Terms Of Service
These Terms of Service, together with our Privacy Notice(collectively, this " Agreement") is a binding agreement between you and Ship.Cars USA, LLC (the " Company"). This Agreement governs your use of and access to the website located at ship.cars (the " Website"), including all content, tools, applications (including mobile applications) available through it, as well as all other services or platforms to which these Terms of Service are posted (collectively the " Services"). For the avoidance of doubt, the term Services includes Loadmate, Loadmate Pro, Market Load Board, SmartHaul TMS, SmartHaul App and Calcatron.
The term " you" and its variants (e.g., " your" and " yours", etc.) means the legal person (e.g., business, corporation, limited liability company, partnership, etc.) engaging the Company for use of our Services. If the person engaging us is an individual, acting on his/her/their own behalf and not on behalf of another legal person, then the term "you" refers to such individual.
Please read the Terms of Service carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms of Service when this option is made available to you or persons who act on your behalf when using our Services (each, an " Authorized User"), you accept and agree to be bound and abide by these Terms of Service and our Privacy Notice. If you do not want to agree to these Terms of Service or the Privacy Notice, you must not access or use the Services.
Each Authorized User hereby represents and warrants that he/she/they has/have the authority to act on behalf of and bind to the terms of this Agreement the person on behalf of whom they access and use the Services (you).
We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in the Governing Law and Jurisdiction section below will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Services.
Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
- By downloading, installing, registering for, or using the Services (including when you check the relevant box upon being presented with this Agreement and/or upon first creating an Account (as defined below) in the Services), you acknowledge and agree to the following: (i) You have read and understand this Agreement; (ii) You are responsible for the acts and omissions of your Authorized Users, which may include your clients, employees, consultants, contractors, and/or agents of a carrier company or brokerage, or the clients, employees, consultants, contractors, and/or agents of a carrier company or brokerage of your affiliates; (iii) Your Authorized Users are 18 years of age or older; (iv) You accept this Agreement (including the limitations of liability, disclaimers, indemnification, obligations, arbitration provisions, and the Privacy Notice.
- Mobile applications may be available to you for download via the Website or any other third parties outlets, including Apple, Inc.'s "App Store" or Google LLC's "Google Play" store (collectively, the " Third-Party Outlets"). You and the Company acknowledge that this Agreement is between you and the Company only, and not with a Third-Party Outlet. The Company, and not the Third-Party Outlets, is solely responsible for the Services and the content thereof. None of the Third-Party Outlets are a party to this Agreement. The Third-Party Outlets are not sponsors to, nor in any ways affiliated with any of, the Company's promotions or the Services.
- You and the Company acknowledge that the Third-Party Outlets have no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
- You and the Company acknowledge that the Company, and not the Third-Party Outlet, is responsible for addressing any claims relating to the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You acknowledge and agree that it is your sole responsibility to obtain the consent of your client/s/ for the use of electronic documents, including but not limited to, Electronic Bills of Lading (EBOL or EBOLs).
- You understand that the Company does not warrant that your client's consent provided for by the Services will satisfy the requirements of applicable federal, state and municipal laws and regulations governing the use of electronic documents. It is your responsibility to ensure that the consent obtained by your client's meets those requirements.
You acknowledge that the Services are a neutral venue where clients may meet; as such the Company has no control over the quality, safety, or legal aspects of the transactions that may take place.
You represent and warrant that:
- You are a bona fide shipper, freight broker, 3PL, freight forwarder, intermodal or rail company or motor carrier of a legal age to operate and to enter into an agreement of this nature.
- You do and shall maintain appropriate authority and will cease immediately to use the Services if for any reason you no longer maintain such authority.
- You will not represent yourself as operating under the authority of any other party without express permission from such party.
- You will not attempt to broker freight without proper legal authority.
- You will not enter into any transaction to transport freight without the appropriate carrier authority and/or outside the geographic bounds of your carrier authority. You and/or your Authorized Users must be authorized as an interstate carrier to use the Services in any way that involves interstate transport. If you are an intrastate carrier only, you are permitted to use the Services only as your authority permits.
- You will not enter into any transaction to transport freight without the appropriate level of bond as well as any required insurance coverage.
- You will not enter into any transaction to transport freight on equipment that fails to meet any applicable federal, state or municipal law or regulations.
- You will not enter into any transaction to transport any items or cargo forbidden by federal, state or municipal law or regulations.
- Your use of the Services is solely for your commercial purposes related to your movement of freight or other services offered by the Company on the Services, and that you will not reproduce, republish, resell, or distribute any information delivered through the Services in any format, in whole or in part, for sale or commercial use by third parties.
- Your access or use of the Services is not for the purpose of competing with the Company. You agree that any violation shall create irreparable harm for which the Company is also entitled to compensation.
- Without prior written permission of the Company, you will not share any information from the Services with any non-authorized users.
- You will not resell or assign your rights or obligations under this Agreement.
- You will conduct your business in an ethical manner and will not engage in any illegal, deceptive, misleading or fraudulent practice.
- Use of any import/export capability to transfer the Company or the Services information from your computer system shall be restricted to one or more identified computers located at the address(es) noted on your Subscription Plan (as defined below) or your Account, and you agree that you will not distribute those to any other location(s). Unless otherwise stated, all information downloaded or exported from the Services is intended for use by you (directly or through the Authorized User) performing the download and you agree not to distribute such information to any other users or locations.
- All seats provided under your Subscription Plan are for use by your Authorized Users located at the physical address listed on your Subscription Plan or your Account. If desired, your Authorized Users may download a second copy of the Services, if downloadable, on a home computer for temporary or occasional use for your business (but solely for your business). Your subscription does not cover your Authorized Users that are employed at a different location from the one listed on your subscription agreement. A separate subscription is required for each business location used by your Authorized Users, unless agreed by you and the Company.
- Job aggregators are not considered Authorized Users and do not have any rights under this Agreement, including not being allowed to post jobs on the Services and you agree such access may be terminated at any time.
You agree that any violation of the above warranties may result in immediate termination of your registration and access to the Services. Furthermore, the Company reserves the right to assert and pursue any and all remedies available to it under applicable laws. You shall be responsible for all legal costs, expenses and fees incurred by the Company in the pursuit of such remedies, including without limitation, reasonable attorney fees, and you hereby agree to reimburse the Company for all such costs and expenses.
- You may access and use the Services only in accordance with the terms of this Agreement. Please note, however, that the Company may, in its sole discretion, discontinue the Services, modify the features of the Services, or cause some or all of the Services to be unavailable from time to time without prior notice, and that the Company may change the Paid Plan and Free Plan (as these terms are defend below) selections, limitations and offerings in its discretion at any time.
- If you order the Services through an on-line registration page, in-product screens, or any other mutually agreed upon offline order form delivered by you to the Company, including via mail, email or any other electronic or physical delivery mechanism (the " Order Form"), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering, including the respective subscription plan purchased under such Order Form (the " Subscription Plan"), and the term for the same (the " Subscription Term"). You can renew such Subscription Term for any successive Subscription Terms at your own convenience. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Service which you choose to use, those additional terms are hereby incorporated into this Agreement in relation to your use of the Services.
- You only have access to the Services' basic functionality under the free plan (" Free Plan"), and will have the ability to use the Services for only limited transactions, and add a limited number of Authorized Users. If you want to go over the Free Plan limits, you'll be required to self-select and pay for a paid plan from the options posted to the Website based on your anticipated use of the Services (" Paid Plan"). Each Paid Plan offers different pricing and feature options and has varying usage limits, including limitations to the number of Authorized Users you can have. Separate add-ons may also be included in the Paid Plan, as selected by you and described in your Subscription Plan. You will always have the option to upgrade or downgrade to a different plan at any time, subject to the terms and conditions of such Paid Plan or Free Plan.
- Subject to any changes made by the Company to the Service tiers, your subscription to the Services will remain in effect as set forth in the Order Form for the duration of the Subscription Term. If you make any changes to your Subscription Plan, such changes will be effective upon the commencement of the renewal of your Subscription Term.
- The Company presents information in many ways; most often on our Website; always as a service to you. Our goal is to provide the most accurate information available in our complex and constantly changing Services. While we endeavor to be as accurate and timely as possible, we make no warranty or guarantee concerning accuracy, reliability, completeness, or suitability, and provide all information, including but not limited to information generated from GPS data. Use of the Services is at your own risk. the Company endeavors to keep this information as updated as possible, however, you are responsible for verifying the accuracy of all information input by you into the Services and of all information provided to you by the Services. You must make your own determination as to safety, authority and/or business practices.
- The Company provides the Services, in part, as a venue for carriers, brokers, freight forwarders, shippers, dealers and manufacturers or other entities to meet in order to offer sell and buy services. The Company is not involved in the actual transaction between buyer and seller. While the Company may help facilitate, it has no control over and does not guarantee the safety or legality of the transactions performed in the Services. By using the Services, you agree that it is your sole responsibility, as a user of the Services, to check the credentials, including but not limited to the safety/authority record, of any party introduced to you by the Services.
Accessing the Services and Account Security.
You are responsible for the following:
- Making all arrangements necessary for you to have access to the Services.
- Ensuring that all Authorized Users who access the Services through your Internet connection and or your Account/s/ are aware of this Agreement and comply with it.
To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete.
- If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.
- You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Fees and payment terms.
- In consideration for the provision of the Services (except for the Free Plan), you agree to pay the Company the applicable fees set forth in your Order Form or as otherwise set forth in your purchased Paid Plan description on the Website (the " Subscription Fees"). Unless indicated otherwise, Subscription Fees are stated in US dollars.
- Prices specified in the Order Form may include discounts or promotional pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Subscription Term, without additional notice. The Company reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion.
- You hereby authorize us, either directly or through our payment processing service or our affiliates, to charge to your credit card or other payment mechanism selected by you and approved by the Company, such Subscription Fees, upon each applicable due date.
- Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable.
- All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding. If any such deduction or withholding (including but not limited to domestic or cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement, if applicable.
- We reserve the right to change the Subscription Fees at any time, upon posting such revised Subscription Fees to the Website. Any price changes will be effective upon the commencement of your next Subscription Term.
- You agree that in the event the Company is unable to collect the fees owed to the Company for the Services through your Account, the Company may take any other steps it deems necessary to collect such Subscription Fees from you and that you will be responsible for all costs and expenses incurred by the Company in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that the Company may collect interest at the lesser of [1.5%] per month or the highest amount permitted by law on any amounts not paid when due.
Intellectual Property Rights.
- The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
- The Company's name, the terms SHIP.CARS, Loadmate, Loadmate Pro, Market Load Board, SmartHaul TMS, SmartHaul App and Calcatron, and all of the Company's logos, and all names, logos, product and service names, designs, and slogans appearing on the Services are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
Subject to the terms of this Agreement the Company grants you a limited, non-exclusive, non-sublicensable, and nontransferable license to:
- For mobile applications, allow the number of Authorized Users permitted in your Subscription Plan to download, install, and use the Services, solely for your internal business purposes, on a single mobile device owned or otherwise controlled or leased to you, or used by one of your Authorized Users as part of their work on your behalf (each, a "Mobile Device"), in each case, strictly in accordance with the applicable documentation.
- For online Services, allow the number of Authorized Users permitted in your Subscription Plan to access and use the Services remotely, solely for your internal business purposes, strictly in accordance with the applicable documentation.
We welcome your suggestions, comments, bug reports, feature requests or other feedback (collectively, " Feedback"). We do not have to keep Feedback confidential, even if you tell us it is confidential, provided we do not disclose that you are the source of any Feedback. If you provide Feedback, you hereby grant the Company a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use the Feedback for any purpose and to implement the ideas contained in same into the Services.
- Unless specified herein, you retain your rights to any materials you or your Authorized User submit, post or display on or through the Services. You hereby grant us a non-exclusive, worldwide, sublicensable, transferable, royalty-free and fully paid up license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, perform, display, create derivative works of, and distribute such materials solely for the purposes of making the Services available and supporting them. We may also use aggregated information derived in part from your use of the Services for the purposes of enhancing and developing our products and services, and you agree that all such aggregated data is owned by the Company.
- You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, patent rights, database rights, moral rights and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement (hereinafter, the " Protected Data"). The Protected Data includes the design, layout, look, appearance, organization, compilation of the content, code, data, materials, software, audio, photographs, artwork, text forms and graphics of the Services. Reproduction of the Protected Data in any form without express permission is strictly prohibited.
- Furthermore, the Company may disclose to you, or you may otherwise learn of or discover proprietary information about us, our business or our clients, including documents, business practices, code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software technologies, processes, procedures, methodologies, data, content, customer's personally identifiable information, or other aspects of our Services or our business (collectively, " Our Information"). You hereby agree and acknowledge that any and all of Our Information is confidential to us, and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes allowed by this Agreement. Any disclosure of Our Information, including the Services or any data or information therein, to a third-party, specifically including a direct competitor of the Company, is strictly prohibited and will be vigorously challenged in a court of law.
- Furthermore, you acknowledge that Our Information is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief.
- All obligations contained in this Section 5 shall survive the termination of this Agreement.
Each of the following license restrictions shall survive any termination of this Agreement(s). You shall not:
- Violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
- Copy the Services in whole or in part, except as expressly permitted by this Agreement;
- Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services or any part thereof;
- Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
- Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
- Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason (except with respect to pick-up and delivery contacts as directed by the in-app prompts while completing electronic proof of delivery documentation), including by making the Services available on a network where it is capable of being accessed by more than one device at any time;
- Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services;
- Use the Company's and/or the Services' rate information or any other proprietary product information to develop a competitive lane rate product;
- Provide the Company and/or the Services rate or product/service information to any company considered by the Company to be a competitor;
- Share or allow any Authorized User to share their credentials for accessing/using the Services with any other person;
- Attempt to mine or replicate the rate database without the express written permission of the Company.
In addition to any other rules or regulations that we may post in connection with a particular Service, you agree that you shall not upload, post, transmit, distribute or otherwise publish through any website or any service or feature made available on or through our Services or websites, any materials which:
- Restrict or inhibit any other user from using and enjoying the Services;
- Are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent;
- Constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
- Violate, plagiarize or infringe the rights of third-parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right;
- Contain a virus, spyware, or other harmful component;
- Contain embedded links, advertising, chain letters or pyramid schemes of any kind;
- Constitute or contain false or misleading indications of origin, endorsement or statements of fact;
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
- Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including its ability to engage in real-time activities through the Services;
- Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent;
- Use any device, software, or routine that interferes with the proper working of the Services;
- Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services;
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack;
- Otherwise attempt to interfere with the proper working of the Services;
- Modify copies of any materials from the Services;
- Make any use of any illustrations, photographs, video, or audio sequences or any graphics or text from the Services for any purposes other than electronic proof of delivery services or as otherwise expressly contemplated herein;
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services; or
- Access or use for any commercial purposes any part of the Services or any services or materials available through the Services.
- You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from the Company. You also may not offer to buy or sell any product or service on or through your comments submitted to our forums. You alone are responsible for the content and consequences of any of your activities.
Information About You and Your Use to the Services.
- All information we collect on this Website or based on your use of our Services is subject to our Privacy Notice. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Notice.
- The Services are offered in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are solely responsible for compliance with local laws. You also agree that you will comply with all applicable laws, domestic or foreign, including but not limited to the laws and regulations concerning import and export of goods, the Foreign Corrupt Practices Act and other laws prohibiting bribery, nondiscrimination, forced or involuntary labor, and equal opportunity in employment.
- The Company may from time to time in its sole discretion develop and provide updates or enhancements to the Services, which may include changes, upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, " Updates"). Updates may also modify or delete in their entirety certain features and functionality. All changes are effective immediately when posted by the Company, and apply to all access to and use of the Services thereafter. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (a) the Services will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates.
- You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates and associated documentation will be deemed part of the Services and be subject to all terms and conditions of this Agreement.
- The Services may rely upon, display, include, or make available third-party content (including data, information, services, other products and/or materials) or provide links to third-party websites or services, including through third-party advertising (" Third-Party Materials"). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials.
- Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
Term and Termination.
- The term of this Agreement commences when you use the Services and will continue in effect until terminated by you or the Company as set forth in this Section 12 or when all Order Forms you agreed to have expired, whichever occurs first.
- You may terminate this Agreement with thirty (30) days advance notice to the Company to terminate your Account.
- The Company may terminate this Agreement and/or your access to the Services at any time without notice for any reason including but not limited to if it ceases to support the Services, which the Company may do in its sole discretion.
- In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
- The Company may deny or cancel your Account with the Services immediately at its sole discretion if complaints are received.
- Upon termination, (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the Services and delete all copies of the Services from your Mobile Device and Account.
- Termination will not limit any of the Company's rights or remedies at law or in equity. Furthermore, any payment obligations incurred by you pursuant to this Agreement or through your use of the Services may survive termination.
The Company reserves the right to:
- Take any action with respect to any use of the Services that we deem necessary or appropriate in our sole discretion, including if we believe that such use violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or that could create liability for the Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take legal action, including referral to law enforcement, for any actual or suspected illegal or unauthorized use of the Services.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone accessing the Services. You waive and hold harmless the Company and its affiliates, licensees, licensors, and service providers from any claims resulting from any action taken by the Company during or as a result of its investigations and from any action taken as a consequence of investigations by either the Company or law enforcement authorities.
- The Company may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Services.
- Any material you post to the Services will be considered non-confidential and non-proprietary. By providing any material on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
- The Company may, from time to time, monitor or review discussions, chats, blogs, forums, social media postings, transmissions, bulletin boards, and the like on the Services or other services. You understand and agree that the Company is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information contained within such locations on the Services.
- You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
- The Company will fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of anyone posting any such information or materials. The Company reserves the right to remove messages or material posted by you to message boards or other areas, at its sole discretion. By submitting messages and/or materials to the Services, you agree to indemnify, defend and hold harmless the Company from all damages, costs and expenses, including reasonable attorneys' fees and costs arising out of all claims, challenges or actions, including claims for infringement, libel and slander, related to your submission.
We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (" DMCA"), the written notice (the " DMCA Notice") must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated Copyright Agent to receive DMCA Notices is:\
SHIP.CARS USA LLC\
869 E. Schaumburg Rd Suite 363 Schaumburg, IL 60194\
- If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
- Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
- To access the Services, you must register for an account (" Account") with the Company. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access in the Services or receive directly from a Company representative, and you agree to update this information to maintain its truthfulness, accuracy, and completeness.
- By subscribing to the Services, you authorize the Company to include data about you in the Services' internal directory and also in the directories of related services provided by the Company. This data may include publicly available data about you or your company such as your name, address, contact information, DOT profile (if any) as well as any other data you have provided the Company or the Services about your company and operations.
- You acknowledge that the Services may allow you to make your own independent evaluations as to the condition of any vehicle or cargo. Any contract or agreement for vehicle transport that you may enter into by accessing the Services, is solely between you and the applicable carrier, broker, dealer, freight forwarder, shipper, dealer, manufacturer or other entity. The Company has no monitoring, enforcement or other obligations or responsibilities in relation to compliance with such industry and professional standards. The Company provides the Services merely, in part, as a means of facilitating electronic proof of delivery documentation and electronic invoicing.
- You acknowledge that if you disable certain functionalities of the Services including geotagging and/or location services, the Services will not function as intended. Furthermore, disabling such functionalities could conflict with your obligations to your respective carrier, if applicable. You are responsible for, and will indemnify and hold the Company and its affiliates harmless from and against, any claims arising out of your responsibilities or failure to comply with obligations imposed on you by your carrier, industry and professional standards, or your failure to enable the Services as intended.
The Company assumes no responsibility for whether you or other Authorized Users abide by applicable industry and professional standards, including:
- Related to pick-up and delivery of vehicles within the agreed-upon windows of time and at the agreed-upon price (and to the extent you arrange delivery directly with other customers, including alternative arrangements, you are solely responsible for any liability in connection with such alternative arrangements, and you shall indemnify and hold the Company harmless from and against any claims or losses arising therefrom);
- Whether there is prompt notification to all appropriate parties of unexpected delays in the pick-up or delivery of vehicles;
- Pertaining to the handling of vehicles so as to avoid any personal injury or damage to the vehicles;
- Whether all parties provide to appropriate parties with a completed and signed bill of lading/vehicle condition form upon delivery of the vehicles;
- Whether all parties adhere and comply with federal, state and municipal laws, including those governing the use of electronic documents;
- Those pertaining to handling of damage claims in a fair and responsive manner;
- Whether the parties interact in a professional and courteous manner; and
- Whether the parties have maintenance of adequate insurance coverage and applicable licenses and bonds at all times.
We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.
- We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
- The Services may refer to some services or programs that are not available to you without specifically identifying the reason that the service of program is not available. Reference to such services or programs by the Services does not imply that the Company intends to offer such services or programs to all users or locations.
- The Services include an email invoicing function whereby an electronic invoice is generated and emailed to the other customers of the Services (e.g., shippers) upon proof of delivery. Invoices are generated from data you have provided to the Services. You acknowledge that any errors in the content of said invoices is your sole responsibility and not that of the Company. You further acknowledge that this invoicing function is for your convenience only and the Company assumes no responsibility for invoicing or other financial transactions between you and any Third-Parties, including any disputes that may arise from your generating your own invoices while the automatic invoicing function is active or your failure to generate invoices should you choose to deactivate the automatic invoicing function. The automatic invoicing function is activated for your Account by default but may be deactivated by you in the 'Company Profile' section of your Account and may also be deactivated by the Company at the Company's sole discretion at any time.
- The Services may provide certain services that are available to you via your Mobile Device if you have subscribed to them, including the ability to use your Mobile Device to receive and reply to messages from the Services and/or the Company and to access certain other features (collectively, the " Mobile Services"). Your mobile carrier's normal messaging, data, and other rates and fees may apply to your use of the Mobile Services and the Company does not assume any responsibility for any such rates and/or fees. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are responsible for checking with your mobile carrier to determine if the Mobile Services are available for your Mobile Devices, what restrictions, if any, may be applicable to your use of the Mobile Services and how much they will cost you. By using the Mobile Services, you agree that the Services and/or the Company may communicate with you by SMS, MMS or other electronic means to your Mobile Device and that certain information about your usage of the Mobile Services may be communicated to the Company. In the event you change or deactivate your Mobile Device's telephone number, you agree to promptly update your Mobile Device's information in your Account to ensure that the messages the Company intends to send to you are not sent to another entity who acquires such telephone number.
- You represent and warrant that (a) you have the power and authority to enter into this Agreement and to perform its obligations; and (b) you will perform your obligations and duties and exercise your rights under this Agreement and use the Services in compliance with all applicable laws.
- THE SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT ANY PART OF THE SERVICES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SERVICES FOR ANY RECONSTRUCTION OF ANY LOST DATA, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
- THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY FUNCTIONS OF THE SERVICES RELATING TO USE OF ANY GEOTAGGING, GEO-LOCATION, GLOBAL POSITIONING SYSTEM/S (" GPS") AND ALL OTHER WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NOT REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SERVICES, SYSTEMS OF SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
Limitation on Liability.
- THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SERVICES, THE CONTENT, OR THE PRODUCTS OR SERVICES CONNECTED THEREWITH, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ANY PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL THEIR ESSENTIAL PURPOSE.
- YOU ACKNOWLEDGE THAT THE COMPANY'S SOLE OBLIGATION AND EXCLUSIVE RESPONSIBILITY IN THE EVENT OF MATERIAL AND CONTINUING NON-CONFORMITY, DEFECT OR ERROR IN THE SERVICES SHALL BE TO TAKE REASONABLE CORRECTIVE ACTIONS UPON DISCOVERY OF THE PROBLEM. THE COMPANY'S LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE COMPANY AND/OR ITS THIRD-PARTY PROVIDER'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY DURING THE MONTH PRECEDING THE DATE UPON WHICH THE CAUSE OF ACTION ARISES.
- The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable or the Company was advised of the possibility of such damages.
- You agree to indemnify, defend, and hold harmless the Company, its affiliates, and its and their officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Services or your breach of this Agreement, including but not limited to the content you submit or make available through the Services.
- You and the Company acknowledge that in the event of any third-party claim that the Services or the Authorized User's possession and use of the Services infringes that third party's intellectual property rights, the Company, and not the Third-Party Outlet, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
The Services may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You represent and warrant that, as of the effective date hereof, and throughout the term of this Agreement:
- You are not and will not be located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a 'terrorist supporting' country;
- You are not and will not be listed on any U.S. government list of prohibited or restricted parties.
- You do not and will not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation; and
- You do and will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.
US Government Rights.
- The Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other customers under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.
- If any provision of this Agreement is contrary to law or otherwise unenforceable under any applicable laws or regulations, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Governing Law and Dispute Resolution.
- This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule.
- You and the Company agree that all actions or proceedings arising in connection with this Agreement shall be litigated in the state or federal court located in Cook County, Illinois. Each party waives any right it may have to assert the doctrine of forum non conveniens or to otherwise object to venue with respect to any action or proceeding brought pursuant to this paragraph. You and the Company hereby further agree to submit themselves to the personal jurisdiction of any court or tribunal authorized in this section.
- At the Company's sole discretion, it may require you to submit any disputes arising under this Agreement, or in connection with your use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Illinois law.
- ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, OUR SERVICES (OR ANY PORTION OR ALL OF THE FOREGOING), INCLUDING THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE TRIBUNAL SHALL HAVE THE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THE AGREEMENT TO ARBITRATE. YOU AND THE COMPANY AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
- Any cause or action or claim you may have arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action or claim is permanently barred.
- Any and all disputes related to billing must be presented to the Company within thirty (30) days of the invoice date. Direct all inquiries to the Company at (844) 522-7744, or by e-mail to email@example.com.
- In the event the Company retains legal counsel to enforce the terms of this Agreement against you, you hereby agree to pay all attorney's fees and legal costs incurred by the Company, including fees on appeal, whether or not suit or action is commenced.
- This Agreement, our Privacy Notice and any updates thereto constitute the entire agreement between you and the Company with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.
- The Company may, from time to time, at our sole discretion, make changes to the Agreement. Notification of any changes may be highlighted on the Services and/or the Website, or any successor site explicitly designated. You agree that your continued use of the Services after any changes are made constitutes your agreement to be bound by such changes.
- No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
- Any Customer or Authorized Users questions, complaints, or claims with respect to the Services should be directed to the Company at the contact information below:\
Ship.Cars USA, LLC\
1105 Market Street, Suite 1300\
Wilmington, DE 19801\
Telephone: (844) 522-7744.\
Email Address: firstname.lastname@example.org
Third Party Beneficiaries.
- You and the Company acknowledge and agree that the Third-Party Outlets and each of their subsidiaries, are third party beneficiaries of this Agreement, and that upon the Customer and Authorized User's acceptance of this Agreement, each Third-Party Outlet will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
- If you wish to report a concern regarding this Agreement, have any questions or need assistance unrelated to the operation of the Services, please contact the Company via email at email@example.com, or by telephone at (844)522-7744.
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