Customers – buyers, sellers, physical suppliers, traders or any other party who wishes to facilitate the transaction of goods and/or services via ClearLynx. Synonymous with term “Users”. Site - references ClearLynx.com.
All content included on this Site, unless expressly defined as materials from a third party, is the property of ClearLynx or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this Site is the exclusive property of ClearLynx and protected by U.S. and international copyright laws. All software used on this Site is the property of ClearLynx and protected by United States and international copyright laws.
ClearLynx LLC, the ClearLynx LLC logo, and other marks indicated on our Site are trademarks of ClearLynx LLC in the United States and other countries. Other ClearLynx graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of ClearLynx LLC. ClearLynx and its affiliates' trademarks and trade dress may not be used in connection with any product or service that is not ClearLynx LLC's or its affiliates', as applicable, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits ClearLynx or its affiliates. All other trademarks, not owned by ClearLynx LLC or its affiliates that appear on this Site, are the property of their respective owners, who may or may not be affiliated with or sponsored by ClearLynx or its affiliates.
ClearLynx is only intended for use by authorized persons who are above the age of 18 and who are authorized to transact on the Site or reference the information provided on the Site and whose Company has signed a Services Agreement contract. ClearLynx grants you a limited license to access and make personal use of this Site and not to download (other than page caching) or modify it, or any portion of it, except with the express written consent of ClearLynx LLC. This license does not include any resale or commercial use of this Site or its contents; any derivative use of this Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of ClearLynx LLC. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of ClearLynx LLC or its affiliates without the express written consent of ClearLynx LLC. You may not use any meta tags or any other “hidden text” utilizing ClearLynx LLC's or its affiliates' name or trademarks without the express written consent of ClearLynx LLC. Any unauthorized use terminates the permission or license granted by ClearLynx LLC. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of ClearLynx.com so long as the link does not portray ClearLynx LLC, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ClearLynx LLC, or its affiliates, as part of the link without the express written permission of ClearLynx LLC. Except where expressly forbidden by a Customer’s legal department, or company policy, ClearLynx may include the name and logo of the Customer in marketing materials or in lists of Customers and vendors. Furthermore, as a user of ClearLynx you agree to receive marketing communications from ClearLynx about upgrades, offers and changes to the Site. If these communications are no longer required or requested, ClearLynx must be notified right away to ensure your company is removed from the communication list.
This Site is provided by ClearLynx LLC on an “as is” and “as available” basis. ClearLynx LLC makes no representations or warranties of any kind, express or implied, as to the operation of this Site or the information, content, materials, or products included on this Site. ClearLynx LLC does not warrant that descriptions of services or other content of this Site is accurate, complete, reliable, current, or error-free. To the full extent permissible by applicable law, ClearLynx LLC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. ClearLynx LLC does not warrant that this Site, its servers, or e-mail sent from ClearLynx LLC are free of viruses or other harmful components. For the avoidance of doubt, ClearLynx is exempted from any responsibility for the general or commercial terms of a Customer transaction, or any liability resulting from a transaction completed on the ClearLynx site. In no way will ClearLynx be held liable for any costs or damages associated with users interacting with counterparties who are either added to the ClearLynx site by user (e.g., as a new supplier), or selected from the current list of counterparties on the ClearLynx site. EXCEPT WITH REGARD TO ANY BREACH OF ANY CONFIDENTIALITY OBLIGATIONS CREATED HEREIN, IN NO CASE SHALL EITHER PARTY OR THEIR OFFICERS, EMPLOYEES, AGENTS, DIRECT OR INDIRECT SUPPLIERS, DISTRIBUTORS, OR LICENSORS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, BUSINESS INTERRUPTION, LOST OR DAMAGED DATA, COST OF SUBSTITUTE SOFTWARE OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, ANY USE OR INABILITY TO USE THE PRODUCTS, OR ANY CLAIM MADE BY A THIRD PARTY. EXCEPT WITH REGARD TO ANY BREACH OF ANY CONFIDENTIALITY OBLIGATIONS CREATED HEREIN, IN NO CASE WILL THE TOTAL LIABILITY OF EITHER PARTY FOR ANY DAMAGES OR CLAIMS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY PRODUCT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED ONE MONTH’S LICENSE FEES PAID TO CLEARLYNX. In using ClearLynx, all customers indemnify ClearLynx against any loss, damages, costs, expenses or claims arising from any usage of the ClearLynx site, and shall notify ClearLynx of any issues, problems or inaccuracies within the ClearLynx site, or any information displayed on it.
ClearLynx LLC reserves the right to withdraw or delete any information from this Site at any time in its discretion. Customers must expressly agree that their use of this Site is at their sole risk and responsibility. ClearLynx LLC provides links to other sites over which ClearLynx LLC has no control. ClearLynx LLC is not responsible for the availability of such external sites or resources, and does not endorse, and is not responsible or liable for, any content, advertising, products, or other materials on or available from such sites or resources. ClearLynx LLC does not have possession, and will not take possession at any time, of anything listed or sold through the Site, and is not involved in the actual transaction between the Customers of the Site in respect of the sale and purchase of any goods or services or other items. For the avoidance of doubt, all contracts relating to such sales and purchases are made directly by the Customer on such terms and conditions as it may agree. This is expressly acknowledged and agreed by the Customer when using the Site.
Upon joining ClearLynx.com you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications, that we provide to you electronically, satisfy any legal requirement that such communications be in writing. For the purposes of any transaction conducted on the ClearLynx Site, Customers must accept that the rules for transactions, as specified in this document, are the only ones that shall apply.
Should Customers transacting on the ClearLynx LLC Site have any specific clauses or terms and conditions they wish to include on the Site for reference by counterparties, they alone are responsible for providing these terms and conditions to ClearLynx LLC and ensuring their completeness and accuracy each and every time they make an offer to buy or sell on ClearLynx. ClearLynx LLC will not be held accountable for updating a company’s terms and conditions, barging or freight tariffs, taxes, terminal charges or other delivery fees that must be identified while transacting on the Site.
Unless otherwise stated as part of a seller’s / supplier’s terms and conditions, or a specific notification otherwise is indicated on an offer, the validity of a price offering by a supplier is based on typical industry protocol as it exists today. This implies that quotes are only valid within the business day of the individual quoting, or valid overnight if expressly indicated by the supplier at time of offer. Time validities within a specific day will be held as “firm” within the ClearLynx system, and once a price expires, the buyer must request a re-quote in order to refresh or re-validate the price. Suppliers are not obligated to post a time validity on their offers, however, if the market or their supply situation materially changes while offers remain outstanding, they are at liberty to revoke or withdraw their offers at any time, and must do so immediately either via chat, or “Withdraw” functionality within the Site. If and when a buyer and seller/supplier conclude a transaction (as defined as agreement between a buyer and a seller to price and commercial terms), the buyer and the seller will be responsible for ensuring that there is agreement on all aspects of the transaction. ClearLynx will take no responsibility for any errors or omissions to the contract to which the buyer and seller have agreed. All transactions, as per above, will be based on those terms and conditions provided by the parties prior to and during the negotiation, or as part of the final confirmation paperwork. Any disputes or other legal controversies over a contract, or the details therein, will be solely between the buyer and the seller, and ClearLynx is expressly exempted from any liability on behalf of the users of the Site. The users of the Site have sole responsibility for the accuracy, quality, integrity, legality (referencing current U.S. and EU sanctions in place, and appropriateness of all data and information transmitted by their registered users on the ClearLynx Site. No user of the Site may breach any of the confidentiality or other clauses required by ClearLynx. Users of the Site must warrant that any information, documentation, data and material posted on the Site does not infringe any copyright or other rights of any third party, and that the persons posting this material on the Site are fully authorized to do so. While ClearLynx will make commercially reasonable efforts to vet the parties on its Site, thereby only granting access to companies that are known legal entities, it is the customer’s full and absolute responsibility to vet the counterparties with whom it interacts and transacts. The Customer is responsible for selecting and vetting credit worthiness, terms and conditions and other factors related to its transactions.
ClearLynx may have a number of third party providers on the Site who offer products and services that work in conjunction with the ClearLynx Site. These providers may either provide data inputs or services to the users of the Site. The users of the Site must acknowledge and accept that ClearLynx provides no guarantee and has no liability in respect to third party suppliers, their products, information, data or other materials posted or provided by them. Furthermore, any conversations, communications or data shared between the customer and a third-party provider, are exclusively between the customer and the third-party provider. ClearLynx takes no responsibility or liability for any transactions or agreements made between Customers and third parties present on the Site. Those are taken by the customer at their own risk. From time to time, ClearLynx may notify you about an offer from one of our promotional partners (e.g., Apps, Marketplace partners) via our Site or email. While we may target particular types of users for these offers, we will do all of the targeting within our system. Our business partners will not have any access to the targeting information, including the names of the people who may be interested in a particular product or service. Until you affirmatively respond to a promotional offer, we will not reveal any identifying information about you to any of these partners. Note that these partners may have their own privacy policies and may not be covered by ClearLynx's policy. Any agreements that are made between a Customer and a third party are solely the responsibility of the Customer and third party, and that ClearLynx has no accountability or liability associated with those agreements.
With effect from the date of Agreement between customers and ClearLynx, ClearLynx agrees to:
ClearLynx will provide reasonable service and support to Customers in order to establish connection to the Site and integration (or provide web services) to the Customer to enable use of the Site. As part of this understanding, the Customer’s IT and support groups shall provide as-needed support and information to the ClearLynx integration team to facilitate the set up and the web services, as necessary. Customers may pay for use of ClearLynx through wire transfer, details of which will be provided at the time of subscription to the Site.
Billing will be based on completed transactions (fixed business) between counterparties on the Site, which will be separately negotiated and agreed to with respective Customers. For all ClearLynx Lite Users, fees will be billed in advance at the beginning of each month based on the agreed fee per user. For all ClearLynx Professional Users, fees will only be charged for completed transactions at time of nomination, not at time of delivery of goods or services between counterparties transacting on the ClearLynx Site. For purposes of this contract, a completed transaction is one in which both parties agree to commercial terms for the delivery and/or sale of a product or service using the ClearLynx Site. Regardless if a delivery is finally made, canceled or altered, once it has been initially agreed and confirmed by both sides, billing will ensue. For the avoidance of doubt, all payments should be made to ClearLynx even if there is a dispute or claim related to the delivery (e.g., including, but not limited to, off specification fuel, delay, etc.), or if the delivery is not completed. 2.3. Any Licensing or subscription fees that are payable in advance are not refundable. Users of the ClearLynx Site are required to pay ClearLynx in a timely fashion. Failure to do so may compromise a User’s ability to continue use of the ClearLynx site. ClearLynx reserves the right to discontinue a Customer’s use of the Site, at any time, for any reason, including, but not limited to, failure to pay in a timely manner. If ClearLynx service is discontinued to a Customer for any reason, that Customer remains responsible for all outstanding payments to ClearLynx without exception and upon immediate receipt of invoicing. Interest will be charged on payments that are not made in a timely manner, at a rate of 1.5% per month, compounded monthly, on the outstanding balance due from the due date until the payment is made in full. ClearLynx reserves the right to change or modify its charges for Customer's plan from time to time, on 45 days’ notice written or e-mailed to Customer. Customer's continued use of ClearLynx’s services after the expiration of 45 days following its receipt of such a notice shall constitute Customer's acceptance of and agreement to be bound by ClearLynx ‘s modified charges for its services. Additional charges for add-on services not included in Customer's plan will be made as mutually agreed upon.
ClearLynx will use information collected on this Site, and through any ClearLynx service, to provide the services for which you have enrolled. As part of using the ClearLynx services, you also generate historical information about how you use the ClearLynx services, and how you interact with other users of the ClearLynx services. ClearLynx will only use specific transactional information to facilitate those transactions. However, you agree that ClearLynx may use historical transactional data about you to develop reputation indicators. You further agree that these reputation indicators are the sole property of ClearLynx, and that ClearLynx may disclose these indicators to third parties who are users of ClearLynx services. ClearLynx will make reasonable efforts to ensure the reputational indicators are accurate. If you have any dispute over the accuracy of the reputational indicators, you should notify ClearLynx of such concern, and ClearLynx will take reasonable measures to resolve any inaccuracies. However, ClearLynx is expressly exempted from any liability arising from any third-party reliance on any reputational indicator which ClearLynx may publish, communicate, or otherwise disclose.
ClearLynx may need to purge information from its system from time to time, and does not promise to keep any information beyond what is required by applicable law or regulation. Should there be any breach of security, data loss, destruction or disclosure that was not intended, ClearLynx will not be held responsible for any loss or liability associated with the above.
Examples of information you can access easily at ClearLynx include up-to-date information regarding recent orders; personally identifiable information (including name, e-mail, password, communications and transactions you have completed on the Site with your counterparties); and, communication settings and other User preferences. Individuals who are Customers of the Site will be granted areas of access, based on need and applicability, by whomever is designated as the Customer/Company “Super user”, who will dictate individual access to information and reporting capabilities within the Site.
Confidential Information means all non-public information, in any form whatsoever, oral or written, designated as confidential, that a Party would reasonably deem confidential. Except as otherwise agreed to in these Terms and Conditions, Confidential Information includes information which directly relates to a Customer’s transactions. Each party may disclose certain Confidential Information to the other party. Each party shall refrain from using or exploiting any and all Confidential Information of the other party for any purposes or activities other than those specifically authorized in these Terms and Conditions. Except as otherwise specifically permitted herein, or pursuant to written permission, of the party owning the Confidential Information: (i) each party represents and warrants, that it will hold Confidential Information in confidence and protect the Confidential Information, to the same extent, and by the same means, it uses to protect the confidentiality of its own proprietary or confidential information that it does not wish to disclose; and (ii) neither party shall disclose or facilitate disclosure of Confidential Information of the other party to anyone except its employees, who are authorized according to these Terms and Conditions, and who need to know such information for purposes set forth in these Terms and Conditions and will procure that those of its employees and consultants to whom the Confidential Information is disclosed, comply with its obligations under these Terms and Conditions with respect to the Confidential Information. The obligations of each party under these Terms and Conditions will not extend to any information that: (i) is known to the other party on the date of disclosure, and/or has independently and legally derived or developed by the receiving party, at the time of disclosure; (ii) becomes publicly known, by public use or by publication, or otherwise ceases to be secret or confidential through no fault of the other party; (iii) is acquired by either party from a third party which was not, to the recipient's knowledge, under an obligation to the disclosing party not to disclose such information; (iv) has been approved for release by written authorization of the disclosing party; (v) is a reputation indicator developed by ClearLynx as noted in Section 17 above; or (vi) has been disclosed pursuant to a requirement of law, provided, however, that in such an event, as soon as practical after receiving the order or requirement of a court, administrative agency or other governmental body, the receiving party shall give the disclosing party a written notice of such order or requirement and, in any event, such notice shall be prior to disclosure of such information.
By visiting ClearLynx.com, you agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute that might arise between you and ClearLynx LLC.
It is agreed and acknowledged by the Customer that hosting of the Site, or any Customer data or other data or information, may occur outside of the United States of America, and ClearLynx shall have the absolute discretion and choice in location of any such hosting facilities in accordance with U.S. Law.
Upon joining the ClearLynx Site, customers will be required to provide an accurate list of approved users for the Site and will receive discrete login and passwords for their users. Each customer is responsible for maintaining an up-to-date list of participants on the Site, and promptly advising ClearLynx of any changes to personnel for purposes of adding or removing users. The Customer is entitled to authorize their employees to use the ID and set up any Account for the purpose of the Customer’s business and/or for the exercise of the rights, subject to obtaining ClearLynx LLC’s prior written consent, and in accordance with the provisions of these Terms and Conditions only. The Customer is fully responsible for use of the Site by the Users, and for preventing unauthorized use of the ID and any Account, and will use its best efforts to prevent the same. Customers agree that their personnel will not share or publish their personal, discrete login and user ID credentials to others within or without their companies. If the Customer believes that there has been any breach of security such as the disclosure, theft or unauthorized use of the ID or any Account, the Customer must notify ClearLynx LLC in writing immediately. If ClearLynx LLC reasonably believes that the ID or any Account is being used in any way which is not permitted by this Agreement, or its prior written authorization has not been obtained in respect of any User, ClearLynx LLC reserves the right to suspend access rights to the Website immediately upon giving notice (in respect of which such notice may be given by email) to the Customer, and to block access to the Website from the ID or any Account until the issue has been resolved. The ID or any Account may be adapted at any time by ClearLynx LLC to limit access to the Site or prevent any changes or variations to be made to the Site or to the customer data. CLEARLYNX LLC may agree at its absolute discretion, to make such adaptations as may be required by the Customer in connection with the ID or any Account provided, that the making of such adaptations will be considered to be an additional service and subject to the payment by the Customer to ClearLynx LLC of all costs, fees and expenses associated with the same upon terms agreed to between the Customer and ClearLynx LLC.
If we do need to change any other aspect of this Agreement, we will post changes on this website along with the effective date of those changes.
Either ClearLynx or Customers may terminate use at any time. If a Customer wishes to discontinue use of ClearLynx, they must advise ClearLynx in writing giving at least thirty (30) days notice. ClearLynx, for any reason, may discontinue a Customer’s use of the Site, and will do so by sending a written notification to the Customer upon discontinuation of service. Notwithstanding, if a Customer is closed or prevented access to the Site, the Customer is still required to pay any outstanding balance to ClearLynx for transactions completed, noting that the payment commitment is triggered at time of nomination, not at the time of delivery of goods and/or services via ClearLynx or via another user or third party service provider on ClearLynx.
The failure, refusal or neglect by ClearLynx to exercise any right, power or option provided for herein, shall not be deemed a waiver of any right, power or option hereunder. Any waiver of any right or default hereunder, shall be effective only if made in writing and in the instance given, and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion.
These Terms and Conditions contains the entire understanding between you and ClearLynx as to its subject matter, and supersedes all other (including prior) agreements, arrangements representations, warranties conditions or other terms in relation to its subject matter, and may not be modified except in writing executed by both parties.
Any clause, provision, or portion of these Terms and Conditions which is held to be invalid, void, illegal or otherwise unenforceable under any law or by any court, arbitrator, or other proceeding, shall be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible; and such amendment or deletion shall not affect the enforceability of the remaining provisions hereof.
The relationship of the parties established by these Terms and Conditions is of licensor and licensee or independent contractors, and nothing in these Terms and Conditions shall be construed to give either party the power to direct or control the daily activities of the other party; or constitute the parties as principal and agent, employer and employee, partners, participants in a joint venture, co-owners or otherwise as participants in a joint undertaking. The parties understand that, except as specifically provided for in these Terms and Conditions, neither party grants the other party the power or authority to make or give any agreement, statement, representation, warranty, or other commitment on its behalf, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on its behalf, or to transfer, release, or waive any of its rights, title or interests.