Terms & Conditions Conditions of Carriage

Terms of Service & User Agreement

Site Terms and Conditions of Use

1.        User's Acknowledgment and Acceptance of Terms

Pacific Logistics Corp ("Us" or "We" or "Our") provides the PACIFIC-LOGISTICS.COM and PIPELINE CONNECT® site and various related services (collectively, the "site") to You, the User ("User" or "You" or "Your"), subject to Your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between Us and You. In addition, when using particular services or materials on this site, users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those terms and conditions set forth in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS, SERVICES, CONTENT OR OTHER INFORMATION. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

These Terms of Use are effective as of February 2006. We expressly reserve the right to change these Terms of Use from time to time and without notice to You. You acknowledge and agree that it is Your responsibility to review this site and these Terms of Use from time to time and to familiarize yourself with any modifications and changes to these Terms of Use. Your continued use of this site after such modifications and/or changes will constitute acknowledgement of the modified and/or changed Terms of Use and Your agreement to abide and be bound by the modified and/or changed Terms of Use.

As used in these Terms of Use, references to Our "Affiliates" include Our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.

2.        Description of Services

We make various services available on this site including, but not limited to, Shipment Tracking, Shipment Creation, Advance Shipping Notification (ASN) Management, Document Management, Invoice Management, Report Generation, and other like services via a non-downloadable, non-installable, web-based system accessible through an Internet web-browser. You are responsible for providing, at Your own expense, all equipment, facilities, and personnel necessary to use these services, including a computer, modem, and Internet access (including payment of all fees associated with such access). Access to PIPELINE CONNECT® is provided based on the sole discretion of Pacific Logistics Corp, and can be revoked at any time, pursuant to the provisions of Section 14. Access is provided only to Pacific Logistics Corp customers, via web access only. All information and services provided or made available within PIPELINE CONNECT® are considered the "intellectual property" of Pacific Logistics Corp as described in Section 6. You may not copy, reproduce, modify, republish, upload, post, transmit, reverse engineer, decompile, resell, alter, translate, or distribute any documents or information from this site in any form or by any means without prior written permission from Us.

We reserve the sole right to modify, change, or discontinue the site, including any of the site's features, at any time with or without notice to You. We will not be liable to You or any third party should we exercise such right. Any new features that augment, modify, change, or enhance the services or information provided on this site shall also be subject to these Terms of Use.

3.        Registration Data and Privacy

In order to access some of the services on this site, You will be required to use an account and password that was provided to YOU or that can be obtained by completing our online registration form, which requires YOU to provide certain registration information and data ("Registration Data"), and to maintain and update Your Registration Data as required from time to time. By registering, You agree that all Registration Data YOU provide is true and accurate and that You will maintain and update this information as required from time to time, in order to keep it current, complete, and accurate.

By registering to use the site, You also grant Us the right to disclose to third parties certain Registration Data about You. The information We obtain through Your use of this site, including Your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

4.        Conduct on Site

Your use of the site is subject to all applicable laws and regulations. You are solely responsible for the substance of Your communications through the site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to You on or through this site, You agree that You will not upload, share, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, software, images, sounds, data, or other information -- that:

a.        is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual or violent acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;

b.        victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

c.        infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

d.        constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

e.        contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

f.         impersonates any person or entity, including any of our employees or representatives.

We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the site. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this site. However, We and Our agents have the right, at Our sole discretion, to remove any content that, in Our judgment, does not comply with these Terms of Use and any other rules of user conduct for Our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against Us arising out of such removal of content. See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

In addition, You may not use Your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the site may be available to You or other authorized users of the site. You shall not interfere with anyone else's use and enjoyment of the site or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that We may at any time, and at our sole discretion, terminate Your membership, account, or other affiliation with Our site without prior notice to You for violating any of the above provisions. In addition, You acknowledge that We will cooperate fully with any investigation of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

5.        Third Party Sites and Information

This site may link You to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under Our control, and You acknowledge that We are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are We responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by Us, or any warranty of any kind, either expressed or implied.

6.        Intellectual Property Information

Copyright © 1999-2018 Pacific Logistics Corp All Rights Reserved.

For purposes of these Terms of Use, "Content" is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our site. This includes message boards, chat, and other original content.

By accepting these Terms of Use, You acknowledge and agree that all Content presented to You on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Pacific Logistics Corp and/or its Affiliates. You are only permitted to use the content as expressly authorized by Us or the specific content provider. You may not copy, reproduce, modify, republish, upload, post, transmit, reverse engineer, decompile, resell, alter, translate, or distribute any Content, documents or information from this site in any form or by any means without prior written permission from Us or the specific Content provider. You are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither We nor Our Affiliates warrant or represent that Your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties. See "User's Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

The following are registered trademarks, trademarks or service marks of Pacific Logistics Corp. or its Affiliates: PIPELINE CONNECT® under its Service Mark registered with the United States Patent and Trademark Office, Registration No. 3,717,537. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Pacific Logistics Corp. or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants You any right to use any trademark, service mark, logo, and/or the name of Pacific Logistics Corp. or its Affiliates.

7.        Fees and Terms of Payment for Subscription Services

a.     Fees, Subscription Terms, Taxes and Refund Policy

 We provide a variety of subscription plans and services to access advanced modules within PIPELINE CONNECT®, including, without limitation, "Basic," "Pro," and "Premium" plans (i.e. "Plans") and custom modules and services. Services and Plans provided are provided AS IS with no warranty as noted in section 9. As an express condition of Your use of and access to PIPELINE CONNECT®, You agree to pay all fees applicable to Your selected subscription Plan (Your "Plan"), and any other fees for additional services You may purchase, and any applicable taxes with Your use of this site. All subscription purchases of Plans and services within this site are final and subject to the renewal terms outlined below. You may cancel Your Plan subscription at any time, per the terms outline in section 7.c. No refunds or credits will be provided for any partial months unused subscription balance. Any discounts applied to previous subscriptions may not apply to a renewed subscription, including any automatic renewals. Changes in Fees will be notified per the terms outline in section 7.e.

At the end of Your subscription period, Your Plan will automatically renew for a subscription period equal to Your prior subscription period unless You provide Pacific Logistics Corp with an email notice (sent to PipelineCustomerService@pacific-logistics.com ) of Your intent not to renew Your Plan as outlined within section 7.c.

 b.    Invoice and Payment

You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable by Us. If You provide credit card information to Us, You authorize Us to charge such credit card for the Plan and services selected and any renewal subscription term(s) as set forth in section 7.a. Such charges shall be made in advance, and billed monthly for the term of the subscription service. If the payment will be made by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the selected Plan. Unless otherwise stated in Your customer agreement, invoiced charges are due NET 30 from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

c.     Account Cancellation

Your Plan will automatically renew for a subscription period equal to Your prior subscription at the end of Your subscription period. You may cancel Your subscription Plan at any time via the cancellation option provided on Your Account Profile page. You may also submit an email notice to PipelineCustomerService@pacific-logistics.com of you intent not to renew Your Plan or additional subscription services.

If You cancel Your Plan prior to the end of the existing pre-paid period, Your Plan access will be available through and until the end of the current billing and subscription cycle. All additional access will be lost upon expiration of the current subscription period. If You cancel Your Plan during a Free Trial period, all access to additional modules and services will be immediately lost per section 7.g.

 d.    Downgrades

 At any time, You may choose to downgrade Your Plan level and remove services or modules offered with a plan, You will be automatically invoiced or charged via credit card the new rate beginning with the next billing cycle.

 e.     Changes in Fees

 Pacific Logistics Corp reserves the right to change fees for its services provided at any time, or impose additional fees or changes. Such changes in fees or discounts applied will be effective as of the first billing cycle that occurs more than thirty (30) days after notice new fees or changes is provided.

 f.      Overdue Charges and Suspension of Service

 We reserve the right to deactivate Your access to the Services provided for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are in U.S. Dollars.

 If any amount owed by You under this or any other agreement for Our services is thirty (30) or more days past due, We may, without limitation, suspend Our services to You until such amounts are paid in full. In the event that a Your credit card or direct debit payment is declined, 10 days will be provided to resolve any rejected balance and fees associated.  

 g.     Free Trials

Pacific Logistics Corp may offer a one-time free trial period for additional Plans and services via PIPELINE CONNECT® for the trial period listed during the offer period. If You participate in the Free Trial, You must cancel the plan prior to the end of the Free Trial period to avoid incurring any additional charges. If You do not cancel prior to the end of the selected Free Trial period, You may be charged for the subscription Plan selected and You thereby authorize us to charge Your credit card the full cost of the Plan as selected. Your plan will automatically renew per section 7.a. month-to-month until You cancel Your Plan as outlined in section 7.c.

 8.        Unauthorized Use of Materials

Subject to Our Privacy Policy, any communication or material that You transmit to this site or to Us, whether by electronic mail, post, or other means, for any reason, will be treated as non-confidential and non-proprietary. While You retain whatever rights YOU own or have in such communications or material, You grant Us and Our agents and affiliates a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to Us unless We have agreed in writing otherwise. We are also unable to accept Your unsolicited ideas or proposals, so please do not submit them to Us under any circumstance.

We respect the intellectual property of others, and We ask You to do the same. If You or any User of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, You or the User should send such notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must:

1.        Identify in sufficient detail the copyrighted work that You believe has been infringed upon, or other information sufficient to identify the copyrighted work being infringed.

2.        Identify the material that You claim is infringing the copyrighted work listed in item #1 above.

3.        Provide information reasonably sufficient to permit us to contact You (email address is preferred).

4.        Provide information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing webpage or other content (email address is preferred).

5.        Include the following statement: "I have a good faith belief that use of the copyrighted materials described above is not authorized by the copyright owner, its agent, or the law."

6.        Include the following statement: "I swear under penalty of perjury that the information set forth above is accurate, true and correct and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is being infringed upon."

7.        Sign the notification form.

8.        Send the written communication to the following address:

Designated Agent for Claimed Infringement:

ATTN: Pacific Logistics Corp. - HR & Legal Department
Address: 7255 Rosemead Blvd. Pico Rivera, CA 90660
Phone: (877)422-4752

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, We may immediately remove the offending materials from Our site without liability to You or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

9.        Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through Your use of the site, You may have the opportunity to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and You.

WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OF OUR AFFILIATES.

Content available through this site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with Us. We do not endorse, nor are We responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Pacific Logistics Corp. spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this site for further information, which policies are incorporated by reference into these Terms of Use.

You understand and agree that temporary interruptions of the services available through this site may occur as normal events. You further understand and agree that We have no control over third party networks You may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond Our control.

You understand and agree that the services available on this site are provided "AS IS" and that We assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10.     Limitation of Liability

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA OR LOSS OF PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11.     Indemnification

You agree to defend, indemnify, and hold Us and Our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, which arise from Your use or misuse of this site. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Us in asserting any available defenses.

12.     Security and Password

You are solely responsible for maintaining the confidentiality of Your password and account and for any and all statements made and acts or omissions that occur through the use of Your password and account. Therefore, You must take steps to ensure that others do not gain access to Your password and account.

13.     E-mail, Messaging, Blogging, and Chat Services

We may make email, messaging, blogging, or chat services (collectively, "Communications") available to users of our site, either directly or through a third-party provider. We make available separate supplemental agreements characterizing the relationship between You and Us that, except where expressly noted or contradictory, include these Terms.

We will not inspect or disclose the contents of private Communications to third parties except with the consent of the sender or the recipient, or in the narrowly-defined situations provided for under the Electronic Communications Privacy Act, or as otherwise required by law or by court or governmental order. Further information is available in our Privacy Policy.

We may employ automated monitoring devices or techniques to protect Our users from mass unsolicited communications (also known as "spam") and/or other types of electronic communications that We deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and We will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked. f You exceed the maximum permitted storage space of Your mailbox, We may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.

14.     International Use

Although this site may be accessible worldwide, We make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so at their own risk and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

15.     Termination of Use

You agree that We may, in our sole discretion, terminate or suspend Your access to all or any part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Use or ending of contractual and/or customer agreements with Pacific Logistics Corp. Any suspected fraudulent, abusive or illegal activity by You may be grounds for terminating Your access to and use of the site and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, Your right to use the services available on this site immediately ceases, and You acknowledge and agree that We may immediately deactivate or delete Your account and all related information and files in Your account and/or bar any further access to such files or this site. We shall not be liable to You or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Us in connection with such termination or suspension.

16.     Governing Law

This site (excluding any linked sites) is controlled by Us from Our offices within the http://www.pacific-logistics.com,http://pipeline.pacific-logistics.com domain, or any sub-domain, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from  the law of the place where the http://www.pacific-logistics.com, http://pipeline.pacific-logistics.com domain, or any sub-domain, resides, by accessing this site,  You and Us agree that the statutes and laws of the State where  the http://www.pacific-logistics.com, http://pipeline.pacific-logistics.com domain, or any sub-domain, reside, will apply to all matters relating to the use of this site and the purchase of products and services available through this site, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods.  You and Us agree and hereby submit to the exclusive personal jurisdiction and venue of any court of competent jurisdiction within the State where the  http://www.pacific-logistics.comhttp://pipeline.pacific-logistics.com domain, or any sub-domain, reside, with respect to such matters.

17.     Notices

All notices to a party shall be in writing and shall be made via email or conventional mail. Notices to Us must be sent to the attention of Customer Service at customer_service@pacific-logistics.com, if by email, or at Pacific Logistics Corp 7255 Rosemead Blvd. Pico Rivera, CA 90660 if by conventional mail. Notices to You may be sent to the email or physical address supplied by You as part of Your Registration Data. In addition, We may broadcast notices or messages through the site to inform You of changes to the site or other matters of importance, and such broadcasts shall constitute notice to You at the time of sending.

18.     Entire Agreement

These terms and conditions constitute the entire agreement and understanding between You and Us concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended by You unless otherwise agreed in writing signed by You and Us. Any attempt by You to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed in writing signed by You and Us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence, unless otherwise agreed in writing agreement signed by You and Us.

19.     Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorney's' fees. Any cause of action brought by You against Us or Our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any party, and any purported attempt to do so will be null and void. We may freely assign Our rights and obligations under these Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this site.

In addition to any excuse provided by applicable law, We shall be excused from liability for non-delivery or delay in delivery of products and services available through Our site arising from any event beyond Our reasonable control, whether or not foreseeable by either party, including but not limited to, any Act of God, labor disturbance, war, fire, accident, terrorist activity, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by Us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

20.     Contact Information

Except as explicitly noted on this site, the services available through this site are offered by Pacific Logistics Corp located at 7255 Rosemead Blvd. Pico Rivera, CA 90660. Our telephone number is 1-877-422-4752. If You notice that any user is violating these Terms of Use, please contact us at customer_service@pacific-logistics.com.

 


Privacy Policy

Pacific Logistics Corp (collectively "PLC", "We" and "Us") respect your privacy. In addition to our Site Terms & Conditions, this privacy notice discloses the privacy practices for the pacific-logistics.com domain. This Privacy Policy applies solely to information collected by this website and complies with all applicable laws.

Information Collection, Use, and Sharing

We are the sole owners of the information collected on this site. We may ask for certain information like Your name, email address, phone number, or account credentials to register an account. We only have access to/collect information that You voluntarily give us via email or other direct contact from You. We will not sell or rent this information to anyone. The information collected is for operational, statistical, and security purposes. We may use software programs to create summary statistics, which are used for such purposes as assessing the number of visitors to the different sections of Our site, what information is of most and least interest, determining technical design specifications, and identifying system performance or problem areas.

We will use Your information to respond to You, regarding the reason You contacted us. We will not obtain personally-identifying information about You when You visit our site, unless You choose to provide such information to Us. We will not share Your information with any third party outside of our organization, other than what is outlined in our Privacy Policy and as necessary to fulfill Your request, i.e. to schedule a shipment or order. If You identify Yourself by sending us an e-mail containing personal information, then the information collected will be solely used to respond to Your message.

Unless You ask us not to, we may contact You via email or phone in the future to tell You about specials, new products or services, or changes to this privacy policy.

Cookies

The term "cookies" refers to text files that are placed on Your computer, to collect standard Internet log information and visitor behavior information in an anonymous form, stored in Your web browser cache or mobile device.

Cookies allow us to make sure Our sites are functioning correctly, inform us of any improvements in performance for our services, and to enhance Your user experience by providing functionality to allow easy access to logging into our site and/or staying logged in.

How do I change my Cookie settings in my Web Browser?

Use these helpful links to find out more information about cookie settings and using the right cookie preference which is right for You:

  1. Chrome
  2. Internet Explorer
  3. Firefox
  4. Safari

Please keep in mind, if You disable cookies and similar technologies there might be some functionality that will not work or not operate correctly on our site(s). The helpful links provided above are for some of the common browsers, but much more information is available online via a simple web search.

Security

We deploy safeguards and strict security standards to protect Your information. We use reasonable and appropriate physical, electronic, and administrative safeguards to protect Personal Data from loss, misuse and unauthorized access, disclosure, alteration and destruction, based on the nature of data and the risks involved in processing that information. When You submit sensitive information via the website, Your information is protected both online and offline. For site security purposes and to ensure that this service remains available to all users, we use software programs to monitor network traffic to identify unauthorized attempts to upload or change information, or otherwise cause damage.

We will not obtain personally-identifying information about You when You visit our site, unless You choose to provide such information to Us, nor will such information be sold or otherwise transferred to unaffiliated third parties without the approval of the user at the time of collection. Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a lock icon in the address bar and looking for "https" at the beginning of the address of the Web page. While we use encryption to protect sensitive information transmitted online, we also protect Your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.

Your Access to and Control Over Information

You may opt out of any future contacts or services from us at any time by contacting us by phone 562-478-4700 or via email.

Third Party Service Integration

Google Analytics

This website uses Google Analytics to help analyze how users use the site. The tool uses "cookies," which are text files placed on Your computer, to collect standard Internet log information and visitor behavior information in an anonymous form. The information generated by the cookie about Your use of the website (including IP address) is transmitted to Google. This information is then used to evaluate visitors' use of the website and to compile statistical reports on website activity for Pacific Logistics Corp.

We will never (and will not allow any third party to) use the statistical analytics tool to track or to collect any Personally Identifiable Information (PII) of visitors to our site. Google will not associate Your IP address with any other data held by Google. Neither we nor Google will link, or seek to link, an IP address with the identity of a computer user. We will not associate any data gathered from this site with any Personally Identifiable Information from any source, unless You explicitly submit that information via a fill-in form on our website.

If You visit our site to read or download information on our pages, we collect and store only the following information about You:

1.       The name of the domain from which You access the Internet.

2.       The date and time You access our site.

3.       The Internet address of the website You used to link directly to our site.

4.       The pages You visited and the Browser You used on our website.

If You would like to learn more information about Google Analytics, please visit https://policies.google.com/technologies/partner-sites for more information.

You can also opt-out by using the Google Analytics Opt-Out Browser Add-on available here.

Stripe

We use a third-party payment processor to process payments made to us. In connection with the processing of such payments, we do not retain any personally identifiable information or any financial information such as credit card numbers. Rather, all such information is provided directly to our third-party processor, Stripe, whose use of Your personal information is governed by their privacy policy, which may be viewed at https://stripe.com/us/privacy .

Links to Other Web Sites

This site may link You to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under Our control, and You acknowledge that We are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are We responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by Us, or any warranty of any kind, either expressed or implied.

Based on Your interaction with outside sites on the Internet, You may encounter many more third-party cookies, including advertising cookies, than what Our services use. As a helpful tool, You can opt out of third party advertising cookies by visiting this page.

Questions or Concerns? Please contact us!

If You feel that we are not abiding by this privacy policy, You should contact us immediately via telephone at 562-478-4700 or via email.


 

Terms and Conditions of Transportation

PICK-UP/DELIVERY SCHEDULING:

  1. Unless otherwise specified in advance, standard pick-up and delivery service will be provided within normal business hours of 0800-1700, respectively. It is understood that the shipper and consignee will allow a minimum 3-hour window for scheduling, and that an additional charge may be incurred for pick-ups and/or deliveries requested on less than 3 hours notice or outside of normal business hours.
  2. The requested days of service must appear in the Special Instructions section of the Pacific Logistics Corp. waybill, or the applicable box must be checked. In the event no specific service is indicated, Standard Ground service and rates will apply.
  3. The shipper must call PLC to make specific shipping arrangements regarding service for airfreight shipments when:

(a)    Any individual piece exceeds 120 inches in length, width, and height combined;

(b)    Any one dimension exceeds 55 inches;

(c)     Any one piece weighs more than 300 pounds.

The same is suggested for ground shipments. Oversize airfreight shipments are subject to a

60% surcharge.

  1. By tendering goods to PLC which are to be transported, in whole or part, by air, Shipper consents to the search and/or inspection of all such goods pursuant to all applicable TSA and/or federal regulations.

PROHIBITED ITEMS:

  1. Except to the extent otherwise stated, the following articles will NOT be accepted for carriage by Pacific Logistics Corp:

(a)    Any article or commodity which has been or could be classified as, or which contains, an explosive, including, but not limited to, those falling within Divisions 1.1, 1.2, 1.3, 1.4, 1.5, or 1.6 as named in the ICAO Technical Instructions for the Safe Transport of Dangerous Goods by Air and Ground;

(b)    Any article or commodity which has been or could be classified as, or which contains, a hazardous or radioactive material;

(c)     Fire arms;

(d)    Uncrated new vehicles, and all used vehicles, whether crated or not;

(e)    Money, jewelry (other than costume), negotiable paper, and like valuables;

(f)      Gold, silver, and similar precious metals;

(g)    Precious and semi-precious stones, including, but not limited to, commercial carbons and industrial diamonds;

(h)    Art works, including, but not limited to, paintings, sculptures, antiques, and original film prints;

(i)      Human remains, other than cremated remains;

(j)      Furniture, without crating or wrapping;

(k)    Glass items, any type;

(l)      Personal Effects / Household Goods;

(m)  Wigs or hair, when the declared value is over $500 per shipment;

(n)    Agriculture, living trees, plants or vegetation;

(o)    Live animals or hatching eggs;

(p)    Garments and items made in whole or part from animal fur;

(q)    Alcohol, liquids or perishable articles;

(r)     Except when properly packaged and available for inspection prior to acceptance by PLC, goods which, by their nature, are particularly fragile and/or susceptible to damage (e.g. glass, surfboards, paddle boards, kayaks, display materials, furniture, store fixtures, etc.). In the event that such items are accepted for transport by PLC, liability for any loss or damage to said items will be limited to PLC's standard limits of liability, without reference to any excess or declared value;

(s)     Improperly packaged shipments;

(t)     Without PLC's prior, written authorization, any shipment with a declared value exceeding $25,000.00;

(u)    Shipments consigned "to order of" or "to order-notify";

(v)    Shipments that require PLC to obtain a federal, state, or local license for their transportation;

(w)   Any shipments prohibited by law.

 

CHARGES & PAYMENTS:

 

6. Unless shipment is pre-paid or C.O.D., payment for transportation service is due within 30 days of PLC's issuance of an invoice, without offset. Should such payment not be timely made, a 3% late fee will be added each month to the sum owed, until paid in full.

 

7. In the event that client fails to timely remit payment for services previously provided by PLC, PLC reserves the right to assert and enforce a lien upon any and all shipments the client subsequently tenders to PLC.

 

8. All checks and money orders are collected for C.O.D. shipments on behalf of the Shipper. Cash is not accepted. The Shipper assumes the entire risk, including, but not limited to, risk of nonpayment, forgery or counterfeit checks or currency. Performance of the C.O.D. service does not constitute PLC as the Shipper's agent for any purpose.

 

 

9. Charges for any Domestic Air shipment that has a total measurement exceeding 194 cubic inches per pound will be assessed on the basis of one pound for each 194 cubic inches. International Air shipments are subject to a dim factor of 166. Domestic Ground shipments will be assessed on the basis of one pound for each 194 cubic inches. Cubic measurements will be based on the length multiplied by the width multiplied by the height dimensions, in inches. Please, refer to your individual tariff for clarification.

 

10. Waybills, other than those issued by PLC, shall not be honored for its face value other than the number of packages and weight of the shipment. Transportation charges may be prepaid by the Shipper, sent collect to the Consignee, or invoiced to a Third Party. PLC reserves the right to collect from the Shipper or Consignee if any other party defaults on payment or if the Consignee refuses a shipment from the Shipper. In such case, the Shipper assumes the responsibility for all charges, including, but not limited to, round trip freight fees, storage charge, declared value fee, etc. If Shipper does not mark payment terms on the waybill, freight will move on a prepaid basis and will be invoiced accordingly.

11. Accessorial Fees:

(a) Appointments: A fee of $80.00 may apply when a time-specific appointment is

given from either Shipper or Consignee. After-hours, specials, and weekend fees will vary by market.

(b) Attempted Pick-up or Delivery / 2nd Attempts: $15.00 per hundredweight or

$75.00 minimum will be applied when attempt is required due to change of address, freight not ready, or dock close-out. A fuel surcharge is applicable.

(c) Beyond Delivery and Advance Pick-ups: Refer to individual tariff for fees and

schedules, Otherwise, the standard fee is $15.00 per cwt or $50.00 minimum.

(d) C.O.D. Fee: $25.00 per shipment to collect on behalf of the Shipper. Note that the

dollar amount collected will be considered the Declared Value. Thus, a D.V. Fee will apply in all cases.

(e) Convention Halls / Hotels: $60.00 for each Pick-Up or Delivery. Wait time fees and Specials may apply as well.

(f) Declared Value Fee: A fee of $.60 will be assessed for every $100.00. A minimum of $25.00 will apply.

(g) Detention Fees: Applicable on Full Truck or Cap load shipments only. The first two (2) hours are free at Origin or Destination. A fee of $80.00 per hour may apply in one-hour increments, or portions thereof, for any additional time.

(h) Evening / Weekend / Holiday Pick-Ups: Shipments tendered past standard hours of 1700 M-F in most markets will be subject to an Evening or Afterhours Special Fee. Posted hours may vary. Shipments tendered on a Saturday, Sunday, or any Holiday will be assessed the appropriate Special Fee.

(i) Holiday Cartage Fees: Pick-Up and Delivery rates are subject to fees based on local markets. Consult your local Sales Representative or PLC office for Special pricing that may apply.

(j) Inside Pick-Up or Delivery: $4.00 per hundredweight or $35.00 minimum.

(k) Lift-gate: $75.00 per use.

(l) Residential Service: $25.00 at Pick-Up or Delivery.

(m) TSA Surcharge: A fee will be assessed on all airfreight shipments, regardless of service level, and is subject to change based on monthly airline fees applied.

(n) Two-Man Pick-Up or Delivery: $75.00 per hour will apply per person.

(o) Waiting Time: Applicable on all less than Full Truck Load or less than Cap shipments. First half hour is free at pickup or delivery. A fee of $80.00 per hour may apply in 15-minute increments, or portions thereof, for any additional time.

CLAIMS FOR LOSS OR DAMAGE:

 

12. Except as otherwise provided herein, all claims for loss or damage to goods transported by Carrier shall be presented and handled in accordance with the Carmack Amendment to the Interstate Commerce Act, 49 CFR § 370. Shipper or Consignee's failure to comply with the requirements of the Carmack Amendment shall bar any right of direct or indirect recovery of damages from PLC.

 

13. Absent a contrary representation on said document, a signature by the Consignee on PLC's Delivery Receipt or Bill-of-Lading acknowledges the number of items delivered, and that your shipment was received in good order, except with respect to damage which, despite diligence in the inspection of the goods, is concealed or not readily apparent at the time of delivery. With respect to damage which is concealed or not readily apparent at the time of delivery, shipper and/or consignee shall have 24 hours after the time of delivery to inspect the delivered goods more thoroughly and to notify PLC in writing of any previously concealed or non-apparent damage. Should PLC not be properly and timely notified of said damage, the signature on the delivery receipt or bill of lading serves as conclusive evidence of delivery in good order, and shall subsequently bar any direct or indirect damage claim against PLC.

 

In the event that PLC is prevented from confirming the quantity of the items to be transported, such as where PLC agrees to transport cargo in a container or trailer previously sealed by the consignor or shipper, PLC shall have no liability for any alleged disparity in the count of the items contained therein if said trailer or container is delivered with the original seal intact. A signature by the Consignee on PLC's Delivery Receipt or Bill of Lading, whereupon the seal number shall be identified, acknowledges that the container or trailer was received by the Consignee with the original seal intact.

 

 

 

 

In the event that PLC is prevented from confirming the condition of the items to be transported, such as where PLC agrees to transport cargo in a container or trailer previously sealed by the consignor or shipper, PLC shall have no liability for any alleged damage to the cargo transported, absent proof of the condition of the cargo immediately prior to PLC's provision of transportation service and proof of a specific occurrence, such as a vehicular accident, sufficient to establish that said occurrence is clearly responsible for causing the alleged damage.

 

14. The PLC Waybill contains a Declared Value box, which if filled in, will result in the assessment of an additional charge of $0.60 per $100.00 declared, or any fraction thereof. If the Declared Value box on the Waybill is filled in, recovery in the event of a successful claim or action for loss or damage will not exceed the lesser of the shipper's cost for said goods or the fair market value of the goods damaged or lost, and shall not exceed the amount specified in the Declared Value box, proportionately reduced by the percentage of the shipment lost or damaged. In the event that the Declared Value box is not filled in, recovery in the event of a successful claim or action for loss or damage will be limited to the lesser of the shippers' cost for said goods or the fair market value of the lost or damaged goods, and shall not exceed a maximum of $0.50 per pound of the goods damaged or lost.

 

15. International shipments may be afforded Insurance Coverage for an additional charge of $.75 per $100.00 of stated value. If requested, recovery in the event of a successful claim or action for loss or damage will not exceed the lesser of the shipper's wholesale cost for said goods or the fair market value of the goods. Any assessment or paid claim will be based on the actual loss incurred and not the proportionate percentage of the shipment lost, damaged, or claimed.

 

16. Irrespective of whether the Declared Value box is filled in or not, in the event that Carrier agrees to transport the following commodities, such transportation is provided under the condition that Carrier's cargo liability is limited to $0.05 cents per pound for damage, destruction of property or shortage/loss:

(a)    Light bulbs;

(b)    Non-packaged freight or insufficiently packaged freight as per NMFC guidelines;

(c)     "Other Than New" commodities.

For the purpose of this provision, the following commodities shall be deemed "Other Than New":

(a)    Items which have been rebuilt, reconditioned, remanufactured or refurbished;

(b)    Any item which, at the time the transportation service is provided, does not carry the same warranty/guarantee as a new item;

(c)     Property bought over the internet from companies, including, but not limited to, eBay, Amazon and others, which is purchased as used merchandise.

17. Nothing stated herein shall relieve Shipper/Consignee of their duty to take all reasonable steps to mitigate against claimed damages. In the event that goods allegedly damaged can be repaired for a sum less than the sum to which Shipper/Consignee would otherwise be entitled from PLC should PLC be proven liable for said damage, Shipper's/Consignee's recovery from PLC shall be reduced to said repair cost. In the event that goods allegedly damaged by PLC could be lawfully sold in their damaged condition, PLC's potential liability for damaging said goods shall be reduced by an amount equal to the fair market value of said damaged goods. In the event that goods allegedly lost by PLC can be reasonably replaced for a sum less than the sum to which Shipper/Consignee would otherwise be entitled from PLC should PLC be proven liable for said loss, Shipper's/Consignee's recovery from PLC shall be reduced to said replacement cost.

18. If any portion of a shipment for which a claim of loss and/or damage is made, is recovered and returned to the shipper or consignee, in good order, prior to reimbursement, then any pending claim in that regard is nullified to the extent of the portion of the shipment so recovered.

19. All freight charges must be paid in full for PLC to consider or settle any claim for loss or damage to said freight.

20. Under no circumstance will PLC or its employees be liable for "loss", damage, or delay caused in whole or part by Acts of God, acts of public authority (including, but not limited to, U.S. Customs), acts of public enemies (including, but not limited to, war and acts of terrorism), acts of the shipper (including, but not limited to, improper packaging of materials) or consignee, mis-description of cargo, the inherent vice or nature of the goods shipped, or circumstances beyond PLC's ability to control, including, but not limited to, perils of the air and sea, strikes, and civil unrest or commotion. PLC will make every effort to keep both consignee and consignor informed when shipments are affected.

21. If a shipment is rejected by the Consignee, the Carrier's responsibility shall be that of a warehouseman, at released value of $.0125 per pound. Notice of rejection of the shipment shall be provided to the Shipper, Consignee, and Third Party, in writing by the Carrier, with a request for disposition. If no response is received within thirty (30) days, the Carrier may sell the goods to satisfy its transportation lien, without further notice to the parties. In the event sale and/or salvage of the merchandise on hand is not adequate to satisfy the transportation and/or storage fees incurred, the Shipper will be held liable and responsible for the balance due the Carrier.

22. In no event shall PLC be liable for lost profits, loss of use, loss of marketability, loss of goodwill or any other consequential loss or item of special damage, including, but not limited to, any claims based on or arising from liquidated damages, charge-backs, and/or set-offs.

GENERAL TERMS & CONDITIONS:

23. Individual tariff agreements may supersede any rules contained within.

24. No one is authorized to change PLC's Terms of Transportation, or any contract, without the prior written consent of Pacific Logistics Corp.

 

25. These Terms & Conditions, including any terms for limitations on liability, apply whenever claims relating to the performance of the contract and/or agreement are made against PLC, any servant, agent or other person, including any independent contractor, whose services have been used in order to perform the contract and/or agreement.

 

26. The PLC Terms & Conditions of Transportation will control whenever there is a conflict between our Terms and Conditions and any condition or term contained on any bill-of-lading.

 

27. Other rules not mentioned herein may apply. Please consult the Terms and Conditions contained on any PLC shipping document, waybill, and PLC Conditions of Carriage, copies available upon request. Consult your local PLC office.

 

28. Should any clause or portion thereof of this document be deemed invalid and/or unenforceable, it will have no effect upon the remaining portions of the document, which shall remain valid and enforceable.

 

IMDEMNIFICATION OF FORWARDER:

29. The shipper and the consignee shall jointly indemnify Pacific Logistics Corp., its employees, agents, officers, directors, and any and all related companies or persons, for all claims, fines, penalties, damages, costs, or other amounts which may be incurred by, or imposed upon, Pacific Logistics Corp. by reason of any breach by the shipper or the consignee of any of the provisions of this agreement. Upon notification of any such claim by Forwarder, the shipper and/or consignee shall retain and compensate counsel and pay all other litigation or administrative expenses.

COURT ACTION FOR COLLECTION OF FREIGHT CHARGES, VENUE AND ATTORNEY'S FEES:

30. The party or parties liable for the payment of Forwarder's freight charges (Debtor) hereby agrees to pay all court costs and attorney's fees incurred by Pacific Logistics Corp. to collect any sums owed for services rendered by Forwarder. Further, Debtor hereby consents to the exercise of personal jurisdiction in any such lawsuit commenced by Pacific Logistics Corp. in the California Superior Court in and for the County of Orange. The laws of the State of California shall apply to any such lawsuits.

LEGAL CONSIDERATIONS:

31. Debtor hereby agrees to pay all court costs and attorneys' fees incurred by Pacific Logistics Corp. in enforcing any of the terms of this agreement and in collection of any sums owed, pursuant to this agreement by debtor for services rendered by carrier.  Further, Debtor acknowledges and waives their right to raise the defense of lack of personal jurisdiction in lawsuit commenced by Pacific Logistics Corp. against the Debtor.  Debtor does hereby consent to the exercise of personal jurisdiction over it by the California Superior Court in and for the County of Orange in any lawsuit commenced against the Debtor by Pacific Logistics Corp.   Except to the extent that federal law otherwise applies, Debtor and Pacific Logistics Corp. do also stipulate that the laws of the State of California shall apply to any lawsuits commenced under this agreement.

AMENDMENTS:

32. This Agreement may not be modified or amended except by a subsequent written agreement signed by both parties.