Applicable Terms

The use of the CyMetrics service, which is an agreed American Trucking Associations Affinity Partnership with HudsonCyber for the HudsonCyber HACyberLogix platform to serve trucking industry stakeholders (hereinafter referred to as “the CyMetrics service”), shall be governed by these Terms of Use or any amendment hereof (the “Terms”). Your use of the CyMetrics service will be subject to the latest and at any time current version of the Terms.

You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the CyMetrics service.

By filling out the registration details and by ticking the “Accept Terms of Use” checkbox, you shall be deemed to have accepted the Terms, including the provisions on choice of law and jurisdiction and the HACyberLogix Security and Privacy Policy, as modified from time to time.

If you do not agree to any part of the Terms, you may not use the CyMetrics service.

These Terms shall constitute a binding agreement between you and HudsonTrident dba HudsonCyber, a company incorporated in New Jersey, USA with registered address 1800 Chapel Avenue West, Suite 360, Cherry Hill, NJ 08002, USA. These Terms contain important information about your rights and obligations. Please read them carefully.

These Terms commence on the date at which you first click “I accept” and continue thereafter until terminated in accordance with these Terms.

Authorization

You are hereby authorized to use the CyMetrics service in accordance with the provisions of these Terms and provided payments, considerations, and all other obligations incumbent upon you according to the Terms are complied with at all times.

Your username and password are personal to you and are not transferable. You are solely responsible for any activity that occurs in relation to the CyMetrics service. You undertake to HudsonCyber that you will keep your password secret and will inform us in the event that you become aware that it is no longer confidential, is being used by an unauthorized person, or is otherwise being used in breach of this Terms.

You may download and print the reports generated by the CyMetrics service (the “Reports”) or extracts thereof and make copies of these for your own personal use or to include in internal reports, provided that such documents include relevant citations and express acknowledgement that copyright in the publication is owned by HudsonTrident, Inc. in its capacity as generator of the Reports.

On completion of your registration in the CyMetrics service as an HACyberLogix user, HudsonCyber hereby agrees to grant you a sole, non-transferable, non-exclusive user license (the “License”) to access the HACyberLogix platform on the terms of this Terms for the standard contract period. Termination of access will automatically occur at the end of the contract period.

Except as permitted by these Terms or unless required by law, none of the Reports nor any other material, whether in the original form or as amended by you, may be broadcasted, disseminated to any third party, or otherwise made publicly available by you in any media form.

You shall not do anything that would assist anyone who is not a registered user to gain access to any part of the CyMetrics service. If, for any reason, HudsonCyber believes that you have not complied with any aspect of the Terms, HudsonCyber may, at its discretion, cancel your access to the CyMetrics service immediately without giving you any advance notice and terminate the License and Terms.

Payments

You will be charged for using the CyMetrics service in accordance with the charges published by HudsonCyber on the CyMetrics website.

Use of the CyMetrics service requires the payment of an annual subscription fee that shall be payable on the commencement of this Terms and, should you wish to continue to use the CyMetrics service, annually thereafter upon every anniversary of first date of acceptance of this Terms.

Your License subscription expires automatically one (1) year from the date of commencement.

Overdue invoices will automatically block access to CyMetrics.

HudsonCyber may make changes to the subscription fee, but shall provide you with at least seven (7) days’ advance notice of any change.

Invoices will be delivered by electronic copy. If any other form of invoice is required, such as a hard copy, a charge of USD $25.00 will be added to the invoice.

You will be responsible for all wire/transfer charges, including intermediary or corresponding bank fees.

Warranties, Disclaimers and Limitation of Liability

Except as expressly provided otherwise in any written agreement between you and HudsonCyber, all materials and services on the CyMetrics service are provided on an “as is” basis without warranty of any kind whatsoever, whether expressed or implied, including but not limited to warrants of merchantability or fitness for a particular purpose. Without limiting the forgoing, HudsonCyber makes no warranty that (i) the services and materials will meet your requirements or (ii) any errors in the software or data obtained from the CyMetrics service will be corrected.

The information and opinions expressed in the Reports are solely and without exception the views of HudsonCyber and constitute a judgment as of the date of the Report and are subject to change without notice. The information and opinions expressed in the Report have been formed in good faith on the basis of the best information and intelligence available at the time of writing from sources believed to be reliable, but no representation or warranty, expressed or implied, is made as to its accuracy, completeness, or correctness. HudsonCyber accepts no liability arising out of or in connection with the comments made or the information set out in the Reports and you are advised that all actions are taken at your own risk. In particular, the comments in the Reports should not be construed as advice, legal or otherwise.

HudsonCyber (or any of its affiliates) shall not be liable for any indirect or consequential loss or damage, or for any loss of data, profit, revenue, or business (in each case whether direct or indirect), suffered by you as a result of use of the CyMetrics service, whether caused by tort (including negligence), breach of contract, or otherwise.

You shall indemnify on demand and hold HudsonCyber harmless from and against all losses, claims, liabilities, costs, damages, fines, or expenses (including all legal costs) incurred or suffered by HudsonCyber arising out of or in connection with:

• any breach by you of the terms of this License Terms;
• any breach by any User (as defined in the User Terms) of the terms of the User Terms; and
• any claim by a User against HudsonCyber (or any of its affiliates) which arises out of or in connection with such User’s access to or use of the CyMetrics service.

To the extent permitted by law and without limitation to the provision of this Terms, HudsonCyber’s liability to you shall be limited to the annual subscription fee. No warranty is made as to the availability, accuracy, completeness, currency, or reliability of the information and material published on the CyMetrics service website or in the Reports and expressly disclaims (to the maximum extent permitted by any applicable law) all liability for any damage or loss resulting from your use of or reliance on the information and material published on the CyMetrics service website or in the Reports.

The use of the CyMetrics service is undertaken at your own discretion and risk and with your agreement that you will be exclusively responsible for loss of data stored on, or any other unusual malfunction to your computer that results from using, the CyMetrics service. No advice or information obtained by you through or from HudsonCyber shall create any warranty not expressly stated in these Terms.

In particular, HudsonCyber does not warrant that the CyMetrics service website or any of its content are virus-free. You must take your precautions in this respect as HudsonCyber accepts no responsibility for any infection by virus or other communication or by anything that has destructive properties.

HudsonCyber makes no warranty for any minimum operation (up-time) period of the CyMetrics service. Any interruption of the CyMetrics service whether due to maintenance, repair, or any other malfunction shall not entitle you to a refund. Any liability for indirect damages, including but not limited to consequential damages, loss of profits, loss of savings, losses caused by interruption of operations, and the costs of reproduction or repair of wholly or partially lost data and/or information, even if foreseeable, is excluded.

Force Majeure

HudsonCyber is not liable for any loss incurred due to an interruption of the CyMetrics service or failure to deliver the CyMetrics service due to storms, fire, floods, strikes and lockouts, network overload, and/or malfunctions in external networks, server, and system.

Copyright

Except as otherwise specifically provided in the Authorization section regarding the downloading and printing of reports, HudsonCyber shall at all times remain the sole owner of all database rights, copyright, and other intellectual property rights and like proprietary rights subsisting in or used in connection with the CyMetrics service. Any attempt to copy, publish, or otherwise use or reproduce these materials by you, or anyone else, is unless specifically permitted by the Terms prohibited and may violate copyright laws, trademark laws and/or other regulations and statutes.

No right, title, or interest in any material found on the CyMetrics service is transferred to you as a result of the authority to use the CyMetrics service according to the Terms.

You shall not (save as to the extent allowed by law) on a temporary or permanent basis disassemble, decompile, or reverse engineer the CyMetrics service, nor translate, adapt, modify, lease, rent, loan, redistribute, sub-lease, sub-license, pledge or otherwise transfer the license or create derivative works from the Reports. You shall not display or publish the Reports or any images of or relating to the Reports on a public bulletin board, ftp site, website, chat room, or in any manner.

Termination

HudsonCyber may modify the Terms at any time and any such modifications shall be made available via the CyMetrics service website at least seven (7) days in advance of the changes taking effect. You will be deemed to have agreed to the varied Terms of Use by accessing the CyMetrics service following the changes taking effect.

Either you or HudsonCyber (the “Parties,” or, individually, “Party”) may terminate the License subscription with thirty (30) days’ prior written notice. If you terminate the License subscription you are not entitled to a refund of any remaining proportion of the subscription fee or a credit for any non-invoiced or unpaid invoices for Reports obtained by you and awaiting invoicing or still unpaid.

Notwithstanding the Copyright section, HudsonCyber may terminate and/or suspend, without notice, your access to the CyMetrics service if you fail, at any time, to comply with these Terms or otherwise are in default with your obligations under the License.

Jurisdiction and Applicable Law

The Terms shall be governed by and construed under the laws of the State of New Jersey, without conflict of law principles to the contrary.

Any legal action with respect to any transaction subject to the Terms must be communicated to HudsonCyber promptly and expeditiously after the cause of action has arisen. If notice to this effect is not communicated to HudsonCyber in such a manner, HudsonCyber shall be exonerated from any liability whatsoever. Any such potential legal action must be commenced within one year after the cause of action has arisen. Any disputes relating to these Terms or otherwise arising as a result of the use of the CyMetrics service shall be subject to jurisdiction with the State of New Jersey Courts. By accepting this Terms, you are also accepting to be bound by the New Jersey Courts and to have waived any claim that venue is improper for any reason with these courts.

Invalidity and General Terms

If any part of the Terms is declared invalid or unenforceable by any court or authority of competent jurisdiction (including any provision in which we exclude our liability to you) all other provisions will remain in full force and effect and will not in any way be impaired and the parties will agree a replacement provision which is as close as is legally permissible to the provision found invalid, or unenforceable.

This Terms supersedes all prior agreements, negotiations and discussions between the parties relating to the subject matter of this Terms and you acknowledge that you have not entered into this Terms in reliance on any statement or representation except in so far as the representation has been incorporated into this Terms. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.

The Agreement supersedes all prior agreements, negotiations and discussions between the parties relating to the subject matter of this Agreement and you acknowledge that you have not entered into this Agreement in reliance on any statement or representation except in so far as the representation has been incorporated into this Agreement. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.

These Terms replace all other terms and conditions previously applicable to the use of the CyMetrics service. They are up to date as of May 01, 2021.

Neither Party may assign this Terms without the prior written consent of the other Party, provided however that HudsonCyber may at any time and without your written consent transfer any of its rights and obligations under these Terms to any other party at its sole discretion.