Terms of Service

1. DEFINITIONS

For purposes of these Terms:

“Account” means an account created to access or use the Services.

“API” means any application programming interface made available by Tracking One.

“Customer Data” means information submitted to Tracking One by or on behalf of Customer in connection with use of the Services, excluding Tracking Data.

“Documentation” means technical documentation, API documentation and usage instructions made available by Tracking One.

“Order” or “Order Form” means an order, proposal, quotation or other commercial document accepted by Tracking One and Customer specifying Services, quantities, pricing or additional commercial terms.

“Plan” means a standard service package or pricing plan offered by Tracking One.

“Services” means the shipment tracking, monitoring, data aggregation, API, web integration and related digital services provided by Tracking One.

“Shipment” means one unique supported transportation movement submitted to the Services for tracking under a supported tracking identifier.

A Shipment may be identified by a bill of lading number, booking number, container number, air waybill number or another identifier supported by the Services.

Where a single bill of lading, booking reference or other supported tracking identifier relates to multiple containers and is submitted to the Services as one tracking request, it constitutes one Shipment and consumes one Shipment Credit, regardless of the number of containers or tracking events associated with that identifier.

Where separate container numbers or other separate supported tracking identifiers are submitted individually as separate tracking requests, each separately submitted tracking request constitutes a separate Shipment.

“Shipment Credit” means the contractual entitlement to submit one supported Shipment for tracking, subject to the applicable Plan, Order and these Terms.

“Tracking Data” means shipment statuses, events, locations, routes, schedules, estimated times, carrier information and other transportation-related information made available through the Services.

2. BUSINESS USE

The Services are designed primarily for businesses and professional users engaged in logistics, transportation, supply chain, trade, freight forwarding, cargo management or related commercial activities.

Unless Tracking One expressly agrees otherwise, paid Services are provided for business and professional use and not for personal, family or household purposes.

You represent that you are legally capable of entering into these Terms and, where acting for an organization, that you have authority to do so.

3. THE TRACKING ONE SERVICE

Tracking One provides technology and information services designed to assist Customers in monitoring transportation movements.

Depending on the applicable Plan or Order, Services may include:

• container tracking;
• air cargo tracking;
• shipment event monitoring;
• estimated arrival and departure information;
• route and status information;
• web-based tracking;
• API access;
• web or software integrations; and
• related data services.

The exact functionality, coverage, usage limits and commercial conditions applicable to Customer are determined by the applicable Plan, Order and Documentation.

Tracking One may add, modify or discontinue particular features in accordance with these Terms.

4. TRACKING ONE IS NOT A TRANSPORTATION PROVIDER

Tracking One is a technology and information service provider.

Unless expressly agreed in a separate written agreement signed by Tracking One, neither Tracking One nor MLab Digital Business Expertise L.L.C-FZ acts as a:

• carrier;
• ocean carrier;
• airline;
• freight forwarder;
• NVOCC;
• shipping agent;
• cargo agent;
• customs broker;
• terminal operator;
• warehouse operator;
• logistics operator; or
• other transportation provider.

Tracking One does not take possession, custody or control of cargo and does not perform transportation, customs clearance, cargo handling or delivery through the Services.

The Services do not create a contract of carriage between Tracking One and Customer.

Any contract for transportation or logistics services remains between Customer and the relevant carrier, freight forwarder, airline, shipping line or other transportation provider.

5. ACCOUNTS

Certain Services require an Account.

Customer shall provide accurate, complete and current registration information and keep such information updated.

Customer is responsible for:

• activities conducted through its Account;
• users authorized to access its Account;
• maintaining the confidentiality and security of passwords, API keys and other credentials; and
• promptly notifying Tracking One of suspected unauthorized access or credential compromise.

Accounts and credentials may not be sold, transferred or shared with unrelated third parties except as expressly permitted by Tracking One.

Tracking One may require reasonable verification of Customer, its organization or its authorized representatives.

6. BUSINESS VERIFICATION AND COMPLIANCE CHECKS

Tracking One may request information or documentation reasonably necessary to verify:

• Customer's identity;
• legal existence;
• business activities;
• registration or incorporation;
• authority of representatives;
• ownership or control;
• intended use of the Services;
• payment information; or
• compliance with applicable laws and restrictions.

Tracking One may conduct business verification, fraud-prevention, sanctions and compliance screening where reasonably considered necessary.

Tracking One may refuse activation, restrict functionality, suspend an Account or terminate Services where:

• requested verification cannot be satisfactorily completed;
• information supplied appears false, misleading or materially incomplete;
• use of the Services presents a material fraud, security, sanctions or legal compliance risk; or
• Tracking One is required to do so by applicable law or a competent authority.

Tracking One is not required to disclose confidential risk criteria, security methods or internal compliance procedures.

7. SHIPMENT CREDITS

Tracking One may sell Services based on quantities of Shipments that Customer is entitled to track.

Unless otherwise specified in an applicable Order, one Shipment Credit permits Customer to submit one supported Shipment to the Services for tracking.

7.1 Validity of Shipment Credits

Shipment Credits are valid for twelve (12) months from the date of purchase, unless a different period is expressly agreed in an applicable Order.

Shipment Credits may be used at any time during that twelve-month period and are not subject to monthly expiration or monthly usage requirements.

Any Shipment Credits remaining unused at the end of the applicable twelve-month period expire automatically and will no longer be available for use.

Expired Shipment Credits:

• have no cash value;
• cannot be redeemed for cash;
• are non-refundable except where otherwise required by applicable law; and
• cannot be carried forward into a new package unless Tracking One expressly agrees otherwise.

7.2 When a Shipment Credit Is Used

A Shipment Credit is considered used when a supported Shipment has been successfully accepted by the Tracking One system and active tracking for that Shipment has commenced.

Once active tracking has commenced, the applicable Shipment Credit remains used even if:

• subsequent Tracking Data is limited or incomplete;
• a carrier or other data provider delays providing information;
• particular tracking events are unavailable;
• the Shipment ceases to generate new events;
• Tracking Data subsequently changes or is corrected; or
• a third-party data source becomes temporarily unavailable.

Where active tracking cannot commence because of a technical failure attributable to Tracking One, the applicable Shipment Credit shall not be treated as used or shall be restored to Customer's Account.

Tracking One may establish reasonable technical rules for unsupported, invalid, duplicate or incorrectly submitted Shipment identifiers and to prevent manipulation or circumvention of Shipment Credit limits.

7.3 Active Tracking and Completed Shipments

Active tracking for a Shipment continues until the Shipment reaches a Delivered status or another final or equivalent completion status recognized by the Services based on the Tracking Data available to Tracking One.

Once a Shipment reaches such status, Tracking One may cease active monitoring, polling and retrieval of additional Tracking Data for that Shipment.

Tracking Data previously collected for the completed Shipment may remain available to Customer as read-only historical information, subject to the applicable Plan, Order, Documentation, data retention requirements and availability of the Services.

Read-only historical information does not constitute active tracking, and Tracking One is not required to continue polling third-party data sources, retrieve new tracking events or otherwise update the Shipment after active tracking has ended.

The continued availability of a completed Shipment as read-only historical information does not consume an additional Shipment Credit.

7.4 Nature of Shipment Credits

Shipment Credits:

• are contractual usage rights and not currency or stored monetary value;
• may only be used with the Services;
• may not be sold, transferred or resold except with Tracking One's written permission; and
• are subject to the applicable Plan, Order and these Terms.

8. ORDERS AND CUSTOM COMMERCIAL TERMS

Standard Services may be purchased through tracking.one or another purchasing process provided by Tracking One.

Higher-volume, enterprise, API or customized Services may require an Order Form or separate commercial agreement.

An Order becomes binding when accepted by both Customer and Tracking One through an agreed electronic or written process.

An Order may specify, among other matters:

• number of Shipments;
• price;
• subscription or service period;
• API limits;
• permitted integrations;
• permitted data use;
• support level;
• payment terms;
• special licensing rights; and
• other commercial conditions.

If an Order expressly conflicts with these Terms, the Order shall prevail only with respect to the specific provision it expressly modifies.

9. FEES, PAYMENT AND TAXES

Customer shall pay all fees applicable to the purchased Plan or Order.

Unless expressly stated otherwise:

• fees are quoted exclusive of applicable taxes;
• Customer is responsible for taxes, duties or similar governmental charges applicable to its purchase, other than taxes imposed on Tracking One's net income;
• fees must be paid using the payment method and within the payment period specified at checkout, on an invoice or in an Order; and
• access to paid Services may be conditional upon receipt of payment.

Tracking One may suspend paid Services where an undisputed payment remains overdue.

Tracking One may change prices for future purchases or renewal periods. Price changes do not retroactively change fees already paid for an existing fixed Order unless otherwise agreed.

Shipment Credits are not financial instruments, electronic money or stored-value products.

10. REFUNDS

Except where otherwise expressly stated in an applicable Order or required by applicable law, fees paid for activated Services and purchased Shipment Credits are non-refundable.

Customer is not entitled to a refund merely because:

• Customer no longer requires the Services;
• Customer does not use all purchased Shipment Credits before their expiry;
• Customer submits fewer Shipments than anticipated;
• Tracking Data for an activated Shipment is incomplete or delayed due to third-party data availability; or
• Customer ceases using the Services before the end of the applicable validity period.

Where Tracking One is unable to activate tracking for a Shipment due to a technical failure attributable to Tracking One, the applicable Shipment Credit will not be treated as used or will be restored as provided in Section 7.2.

Nothing in these Terms limits any refund or other right that cannot lawfully be excluded.

11. SOURCE AND NATURE OF TRACKING DATA

Tracking Data may originate from or be derived from multiple sources, including:

• shipping lines;
• airlines;
• carriers;
• transportation operators;
• ports and terminals;
• schedules;
• vessel or aircraft data;
• third-party databases;
• third-party APIs;
• technology providers;
• Customer-provided information;
• public or commercially licensed sources;
• automated processing; and
• predictive or algorithmic systems.

Tracking One may aggregate, normalize, correlate, calculate, interpret or otherwise process information obtained from such sources.

Customer acknowledges that transportation information is inherently dependent on third-party systems and events outside Tracking One's control.

12. THIRD-PARTY DATA AND DEPENDENCIES

Certain Services depend upon data, infrastructure, networks or systems controlled by third parties.

Tracking One does not control the operation, accuracy, availability or continuity of third-party systems.

Third-party providers may:

• delay or omit information;
• change data formats;
• correct previously supplied information;
• restrict access;
• impose usage limitations;
• modify licensing conditions;
• discontinue a data feed; or
• experience outages or technical failures.

Tracking One may modify, restrict, replace or discontinue access to particular Tracking Data or functionality where reasonably necessary because of third-party restrictions, legal requirements, security concerns or circumstances outside Tracking One's reasonable control.

Where commercially practicable, Tracking One will use reasonable efforts to minimize material disruption to paid Services.

13. ACCURACY, COMPLETENESS AND TIMELINESS OF TRACKING DATA

Tracking One aims to provide useful and timely Tracking Data but does not guarantee that Tracking Data will always be accurate, complete, current, continuous or error-free.

Due to the nature of transportation and third-party data, Tracking Data may be:

• delayed;
• incomplete;
• inaccurate;
• duplicated;
• stale;
• incorrectly sequenced;
• incorrectly attributed;
• unavailable;
• inconsistent between sources; or
• subsequently corrected.

The absence of a tracking event does not necessarily mean that the corresponding physical transportation event has not occurred.

Likewise, the presence of a tracking event does not constitute an independent confirmation by Tracking One that the underlying physical event occurred exactly as displayed.

14. “REAL-TIME”, “LIVE” AND SIMILAR DESCRIPTIONS

References on tracking.one or in Tracking One materials to “real-time,” “live,” “current,” “instant,” “24/7 monitoring” or similar descriptions refer to the intended nature and availability of the technology and do not constitute a warranty that particular Tracking Data is generated, transmitted, received, processed or displayed instantaneously or without delay.

Tracking Data may reflect the most recent information available to Tracking One rather than the physical position or status of a Shipment at the exact moment it is viewed.

15. ESTIMATED TIMES AND PREDICTIVE INFORMATION

Any estimated time of arrival (ETA), estimated time of departure (ETD), transit time, route prediction, connection prediction, availability estimate or similar predictive information is an estimate only.

Predictions may be based on schedules, historical information, third-party information, algorithms, transportation events and other available data.

Such information may change without notice.

Tracking One does not guarantee that any vessel, aircraft, container or Shipment will:

• depart at a displayed time;
• arrive at a displayed time;
• follow a displayed route;
• make a particular connection;
• be discharged at a particular time;
• clear customs at a particular time;
• become available for collection at a particular time; or
• be delivered at a particular time.

16. INFORMATIONAL PURPOSE AND INDEPENDENT VERIFICATION

Tracking Data is provided as an informational and operational assistance tool.

It does not replace:

• official carrier records;
• bills of lading;
• air waybills;
• carrier notices;
• terminal records;
• customs records;
• contractual notices;
• official schedules; or
• other authoritative transportation documentation.

Customer is responsible for independently verifying material Tracking Data with the relevant carrier, airline, shipping line, terminal, customs authority or other authoritative source before making decisions where inaccurate or delayed information could reasonably result in material loss.

In particular, Customer should not rely solely upon Tracking Data for decisions concerning:

• cargo collection;
• customs clearance;
• dispatch of trucks or other transportation;
• production planning;
• inventory commitments;
• contractual delivery deadlines;
• cargo release;
• time-critical connections;
• financial commitments; or
• other material operational decisions.

17. CUSTOMER'S RIGHT TO TRACK SHIPMENTS

Customer represents and warrants that it has a lawful purpose and all rights, permissions or other lawful basis reasonably necessary to:

• submit Shipment identifiers to Tracking One;
• request the corresponding Tracking Data; and
• use Tracking Data obtained through the Services.

Customer shall not use Tracking One to conduct unauthorized surveillance, unlawful monitoring, harassment, industrial espionage or other unlawful activity.

Tracking One may restrict or investigate patterns of use reasonably suspected to involve unauthorized or abusive tracking.

18. API AND WEB INTEGRATIONS

Where Customer receives API or integration access, Tracking One grants Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the applicable service period to access and use the API solely for the purposes authorized by the applicable Plan, Order and Documentation.

API access may be subject to:

• request limits;
• Shipment limits;
• concurrency limits;
• technical quotas;
• rate limits;
• permitted endpoints;
• data retention restrictions; and
• other reasonable technical controls.

Customer shall comply with Documentation and shall not attempt to circumvent such controls.

Tracking One may temporarily throttle, restrict or suspend API access where reasonably necessary to protect security, system integrity, availability or other customers.

19. API CREDENTIALS

API keys and other access credentials are confidential.

Customer is responsible for all activity performed using credentials issued to Customer unless resulting directly from Tracking One's breach of its security obligations.

Customer shall not publicly disclose API keys or make them available to unauthorized persons.

Tracking One may revoke, rotate or replace credentials where reasonably necessary for security, suspected misuse or compliance purposes.

20. INTERNAL USE, EMBEDDED USE AND REDISTRIBUTION

Unless expressly authorized in an applicable Plan or Order, Customer's right to use Tracking Data is limited to Customer's internal business purposes.

Customer may not, without Tracking One's prior written authorization:

• resell Tracking Data;
• sublicense Tracking Data;
• redistribute Tracking Data as a standalone data product;
• provide third parties with direct access to Tracking One's API;
• create a competing tracking or transportation-data service substantially derived from Tracking Data; or
• commercially exploit Tracking Data outside the rights expressly granted to Customer.

Displaying Tracking Data within Customer's own software, website, customer portal, TMS, ERP or other product for Customer's customers (“Embedded Use”) is permitted only where expressly included in the applicable Plan or Order.

Any authorized resale, redistribution, white-label or embedded commercial use may be subject to additional terms.

21. THIRD-PARTY DATA RESTRICTIONS

Certain Tracking Data may be subject to additional licence or usage restrictions imposed by third-party data providers.

Customer agrees to comply with applicable third-party restrictions that are reasonably communicated by Tracking One or incorporated into the applicable Plan, Order or Documentation.

Tracking One may restrict particular uses of Tracking Data where necessary to comply with its obligations to data providers or applicable law.

No licence is granted to Customer beyond the rights that Tracking One is legally entitled to grant.

22. PROHIBITED USE

Customer shall not:

• scrape or systematically extract data from the Services except through an authorized API;
• use bots, crawlers or automated extraction tools outside authorized functionality;
• reverse engineer or attempt to derive source code from the Services except where such restriction is prohibited by law;
• circumvent technical, billing, Shipment or API limits;
• interfere with the security or operation of the Services;
• introduce malicious code;
• attempt unauthorized access to systems or accounts;
• share credentials with unauthorized third parties;
• use the Services for unlawful purposes;
• misrepresent Tracking Data as guaranteed or as an official carrier record;
• remove proprietary notices from Tracking One materials;
• use Tracking One's name or trademarks in a misleading manner; or
• use the Services to build or materially enhance a directly competing tracking database or service in violation of the licence granted under these Terms.

23. CUSTOMER DATA

Customer retains its rights in Customer Data.

Customer grants Tracking One a worldwide, non-exclusive right to host, transmit, process, reproduce and otherwise use Customer Data to the extent reasonably necessary to:

• provide the Services;
• maintain and secure the Services;
• provide support;
• prevent fraud or abuse;
• comply with law; and
• improve the Services as permitted by applicable law.

Customer is responsible for the legality, accuracy and appropriate collection of Customer Data submitted to Tracking One.

24. AGGREGATED AND DE-IDENTIFIED DATA

To the extent permitted by applicable law and applicable third-party licence restrictions, Tracking One may generate and use aggregated, statistical or de-identified information derived from use of the Services.

Such information may be used for analytics, security, service improvement, product development, performance measurement, forecasting and other legitimate business purposes, provided it does not identify Customer or an identifiable individual as the source of the information.

Nothing in this Section grants Tracking One ownership of Customer's underlying Customer Data.

25. INTELLECTUAL PROPERTY

Tracking One, MLab Digital Business Expertise L.L.C-FZ and/or their licensors retain all intellectual property rights in and to, as applicable:

• Tracking One;
• tracking.one;
• software;
• APIs;
• interfaces;
• Documentation;
• databases;
• designs;
• algorithms;
• models;
• aggregation and normalization processes;
• proprietary derived data;
• trademarks;
• logos; and
• other proprietary materials forming part of the Services.

Except for the limited rights expressly granted under these Terms, no rights are transferred to Customer.

Rights in third-party Tracking Data remain with the applicable rights holders.

26. FEEDBACK

If Customer voluntarily provides suggestions, ideas or feedback concerning the Services, Tracking One may use that feedback without restriction or obligation to Customer, provided that Tracking One does not thereby acquire ownership of Customer's Confidential Information.

27. CONFIDENTIALITY

Where either Party receives non-public information of the other Party that is identified as confidential or that reasonably should be understood to be confidential, the receiving Party shall:

• use it only for purposes connected with the Services;
• protect it using reasonable care; and
• not disclose it to third parties except to personnel, contractors or professional advisers who have a legitimate need to know and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving Party can demonstrate:

• is publicly available without breach;
• was lawfully known without confidentiality restriction;
• was independently developed; or
• was lawfully obtained from a third party without confidentiality obligation.

Disclosure required by law or competent authority is permitted to the extent legally required.

28. PRIVACY AND DATA PROTECTION

Tracking One processes personal data in accordance with its Privacy Policy and applicable data protection law.

Where Tracking One processes personal data on behalf of Customer in circumstances requiring a data processing agreement, the Parties may enter into a Data Processing Addendum.

Customer is responsible for ensuring that it has an appropriate lawful basis for personal data submitted to the Services.

29. SECURITY

Tracking One will maintain reasonable technical and organizational measures designed to protect the security of the Services and information under its control.

No internet-based service can be guaranteed to be completely secure.

Customer is responsible for appropriately configuring its own systems, controlling access to its Account and protecting its credentials.

Customer shall promptly notify Tracking One at it@tracking.one if it becomes aware of a material security incident involving its Account or Tracking One credentials.

30. SERVICE AVAILABILITY

Tracking One aims to maintain reliable availability of the Services but does not guarantee uninterrupted or error-free operation.

Unless an applicable Order expressly includes a service level agreement (SLA), no specific uptime, response time, data-update frequency or service level is guaranteed.

Services may be temporarily unavailable due to:

• maintenance;
• upgrades;
• infrastructure failures;
• internet or telecommunications failures;
• cyber incidents;
• third-party provider outages;
• carrier or transportation-system outages;
• emergency security measures; or
• circumstances outside Tracking One's reasonable control.

31. SERVICE AND API CHANGES

Tracking One may modify the Services, API, Documentation, supported carriers, data sources and technical functionality from time to time.

For paid Services, Tracking One will not intentionally materially reduce the core functionality purchased for an existing fixed service period except where reasonably necessary because of:

• applicable law;
• security;
• technical necessity;
• third-party supplier restrictions;
• discontinuation of an upstream data source; or
• circumstances outside Tracking One's reasonable control.

Tracking One may deprecate API versions and, where commercially practicable, will provide reasonable advance notice of material API deprecations.

Immediate changes may be made where required for security, law or urgent third-party restrictions.

32. SUPPORT

Support availability and response times depend on the applicable Plan or Order.

The availability of the tracking platform on a continuous basis does not mean that customer or technical support is available twenty-four hours per day.

No particular support response time is guaranteed unless expressly included in an applicable Order or SLA.

33. SUSPENSION

Tracking One may suspend or restrict access to all or part of the Services where reasonably necessary because of:

• overdue undisputed payment;
• security risk;
• credential compromise;
• excessive or abusive API usage;
• violation of these Terms;
• suspected fraud;
• unauthorized data use;
• sanctions or compliance concerns;
• legal or regulatory requirements;
• third-party data-provider restrictions; or
• material risk to Tracking One, its systems, customers or suppliers.

Where reasonably practicable, Tracking One will provide notice and an opportunity to remedy the issue.

Immediate suspension may occur where delay could reasonably create legal, security, fraud or operational risk.

34. SANCTIONS AND LEGAL COMPLIANCE

Customer shall use the Services in compliance with laws applicable to Customer and its use of the Services, including applicable trade sanctions and export-control restrictions.

Customer shall not knowingly use the Services for the benefit of a person or entity where doing so would cause Tracking One to violate applicable sanctions or other applicable law.

Tracking One may conduct appropriate compliance screening and may refuse, restrict or terminate Services where reasonably necessary to comply with applicable legal obligations or binding restrictions.

35. TERM AND TERMINATION

These Terms apply for as long as Customer accesses or uses the Services.

A purchased Plan or Order continues for the applicable service period specified at purchase or in the Order.

Either Party may terminate an Order where the other Party materially breaches these Terms and fails to remedy the breach within a reasonable cure period after written notice, where the breach is capable of remedy.

Tracking One may terminate immediately for:

• fraud;
• unlawful use;
• material security abuse;
• unauthorized resale or redistribution;
• serious sanctions or compliance concerns; or
• a material breach that cannot reasonably be remedied.

Customer may stop using the Services at any time, but cessation of use does not itself create a right to refund prepaid fees.

36. EFFECT OF TERMINATION

Upon expiration or termination of the applicable Service:

• Customer's right to use the affected paid Services ends;
• API access may be disabled;
• unused Shipment Credits are treated in accordance with Section 7 and the applicable Order;
• Customer must cease uses of Tracking Data that require an active licence, except to the extent the applicable Plan or Order expressly permits continued retention or use; and
• accrued payment obligations remain payable.

Sections which by their nature should survive termination, including confidentiality, intellectual property, payment obligations, limitations of liability, indemnification and dispute provisions, shall survive.

37. WARRANTIES AND DISCLAIMERS

Tracking One will provide the Services with reasonable care consistent with the nature of a commercial shipment-data service.

Except as expressly provided in these Terms or an applicable Order, and to the maximum extent permitted by applicable law, the Services and Tracking Data are provided “as is” and “as available.”

Tracking One does not warrant that:

• Tracking Data will always be accurate, complete or current;
• all transportation events will be detected;
• all carriers, airlines, routes or Shipments will be supported;
• the Services will be uninterrupted;
• errors will always be corrected;
• predictions will prove accurate; or
• use of the Services will produce any particular commercial or operational result.

Nothing in these Terms excludes any warranty or liability that cannot lawfully be excluded.

38. SPECIFIC LOGISTICS RISK DISCLAIMER

Customer acknowledges that Tracking One does not control transportation operations or the underlying Shipment.

To the maximum extent permitted by applicable law, Tracking One shall not be responsible for costs, losses or liabilities arising from Customer's use of or reliance on Tracking Data in connection with:

• demurrage;
• detention;
• storage;
• port charges;
• terminal charges;
• customs charges or penalties;
• trucking or haulage costs;
• handling charges;
• missed cargo collection;
• missed vessel or aircraft connections;
• missed delivery windows;
• production interruption;
• inventory shortage;
• contractual penalties imposed on Customer by third parties; or
• other transportation or logistics charges resulting from delayed, incomplete or inaccurate Tracking Data.

Customer remains responsible for independently confirming time-critical transportation information with authoritative sources.

39. EXCLUSION OF INDIRECT AND CONSEQUENTIAL LOSS

To the maximum extent permitted by applicable law, Tracking One shall not be liable for any:

• indirect loss;
• consequential loss;
• incidental loss;
• special loss;
• loss of profit;
• loss of revenue;
• loss of business;
• loss of contracts;
• loss of opportunity;
• loss of anticipated savings;
• loss of goodwill; or
• business interruption,

arising out of or relating to the Services, even if Tracking One has been advised that such loss may occur.

40. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Tracking One's total aggregate liability arising out of or relating to a paid Service, whether in contract, tort, negligence or otherwise, shall not exceed the total fees actually paid or payable by Customer to Tracking One for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim.

Where the event giving rise to the claim occurs before Customer has used the affected paid Service for twelve months, the cap shall be the total fees paid or payable for that Service up to the date of the event.

For Services provided free of charge, Tracking One's aggregate liability shall not exceed USD 100.

The exclusions and limitations in these Terms apply collectively to MLab Digital Business Expertise L.L.C-FZ, Tracking One and their officers, employees, contractors and affiliates to the extent permitted by law.

Nothing in these Terms excludes or limits liability to the extent such liability cannot legally be excluded or limited.

41. CUSTOMER INDEMNIFICATION

Customer shall indemnify and hold harmless Tracking One and MLab Digital Business Expertise L.L.C-FZ from third-party claims, liabilities, damages and reasonable costs arising from:

• Customer's unlawful use of the Services;
• Customer's material breach of Sections 17, 18, 20, 21 or 22;
• unauthorized resale, redistribution or sublicensing of Tracking Data;
• Customer's application, platform or service through which Tracking Data is presented to third parties;
• Customer's infringement of third-party rights through Customer Data; or
• fraudulent or intentionally unauthorized use of Customer's Account by Customer or its authorized users.

This obligation does not apply to the extent a claim was caused by Tracking One's own breach of these Terms or unlawful conduct.

42. CUSTOMER APPLICATIONS AND EMBEDDED SERVICES

Where Customer is authorized to integrate Tracking Data into its own application or service, Customer remains responsible for that application or service.

Customer shall not represent to its users that:

• Tracking One is the carrier or transportation provider;
• Tracking Data is guaranteed;
• an ETA is a guaranteed arrival time; or
• Tracking Data constitutes an official carrier record.

Unless otherwise agreed in writing, no direct contractual relationship is created between Tracking One and Customer's end users merely because Tracking Data is displayed through Customer's application.

43. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performing obligations, other than payment obligations, to the extent caused by circumstances beyond its reasonable control.

Such circumstances may include natural disasters, war, terrorism, civil disturbance, governmental action, labour disruption, widespread internet or telecommunications failure, major cyber incidents, power failures and failures of critical infrastructure.

Third-party data and technology dependencies are additionally governed by Sections 12 and 30.

44. NOTICES

Legal notices to Tracking One under these Terms shall be sent to:

MLab Digital Business Expertise L.L.C-FZ
Meydan Grandstand, 6th Floor
Meydan Road, Nad Al Sheba
Dubai, United Arab Emirates
Email: it@tracking.one

Tracking One may send contractual notices to the email address associated with Customer's Account or specified in an Order.

Electronic notices are deemed received in accordance with applicable law and the ordinary operation of the relevant communication method.

45. ASSIGNMENT

Customer may not assign or transfer its rights or obligations under these Terms without Tracking One's prior written consent, such consent not to be unreasonably withheld in connection with a bona fide corporate reorganization or sale of substantially all of Customer's relevant business.

Tracking One may assign these Terms to an affiliate or in connection with a merger, reorganization, financing, acquisition or sale of all or substantially all of the relevant business or assets.

46. SUBCONTRACTORS AND SERVICE PROVIDERS

Tracking One may use affiliates, contractors, cloud providers, data providers and other service providers in connection with the Services.

Tracking One remains responsible for its contractual obligations to Customer to the extent provided by these Terms, subject to the third-party dependency and liability provisions set out herein.

47. CHANGES TO THESE TERMS

Tracking One may update these Terms from time to time.

Material changes will become effective upon reasonable notice through the Services, Customer's Account, email or another reasonable method.

Changes required by law, security requirements or urgent third-party restrictions may take effect sooner where reasonably necessary.

Unless otherwise required by law, changes will not retroactively alter fees or specific commercial commitments in an existing fixed Order.

Continued use of the Services after updated Terms become effective constitutes acceptance where permitted by applicable law.

48. ORDER OF PRECEDENCE

Where applicable, the contractual documents shall have the following order of precedence in the event of an express conflict:

• a specifically negotiated and signed Order Form, solely with respect to the subject matter it expressly modifies;
• an applicable Data Processing Addendum with respect to data protection matters;
• an applicable Service Level Agreement with respect to service levels;
• these Terms; and
• Documentation.

A purchase order issued by Customer does not modify these Terms unless Tracking One expressly agrees in writing.

49. SEVERABILITY AND WAIVER

If any provision of these Terms is held invalid or unenforceable, it shall be interpreted or modified to the minimum extent necessary to make it enforceable where permitted, and the remaining provisions shall continue in effect.

Failure by either Party to enforce a provision does not constitute a waiver of that provision or any other right.

50. ENTIRE AGREEMENT

These Terms together with the applicable Plan, Order and any expressly incorporated agreement constitute the entire agreement between Tracking One and Customer concerning the relevant Services and supersede prior representations or agreements concerning the same subject matter.

Customer acknowledges that it has not relied upon any representation not expressly incorporated into the applicable contractual documents.

Nothing in this Section limits liability for fraud or fraudulent misrepresentation where such limitation is prohibited by applicable law.

51. GOVERNING LAW AND DISPUTE RESOLUTION

51.1 Governing Law

These Terms, each applicable Plan or Order, and any contractual or non-contractual obligations arising out of or relating to them or the Services shall be governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai, without regard to conflict-of-law principles.

51.2 Good-Faith Resolution

Before commencing arbitration, the Parties shall use reasonable efforts to resolve any dispute, controversy, difference or claim through good-faith commercial discussions.

Unless urgent interim, precautionary or conservatory relief is reasonably required, a Party intending to commence arbitration should first provide the other Party with written notice reasonably describing the dispute and allow a reasonable opportunity for commercial resolution.

Failure to resolve a dispute through such discussions shall not prevent either Party from commencing arbitration in accordance with this Section.

51.3 Arbitration

Any dispute, controversy, difference or claim arising out of or relating to:

• these Terms;
• the Services;
• an Account;
• any Plan;
• any Order or Order Form;
• any payment relating to the Services; or
• any contractual or non-contractual obligation arising out of or relating to the foregoing,

including any question regarding the existence, validity, interpretation, performance, breach or termination thereof, shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre (“DIAC”) in accordance with the DIAC Arbitration Rules in force at the time the arbitration is commenced, which Rules are deemed incorporated by reference into this Section.

51.4 Seat of Arbitration

The seat, or legal place, of arbitration shall be:

Dubai, United Arab Emirates.

For the avoidance of doubt, the Parties expressly select Dubai, United Arab Emirates as the seat of arbitration and do not select the Dubai International Financial Centre (DIFC) as the seat unless expressly agreed otherwise in an applicable Order.

51.5 Number of Arbitrators

The arbitral tribunal shall consist of one (1) arbitrator, unless the Parties expressly agree otherwise in writing or applicable mandatory law or the DIAC Arbitration Rules require otherwise.

51.6 Language

The language of the arbitration shall be English.

The arbitral tribunal may require documents originally prepared in another language to be accompanied by an English translation where reasonably necessary.

51.7 Final and Binding Award

The arbitral award shall be final and binding upon the Parties.

Recognition and enforcement of the award may be sought before any court of competent jurisdiction.

51.8 Interim, Emergency and Conservatory Relief

Nothing in these Terms prevents either Party from applying to:

• a competent court;
• an emergency arbitrator;
• the arbitral tribunal; or
• another authority having jurisdiction

for interim, precautionary, emergency or conservatory relief where reasonably necessary to protect that Party's rights or property.

Such an application shall not constitute a waiver of, or be considered incompatible with, this arbitration agreement.

Without limitation, Tracking One may seek appropriate interim relief in connection with:

• unauthorized use of the Services;
• misuse or disclosure of Confidential Information;
• infringement or misuse of intellectual property;
• unauthorized access to systems or APIs;
• misuse or redistribution of Tracking Data; or
• other conduct reasonably requiring urgent protection.

51.9 Confidentiality of Arbitration

To the extent permitted by applicable law and the applicable DIAC Arbitration Rules, the Parties shall treat as confidential:

• the existence of the arbitration;
• pleadings and submissions;
• evidence;
• documents specifically produced for the arbitration;
• hearings;
• procedural orders; and
• the arbitral award.

Disclosure is permitted where reasonably necessary:

• to obtain legal, tax, accounting or other professional advice;
• to enforce or challenge an arbitral award;
• to comply with applicable law, regulation or an order of a competent authority;
• to communicate with insurers, auditors, financing providers or professional advisers subject to appropriate confidentiality obligations; or
• where otherwise permitted or required under the applicable DIAC Arbitration Rules.

51.10 Costs

The allocation of arbitration costs, including DIAC fees, tribunal fees and reasonable legal costs, shall be determined by the arbitral tribunal in accordance with the applicable DIAC Arbitration Rules and applicable law.

51.11 Survival

This Section survives termination, expiration or cancellation of these Terms, an Account, a Plan or any Order.

52. LANGUAGE

These Terms are originally prepared in English.

Tracking One may provide translations for convenience.

To the extent permitted by applicable law, if there is any inconsistency between the English version and a translation, the English version shall prevail.

53. CONTACT

Questions concerning these Terms may be sent to:

Tracking One
operated by MLab Digital Business Expertise L.L.C-FZ

Meydan Grandstand, 6th Floor
Meydan Road, Nad Al Sheba
Dubai, United Arab Emirates

Email: it@tracking.one
Website: tracking.one