These Terms of Service ("Terms") apply to the beta version of the online cargo portal system (the "Beta System") developed by North Star Air Ltd. ("NSA"), which is currently not generally available to NSA's customers. You have been invited to try such beta version at no charge, and acknowledge that you may accept or decline such trial in your sole discretion.
Subject to your compliance with these Terms, NSA hereby grants you and your employees, agents and subcontractors a limited, non-transferable, non-sublicensable, non-exclusive, and revocable license to access and use the Beta System for the sole purpose of evaluating the Beta System within your business operations.
The term of the license shall be limited to the period commencing on your acceptance of these Terms and ending on March 31, 2026 or the date upon which access to the Beta System is removed by NSA, whichever is later. NSA may immediately terminate these Terms and your access to the Beta System if you breach any provision of these Terms. Use of the online cargo portal system following the beta testing period shall be subject to additional terms and conditions.
You shall not and shall not authorize any third party to copy, modify, translate, decompile, disassemble, or otherwise reverse engineer, or otherwise determine or attempt to determine source code or protocols from, the Beta System. You are not permitted to make any commercial, automated, or derivative use of the Beta System, nor may you use data mining, scraping tools, bots, or similar data gathering and extraction methods in connection with the Beta System.
NSA retains exclusive ownership of the Beta System. Nothing in these Terms shall be deemed to grant any rights to trademarks, copyrights, patents, trade secrets or any other intellectual property of NSA except as expressly stated herein.
(a) "Confidential Information" means the Beta System and any business, marketing, technical, scientific, proprietary or other information disclosed by either party hereto which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential. For the avoidance of doubt, Confidential Information does not include information that (i) the receiving party already knew; (ii) becomes public through no fault of the receiving party; (iii) was independently developed by the receiving party without reference to or use of the disclosing party's Confidential Information; or (iv) was lawfully given to the receiving party by a third party that did not have an obligation of confidentiality, contractual or otherwise.
(b) Each party shall retain the Confidential Information of the other party in confidence and shall use and disclose it solely for the purpose of, and in accordance with, these Terms. Each party shall only disclose Confidential Information of the other party to those of its employees, agents and subcontractors with a need to know such Confidential Information for the purpose of evaluating the Beta System and subject to the condition that such employees, agents and subcontractors are subject to confidentiality obligations no less stringent than those contained in these Terms.
(c) Each party shall use the same degree of care as it uses to protect its own Confidential Information of a similar nature, but no less than reasonable care, to prevent the unauthorized use or disclosure of the other party's Confidential Information.
You acknowledge and agree that NSA shall own all right, title, and interest in and to any information, comments, input, ideas, or suggestions about the Beta System that you may provide to NSA (the "Feedback") and that such Feedback shall constitute NSA's Confidential Information. NSA shall be entitled to use, disclose, reproduce, license, distribute, implement, commercialize, or otherwise exploit the Feedback without further compensation to or recognition of you.
"Analytical Information" means information which is collected, provided or created by, within, or ancillary to the Beta System including, without limitation, de-identified customer information, incoming and outgoing response content, and analytics on system usage and utilization. You agree that NSA may collect and use Analytical Information to improve the Beta System as well as for other analytical and business purposes.
The Beta System is provided for evaluation purposes only and not for production use, is not supported, and may contain errors, defects, bugs and/or vulnerabilities. The Beta System may not be available, updated or reliable, and may be changed at any time, including in a manner that reduces functionality. The Beta System is provided "as is" and "as available" with no express or implied warranty of any kind including statutory warranties of fitness for a particular purpose, availability, quality, security, or non-infringement, and you use the Beta System at your sole risk. To the fullest extent permitted by applicable law, you correspondingly release NSA from all risks associated with the use of the Beta System. You acknowledge and agree that these disclaimers are an essential element in setting consideration under these Terms.
NSA shall not be liable under or in connection with these Terms for any: (i) loss of profit; (ii) loss of anticipated savings; (iii) loss of business opportunity; (iv) loss of or corruption of data; (v) loss of reputation or goodwill; or (vi) special, indirect or consequential damages suffered or incurred by you regardless of the circumstances and regardless of the form of action. To the fullest extent permitted by applicable law, NSA's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the Beta System or these Terms shall not exceed the amount of one hundred dollars ($100) CAD. If you do not agree to the allocation of risk in this section, your sole recourse is to immediately discontinue the use of the Beta System.
These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to choice of law or conflict of law principles.
These Terms constitute the entire agreement between you and NSA with respect to the subject matter hereof, and supersede all prior formal and informal agreements, arrangements, understandings, discussions, correspondence, quotations, proposals, negotiations and inducements, whether oral or written. No supplement, modification or amendment to these Terms shall be binding unless evidenced in writing signed by both parties. You may not assign these Terms without the consent of NSA. The failure of either party to enforce any provision of these Terms shall not be construed to be a waiver of these Terms or any part hereof. In the event that any provision of these Terms is determined to be invalid or unenforceable, the remainder of these Terms shall remain valid and enforceable to the maximum extent so as to achieve, as closely as possible, the original intentions and purposes of the parties.