BlueX eBL Terms of Service
Welcome to the BlueX eBL service (the “Service”). The following terms and conditions, together with any other terms and conditions they expressly incorporate by reference (collectively, the “Terms of Service”), govern the access to and use of the Service by you (“you”, or “your”), and shall form part of a binding agreement between you and BlueX Trade Inc., a Delaware corporation with its principal place of business at 20955 Pathfinder Rd., Suite 230, Diamond Bar, CA 91765 (“BlueX”, “we”, or “us”); provided, however, that if there is any inconsistency between the terms and conditions expressly set out herein and those incorporated by reference, the former shall prevail.
Please read the Terms of Service carefully before you start to use the Service. By using the Service, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by the Terms of Service and our Privacy Policy, which is hereby incorporated herein by reference and shall be deemed to have the same force and effect as if fully set forth herein. If you do not wish to agree to the Terms of Service or the Privacy Policy, you must not access or use the Service.
The Service is offered and available to users who are eighteen (18) years of age or older and of the legal age to form a binding contract in the jurisdiction where the user resides. By using the Service, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all such requirements, you must not access or use the Service.
Certain Definitions
“BlueX Trade Terms” means the BlueX Trade Services Agreement currently located at https://www.bluextrade.com/bluextrade-terms-of-service/.
“eBL” means an electronic bill of lading uploaded to the Service by you and containing the terms and conditions elected by you, which is issued, signed, and existing in electronic form and transmitted electronically, unless and until you elect to issue it in paper form.
“Electronic Signature” means the digital signature on any eBL applied by you at the time of uploading it to the Service.
“Fee” or “Fees” means the fee or fees payable by you and the fee or fees payable by each Subsequent User for the Service.
“Open Source Component” means any software component that is subject to any open source license agreement, including any software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.
“Originating User” means a natural or legal Person who has accepted the Terms of Service and used the Service.
“Subsequent User” means a shipper, holder, endorsee, pledgee, and/or consignee who, having accepted the Terms of Service, has become the holder of an eBL or the Carrier hired to transport cargo which is the subject of an eBL, and the agents of the above.
“Carrier” means any carrier or freight forwarder, regardless of mode of transportation, that transports cargo that is the subject of an eBL.
“User” or “Users” means, depending on the context in which such term appears, any Originating User(s) or Subsequent User(s).
“User Uploaded Data” means any data provided by you, whether voluntarily or upon request, that is necessary for your registration to use the Service, or is relating to any specific eBL or eBLs and accessible by Subsequent Users.
User Agreement
The BlueX Trade Terms (available at https://www.bluextrade.com/bluextrade-terms-of-service/) are hereby incorporated herein by reference and shall be deemed to have the same force and effect as if fully set forth herein. All content provided on or via the Service may only be used on the basis that these Terms of Service, including all terms and conditions incorporated herein by reference, are applicable to the exclusion of any other terms or conditions.
Your acceptance of the Terms of Service is a condition to your use of and access to the Service. The Terms of Service constitutes an agreement between each User and BlueX acting on its own behalf and on behalf of all other Users from time to time.
BlueX does not undertake or accept any responsibility or liability for the performance of any obligation or duty owed by one User to any other User under the Terms of Service, the terms and conditions of the eBL, or otherwise.
License to Use the Service
Subject at all times to your compliance with the Terms of Service, the use limitations specified herein, and your timely payment of all applicable Fees, we hereby grant you a worldwide, personal, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Service (the “License”).
The Service includes Open Source Components licensed under Apache License, Version 2.0, a copy of which can be found at https://www.apache.org/licenses/LICENSE-2.0 (each, an “Open Source License”). Any use of and access to the Open Source Components by you is governed by and subject to the terms and conditions of the Open Source License(s).
Except as expressly permitted by the Terms of Service, and subject to Section 3.2 with respect to Open Source Components, you may not, and may not permit any other third party to, in whole or in part, decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Service.
If, at any time when we revoke the License, any eBL has been presented but not processed, or might otherwise be affected by the revocation, such eBL may still be processed in paper form.
Registration
When you register to use our Service and are requested to provide any User Uploaded Data, you agree to provide accurate and complete information, be solely responsible for the accuracy and completeness of such information, and inform us of any change(s) to the information provided.
By registering to use the Service, you agree that we may collect, process, and use any and all of your User Uploaded Data in accordance with our Privacy Policy.
Any eBL may only be transferred between connected and registered Users[ listed in our address book], and it is your duty to verify the identity and standing of the User(s) with whom you wish to connect or transact.
Your Right to Create eBLs
It is your duty to ensure that you are authorized under the law of your jurisdiction to create, issue, execute, and/or circulate bills of lading.
BlueX is not responsible for the content of any eBL created by you.
You agree not to create or issue any paper bill of lading that includes content identical to any eBL created or issued by you, unless under the circumstances specified in Section 6.3.
The Carrier, whether as an Originating User or a Subsequent User, irrevocably appoints us as their agent for the purpose of acknowledging that the carrier holds the goods to the order of the shipper or of any transferee of an eBL.
The transfer of constructive possession of relevant goods after the creation of an eBL shall be effected by transfer of the eBL such that the carrier acknowledges that they hold the goods described in the eBL to the order of the transferee.
In the event that any transferee refuses to accept the novation of the contract of carriage, the carrier thereupon shall cease to hold the goods to the order of that transferee and constructive possession of the goods shall remain with the immediately preceding transferee or, if none, with the shipper, regardless of whether by eBL.
Force and Effect of eBLs
You, as an Originating User, agree that any Subsequent User, upon accepting the Terms of Service, executing an eBL issued or endorsed by you via Electronic Signature, and thereby becoming a transferee of such eBL, shall become a party to such eBL by novation, with such eBL serving as a contract of carriage between you as the Originating User and the Subsequent User. You and each Subsequent User agree that (a) Electronic Signatures on an eBL shall have the same force and effect as a manuscript or printed signature on a paper bill of lading, (b) an eBL so executed shall have the same force and effect as a paper bill of lading, and (c) all rights, title, and interest shall be transferred in the same manner as if such eBL were a paper bill of lading.
You as the Originating User and each Subsequent User may sue or be sued in the same manner as if the eBL between you and such Subsequent User were a paper bill of lading.
If an eBL is not recognized under the law of any jurisdiction, then the Originating User may issue such eBL in paper form at the request of any Subsequent User; provided, however, that the Originating User (be it you or any other User) shall accept the return of the eBL by the Subsequent User, destroy it, and issue a paper bill of lading in its place, and the paper bill of lading shall include content identical to that which is included in the eBL.
The content of an eBL is created by the issuer and cannot be changed by us, nor are we responsible for the content of any eBL or any other document created through the Service.
By using our eBL Service, you agree that you only use (in the case you are not a Carrier) or have the operating authority (in the case that you are a Carrier) in the territory where the shipments originate or destine. For any ocean shipments to and from the United States of America, please note that only Carriers that are licensed or registered with the Federal Maritime Commission can issue a bill of lading.
Suspension; Termination
We reserve the right to suspend your access to and use of the Service with immediate effect without recourse by you, if at any time:
You fail to make timely payment of any Fees owed to us;
You violate any part of these Terms of Service;
In our reasonable belief, you have used or are using the Service in a manner that may cause harm to us or any third party;
In our reasonable belief, you have violated or are violating any applicable law while using the Service; or
In our reasonable belief, you have acted in contravention of generally accepted standards in the logistics industry.
If any of the circumstances specified in Section 7.1 persists for a period of thirty (30) days upon our suspension of your access to and use of the Service, we will have the right but not the obligation to terminate your access thereto and use thereof with immediate effect.
We will not be liable to you or any third party for any suspension or termination resulting from the circumstances specified in Section 7.1 and Section 7.2.
Intellectual Property Ownership
We are the sole and exclusive owner of all rights, title, and interest in and to all content created by or on behalf of us and made available to you via the Service (collectively, the “BlueX Content”), subject only to the rights of third parties in Open Source Components.
Your use of and access to the Service does not grant you any right, title, or interest in or to any BlueX Content, except the License granted herein and subject to the use limitations specified herein.
Notwithstanding the foregoing, you retain all rights, title, and interest in and to any content created and shared by you via the Service (collectively, the “User Content”), including but not limited to intellectual property rights therein.
Representations and Warranties; Covenants
You represent and warrant as of the date of your registration that:
You are not in any way restricted to register for an account with us and access or use any part of the Service;
You are authorized to upload any and all User Content and User Uploaded Data;
All User Uploaded Data is accurate and complete; and
Any User Content or User Uploaded Data, or our access to or use of it does not infringe upon, misappropriate, or otherwise violate any intellectual property, privacy, or other right or interest of any third party.
You covenant that the statements in Section 9.1 will remain true at all times throughout your use of the Service as a registered User.
You further covenant that your access and use of the Service will comply with any Open eBL network bylaws in place and as may be updated from time to time.
Warranty Disclaimer; Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY INFORMATION PROVIDED THEREUNDER, INCLUDING WITHOUT LIMITATION ANY OPEN SOURCE COMPONENTS, ARE PROVIDED “AS IS”, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICE IS ERROR-FREE OR UNINTERRUPTED. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OR SLOW CONNECTIONS OR TRAFFIC CONGESTION RELATING TO THE INTERNET, ALL OF WHICH ARE NOT UNDER OUR CONTROL. YOU SPECIFICALLY ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR THE CONDUCT OF ANY OTHER USER OF THE SERVICE, AND YOUR INTERACTION WITH ANY OTHER USER IS AT YOUR OWN RISK. IF YOU HAVE A DISPUTE WITH ANY OTHER USER (INCLUDING WITH REGARD TO ANY PAYMENT OBLIGATION ARISING FROM ANY EBL), YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH SUCH A DISPUTE. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OPEN SOURCE COMPONENTS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH COMPONENTS OR MATERIALS.
IN NO EVENT WILL WE OR ANY THIRD PARTY ON OUR BEHALF BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR LOSS OF OR DAMAGE TO GOODWILL IN CONNECTION WITH THE SERVICE, REGARDLESS OF THE CAUSE, AND WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES WILL OUR TOTAL AND AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE OR THESE TERMS OF SERVICE, EXCEED THE FEES ACTUALLY PAID BY YOU TO US FOR THE RIGHT TO USE THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM.
Indemnification
You agree to defend, indemnify, and hold harmless BlueX and all of its Affiliates (as defined below) from and against any claims arising out of or relating to (a) your violation of the Terms of Service or your use of the Service other than as expressly authorized herein; (b) your use of any information obtained from the Service; (c) the infringement by you, or any third party on your behalf, of any intellectual property or other right of any Person through your or the third party’s use of the Service; (d) your violation of any law or regulation through your use of the Service; (e) your breach of any representation and warranty herein; or (f) any amounts you owe to third parties as a result of your using the Service. Your indemnification obligations will survive your ceasing use of the Service, or the termination or expiration of these Terms of Service.
“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote fifty percent (50%) or more of the equity interests having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. “Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, governmental authority, or other entity.
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree to not settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim upon becoming aware of it. For eBLs involving ocean transportation to or from the United States of America, the expenses, damages, and liabilities we incur as a result of your breach of the Terms of Service shall be treated as expenses and/or damages arising out of the Carrier or freight forwarder’s ocean transportation-related activities, and as such shall be covered by any related surety bond.
Governing Law; Arbitration
All matters relating to the Service and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of California, USA without giving effect to any choice or conflict of law provision or rule.
You and we irrevocably and unconditionally agree to resolve all disputes, claims, and requests for relief arising out of or in connection with the Terms of Service or your use of the Service by arbitration in accordance with and subject to the provisions set forth in Section 19.02 of the BlueX Pay Terms of Service (the “Arbitration Agreement”) located here: https://www.bluexpay.com/terms-of-service/. The Arbitration Agreement is hereby incorporated herein by reference and shall be deemed to have the same force and effect as if fully set forth herein. If either you or we must institute such legal action, the prevailing party shall be entitled to reimbursement of its attorney fees and costs.
Changes to the Terms of Service
We may revise and update the Terms of Service from time to time in our sole discretion. All changes are effective immediately upon publication on our website, and apply to all access to and use of the Service thereafter.
Your continued use of the Service following the publication of any revised Terms of Service means that you accept and agree to the revisions. You are expected to check our website frequently, so you are aware of any revisions, as they are binding on you.
Notice of Modifications:We will provide notice where reasonably possible of any revisions or updates to the Terms of Service by presenting such revisions or updates and requesting your consent when you visit the Website or use the Services. It is your responsibility to visit the Website frequently and consent to any revisions or updates to the Terms of Service when requested to ensure your continued access to the Services.
Questions or Comments
If you have any feedback, comments, requests for technical support, or any other questions relating to the Service or these Terms of Service, please direct them to: support@BlueXtrade.com.