TERMS AND CONDITIONS OF USE

Acknowledgement and acceptance of terms and conditions of use

This is a legal Agreement ("Agreement") between you, including any company or other business entity you are representing, if any (collectively, the "User") and Livingston International Inc., its affiliates and related companies and entities (“Livingston”). This Agreement governs the access to and use of all Solutions (collectively, the "Solutions") for which User registers and which are provided by or through the Livingston Web site and the Livingston online resources, including without limitation the Livingston Web site building and hosting Solutions. If you do not agree to the terms of this Agreement, do not purchase, use or access the Solutions.

The access to Solutions is offered to User conditional upon User’s acceptance without modification of this Agreement. User acknowledges that, from time to time, it may be necessary for Livingston to update or revise certain provisions of this Agreement. By accepting this Agreement, User agrees that Livingston may change the terms of the Agreement in its sole discretion without specific notice to User but Livingston agrees to have the updated terms available on Livingston’s Web site within a reasonable time. If User does not agree to the changes proposed by Livingston, or to any terms found within this Agreement, User’s sole and exclusive remedy is to cancel User’s account.

Description of Solutions

The Solutions are Internet-based applications owned by Livingston and are provided through the Livingston Web site.

Registration obligations

Each User must: (a) provide true, accurate, current and complete information on the Solutions' registration form and (b) maintain and promptly update the registration data as necessary.  If, after investigation, we have reasonable grounds to suspect that any User’s information is untrue, inaccurate, fraudulent, not current or incomplete, we may suspend or terminate that User’s account and prohibit any and all current or future use of the Solutions (or any portion thereof) by that User.

Use and protection of User name and password

Each User will receive a User name and password upon completing the Solutions' registration process and is wholly responsible for maintaining the confidentiality thereof and wholly liable for all activities occurring there under. Livingston cannot and will not be liable for any loss or damage arising from a User’s failure to comply with this section. Livingston cannot and will not be liable for any loss or damage arising hereunder or those arising from any User’s failure to (a) immediately notify Livingston of any unauthorized use of his or her password or account or any other breach of security and (b) ensure that he or she exits, terminates or logs out from his or her account at the end of each session.

User conduct
User agrees:
Use of content and data entered:

The User, and not Livingston, is entirely responsible for all content that he or she uploads, posts, emails or otherwise transmits via Livingston or any Solutions. No User shall transmit content or otherwise conduct or participate in any activities on Livingston and/or any Solutions which, in the opinion of Livingston's counsel, are prohibited by law in applicable jurisdictions, including laws governing the encryption of software, the export of technology or the permissible uses of intellectual property. The content may be used solely for business, informational and internal purposes. The rights granted to the User constitute a license and not a transfer of title.

Livingston shall have the right (but not the obligation) in its sole discretion to refuse or delete any content that it reasonably considers to violate the terms of usage or be otherwise illegal. Livingston, in its sole and absolute discretion, may preserve content and may also disclose content if required to do so by law or judicial or governmental mandate or as reasonably determined necessary by Livingston to protect the rights, property or safety of Livingston or its Users.

Use of Product Database:

Through Livingston’s Solutions the user is able to view all current parts that are stored in their product database on Livingston’s system. This database includes a product description along with the 10-digit tariff classification code.

As the Importer of Record, customs regulations require you to exercise “reasonable care”, and you should advise Livingston of any incorrect tariff classification applied to your products.  Reason for changes to your tariff classification may include, but are not limited to:

 

·         New parts, sku’s, products, or commodities

·         Changes to the country where your products are sourced

·         Changes to your supplier or vendor

·         A ruling obtained from Customs

·         A finding during a Customs audit

The Solutions also allow for a full download of the user’s product database. In consideration of the transfer / download of the user’s Product Database, the receipt and sufficiency of which is hereby acknowledged, the user hereby fully and finally releases and forever discharges Livingston which includes its directors, officers, servants, agents, employees, successors, present and future subsidiaries and affiliated or related corporations, partners, trustees, heirs, personal representatives, associates, insurers and assigns, of and from any and all manner of action, causes of action, debts, claims, legal costs, or demands relating in any way to any causes of action that have been, or could have been, asserted by the user in connection with the transfer / download of any information contained in their Product Database to the user and/or its assigned parties.   Furthermore, the user agrees to not to make any claim or take any proceeding in connection with any of the claims released by virtue of the preceding paragraphs against any other person, corporation or entity who might claim contribution or indemnity from Livingston by virtue of the said claim, proceeding or complaint.

Use of Insight Imaging

Only the documents that are sent to or prepared by Livingston will be stored electronically.  Such documents may include, but not be limited, to the following:

 

Entry Summary (7501 / B3)                                            Commercial Invoice

Customs/Proforma Invoice                                            Carrier Manifest                     

Waybill                                                             Bill of Lading                               

Arrival Notice                                                                Delivery Order                                                   

                                                           

 

As part of this service, Livingston will provide the importer with on-line access to the records for a period of not less than 5 years from date of entry for your U.S. Entries and 6 plus current years for your Canadian Entries.

 

Livingston is NOT however, designated as the ‘official record keeper’ for Customs’ purposes in place of the importer.  All parties, including the importer, are ultimately responsible to ensure that the rules and regulations for document retention under U.S. Customs regulations (19 CFR Part 163) and Canadian Customs Regulations (Customs Act Subsection 40(1)) are legally complied with.

 

Some examples of other record keeping requirements not covered by Insight Imaging[S1]  include, but are not limited to:

 

Customs requires parties to keep “original” records.  “The term “original”, when used in the context of maintenance of records, has reference to records that are in the condition in which they were made or received by the person responsible for maintaining the records pursuant to 19 U.S.C. 1508 and the provisions of this chapter” (19 CFR 163.1).  For the purpose of this regulation, clients may consider records obtained from Livingston in electronic format (via Insight Imaging) as “originals”.  For other records, including their own original records and records received from other parties, clients may want to review U.S. Customs’ regulations (19 CFR part 163) and Canada Customs’ Regulations (Customs Act Subsection 40(1)) for requirements.

Information Ownership

By accepting this Agreement, the User accepts that all information or data input, transmitted to and/or stored within the Solutions becomes the sole property of Livingston.  Subject to the conditions of its privacy policy and its regulatory requirements, Livingston reserves the right to use this information for internal purposes as it deems appropriate without obtaining prior consent from the User.  To learn how Livingston protects your information refer to the Livingston online
Privacy Policy
.  The User further renounces ownership of this information and agrees that such information may only be shared with the User, in whole or in part, at the sole discretion of Livingston.

Compensation for Solutions

The User is required to pay a fee for all or any part of the Solutions for which User has chosen to register. User acknowledges that Livingston reserves the right to change any fees (which includes but is not limited to, increasing prices and charging a fee for upgrades and/or a Solutions for which Livingston does not currently charge a fee) at any time, provided, however, that Livingston gives the User reasonable notice prior to making any fee changes. In addition, Livingston will also give the User reasonable notice before performing any modification to the Solutions that could adversely impact the User. The terms of payment are 30 days from the invoice date. If the User finds any change to the Solutions to be unacceptable or having an adverse impact to it business operations, the User is free to cancel any part of the Solutions or the User account at any time; however, Livingston will not refund any remaining portion of User’s pre-paid fees when User cancels any part of the Solutions or User’s account. 

Termination of access to Solutions

A User’s account may be terminated for any reason including, but are not limited to, the following: (a) violation of these terms of use; (b) abuse of site resources or attempt to gain unauthorized entry to the site or site resources; (c) use of Solutions in a manner inconsistent with the intended purpose; (d) a User’s request for such termination; (e) requirement of applicable law, regulation, court or governing agency order or; (f) non-compliance with the terms of payment.

Livingston's termination of any User’s access to Livingston Solutions hereunder may be effected without notice and, on such termination; Livingston may immediately deactivate or delete User’s account and/or bar any further access to such files. Livingston shall not be liable to any User or third party for any termination of that User’s access or account hereunder.

Limitation of liability

Each User’s use of the Solutions is at his or her sole risk. The Solutions is provided on an "as is" and "as available" basis.  Each User will be solely responsible for any damage to his or her computer system or loss of data that results from the download of any such material or otherwise.  Livingston makes no warranty that (a) the Solutions and materials will meet the User’s requirements; (b) the Solutions and materials will be uninterrupted, timely, secure or error-free; (c) the results that may be obtained from the use of the Solutions or materials will be effective, accurate, or reliable; (d) the quality of any products, Solutions, or materials purchased or accessible by the User through the site will meet the User’s expectations; and (e) any errors in the software obtained from or used through the site or any defects in the site, its Solutions or materials, will be corrected.

Livingston’s total cumulative liability for direct damages under this Agreement shall be limited to CAD $1,000.00 even if such damages arise out of Livingston’s gross negligence or willful misconduct or even if Livingston has been advised of the possibility of such damages.  Livingston shall not be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other losses (even if Livingston has been advised of the possibility of such damages), resulting from any User’s use or inability to use the Solutions; unauthorized access to or alteration of the User’s transmissions or data; statements or conduct of any third party on the Solutions; or any other matter relating to Livingston or any Solutions.

Trademark information

The trademarks, logos, and Solutions marks (“marks”) displayed in the Solutions are the property of Livingston or other third parties.  You are not permitted to use the marks without the prior written consent of Livingston or such third party that may own the marks.  “Insight” is a registered trademark of Livingston.

Language

It is the express wish of the parties that the terms and conditions of use and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.