Terms of Service
By accessing our website and platform, you are agreeing to be bound by these terms of service, and agree that you are responsible for compliance with any applicable local laws.
PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY CHAINE, INC. (CHAINE). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH CHAINE WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. TO THE EXTENT THESE TERMS CONFLICT WITH ANY ORDER FORM, SUCH ORDER FORM SHALL GOVERN.
Welcome to Chaine, Inc. (“Company”, “we”, “our”, “us”)! As you have just clicked our Terms of Service, please pause, grab a cup of coffee and carefully read the following pages. It will take you approximately 20 minutes.
Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. Subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Chaine grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to access and use the Chaine product(s) and/or service(s) specified in an Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) only for Customer’s business purposes as provided herein and only in accordance with user documentation provided by Chaine for such Service (the “Documentation”).
Chaine may make the Service available to Customer on a trial basis free of charge (“Free Trial”), which will commence upon the date of Customer’s first use of the Service and shall continue for the trial period specified on the applicable Order Form or, if not specified thereon, otherwise communicated to the Customer in writing (email to suffice) (each, a “Trial Period”). Notwithstanding anything to the contrary in this Agreement, (i) the Service under the Free Trial is provided “AS-IS”, without warranty of any kind, (ii) Customer’s access to the Service may be limited, (iii) Chaine shall not have any obligation to provide any support for the Service (including without limitation pursuant to Section 4 (Support & Maintenance)), and (iv) Chaine shall have no indemnification obligation or liability of any kind with respect to the Service for the Free Trial (unless such exclusion of liability is not enforceable under applicable law, in which case Chaine’s liability with respect to the Service provided during the Free Trial shall not exceed $100.00). Chaine will notify Customer before any Services Customer is then using begin carrying a fee. If Customer does not cancel its account prior to the end of a Trial Period, Customer shall be responsible for all applicable fees in accordance with Section 7. In the event of a conflict between this Section 3 and any other portion of this Agreement, this Section 2 shall control. Either party may terminate the applicable Order Form without cause during the Trial Period immediately upon notice to the other party.
Subject to Customer’s payment of all applicable fees, Chaine will provide support and maintenance for the Services.
Service Updates. From time to time, Chaine will provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement. Customer understands that Chaine may cease supporting old versions or releases of the Services at any time in its sole discretion; provided that Chaine shall give Customer no less than 90 days prior notice of any major changes.
As between the parties and except as set forth herein, Chaine retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Chaine for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Chaine with respect to the Service (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Chaine notwithstanding anything else. Chaine acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Customer shall, and hereby does, grant to Chaine a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Chaine’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
Customer shall pay Chaine the fees for the Service as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly or annually, depending on the Order Form terms, in advance and all undisputed amounts due under invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from the date on which Customer recieves an applicable invoice. Customer shall pay a late fee of past due invoices at the lesser of 1.5% per month or the maximum amount permitted by applicable law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on Chaine’s income, property, and/or employees). Unless otherwise provided herein, all Fees paid are non-refundable. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) Chaine shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Chaine’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the section entitled “Term; Termination”, below, such renewal shall include the additional fees for such excess users and usage.
Customers that are on load tier pricing with commitments to monthly load volumes may incur overage charges. Overage charge per load is calculated at 54 percent plus the cost per load in the customer’s current tier. If the current tier plus monthly overage costs surpass the next tier per monthly cost, Chaine may automatically choose to bump the customer up to the next tier, subject to mutual agreement from Chaine and the Customer.
Text messaging costs may apply depending on the features in your current plan. SMS cost is based on text messaging usage and it is billed separately at the end of the month. We use standard third-party texting and carry the charges directly over to our customers. Current costs for SMS: $0.0075 outbound, $0.0075 inbound; MMS: $0.02 outbound, $0.01 inbound.
Except as expressly set forth in this Agreement, Customer shall not (and shall not knowingly permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party, except as contemplated as part of the Service; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Chaine product or service; (vii) knowingly interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (viii) bypass any measures Chaine may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Service (or any information, data or content made available through the Service), whether through use of manual or automated means; (x) knowingly use the Service in a manner that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (xi) jeopardize the security of any Customer Chaine account or anyone else’s account (such as allowing someone else to log in to the Services as you); (xii) attempt, in any manner, to obtain the password, account, or other security information from any other user; (xiii) knowingly violate the security of any computer network, or cracks any passwords or security encryption codes; or (xiv) run Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while Customer is not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws). Further, Customer shall not use the Service to knowingly send:
Chaine treats all messaging transmitted via the Service as Application-to-Person (“A2P”) messaging. All A2P messages originating from Chaine are subject to this Messaging Policy. Customer is responsible for any person to which it provides the ability to send messages through Chaine.
Customer is responsible for obtaining all necessary consents required for the transmission of any communications to recipients through the Service, including processing all opt-in and opt-out requests in compliance with applicable law and carrier guidelines, including the Telephone Consumer Protection Act (TCPA) and any applicable state laws. Customer shall maintain records of all such consents and shall, upon the request of Chaine, provide copies of such records to Chaine. Customer represents and warrants that it has obtained, and will continue to obtain, all required consents prior to sending any messages through the Service. Chaine assumes no liability for Customer's failure to obtain proper consent or to comply with applicable messaging laws and regulations.
Customers sending recurring or periodic messages through the Service must obtain prior express written consent from each recipient before sending. At the time of opt-in, Customers must clearly disclose the message program name, the types of messages to be sent, that message and data rates may apply, message frequency, and how to opt out. Consent must be obtained independently for each distinct message program and may not be inferred from consent given for other purposes.
Each message sent through the Service must clearly identify the Customer or business on whose behalf the message is sent. Messages may not misrepresent the sender's identity, impersonate another entity, or omit sender identification in a manner that would mislead a recipient about the source of the message.
Customers must honor opt-out requests promptly. Upon receiving a STOP (or equivalent opt-out keyword) from a recipient, the Customer must: (i) cease sending further messages to that recipient within the timeframe required by applicable law and carrier guidelines; (ii) send a single confirmation message acknowledging the opt-out; and (iii) not re-enroll the recipient without their affirmative re-consent. Customers must also honor opt-out requests received through any other channel made available at the time of opt-in.
As part of the Service, Customer may receive communications through the Service, including messages that Chaine sends Customer (for example, via email or SMS). By signing up for the Service and providing Chaine with Customer’s wireless number, Customer confirms that Customer wants Chaine to send Customer information regarding Customer’s account or transactions with Chaine or that Chaine thinks may be of interest to Customer, which may include Chaine using automated dialing technology to text Customer at the wireless number Customer provided, and Customer agrees to receive communications from Chaine, and Customer represents and warrants that each person Customer registers for the Service or for whom Customer provides a wireless phone number has consented to receive communications from Chaine. Customer agrees to indemnify and hold Chaine harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to Customer’s breach of the foregoing.
The following terms apply to any email or SMS communication you may receive:
Except as set forth herein, paid Subscription fees are non-refundable.
We may use third-party Service Providers to monitor and analyze the use of our Service.
Google Analytics: Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network.
For more information on the privacy practices of Google, please visit the Google Privacy Terms web page:https://policies.google.com/privacy?hl=e
We also encourage you to review the Google’s policy for safeguarding your data:https://support.google.com/analytics/answer/6004245.
Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Company, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Service.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
Service and its original content (excluding Customer Data), features and functionality are and will remain the exclusive property of Chaine, Inc. and its licensors. Service is protected by copyright, trademark, and other laws of the United States. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Chaine, Inc.
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to support@trychain.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”
Our Service may contain links to third party web sites or services that are not owned or controlled by Chaine, Inc.
Chaine, Inc. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
YOU ACKNOWLEDGE AND AGREE THAT CHAINE, INC. SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.
WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.
Chaine shall indemnify, defend, and hold harmless Customer and its affiliates, and their respective directors, officers, employees, agents, and permitted successors and assigns, from and against any and all losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of or relating to: (a) any breach by Chaine of this Agreement; (b) any violation of applicable law by Chaine; (c) Chaine’s gross negligence, willful misconduct, or more culpable conduct; and (d) any claim, suit, action, or proceeding by a third party alleging that the products, services, or deliverables provided by Chaine under this Agreement infringe, misappropriate, or otherwise violate any intellectual property right of such third party. The foregoing obligations are conditioned on Customer promptly notifying Chaine of the claim, granting Chaine sole control of the defense and settlement (provided that any settlement fully releases Customer and imposes no admission of liability or obligation on Customer other than payment indemnified hereunder), and reasonably cooperating at Chaine’s expense. The foregoing indemnification obligations shall not apply to the extent that such Claims arise out of or relate to Customer Data, as provided to Chaine, infringes, misappropriates, or otherwise violates any intellectual property right of any third party and/or Customer has not obtained the proper consents or authorizations to provide Chaine with Customer Data as contemplated hereunder (“Customer Claims”). Customer shall indemnify, defend, and hold harmless Chaine and its affiliates, and their respective directors, officers, employees, agents, and permitted successors and assigns, from and against any and all Claims to the extent that they constitute Customer Claims.
EXCEPT FOR THE EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (“GENERAL LIABILITY CAP”), AND THE FOREGOING LIMITATION IS A CUMULATIVE CAP AND NOT PER INCIDENT OR CLAIM. EXCEPT FOR THE EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, PUNITIVE, OR COVER DAMAGES; LOST PROFITS; LOSS OF REVENUE; LOSS OF GOODWILL; LOSS, CORRUPTION, OR INACCURACY OF DATA; BUSINESS INTERRUPTION; OR COSTS OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE. FOR PURPOSES OF THIS SECTION, “EXCLUDED CLAIMS” MEANS: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; (B) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; (C) A PARTY’S VIOLATION OF APPLICABLE DATA PRIVACY OR DATA SECURITY OBLIGATIONS UNDER THIS AGREEMENT OR APPLICABLE LAW; AND (D) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO EXCLUDED CLAIMS SHALL NOT EXCEED THE GREATER OF (I) THREE (3) TIMES THE GENERAL LIABILITY CAP OR (II) TWO MILLION DOLLARS ($2,000,000). NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE BARGAIN AND REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES, AND THAT ABSENT SUCH LIMITATIONS AND EXCLUSIONS, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
These Terms shall be governed and construed in accordance with the laws of State of Delaware without regard to its conflict of law provisions (other than those that would permit the application of Delaware law to this Agreement.
Any failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.
No modification, supplementation, or amendment shall be binding upon this Agreement unless executed in a signed writing between the parties. The parties agree that any terms or conditions presented by Chaine in connection with the use of any website, portal, platform, application, download, installation, registration, sign-up, account creation, purchase order system, invoice portal, or other online service (including “click-through,” “clickwrap,” “browsewrap,” “shrinkwrap,” “terms of use,” “end user license agreements,” or similar online or embedded terms) are of no force or effect and do not amend, modify, supplement, or supersede this Agreement. Any assent to such terms by Customer, including any of its personnel, contractors, or users—through the act of clicking, checking a box, logging in, accessing, or using any system shall be deemed a technical requirement only and shall not constitute acceptance of any additional or different terms.
No waiver by either party of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of either party to assert a right or provision under Terms shall not constitute a waiver of such right or provision.
If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.
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Chain is an AI-powered freight visibility platform that automates manual work, so you can scale faster.
