Terms and Conditions - FactoRight

Published: May 22, 2023

By using the platform, you agree to be bound by these terms and conditions and our privacy policy. In these terms and conditions, the words "platform" refers to the FactoRight Google Chrome extension and the website as a whole, "we", "us", "our" and "FactoRight" refers to FactoRight and "you" and "user" refers to you, the user of FactoRight.

The following terms and conditions apply to your use of the platform. This includes mobile and tablet versions, as well as any other version of FactoRight accessible via desktop, mobile, tablet, social media or other devices.

PLEASE READ THESE CONDITIONS CAREFULLY BEFORE DOWNLOADING AND USING THE FUNCTIONALITIES AVAILABLE ON THE PLATFORM.

1. 1. ACCEPTANCE OF TERMS

   By downloading, installing, and using the platform, you agree to be bound by this agreement. If you do not accept the terms of this agreement, you should not use the platform and discontinue use of the platform immediately. We may modify this agreement from time to time, and such modification shall be effective upon its posting on the platform. You agree to be bound by any modification to these terms and conditions when you use FactoRight after any such modification is posted; it is therefore important that you review this agreement regularly.

   Use of the platform and services is prohibited for children under the age of 13. For children under the age of 18 and over the age of 13, it is the responsibility of parents and legal guardians to determine whether use of the platform or any of the services available on the platform is appropriate for their child or ward.

   By using the platform, you represent and warrant that you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into this agreement.

2. 2. NOTIFICATIONS AND NEWSLETTER

   By providing FactoRight with your email address and telephone number, you agree that we may use your email address to send you important notifications and communications about our services, news and special content. If you do not wish to receive these emails, you may opt-out of receiving them by sending us your request through our contact information or by using the "unsubscribe" option in the emails. Opting out may prevent you from receiving emails regarding our services, important news and special content.

3. 3. SUBSCRIPTIONS

   The use of the platform is available through paid subscriptions. The user can request a free trial before purchasing a subscription by providing an email address. Only one free trial will be provided per email. When a user purchases a subscription, FactoRight will send a confirmation email. This confirmation email will be produced automatically so that the user will have confirmation of the payment and the start of the subscription. If the user does not receive the email confirmation of the purchase and the start of the subscription, it is possible that it has been sent to your spam folder.

   FactoRight may change or discontinue the availability of subscriptions at any time at its sole discretion. If a subscription purchase is cancelled, the payment made for the subscription will be refunded in the applicable billing period. This does not affect your statutory rights.

   Subscriptions include automatic recurring payments. You authorize FactoRight to renew your subscription and to charge you periodically and progressively on each billing date. The subscription billing date is the date on which you purchase the subscription and make the first payment. On the applicable billing date, you will automatically be charged the applicable subscription fee. The subscription will remain active until you cancel it or we terminate it. You must cancel your subscription before it renews to avoid the next billing period. We will bill you for the subscription billing fee in the payment method you choose during registration and subscription purchase.

   Subscriptions will automatically renew for an additional billing period unless cancelled prior to the next billing period. Users may cancel the subscription through the user account settings in the billing section or by submitting a cancellation request through our contact information and the subscription will be cancelled for the next billing period. If a subscription is cancelled, the user will be able to continue to use the payment features of the subscription until the next billing period, at which time the subscription and access to the payment features of the subscription will be cancelled.

4. 4. PAYMENTS

   Subscriptions can be paid by the following payment methods:

   • Credit/debit card (Visa, Master, Discover, Amex, Diners, etc.)

   Payments will be processed through our payment processor Stripe. The subscription payment will be charged to your credit/debit card immediately upon completion of the payment and registration process for the subscription or additional service request. The subscription will be activated upon completion of the payment and registration process and will be charged on each billing date automatically. Once the transaction is processed, we will send an electronic receipt to the user's email address.

   If you find any inconsistencies in your billing, please contact us via our contact details or you can make a complaint via the customer service of the relevant payment processor.

   If your card is declined, you will receive an error message. No payment will be charged to your card and no order will be processed. There may be a pending transaction on your account until your card issuing bank withdraws the authorization. This usually takes 2 to 5 working days. Your card may be declined for a number of reasons, such as insufficient funds, AVS (Address Verification System) mismatch or you have entered an incorrect security code.

   If your payment is declined, you will need to provide an alternative payment method or provide another card on which the payment can be charged and processed.

   Your payment data will be processed and retained securely and for the sole purpose of processing the purchase of subscriptions. FactoRight reserves the right to engage any payment processor available on the market to process your data for the sole purpose of processing the purchase of subscriptions.

5. 5. LICENSE TO USE THE PLATFORM

   By downloading and installing the platform, FactoRight grants you a personal, worldwide, royalty-free, non-assignable, non-exclusive license to use the platform and the features included in the platform. This license is for the sole purpose of allowing you to use the features available on the platform as permitted by these terms, including the truck management system and the following features:

   • Set and save your upload preferences with filter functions.
   • Creating and sending e-mails preloaded on the platform.
   • Searching for uploads according to specified criteria.
   • Profit calculator for real-time evaluation of fuel costs, tolls and RPM.

   You may not copy, modify, distribute, sell or rent any part of our platform or the included software, nor may you reverse engineer or attempt to extract the source code of such software, unless such restrictions are prohibited by law, or you have our written permission.

   The user agrees not to use the platform and the services negligently, for fraudulent purposes or in an unlawful manner. Likewise, the user agrees not to partake in any conduct or action that could damage the image, interests, or rights of the FactoRight platform or third parties.

   FactoRight reserves the right to terminate your access immediately, with or without notice, and without liability to you, if FactoRight believes that you have violated any of these terms or interfered with the use of the platform by others.

6. 6. DISCLAIMER

   By using the platform and the functionalities available on the platform, you accept personal responsibility for the use of the platform and any information processed through the platform. You agree that FactoRight does not guarantee any outcome, benefit or failure as a result of your use of our platform. You acknowledge and agree that your ultimate success or failure to use the platform will be the result of your particular situation and other circumstances beyond FactoRight's control.

7. 7. COPYRIGHT

   All materials on FactoRight, including, without limitation, names, logos, trademarks, games, images, text, columns, graphics, videos, photographs, illustrations, software and other elements are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by FactoRight or by third parties that have licensed or otherwise provided their material to the platform. You acknowledge and agree that all Materials on FactoRight are made available for limited, non-commercial, personal use only. Except as specifically provided herein. No material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose, by any person or entity, without FactoRight prior express written permission. You may not add, delete, distort, or otherwise modify the material. Any unauthorized attempt to modify any material, to defeat or circumvent any security features, or to utilize FactoRight or any part of the material for any purpose other than its intended purposes is strictly prohibited.

8. 8. COPYRIGHT INFRINGEMENT

   FactoRight will respond to all inquiries, complaints and claims regarding alleged infringement for failure to comply with or violation of the provisions contained in the Digital Millennium Copyright Act (DMCA). FactoRight respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any material provided on or in connection with the platform infringes your copyright or other intellectual property right, please send us your copyright infringement request pursuant to Section 512 of the Digital Millennium Copyright Act (DMCA), via our contact information, with the following information:

   • Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers or a statement regarding ownership of the work should be included.
   • A statement that specifically identifies the location of the infringing material, in sufficient detail so that FactoRight can find it on the platform.
   • Your name, address, telephone number and email address.
   • A statement by you that you have a good faith belief that the use of the allegedly infringing material is not authorized by the copyright owner, or its agents, or by law.
   • A statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or authorized to act on its behalf.
   • An electronic or physical signature of the copyright owner or of the person authorized to act on the copyright owner's behalf.
9. 9. PROHIBITED ACTIVITIES

   The content and information available on the platform (including, but not limited to, data, information, text, music, sound, photos, graphics, video, maps, icons or other material), as well as the infrastructure used to provide such content and information, is proprietary to FactoRight or licensed to the FactoRight by third parties. For all content other than your content, you agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software or services obtained from or through the platform. In addition, the following activities are prohibited:

   • Access, monitor, reproduce, distribute, transmit, broadcast, display, sell, license, copy or otherwise exploit any content of the services, including but not limited to, using any robot, spider, scraper or other automated means or any manual process for any purpose not in accordance with this agreement or without our express written permission.
   • Violate the restrictions in any robot exclusion headers on the services or bypass or circumvent other measures employed to prevent or limit access to the services.
   • Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure.
   • Deep-link to any portion of the services for any purpose without our express written permission.
   • "Frame", "mirror" or otherwise incorporate any part of the platform into any other platforms or service without our prior written authorization.
   • Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by FactoRight in connection with the services.
   • Circumvent, disable or otherwise interfere with security-related features of the platform or features that prevent or restrict use or copying of any content.
10. 10. DISCLAIMER OF WARRANTIES

    Because of the nature of the Internet FactoRight provides and maintains the platform on an "as is", "as available" basis and makes no promise that use of the platform will be uninterrupted or entirely error free. We are not responsible to you if we are unable to provide our Internet services for any reason beyond our control.

    Except as provided above we can give no other warranties, conditions or other terms, express or implied, statutory or otherwise and all such terms are hereby excluded to the maximum extent permitted by law.

    You will be responsible for any breach of these terms by you and if you use the platform in breach of these terms you will be liable to and will reimburse FactoRight for any loss or damage caused as a result.

    FactoRight shall not be liable for any amount for failure to perform any obligation under this Agreement if such failure is due to the occurrence of any unforeseen event beyond its reasonable control, including, without limitation, Internet outages, communications outages, fire, flood, or any uncontrollable act of nature.

    These terms do not affect your statutory rights as a consumer which are available to you.

    Subject as aforesaid, to the maximum extent permitted by law, FactoRight excludes liability for any loss or damage of any kind howsoever arising, including without limitation any direct, indirect or consequential loss whether or not such arises out of any problem you notify to FactoRight and FactoRight shall have no liability to pay any money by way of compensation, including without limitation all liability in relation to:

    • Any incorrect or inaccurate information on the platform.
    • The infringement by any person of any Intellectual Property Rights of any third party caused by their use of the platform.
    • Any loss or damage resulting from your use or the inability to use the platform or resulting from unauthorized access to, or alteration of your transmissions or data in circumstances which are beyond our control.
    • Any loss of profit, wasted expenditure, corruption or destruction of data or any other loss which does not directly result from something we have done wrong.
    • Any amount or kind of loss or damage due to viruses or other malicious software that may infect a user's computer equipment, software, data or other property caused by persons accessing or using content from the platform or from transmissions via emails or attachments received from FactoRight.
    • All representations, warranties, conditions and other terms which but for this notice would have effect.
11. 11. ELECTRONIC COMMUNICATIONS

    FactoRight will not accept any responsibility for failed, partial or garbled computer transmissions, for any breakdown, failure, connection or availability of computer, telephone, network, electronic or Internet hardware or software, for Internet accessibility or availability or traffic congestion or for any unauthorized human acts, including any errors or mistakes.

12. 12. INDEMNIFICATION

    You agree to defend and indemnify FactoRight from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of:

    • Your breach of this agreement or the documents referenced herein.
    • Your violation of any law or the rights of a third party.
    • Your use of the FactoRight platform.
13. 13. CHANGES AND TERMINATION

    We may change the platform and these terms at any time, in our sole discretion and without notice to you. You are responsible for remaining knowledgeable about these terms. Your continued use of the platform constitutes your acceptance of any changes to these terms and any changes will supersede all previous versions of the terms. Unless otherwise specified herein, all changes to these terms apply to all users take effect. Furthermore, we may terminate this agreement with you under these terms at any time by notifying you in writing (including by email) or without any warning.

14. 14. INTEGRATION CLAUSE

    This agreement together with theprivacy policy and any other legal notices published by FactoRight, shall constitute the entire agreement between you and FactoRight concerning and governs your use of the platform.

15. 15. DISPUTES

    The user agrees that any dispute, claim or controversy arising out of or relating to these terms and conditions, or the breach, termination, enforcement, interpretation or validity thereof or the use of the platform, shall be resolved by binding arbitration between the user and FactoRight, provided that each party retains the right to bring an individual action in a court of competent jurisdiction.

    In the event that a dispute arises in connection with the use of the platform or breach of these terms and conditions, the parties agree to submit their dispute to arbitration resolution before a reputable arbitration organization as mutually agreed by the parties and in accordance with applicable commercial arbitration rules.

    To the fullest extent permitted by law, you agree that you will not file, join or participate in any class action lawsuit in connection with any claim, dispute or controversy that may arise in connection with your use of the platform.

    The courts of the United States, specifically the courts located in the State of Virginia, shall have jurisdiction over any dispute, controversy or claim relating to FactoRight and its business operations. Any such dispute or controversy shall be brought and resolved in the courts of the United States, specifically the courts located in the State of Virginia.

16. 16. FINAL PROVISIONS

    These conditions are governed by international law, specifically the United States law. Use of the FactoRight platform is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions.

    Our performance of these terms is subject to existing laws and legal process, and nothing contained in these terms limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of our platform or information provided to or gathered by us with respect to such use.

    If any part of these terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Our failure or delay in enforcing any provision of these terms at any time does not waive our right to enforce the same or any other provision(s) hereof in the future.

    Any rights not expressly granted herein are reserved.