ideas or algorithms of the Software or Services; modify, translate, or create derivative works based on the Software or Services; rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Software or Services to any other party; remove any proprietary notices from the Software or Services; publish or disclose to third parties any evaluation of the Software or Services without Five Star’s prior written consent; or create any link to the Software or Services or frame or mirror any content contained on, or accessible from, the Software or Services without Five Star’s prior written consent.
4. Intellectual Property.
These Terms do not transfer from Five Star to You any Five Star or third-party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Five Star or Five Star licensors. Five Star, fivestardispatch.com, the fivestardispatch.com logo, and all other trademarks, service marks, graphics and logos used in connection with fivestardispatch.com or our Services, are trademarks or registered trademarks of Five Star or Five Star’s licensors. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants You no right or license to reproduce or otherwise use any Five Star or third-party trademarks.
5. Changes.
We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will provide You notice by posting on one of our blogs, the Website, or by sending You an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If You disagrees with our changes, then You should stop using our Services within the designated notice period. Your continued use of our Software and Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.
6. Termination.
Five Star may terminate Your access to all or any part of our Software and Services at any time, with or without cause, with or without notice, effective immediately. If You wishes to terminate the Terms, You shalldiscontinue using our Software and Services. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
6. Term and Termination If paid Service
The term of these Terms commences on the earlier of (i) the Activation Date (as defined in the Order Form) or (ii) the date of the first invoice for Fees issued by Five Star (if applicable). These Terms will not terminate unless (i) no earlier than 60 days after the commencement of the initial term of these Terms pursuant to an Order Form, You provides Five Star with 30 days’ notice of termination; or (ii) You fail to comply with the provisions of these Terms; or (ii) Five Star is unable to fulfill its obligations pursuant to these Terms; or Five Star believes that the Software as a service may become the subject of an infringement or misappropriation claim. Upon the expiration of these Terms and/or the relevant Order Form, the Terms will terminate and Five Star will terminate Your ability to use the Software and Services, unless You have signed new Terms by that date. Any termination of the Terms pursuant to these Terms shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Upon termination of the Terms for whatever reason, You will immediately deliver up any materials and any confidential and proprietary information which You have no contractual right to retain.
Should termination result from written notice by You at no fault of Five Star, Five Star will not be obligated to refund any monthly or annual payments or pre-payments made by the You, and You shall pay any outstanding monthly or annual payments agreed to as firm in an Order Form.
7.Disclaimerof
Our Services are provided “as is.” Five Star and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Five Star nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted.
8. Limitation of Liability.
In no event will Five Star, or its suppliers or licensors, be liable with respect to any subject matter of the Terms under any contract, negligence, strict liability or other legal or equitable theory for:
(i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by You to Five Star under theses Terms (including any Order Form) during the twelve (12) month period prior to the cause of action. Five Star shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
9. General Representation and Warranty.
You represents and warrants that (i) Your use of our Software and Services will be in strict accordance with the Five Star TMS Privacy Policy and Manuels, with this Terms, and with all applicable laws and regulations (including without limitation any local laws or regulations in Your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which You resides) and (ii) Your use of our Services will not infringe or misappropriate the intellectual property rights of any third party.
10. Indemnification.
You agree to indemnify and hold harmless Five Star, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of Your use of our Services, Your misappropriation of intellectual property rights, Your misuse of the Software or Services, including but not limited to Your violation of this Terms.
11. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the Guarantor hereby irrevocably attorns to the jurisdiction of the courts of Ontario.
12. Translation.
These Terms of Service were originally written in English (US). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms of Service and the English version, the English version will control.