TERMS AND CONDITIONS

1. PIERS Product:
   This Data License Agreement sets forth the terms and conditions upon which JOC Group, Inc. ("JOC") will make available to Subscriber (“Subscriber”) the PIERS Product (“PIERS Product”) to which this Data License Agreement, the "Agreement" applies. Please read this Agreement very carefully before subscribing to the PIERS Product. Use of the PIERS Product indicates that you accept the terms and conditions contained in this Agreement. If you do not accept the terms and conditions contained in this Agreement, please do not register for, subscribe or use the PIERS Product.
2. Authorized Users:
   (a) An Authorized User is a designated password holder for the PIERS Product subscribed to by the Subscriber. (“Authorized User”) JOC may change an Authorized User’s password from time to time for security reasons; users will be notified of any changes.
   (b) Authorized Users shall use the PIERS Product data and information solely for the benefit of Subscriber.
3. License:
   (a) Subscriber may access and retrieve PIERS Product from JOC only through online access and only for use by Authorized Users solely in accordance with the terms and conditions of use set forth in Sections 3(b), (c) and (d) below.
   (b) License Grant: JOC grants to Subscriber, during the Term, a non-exclusive, non-transferable, non-sublicensable revocable license to download and use the information and data provided by the PIERS Product ("Licensed Information") - solely and exclusively in connection with Subscriber’s business pursuant to the terms of this Agreement and only during the Term. JOC grants Subscriber no other right or license with respect to Licensed Information, whether by implication, estoppel, operation of law, or otherwise. All rights not expressly granted to Subscriber by this Agreement are reserved to JOC or its licensors.
   (c) Restrictions on Use of Licensed Information: Subscriber and its Authorized Users shall not: (i) resell the Licensed Information to any third party, or directly or indirectly, allow any third party to download or use Licensed Information; (ii) disclose the substance of Licensed Information to any third party, except that Authorized Users may communicate discrete data derived from Licensed Information to third parties solely for the purpose of carrying out Subscriber’s business; (iii) duplicate, modify, reverse engineer, disassemble or decompile any software programs associated with Licensed Information; (iv) store or transmit Licensed Information in or to any web site, newsgroup, mailing list or electronic bulletin board, or regularly or systematically store Licensed Information in electronic or print form or share with any third party, without the prior written consent of JOC; or (iv) violate any applicable law in its use of information, data, or functions. Any breach of these restrictions may result in immediate termination of this Agreement and liability for damages. Subscriber agrees to immediately notify JOC if it becomes aware of any unauthorized use of Licensed Information or any associated software.
   (d) Ownership and Confidentiality of Licensed Information: Subscriber acknowledges that JOC and its licensors own all right, title and interest in and to Licensed Information and all associated software and other materials. Subscriber agrees that it shall not remove, obscure, or modify any copyright, trademark, or other form of proprietary notice or indicia of origin on Licensed Information, or use JOC’s trademarks or other form of proprietary notice or indicia of origin without the prior written consent of JOC. Subscriber further acknowledges that Licensed Information contains valuable trade secrets and confidential information of JOC and its licensors, and Subscriber agrees to take all reasonable measures to maintain the confidentiality of Licensed Information and to ensure that it is not accessed, downloaded, used, or disclosed by or to third parties.
4. Term:
   The initial term of this Agreement (the "Initial Term") is set forth in the PIERS Product offer.The Initial Term is referred to herein as the "Term”.
5. Payment of Fee, Subscriber Subscription, Billing Privacy:
   (a) Payment of Fee and Taxes: are due and must be made according to the PIERS Product offer. JOC will process payment in U.S. dollars for the fee(s) set forth in the PIERS Product offer, and for all applicable taxes which may be levied or assessed based on the Subscriber’s payment. Thereafter, Subscriber’s subscription will renew automatically based on Subscriber’s renewal status set on the account setting page of the PIERS Product. The Subscriber will receive a receipt upon each payment processed. Subscriber shall notify JOC of any dispute in writing within five (5) days of the payment process date. Subscriber will receive a credit memo subsequent to a dispute resolution if the parties resolve the dispute in favor of Subscriber.
   (b) Modifying Subscriber Subscription: There are no refunds or credits for partial months of service, PIERS Product offer downgrades, or refunds for unused time if you cancel your subscription before the end of PIERS Product offer Term. Subscriber may increase their PIERS Product offer without increasing the initial PIERS Product offer Term,
   (c) Billing Privacy: JOC uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Subscriber billing information except to process Subscriber credit card information for JOC.
6. Termination, Destruction of Licensed Information
   (a) JOC may terminate this Agreement, with immediate effect upon written notice to Subscriber, if Subscriber breaches a material provision of this Agreement.
   (b) Subscriber will be charged for all fees due during the Term regardless of whether Subscriber accesses or uses the PIERS Product or discontinues use during the Term.
7. Disclaimer of Warranties:
   Subscriber expressly acknowledges that Licensed Information and associated data are derived from third-party sources, such as ship manifests and other documents submitted to the United States Customs Service by shippers, freight forwarders, and consignees, over which JOC has no control, and that JOC has not made, and does not make, any representations whatsoever as to the accuracy, completeness, reliability, or timeliness of Licensed Information. JOC, accordingly, makes no warranties with respect to Licensed Information or associated software, and DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED, INCLUDING CONDITIONS OR WARRANTIES IMPLIED BY STATUTE OR OTHERWISE) WITH RESPECT TO LICENSED INFORMATION, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR OTHERWISE.
8. Limitation of Liability:
   JOC’S LIABILITY WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY SUBSCRIBER DURING THE AGREEMENT YEAR IN QUESTION. IN NO EVENT SHALL JOC HAVE ANY LIABILITY TO SUBSCRIBER OR ANY OTHER ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, OR OTHER DAMAGES OR LOSSES FOR ANY CLAIM OR DEMAND ARISING OUT OF OR RELATING TO: (i) THIS AGREEMENT, THE PIERS PRODUCT, OR ITS PERFORMANCE; (ii) THE CORRUPTION OR ERASURE OF DATA OR INFORMATION TRANSMITTED, RECEIVED, OR STORED IN ANY MANNER; AND (iii) ANY SOFTWARE ERRORS OR BUGS, COMPUTER VIRUSES, OR ANY INABILITY TO ACCESS THE INTERNET OR SERVERS HOSTING LICENSED INFORMATION, REGARDLESS OF THE FORM OF ACTION, DAMAGES, CLAIM, LIABILITY, COST, EXPENSE OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE.
9. Indemnity:
   Subscriber shall indemnify, defend and hold harmless JOC, its parent, subsidiaries, affiliated companies and their respective officers, directors, employees, agents and other representatives from and against all liabilities, damages, claims, losses, fees, costs and expenses, including reasonable attorneys’ fees, arising, directly or indirectly, out of or in connection with use of or access to, or the inability to use or access to the PIERS Product by Subscriber and its Authorized Users or acts or omissions in connection with the foregoing or breach of this Agreement or any of the representations or warranties contained herein.
10. Injunctive Relief:
    Subscriber acknowledges that any unauthorized use, disclosure, or transfer of Licensed Information may diminish substantially the value of such Licensed Information and cause JOC irreparable harm. Accordingly, Subscriber agrees that JOC shall be entitled to seek injunctive or other equitable relief, without any requirement to post an injunction or surety bond, in addition to all available legal remedies, arising from or related to any breach of the obligations of Subscriber or its Authorized Users of the provisions of Sections 3 and 6.
11. Force Majeure:
    JOC shall not be deemed to be in default for any delay or failure in performance or interruption of the delivery of Licensed Information resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.
12. Miscellaneous:
    This Agreement constitutes the entire and complete understanding of the parties and supersedes all prior communications, representations, understandings, and agreements, whether oral or written, by or between the parties. This Agreement may only be amended or modified by written instrument executed by both parties. The parties consent and agree that the construction, interpretation and enforcement of this Agreement shall be governed by the laws of the State of New Jersey, without regard to principles of conflict of laws, and that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The parties further consent and agree that the courts of the State of New Jersey or the United States District Court for the District of New Jersey shall have exclusive jurisdiction over any claim or dispute arising under or related to this Agreement, and each party consents to the personal jurisdiction and venue therein. Subscriber may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of JOC. JOC reserves the right, at its sole discretion, to assign this Agreement or any of its rights and delegate any of its duties hereunder, in whole or in part. As part of the registration process for the PIERS Product, the Subscriber’s Authorized Users must provide accurate registration information. Authorized Users may not share their passwords with any third party, authorize any third party to use their respective passwords or impersonate another person in their registration information. Authorized Users are responsible for maintaining the confidentiality of their passwords, and each such Authorized User and shall immediately notify PIERS at www.piers.com/support of any known or suspected unauthorized use(s) of their account, or any known or suspected breach of security. Authorized Users are responsible for all usage or activity on their individual account. Any failure to abide by these registration and security requirements or fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at JOC’s sole discretion, and JOC may refer you to appropriate law enforcement agencies. By clicking "I accept", you, on behalf Subscriber, agree to be bound by this Agreement. You represent and warrant that you have full right, power and authority on behalf of your company to accept this Agreement.