Legal
Last updated: January 2024
1. Introduction
These Terms and Conditions (“Terms”) govern your access to and use of the Emerger.ai website (emerger.ai) and the Emerger cloud logistics platform and related services (collectively, the “Services”) provided by Emerger.ai (“Emerger”, “we”, “us”, or “our”).
By accessing our website or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not access or use our website or Services.
If you are accessing or using our Services on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and these Terms will apply to that organisation.
These Terms should be read together with our Privacy Policy, which explains how we collect, use and protect personal information.
2. Definitions
In these Terms, the following definitions apply:
“Customer” means an organisation that has entered into a separate agreement with Emerger for access to the Emerger platform.
“Platform” means the Emerger cloud-based logistics management software and all related features, functionality, updates and documentation.
“User” means an individual who is authorised by a Customer to access and use the Platform under the Customer’s agreement with Emerger.
“Authorised User” has the same meaning as User.
“Content” means data, information, materials and content submitted to, uploaded to, or generated by use of the Platform.
“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks, business names, domain names, rights in designs, database rights, rights in know-how, and all other intellectual property rights, whether registered or unregistered.
“Services” means the Platform, the website, and any related consulting or connectivity services provided by Emerger.
3. Access and Account
Access to the Emerger Platform is provided to Customers under a separate commercial agreement. If you are an Authorised User, your right to access and use the Platform is subject to the terms of your organisation’s agreement with Emerger, as well as these Terms.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify Emerger immediately if you become aware of any unauthorised use of your account or any other security incident.
You must not share your account credentials with any other person or allow any other person to access the Platform using your credentials. You must not attempt to access the accounts of other users or any part of the Platform to which you are not authorised to access.
Emerger reserves the right to suspend or terminate access to any account where we have reasonable grounds to believe that the account is being used in breach of these Terms or in a manner that poses a security risk to the Platform or other users.
4. Acceptable Use
You agree to use the Platform and website only for lawful purposes and in accordance with these Terms. You agree not to:
Use the Platform or website in any way that violates applicable local, national or international law or regulation.
Attempt to gain unauthorised access to any part of the Platform, other user accounts, computer systems or networks connected to the Platform.
Introduce any virus, Trojan horse, worm, logic bomb, or other harmful material into the Platform or website.
Engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which we determine may harm Emerger or users of the Platform.
Use automated means, including spiders, robots, crawlers or scrapers, to access the Platform or website without our express written permission.
Reverse engineer, decompile, disassemble or attempt to derive the source code of the Platform.
Copy, reproduce, distribute or create derivative works from any part of the Platform or website without our prior written consent.
Use the Platform to process personal data in a manner that is inconsistent with applicable data protection law.
Use the Platform to store or transmit any material that is unlawful, harmful, offensive, threatening, defamatory, harassing or discriminatory.
5. Intellectual Property
Emerger and its licensors own all Intellectual Property Rights in the Platform, our website, and all related technology, software, documentation, and materials. Nothing in these Terms transfers any Intellectual Property Rights in the Platform to you.
Subject to the terms of the applicable customer agreement, Emerger grants Customers and their Authorised Users a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the Customer’s internal logistics management purposes.
You retain ownership of any Content you submit to the Platform. By submitting Content to the Platform, you grant Emerger a limited licence to process, store and use that Content solely to provide the Services to you. Emerger does not use Customer Content for any other purpose.
The Emerger name, logo and all related marks are trade marks of Emerger.ai. Nothing in these Terms grants you any right to use any Emerger trade mark, service mark or logo without our prior written consent.
6. Confidentiality
Each party (Emerger and the Customer) may have access to confidential information of the other party in connection with the Services. Each party agrees to keep the other party’s confidential information strictly confidential and not to disclose it to any third party without the other party’s prior written consent, except where disclosure is required by law or regulation.
Authorised Users must treat all information relating to the Platform, including its features, functionality, pricing and technical details, as confidential. Emerger treats all Customer Content and operational data submitted to the Platform as confidential.
The confidentiality obligations in this clause do not apply to information that is or becomes publicly known through no act or omission of the receiving party, or that is independently developed by the receiving party without reference to the disclosing party’s confidential information.
7. Privacy and Data Protection
Emerger processes personal data in accordance with our Privacy Policy, which is incorporated into these Terms by reference.
Where Emerger processes personal data on behalf of a Customer as a data processor, such processing is governed by the applicable data processing agreement between Emerger and the Customer. The Customer, as data controller, is responsible for ensuring that it has a lawful basis for processing personal data within the Platform and for fulfilling its obligations under applicable data protection law.
Emerger will take appropriate technical and organisational measures to protect personal data processed within the Platform against unauthorised access, disclosure, alteration or loss, as further described in our Privacy Policy and applicable data processing agreements.
8. Service Availability
Emerger will take reasonable steps to ensure that the Platform is available and functional. However, we do not guarantee that the Platform will be available at all times or free from errors or interruptions. Planned maintenance, updates, and circumstances beyond our control may result in temporary unavailability of the Platform.
Emerger reserves the right to modify, suspend or discontinue any part of the Services at any time. Where we make material changes to the Services that affect existing Customers, we will endeavour to provide reasonable notice.
Emerger does not warrant that the Platform will meet your specific requirements or that it will operate error-free. We will provide the Platform “as is” subject to the terms of the applicable customer agreement.
9. Limitation of Liability
To the fullest extent permitted by applicable law, Emerger shall not be liable for any indirect, incidental, special, consequential or punitive damages arising from or related to your use of the Platform or website, including but not limited to loss of revenue, loss of data, loss of business, or loss of opportunity.
Emerger’s total aggregate liability to you arising from or related to these Terms or your use of the Services shall not exceed the amount paid by you (or the Customer on your behalf) to Emerger in the twelve months preceding the event giving rise to the claim, or such other amount as is specified in the applicable customer agreement.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
These limitations apply to the maximum extent permitted by applicable law and apply regardless of the form of action, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
10. Indemnification
You agree to indemnify, defend and hold harmless Emerger, its officers, directors, employees, agents and licensors from and against any claims, damages, losses, costs and expenses (including reasonable legal fees) arising from:
Your use of the Platform or website in breach of these Terms.
Your violation of any applicable law, regulation or third party right.
Content you submit to the Platform that infringes the Intellectual Property Rights or other rights of any third party.
Any misrepresentation made by you in connection with your use of the Services.
Emerger reserves the right to assume exclusive control of the defence of any matter subject to indemnification by you, in which case you agree to cooperate with Emerger in asserting any available defences.
11. Termination
These Terms remain in effect for as long as you access or use our website or Services, or until terminated in accordance with these Terms.
Emerger may suspend or terminate your access to the Platform immediately, without prior notice, where:
You breach any provision of these Terms.
Emerger is required to do so by law.
We determine that your use of the Services poses a security risk or may cause harm to the Platform, other users, or Emerger.
The applicable customer agreement is terminated or expires.
Upon termination of access, your right to use the Platform will cease immediately. Provisions of these Terms that by their nature should survive termination will continue in force, including confidentiality obligations, intellectual property provisions, and limitation of liability.
12. Governing Law
These Terms are governed by and construed in accordance with applicable law. The specific governing law will be specified in the applicable customer agreement for Platform customers.
For visitors to our website who are not Platform customers, these Terms shall be governed by the laws of the jurisdiction in which Emerger operates.
Any disputes arising from or related to these Terms shall be subject to the exclusive jurisdiction of the courts of the applicable jurisdiction.
13. Changes to These Terms
Emerger reserves the right to modify these Terms at any time. When we make changes, we will update the “Last Updated” date at the top of this page. Material changes will be notified to existing Platform customers in accordance with the applicable customer agreement.
Your continued use of our website or Services after changes are posted constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using our website and Services.
We encourage you to review these Terms periodically to stay informed of any changes.
14. General
These Terms, together with our Privacy Policy and any applicable customer agreement, constitute the entire agreement between you and Emerger regarding your use of the Services, and supersede all prior agreements and understandings.
If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will continue in full force and effect.
Emerger’s failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
You may not assign or transfer your rights under these Terms without Emerger’s prior written consent. Emerger may assign its rights and obligations under these Terms without restriction.
These Terms do not create any partnership, joint venture, employment or agency relationship between you and Emerger.
15. Contact
If you have questions about these Terms or wish to contact Emerger in relation to any matter covered by these Terms, please use the contact form on our website.
We will aim to respond to all enquiries promptly and in accordance with our obligations under applicable law.