LICENSE AGREEMENT

 A request for a license to use the RateBASE  system, and receipt of a RateBASE  User ID and password, constitutes licensed use of the system, subject to the terms and conditions set forth below (including without limitation the payment of fees, disclaimers of warranties and limitations of damages) and acceptance of this Agreement by licensed user and Descartes Systems Group, hereinafter DSG.

TERMS AND CONDITIONS

1.   License and Restrictions on Use.  RateBASE is offered to you, the Customer, conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.  Your use of RateBASE constitutes your agreement to all such terms and conditions.  Only one individual may access RateBASE at the same time using the same user name or password, unless otherwise agreed by DSG in which case Customer shall limit use of RateBASE to the total number of users authorized by this Agreement. 

2.   Limitation on Copying.   The tariff database available through RateBASE is the property of DSG and is protected by copyright and other intellectual property laws.   Information contained therein may be stored in memory, manipulated, analyzed, reformatted, printed and displayed for Customer’s sole use.  Customer shall not disclose, publish, redistribute, display or otherwise make available to others, whether for a fee or not, the tariff databases or any part thereof.

3.   Fees and Payments.  Unless otherwise stated, DSG will invoice Customer monthly, in advance, in accordance with the fee schedule set forth on the "Register to become a RateBASE User" form provided on this website.  All fees are due and payable in U.S. Dollars within thirty (30) days of the date of invoice.  In the event that any payment of fees is overdue, DSG may bill Customer a late charge on the unpaid balance at the rate of 1.5 percent per month or the highest legal rate, whichever is lower.

4.   Term.  This Agreement shall be effective upon submission of the Registration Request form and payment of first month's service by Customer, and  issuance of a User ID by DSG, and shall be effective for a term of one year, with a minimum (90) day commitment.  Either party may terminate this Agreement at any time after the initial (90) day period with thirty (30) days prior written notice.  This Agreement will be automatically renewed for successive periods of 12 months at DSG's then current prices and fees for service.  DSG shall advise customer of any change in renewal rates at least (30) days in advance of each expiry date.

5.   Ownership  All Software, including without limitation all HTML code, program source, and controls contained in RateBASE is owned by DSG and/or its suppliers and is protected by copyright laws and international treaty provisions.  Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties.  Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITATION TO THE FOREGOING, COPYING OR REDISTRIBUTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.  THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THIS LICENSE AGREEMENT.

Customer acknowledges that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA.  You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

6.   Termination.  DSG may terminate this Agreement immediately upon written notice to Customer if (1) Customer fails to pay any invoice when due in accordance with this Agreement, or (2) any legislative, regulatory or judicial authority restrictions or conditions would materially affect the integrity of the data services provided under this Agreement, or (3) DSG loses access through any cause to the source tariff data necessary to provide services under this Agreement.  Either party may terminate this Agreement immediately upon written notice to the other if the other party materially breaches any other obligation under this Agreement and has failed to cure such breach to the others satisfaction within thirty (30) days of receipt of notice of the breach or in the event of bankruptcy, insolvency, dissolution or receivership proceedings filed by or against the other party.

7.   Warranty.  DSG MAKES NO WARRANTIES WITH RESPECT TO THE TARIFF INFORMATION OR THE SERVICES PROVIDED UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE AND THE WARRANTY AGAINST NONINFRINGEMENT.

8.   Limitation of Liability.   DSG and its suppliers shall not be responsible in any manner for the accuracy or correctness of the Tariff information accessed by Customer pursuant to this Agreement. Customer accesses and uses the Tariff information at its own risk.  DSG will not be liable to Customer for any special, indirect, incidental, or consequential damages, including but not limited to lost profits, records or data damages caused directly or indirectly by failure or erroneous performance of the RateBASE or inaccuracies in the tariff information accessed by Customer whether a claim arises out of contract warranty or tort (including without limitation negligence and strict liability.)  DSG will not be liable for any failure, inability to perform, or delay in performance under this Agreement, if such failure, inability or delays is due to acts of God, war, civil commotion, governmental action, fire, explosion, strikes, other industrial disturbances, equipment malfunction that is beyond its reasonable control or any other cause that is beyond its reasonable control.

9.   Entire Liability.  DSG's entire liability to Customer for any cause whatsoever, whether arising with respect to RateBASE or services provided by DSG or its subcontractors, is limited to a refund of any fees Customer has paid under this Agreement for the three (3) month period immediately prior to the date liability accrues.

10.  GOVERNING LAW  This Agreement is governed by the laws of the State of California, U.S.A. Customer hereby consents to the exclusive jurisdiction and venue of courts in San Francisco, California, U.S.A. in all disputes arising out of or relating to the use of RateBASE. Use of RateBASE is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. 

Customer agrees that no joint venture, partnership, employment, or agency relationship exists between Customer and DSG as a result of this agreement or use of RateBASE.  DSG's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of DSG's right to comply with law enforcement requests or requirements relating to Customers use of RateBASE or information provided to or gathered by DSG with respect to such use.   Any rights not expressly granted herein are reserved.

11.  Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

12.  Entire Agreement. This Agreement constitutes the entire agreement between the user and DSG with respect to RateBASE and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Customer and DSG with respect to RateBASE. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.