This Agreement is between Instrument Education a Delaware company and the User of Instrument Education’s products and services available on the Instrument Education website at https://instrumenteducation.com. This Agreement was last updated on 1st March, 2021, and is effective between User and Instrument Education as of the date of User’s acceptance of this Agreement. This Agreement describes the terms and conditions that govern User’s use of the Website. Access to this Website is subject to User’s acceptance of this Agreement.

BY CLICKING ON THE “I AGREE” BUTTON BELOW, AND BY USER’S CONTINUED USE OF THIS WEBSITE, YOU AGREE THAT YOU UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT (INCLUDING ANY RELATED POLICIES), as they may be modified by Instrument Education from time to time. If you do not agree to the terms and conditions contained in this agreement or Instrument Education’s policies, please do not use Instrument Education’s Services or its platform. User’s continuance of usage of this Website is acknowledgment of acceptance of terms and conditions under this agreement, including all modifications.

1. Interpretation
For the purpose of Agreement, wherever the context so requires, the term:

“Agreement” is a reference to the terms and conditions contained in this agreement and any Instrument Education policies relating to the use of the Website.

“Buyer” shall mean any Person who is willing to buy Freight Services from the Sellers using the Website.

“Force Majeure Event” shall mean any event that is beyond the reasonable control of Instrument Education and shall include, without limitation, sabotage, fire, flood, explosion, act of God, civil commotion, strikes, lockouts or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, civil disturbances, unauthorized access to computer data and storage device, computer crashes, virus attacks, breach of security and encryption, and any other similar events not within the control of Instrument Education and which Instrument Education is not able to overcome.

“Freight Services” shall mean services as more specifically displayed on Instrument Education’s Website from time to time by Sellers, offering domestic and international transportation and logistics services, and associated services including freight insurance or customs brokerage services, trade finance, etc.

“Information” is a reference to any requests for quotes you list, any information you provide to Instrument Education or other members of this Website in the registration, bidding or listing process, in public messages (which includes any feedback you may provide regarding members), through any email feature that Instrument Education provides, and includes descriptions of the services and any content you post within Instrument Education’s Website.

“Member” shall mean a Buyer or Seller (or collectively Buyers and Sellers) who has entered into the necessary agreements (i.e. The Digital Freight Marketplace Customer/User Agreement or the Vendor/Supplier Agreement, as applicable) and been granted access to the Website by Instrument Education.

“Person” shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization or any other legal entity.

“Services” or “Instrument Education’s Services” shall mean the services provided by Instrument Education as defined in Section 2 below.

“Seller” shall mean any Person, including, inter alia, a freight forwarder, non-vessel-operating common carrier (“NVOCC”), vessel-operating common carrier (“VOCC”), insurance company, financial institution, customs broker, surface freight forwarder, property broker, motor carrier, warehousing services provider, or other professional vendor, who is willing to provide Freight Services to the Buyers using the Website.

“User” refers collectively to any party, Buyer, Seller, or other, that is using the Instrument Education Website or Instrument Education Services.

A reference to “Instrument Education”, “Instrument Education’s” and “Company” is a reference to Instrument Education.

The references to “you”, “your” and “User” refer collectively to User, and each of User’s employees, agents, contractors, related bodies corporate or other third parties who access this website on User’s behalf and acting with User’s express or implied authority.

2. Instrument Education’s Services
2.1. Instrument Education provides highly customer-focused end-to-end global digital freight solutions for importers and exporters covering door-to-door transportation solutions. As part of this spectrum Instrument Education may choose to provide support services to Sellers including but not limited to warehousing coordination, logistics coordination, support call center, payment facilitation and other services. Instrument Education acts only as a marketplace for importers and exporters to connect with ocean and associated transportation and logistics service providers and therefore, does not exercise ownership or control over the goods being imported or exported. Instrument Education provides marketplace services and will not be liable to guarantee any Freight Service provided by any Seller on its platform. The Buyers purchasing Freight Services on the Website fully understand that Instrument Education does not have control over shipments arranged on the Website, but will use its best efforts to ensure the relevant status updates and other information related to the Freight Services are available to Buyers and Sellers.

2.2. Instrument Education does not act as an ocean or surface transportation provider, freight forwarder, customs broker, warehousing service provider, insurer or financial institution. Instead, it provides a marketplace for Buyers and Sellers of Freight Services. Instrument Education charges a service fee for use of the Services. The User acknowledges that Instrument Education does not validate or otherwise authenticate, certify, confirm or endorse the Buyers or Sellers on this Website, nor does it endorse or guarantee the provision of the Freight Services, or make any guarantees as to payment for the Freight Services. All direct communications, both verbal and written, are essentially between the Buyer and Seller using Instrument Education for ease of coordination. Instrument Education is not responsible for and does not verify the accuracy of the information provided by a Member via the Website. Instrument Education will use its best efforts to ensure veracity and accuracy, where possible.

2.3. The domain name https://instrumenteducation.com/ app.Instrument Education.com is owned by Instrument Education. The Website serves only as an online marketplace and digital platform for the purchase, coordination and, where available, tracking of ocean and surface transportation, logistics and other allied services.

3. Applicability of Other Terms and Policies
To the extent that there is a conflict between this Agreement and any other documents executed between you and Instrument Education, the provisions of this Agreement will govern, unless you agree otherwise with Instrument Education in a written agreement.

Other documents which operate in conjunction with this Agreement and which are incorporated into this Agreement by reference include:

­- The Digital Freight Marketplace Customer/User Agreement

– The Vendor/Supplier Agreement

– The Instrument Education Privacy Policy

You should read the applicable agreements and policies carefully. These documents and this Agreement may be updated by Instrument Education from time to time.

4. Modifications to the Agreement or Instrument Education’s Services
4.1. Instrument Education may at any time modify any of the terms and conditions of this Agreement and/or the terms of Instrument Education’s policies. Unless Instrument Education notifies you in writing or otherwise, modifications to this Agreement or Instrument Education’s policies are effective upon being posted on the Website. You agree to check this Website regularly for modifications and other notices. User’s continued use of the Website following a modification of this Agreement or a policy constitutes User’s acceptance of all modifications posted on this Website. If you do not agree to a modification, you may terminate this Agreement by notifying Instrument Education in writing and/or discontinue using this Website and the Services. If, after any changes to this Agreement or any of Instrument Education’s policies, you continue to use Instrument Education’s Website, you will be considered to have accepted the varied terms and conditions as part of the Agreement.

4.2. Eligibility: Use of the Website is available only to Persons who can enter into legally binding contracts. Instrument Education reserves the right to terminate any Person’s use and/or refuse to provide such Person with access to the Website if it is brought to Instrument Education’s notice or if it is discovered that such Person is not eligible to use the Website.

5. Membership
Instrument Education offers the Services to its Members. By agreeing to the terms and conditions of this Agreement, you acknowledge that you are eligible to enter into legally binding contracts of this nature. Instrument Education reserves the right to change its services and suspend, terminate or restrict User’s membership at any time, in accordance with the terms of this Agreement or Instrument Education’s policies. Instrument Education may, solely at its own discretion, suspend or terminate your membership and may prevent you from accessing Instrument Education’s Services either temporarily or permanently. If your membership is suspended or terminated, you are prohibited from applying for a new membership account with Instrument Education, unless otherwise agreed to in writing by Instrument Education. A User’s membership is not transferable. Your account (including feedback and any associated user identification) may not be dealt with in any way by any third parties. Third parties must not be permitted to use your account and you are prohibited from transferring or selling your account to a third party. You shall be responsible for maintaining the confidentiality and security of the password and for all activities that occur in and through your account. As a Member you are responsible for maintaining control of your account and for any activity that occurs on User’s account. To maintain the safety of the Website and Instrument Education’s Services, you must report any unauthorized use of your account and associated user identification to Instrument Education as soon as possible after becoming aware of the unauthorized use. Any response from Instrument Education regarding this will be sent to the e-mail address which was used at the time of sign up. You shall ensure that you exit from the account at the end of each session. Use of another user’s account information for availing the Services of the Website is expressly prohibited. You hereby agree that if you provide any information that is untrue, inaccurate, not current or incomplete, (or becomes untrue, inaccurate, not current or incomplete) or if Instrument Education has reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with this Agreement, Instrument Education shall have the right to indefinitely suspend or terminate your membership on the Website and block your access to the Website.

6. Transactions with Other Members
Instrument Education provides the Website as an online venue that allows Members to communicate, request quotes, offer, sell and purchase Freight Services. You acknowledge and agree that Instrument Education is not involved in the actual transaction between the Buyer and the Seller. Instrument Education is not responsible for the adequacy and/or accuracy of the Freight Services offered, safety and legality of the cargo to be shipped, and Instrument Education is not responsible for the quality, safety or legality of items or content posted by members on to the Website, the truth or accuracy of listings, or the ability of Sellers to provide the Freight Services. Instrument Education cannot ensure and does not guarantee that a Member will actually complete a transaction or act lawfully while using the Website. When you enter into a transaction you create a legally binding contract with another Member. You are solely responsible for ensuring that you comply with your obligations to that Member. If you do not comply with your obligations, you may become liable to that Member. Likewise, if another Member breaches an obligation to you, you are solely responsible for enforcing any rights that you may have against that Member. Furthermore, you must ensure that you are aware of the relevant laws applicable to you in purchasing and/or selling the goods and services and providing the cargo to be shipped. Unless Instrument Education advises otherwise on the Website, Instrument Education does not offer any insurance or purchaser protection. While Instrument Education may make a record of all of your transactions, Instrument Education is not liable for any loss of data, technical or otherwise, Information, particulars supplied by you, due the reasons beyond its control like corruption of data or delay or as a result of a Force Majeure Event. Instrument Education is not liable for any partial or total lack of access to the Website as a result of a Force Majeure Event.

7. Intellectual Property
Instrument Education exclusively owns all rights, title and interest in, and to any software, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Instrument Education in connection with the Website (collectively “Instrument Education Materials”) as well as any text, data, images, information or other materials that are posted, generated, provided or otherwise made available by us through the Website (collectively “Instrument Education Content”). Instrument Education’s rights expressly include all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (“Intellectual Property Rights”) in the Instrument Education Materials and the Instrument Education Content. You have no rights in any Instrument Education Materials or Instrument Education Content. You also cannot record or otherwise access or make use of our data with automated programs, software, or any other method.

You thereby agree to protect the proprietary rights of Instrument Education during and after the term of this Agreement. You may not selectively download portions of the Website without retaining the copyright notices. You may download material from the Website only for the purpose intended by this Agreement. Any infringement shall lead to appropriate legal proceedings against you at appropriate forum for seeking all available remedies under applicable laws.

8. Buyer Terms
8.1. The following terms shall be additionally applicable to Buyers: Where you purchase goods and services through a fixed price format, agree to a quote or provide a counter-bid on the goods and services which is accepted by the Seller, you agree with the Seller to be bound by the terms and conditions of sale included in the listing description and as otherwise agreed to between you and the Seller. Subject to any legal right to the contrary you are contractually obliged to complete the transaction with the Seller. When requesting a quote, you must describe the requirements for the goods and services you wish to purchase, fully and accurately. You must be legally able to transport the items for which you are requesting the quote. You hereby confirm that Instrument Education neither confirms nor verifies the quotes provided by the Seller. You hereby acknowledge that Instrument Education will not be a party to the agreement between you and the Seller and will not act as a freight vendor, forwarder, insurer, broker, contracting agent or other representative. The Seller will be solely responsible for performing all obligations under any agreements with you in relation to the order placed. You are required to pay Instrument Education’s fees for using the Services on its Website. Any dispute relating to the delivery of Freight Services shall be resolved directly between you and the Seller, and Instrument Education shall, under no circumstance, be held liable or responsible for the same. Instrument Education offers no guarantee or warranty that a Seller will provide you with a quote for Freight Services; the Seller has the necessary licenses for providing the Freight Services under all applicable laws; the Freight Services provided by the Seller will be provided skillfully and competently in a workmanlike manner. You shall be solely responsible for undertaking appropriate and effective due diligence and related analysis before entering into any arrangement with a Seller on the Website. You acknowledge and agree that Instrument Education does not guarantee the quality of Freight Services being provided to you. You are solely responsible for coordinating and communicating with the Seller for the performance of the availed Freight Services.

8.2. Disputes with Sellers. By using Instrument Education, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Sellers or other third parties will be limited to a claim against the particular Sellers or other third parties who caused you harm, and you agree not to attempt to impose liability on Instrument Education, or seek any legal remedy from Instrument Education with respect to such actions or omissions.

9. Seller Terms
9.1. The following terms shall be additionally applicable to Sellers: You warrant and agree to maintain in full force for the duration of registration in Instrument Education’s Website, all consents, approvals, authorizations, licenses, orders, registrations, clearances and qualifications (being of a governmental, corporate or other nature) necessary for the performance of the Freight Services listed by you on Instrument Education’s Website. You shall be required to populate details of your Freight Services, their cost along with such other information on the Website as maybe required by the Buyers. You hereby authorize Instrument Education to automate price quotes based on the rates you provide; advertise and promote your Freight Services on the Website; and create a profile page for you to share basic information with Buyers about your organization, services offered and reviews. You hereby grant Instrument Education a royalty-free, fully paid-up, worldwide, non-exclusive license to such use of your information, names, logos and such use by Instrument Education shall not constitute a violation or infringement of your intellectual property. You hereby agree that you shall not use Instrument Education’s name, logos or any other intellectual property without the prior written approval of Instrument Education and where such use is permitted by Instrument Education, you shall adhere to any usage guidelines provided by Instrument Education. Your acceptance of this Agreement constitutes consent for Instrument Education to act as your agent for the limited purpose indicated in this Agreement. You shall be solely responsible for ensuring that Freight Services and prices are correctly listed by you on the Website. If a Buyer places an order based on the specified rates, it shall become a binding contract between you and the Buyer. You shall also be required to specify, as well as regularly keep updated, the costs of additional services such as, inter alia, customs brokerage, insurance, and costs for shipment of hazardous materials, carry to room of choice accessorial, etc., for inclusion or exclusion by the Buyer. Once the shipment is delivered, you shall be required to inform Instrument Education about the same through the Website. You shall be solely responsible for the rates for your Freight Services on Website are kept up to date. Instrument Education cannot and will not be liable for any loss or damage arising from your failure to do so. Instrument Education offers no guarantee or warranty that there would be a satisfactory response or any response at all, once the Freight Services are listed on the Website; you will be able to fully or partially collect the amounts due to you from the Buyer; or using the Website will result in higher number of customers or increased revenue for you. You are solely responsible for undertaking appropriate and effective due diligence and related analysis before entering into any arrangement with a Buyer. You acknowledge and agree that Instrument Education has not carried out any background checks or other verification relating to the Buyer. You are solely responsible for coordinating and communicating with the Buyer for the performance of the order.

9.2. Disputes with Buyers. By using Instrument Education, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Buyers or other third parties will be limited to a claim against the particular Buyers or other third parties who caused you harm and you agree not to attempt to impose liability on Instrument Education, or seek any legal remedy from Instrument Education with respect to such actions or omissions.

10. Fraud or Illegal Activity
Without limiting any remedies available to Instrument Education at law, in equity or under this Agreement, Instrument Education may, in Instrument Education’s sole discretion, suspend or terminate User’s membership if Instrument Education reasonably suspects or believes, or is informed by a government agency that you have engaged in or may engage in fraudulent or illegal activity of any kind and you will have no claim whatsoever against Instrument Education in respect of any suspension or termination of your membership under this clause.

11. User’s Listings
You are solely responsible for the information you provide on the Website (“User Information”), you agree that you will keep User Information up to date and that User Information and/or contents posted by you are in accordance with applicable laws. Instrument Education is a passive conduit for the online distribution and publication of User Information. Instrument Education is not responsible for the content of the User Information you provide. Instrument Education may remove your User Information from the Website at Instrument Education’s sole discretion. You are prohibited from providing User Information that is potentially or actually harmful to Instrument Education, the Website or any third party and/or in contravention of any laws, rules and regulation. In this clause “harm” includes, but is not limited to, pure economic loss that Instrument Education may or will suffer.

12. Cancellations
In the event a shipment does not proceed AFTER a quote is accepted on the Website by the Buyer, but BEFORE any services are performed by the Seller, a cancellation is deemed to have occurred. In the event of a cancellation, the User may be contacted by Instrument Education and requested to provide information which confirms the basis of the cancellation. This may include written confirmation of the cancellation from by both the Buyer and the Seller, including reasons for the cancellation, identification of the party responsible for the cancellation, and comments. Repeated cancellations may result in Instrument Education, at its sole discretion, cancelling a User’s membership. Failure to exercise this discretion and cancel a User’s membership after a cancellation does not prejudice Instrument Education’s right to cancel a User’s membership for a subsequent cancellation.

Note: A cancellation is not deemed to have occurred if shipment is delayed or rescheduled at a time suitable to both the Buyer and the Seller.

13. Feedback
Instrument Education has a member-initiated feedback system to provide evaluations of the Members that party has dealt with. Any feedback provided by you, or third parties in relation to activities on the Website is owned by Instrument Education. You may use the feedback only for the purposes of conducting activities on Instrument Education’s Website and only while you remain a User of the Website. You must not use feedback on this Website in any other venue or for any other purpose. You must not do or omit to do anything that will or is likely to undermine the integrity of the feedback system. Instrument Education can suspend or terminate your membership at its sole discretion if Instrument Education is concerned by any feedback about you.

14. Disputes with Other Users
Instrument Education does not warrant that transactions between Members will be free of disputes. Instrument Education is not responsible for resolving disputes between you and other users and Instrument Education will not resolve or attempt to resolve disputes between you and other users. You agree that if you have a dispute with one or more users of this Website, all disputes must be resolved between you and the relevant user(s). Under this Agreement, you acknowledge that if Instrument Education is contacted by a Member that claims to have a dispute with you regarding the Freight Services, you agree hereby expressly that Instrument Education can release your contact information to that Member and/or any other authorities and person at Instrument Education’s sole discretion in order for the dispute between you and the Member to be resolved.

You hereby irrevocably and unconditionally release Instrument Education from all claims, demands and damages (actual and consequential) arising out of or connected with the dispute or Instrument Education’s release of your contact information.

15. Communications
Instrument Education will send you communications and notices regarding your transactions and your account on the Website. These communications are not an endorsement, guarantee or a legitimization of your transactions. You are responsible for completing all transactions you participate in, which includes complying with all relevant legal obligations including without limitation your legal obligations in relation to the purchase of the Freight Services, and the shipping of any cargo.

16. Unauthorized Activity
You must not: modify, adapt, or otherwise alter the Website; interfere, in any way, with the listings of other Members of this Website; provide false, misleading, deceptive or otherwise inaccurate Information; act fraudulently; engage in any activities that may result in the price of the goods and services being manipulated; copy, reproduce, create derivative works or publicly display any content contained in the Website (with the exception of User’s Information); infringe any third party’s copyright, patent, trade mark, trade secret, confidential information, or any other proprietary or intellectual property rights a third party may have; provide or facilitate another person’s access to, reproduce, or otherwise make available, the Website or any part of the Website, to another person; create liability for Instrument Education or cause Instrument Education to lose (in whole or in part) the services of Instrument Education’s ISPs or other suppliers; take any action that will result in an unreasonable or disproportionately large load being imposed on Instrument Education’s infrastructure; directly or indirectly link to or include descriptions of goods or services that are listed for sale on a website that is not the Website; or you do not have a right to link to or otherwise include in the description of goods or services; list any Freight Services on Instrument Education’s Website, or complete any transaction that was initiated using Instrument Education’s Service, if such Freight Services or the transaction are likely to cause the violation of any applicable law, statute or regulation, this Agreement or any of Instrument Education’s policies; knowingly being involved in the shipping of counterfeit, stolen items and/or restricted and/or forbidden cargo; violate any applicable law, statute, regulation or other applicable law or policy (including but not limited to those governing export and import control, economic sanctions, consumer protection, unfair competition, and criminal law); make references to any website or URL that, in Instrument Education’s sole discretion, contains material that is inappropriate for the Website or contains content that would be prohibited or violates the letter or spirit of this Agreement; use any robot, spider, other automatic device or manual process to monitor or copy the Website, or content contained in the Website; remove, disable, defeat, or otherwise circumvent any functionality of the Website (including a requirement to use a user name and password or other authentication method, or other security protection or preventative measures against unauthorized use); damage, disrupt, disable or otherwise impair the operation of the Website or interfere with the use of the Website by other persons, including introduce a virus, Trojan horse or other malware into the Website intended to cause damage, breach, malfunction, or other undesired effects to the Website, or carry out a denial of service attack; collude with, enter an agreement with or correspond with another Member or other person to avoid paying Instrument Education fees; knowingly avoid Instrument Education’s fees. Instrument Education may terminate your membership should you do, or Instrument Education suspect you may do, any of the above.

17. Confidential information
17.1. Confidential Information. “Confidential Information” means: (i) Instrument Education Materials and Instrument Education Content; (ii) any business or technical information that a party discloses to the other party and designates as “confidential” or “proprietary” at the time of disclosure; and (iii) any information that, due to its nature or the circumstances of its disclosure, the receiving party knows or has reason to know should be treated as confidential or proprietary.

17.2. Exceptions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without restrictions on use or disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully received by the receiving party from a third party, who has the right to provide such information and who provides it without restrictions on use or disclosure.

17.3. Use and Disclosure Restrictions. Each party will not use any Confidential Information disclosed by the other party except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section. Each party will employ all reasonable steps to protect all Confidential Information disclosed by the other party from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance. The foregoing obligations will not restrict either party from disclosing such Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (ii) to its legal or financial advisors; (iii) as required under applicable securities regulations; and (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party.

18. Non-identifiable User Data
We shall be entitled to obtain and aggregate technical and other data about your use of the Website and Services that is non-personally identifiable with respect to you, whether as a Buyer or a Seller (“Aggregated Anonymous Data”). We shall further be entitled to use the Aggregated Anonymous Data to improve, support and operate the Services. It is however clarified that you will not be identified as the source of any Aggregated Anonymous Data.

19. Privacy
19.1. Instrument Education’s Privacy Policy sets out the information (including personal information) Instrument Education collects, and how Instrument Education uses, protects, and discloses it, when you access and use the Site. In addition to Instrument Education’s privacy policy, Instrument Education receives, collects and stores any information you enter not just on the Website, but also that you provide to Instrument Education in any other way. As described in the privacy policy, Instrument Education collects the Internet protocol (IP) address used to connect User’s computer to the Internet, login, e-mail address, password, computer and connection information and purchase history. Instrument Education may use software tools to measure and collect session information. Instrument Education also collects personally identifiable information (including name, email, password, communications), payment details (including credit card information), comments, feedback, and reviews. Instrument Education collects such information for purposes that include and are further described in the privacy policy. Instrument Education will respond to requests provided for by applicable law in reasonable time within the time limits established by the applicable law. In the event that you do not want Instrument Education to collect or process your information you should neither visit any Website nor use any services provided by Instrument Education or its entities nor shall you contact Instrument Education or any of its Instrument Education entities. Your personal information will be disclosed to other members of this Website in the event that the member contacts Instrument Education and claims that you and the other member are in dispute in relation to a transaction that was arranged via the Website, in order for the dispute to be resolved. If you wish to exercise a data subject right under applicable law or want to contact Instrument Education regarding its Privacy Policy or with a question or comment, please send us an email to [email protected] The Instrument Education Privacy Policy may be accessed here: https://instrumenteducation.com/privacy-policy/. Instrument Education may, for example, disclose your personal information to an overseas/domestic freight forwarder or carrier that is a member of Instrument Education, an import/export organization, travel provider, a cloud data center or a customer information call center. Instrument Education’s overseas service providers may be located in Europe, the Americas, Asia or Africa. You hereby expressly agree that Instrument Education is allowed to disclose your information to a Instrument Education supplier without obtaining your consent prior to each disclosure. Instrument Education will take reasonable steps to ensure that the overseas services provider is bound by privacy and confidentiality obligations.

If you wish to speak with Instrument Education about this Section, or the Privacy Policy, you may do so by contacting Instrument Education at [email protected]

20. Warranty
You warrant to Instrument Education that: for individuals, you are 18 years or older; for corporations, you have the right and authority to bind the corporation to the terms and conditions of this Agreement; all of the information you have provided to Instrument Education in respect of this agreement is true, accurate and complete and Instrument Education may rely on this information; User’s membership details are correct and you will update your membership details if they change; in respect of a listing you post on the Website, you will not approach a Member in order to complete a transaction unless you do so via the Website; you will not post defamatory comments on the Website; you have made your own investigation and performed sufficient due diligence on the Website to fully inform yourself about the functions and operation of the Website and have not relied on any representations made by Instrument Education or any other person in relation to the Website; and you are in compliance with and will continue to comply with all of your obligations under any and all applicable laws.

21. Access to Website
Notwithstanding your acceptance of this Agreement, Instrument Education is under no obligation to provide access to the Website or guarantee its availability or operation in any form and may suspend or terminate access to the Website or make changes to the Website at any time without notice to you.

22. User Credentials
22.1. Instrument Education may require you to use a username and password or other authentication or security method in order to access and use the Website. You must keep User’s username and password secure at all times.

22.2. You are responsible for all access and use of the Website that occurs through the use of your username and password. Each act or omission in the course of accessing the Website is deemed to have been performed by you, regardless of whether that act or omission was undertaken by you.

22.3. You must immediately notify Instrument Education if you become aware of any suspected or actual unauthorized activity prohibited disclosure or use of your username and password, or any confidential information; or existence or exploitation of any security vulnerability, weakness, or threat on the Website. You must take all steps reasonably within your power to mitigate, prevent or stop any such conduct and provide all assistance reasonably requested by Instrument Education in relation to any actions or proceedings Instrument Education may take against any person for any such conduct.

23. No Agency
Entry into this Agreement does not give rise to an agency, partnership, joint venture, employee-employer or other similar relationship in whatsoever nature. You do not have any other authority to bind Instrument Education or Instrument Education’s related entities or affiliates in any way.

24. Disclaimer of Warranties
THE Instrument Education WEBSITE AND ANY SERVICES BY Instrument Education ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT USING THE Instrument Education WEBSITE WILL RESULT IN HIGHER NUMBERS OF CUSTOMERS OR INCREASED REVENUE FOR YOU OR YOUR BUSINESS. WE MAKE NO WARRANTY THAT THE Instrument Education WEBSITE OR Instrument Education’S SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

25. LIMITATION OF LIABILITY
NEITHER Instrument Education NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE Instrument Education WEBSITE OR PROVIDING Instrument Education’S SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE Instrument Education WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Instrument Education HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL Instrument Education’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE Instrument Education WEBSITE OR Instrument Education’S SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO Instrument Education FOR USE OF THE Instrument Education WEBSITE AND FOR Instrument Education’S SERVICES IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR $10,000 IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO Instrument Education, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE COMMERCIAL AGREEMENT BETWEEN Instrument Education AND YOU.

26. Indemnity
You hereby irrevocably indemnify Instrument Education, Instrument Education’s officers, employees and agents against any claim, liability, loss, damage, costs including the cost of any settlement and legal costs and expenses, arising out of or in any way connected with (i) your access to or use of Instrument Education’s Website or Instrument Education’s Services, (ii) your User Information, or (iii) your violation of this Agreement. You indemnify Instrument Education, Instrument Education’s officers, employees and agents against any claim, liability, loss, damage, costs (including the cost of any settlement and legal costs), and expenses arising out of or as a consequence of a default or unlawful or negligent act or willful act or omission on your part (including, if relevant, your officers, employees, agents or subcontractors). Without limiting the preceding paragraph, you indemnify Instrument Education, Instrument Education’s officers, employees and agents from and against any claim, liability, loss, damage, costs (including the cost of any settlement and legal costs and expenses on a solicitor and own client basis), and expenses incurred by virtue of any breaches of a third party’s intellectual property rights as a direct or indirect consequence of your use of the Website or any software or other intellectual property licensed to you under this agreement. This clause survives the termination of this Agreement.

27. Compliance with Laws
By entering into this agreement you represent and warrant that you are in compliance with and will continue to comply with all applicable laws, rules, and regulations, including without limitation US economic sanctions, export controls, anti-corruption, anti-money laundering and tax laws, and all other laws, as applicable, in the performance of this Agreement.

28. Termination
28.1. Term. This Agreement will commence when you accept its terms, and unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as you are accessing Instrument Education’s Website and Instrument Education is providing Services to you.

28.2. You may terminate your membership and account with Instrument Education by providing Instrument Education with 30-days written notice of your decision to terminate the use of the Website.

28.3. Effect of Termination. Upon the expiration or termination of this Agreement, you will no longer be able to access and use Instrument Education Website.

28.4. Transactions that are Still in Process. If you are a Seller, in the event that upon the expiration or termination of this Agreement, a Buyer has a copy of a valid unexpired quote from you and wishes to place an order, or the performance of Freight Services agreed to through the Instrument Education Website is ongoing, the expiration or termination of this Agreement will not affect the terms of such agreement between you and another Member. Sellers are obligated and agree to carry out the Freight Services specified in such an agreement to completion in accordance with the terms of the agreement between the Seller and Buyer for the transaction in question and Buyers are obligated and agree to fulfil their obligations under such agreement, including payment obligations to Instrument Education.

28.5. Survival. The rights and obligations of the parties contained in the following Sections will survive termination of this Agreement: Section 7 (Intellectual Property); Section 8.2 (Disputes with Sellers); Section 9.2 (Disputes with Buyers); Section 28.3 (Effect of Termination); Section 28.4 (Transactions that are Still in Process); Section 28.5 (Survival); Section 24 (Disclaimer of Warranties); Section 26 (Indemnity) and Section 25 (Limitation of Liability).

29. General
29.1. Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without Instrument Education’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. Instrument Education may assign or transfer this Agreement without restriction or your consent to an affiliated company or to a successor or acquirer, as the case may be, in connection with a merger or acquisition, or the sale of all or substantially all of our assets. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

29.2. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.

29.3. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Delaware state, excluding its body of law controlling conflict of laws. Any disputes will be resolved exclusively by binding arbitration in New York under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.

29.4. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

29.5. Notices. Any notices or other communications provided by Instrument Education under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Instrument Education Website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Notices to Instrument Education should be sent to [email protected]

29.6. Waiver. Instrument Education’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision.

29.7. Entire Agreement. This Agreement, together with all documents which incorporate this Agreement and which are incorporated by reference into this Agreement (including the Instrument Education Digital Freight Marketplace Customer/User Agreement, the Vendor/Supplier Agreement, the Instrument Education Privacy Policy and any other agreements entered into between you and Instrument Education and Instrument Education policies) constitutes the complete and exclusive agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter.