1.1. Credentials. ClearJet shall provide API credentials (the “Credentials”) to Customer designated shipping vendor (“Shipping Vendor”) for Shipping Vendor’s use in working with ClearJet services.
1.2. Rates. ClearJet shall provide rate cards to Customer (“Rates”) for the services agreed upon. Rates will fluctuate based on the customers pickup address and final mile carrier injection location. Rates are subject to change with notice to the Customer.
1.3. Services. Include sortation, overpack air packaging, TSA clearance, ground cartage, air cartage, visibility tracking, & B2B customer support. Final mile National/Regional carrier services resale (when applicable).
1.4. Billing. ClearJet will invoice Rates due on a weekly basis. “Rates” means total Rates, (a) 3.0% payment card processing fees if Customer chooses credit card, ACH has no processing fees; (b) all applicable taxes, duties, and other fees to be paid to governmental agencies in connection with the Shipments. (c) all refunds, credits, will be credited on each invoice back to the Customer.
1.5. Packages. Customer will provide pre-labeled parcel packages consolidated in gaylord or similar format for bulk transit. The format and content of all transport information to be exchanged in connection with this Agreement, and the timing of such exchange, shall be as mutually agreed to by the Parties.
1.6. Payment; Reporting. Customer shall pay all invoices within one (1) week from the invoice date. Invoices will be accompanied by a statement indicating, with reasonable detail, the manner and method of calculating said payment.
1.7. Disputes. Should any dispute occur regarding payments to be made under this Agreement, the Parties agree to use good faith efforts to resolve such dispute, including (without limitation) providing the other Party with all relevant, supporting documentation. All non-disputed amounts shall be paid on time or receive a 3.0% late fee.
2.1. Term. The term of this Agreement will commence on the Effective Date and will continue for a period of one (1) year (the “Initial Term”), and thereafter will automatically renew for successive one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either Party delivers to the other Party written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
2.2. Termination. Notwithstanding the foregoing or anything else in this Agreement to the contrary, either Party may terminate this Agreement at any time if the other Party is in breach of any material representation, obligation or covenant contained herein, which breach (if curable) is not cured within thirty (30) days (15 days for non-payment of monies) of receipt of written notice from the other or if ClearJet determines, in its reasonable commercial discretion is unlawful or otherwise objectionable or violates any third party’s intellectual property rights.
2.3. Failure to Pay. Failure on the part of the Customer to tender payments for Services in a timely manner shall result in the accrual of interest on any outstanding balances at a rate of 1.5% per month. In the event of more than two (2) times of failure on the part of the Customer to tender prompt payment, ClearJet reserves the right to immediately suspend Services until such time as appropriate payment is made, including payment fees and interest is paid in full. Any grievance on the part of the Customer as it relates to any specific invoice must be filed in writing to ClearJet within thirty (30) days of the date of the invoice to which Customer agrees to pay invoices as submitted without deduction or hold back.
2.4. Lien. The following terms will be binding to the extent that it is allowed by the applicable laws.
2.5. Effect of Termination. Upon the effective date of termination of this Agreement, (a) all licenses and rights granted hereunder shall immediately terminate, (b) each Party shall return, or destroy if requested by the other Party, all Confidential Information of the other Party in its possession or control, and (c) Parties shall promptly pay all outstanding Revenue Share up through the effective date of termination.
3.1. Confidential Information. By virtue of this Agreement, either Party may have access to Confidential Information of the other Party. The term “Confidential Information” means all non-public information provided by a Party to the other Party that is identified as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure, including, without limitation, any trade secrets, the terms of this Agreement, and information about either Party’s business, customers, technology, products and/or services. For clarity, all information relating to Customer’s customers shall be the Confidential Information of Customer without the need to identify it as such.
3.2. Use & Disclosure. The receiving Party may only use Confidential Information to fulfill its express obligations under this Agreement. The receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information and shall not disclose any Confidential Information to any third party. The receiving Party may disclose Confidential Information: (a) to its employees, contractors, subcontractors, representatives, accountants, auditors, investors, or legal advisors, provided that the foregoing have a genuine need to know and are bound to maintain the confidentiality of such information; and (b) if, and only to the extent, required by law or to satisfy governmental regulatory requirements, in which case the Party seeking to make such disclosure shall notify the other Party of its intent to make such disclosure, and, to the maximum extent available, such Party shall seek protective treatment for the Confidential Information required to be disclosed.
4.1. Mutual. Each Party represents and warrants to the other Party that:
4.2. ClearJet Representations & Warranties. ClearJet represents and warrants to Customer that ClearJet’s performance pursuant to this Agreement and the rights herein granted to Customer do not and will not conflict with or result in a breach or violation of any agreement to which ClearJet is a party, and ClearJet will not enter into a contract or accept an obligation inconsistent or incompatible with ClearJet’s obligations under this Agreement.
4.3. Disclaimer. except for the express warranties set forth above, neither party makes any warranties, whether express, implied or statutory in connection with this agreement, including any implied warranties of merchantability, fitness for a particular purpose, title and noninfringement of third party rights. accordingly, each party here-by disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy and title.
5.1. By ClearJet. ClearJet hereby agrees to indemnify, hold harmless and defend Customer, its shareholders, directors, officers, employees and agents from and against any action, claim, or damage, including reasonable costs and attorney’s fees, asserted by any third party, arising out of or relating to: (a) grossly negligent acts or omissions of ClearJet or its employees; (b) ClearJet’s failure to fully and timely pay Carrier; and/or (c) ClearJet’s breach of Section 4, 5.1 or 5.2.
5.2. By Customer. Customer agrees to indemnify, hold harmless and defend ClearJet, its shareholders, directors, officers, employees and agents from and against any action, claim, or damage relating to: (a) grossly negligent acts or omissions of Customer or its employees; and/or (b) Customer’s breach of Section 4 or 5.1.
5.3. Procedure. An indemnified Party shall (a) permit the indemnifying Party to defend or settle any such action or claim, provided, however that (i) the indemnifying Party shall not enter into any settlement agreement that would result in any admission by the indemnified Party or payment by the indemnified Party without the indemnified Party’s prior written consent, and (ii) the indemnified Party may, at its election, participate in the defense of such action or claim through separate counsel at its own expense, and (b) provide the indemnifying Party all reasonable assistance (at the expense of the indemnifying Party) in connection with the defense or settlement of any such action or claim.
6.1. Except for a party’s breach of section 4 (confidentiality), or a party’s indemnification obligations pursuant to section 6 (indemnification), under no circumstances shall either party be liable to the other, or any third party, for any indirect, incidental, consequential, or punitive damages arising out of or relating to this agreement. except for a party’s breach of section 4 (confidentiality), or a party’s indemnification obligations pursuant to section 6 (indemnification), in no event shall either party’s liability under this agreement exceed the greater of: (a) the total of all discount revenue resulting from this agreement; or (b) one million dollars ($1,000,000 usd).
7.1. ClearJet shall maintain insurance for the duration of this Agreement, including errors & omissions insurance, with respect to its activities and which are consistent with normal business practices of prudent companies similar situated to ClearJet.
8.1. Joint and Several Liability. The parties agree that ClearJet have executed this agreement as “ClearJet” and therefore that the representations, covenants, warranties and obligations of ClearJet hereunder shall be joint and several.
8.2. Governing Law & Venue. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws principles. The Parties agree that any claim or cause of action under or relating to this Agreement will be brought only in the courts located in Austin, Texas, and the Parties agree to submit to the exclusive personal jurisdiction of such courts and hereby waive all rights to challenge such venue.
8.3. Assignment. Neither Party may transfer or assign this Agreement without the other Party’s prior, express written consent; provided that either Party may assign this Agreement without the other Party’s consent in the event of a change of control, merger, reorganization, or sale of all or substantially all of its assets. Any non-conforming attempted transfer or assignment shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon and inure to the benefit of the Parties hereto, and their permitted successors and assigns.
8.4. Relationship. The relationship of the Parties under this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to give either Party the power to direct or control the day-to-day activities of the other or act as the agent of the other. All financial and other obligations associated with a Party’s business are the sole responsibility of such Party. Neither Party may bind the other to any contractual commitment or other agreement.
8.5. Entire Agreement & Waiver. This Agreement constitutes the entire agreement between the Parties regarding the subject matter stated herein, and supersedes all previous, contemporaneous, or subsequent communications, representations, understandings and agreements, whether oral, electronic, express or implied, subject to the following sentence. Any amendments to, and/or waivers of rights arising under, this Agreement are valid only if in writing and signed by an authorized representative of both Parties. Headings herein are for convenience of reference only and will not be used to interpret this Agreement. If any provision of this Agreement, or the application thereof, is for any reason and to any extent determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, then a valid provision that most closely matches the Parties’ original intent will be substituted by the reviewing court and the remaining provisions of this Agreement will remain in full force and effect.
