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2. Description of Service. The Site is a proprietary freight shipping platform where: (i) carriers can advertise, post rates and lanes; (ii) shippers can view, price and submit freight transportation requests; and (iii) if they wish, shippers and carriers can enter into a contractual relationship based on industry standard Bills of Lading and rules regarding missed pick-ups, delays and other special circumstances in our Special Services Default Rates. The Site is for land, air and sea transportation and related services, including tracking of shipments, in North America. At all times, Freightera is acting as an agent and not as a shipper or carrier and for purposes of clarity the transport of goods by a carrier on behalf of a shipper, even when contracted through the Site, is not part of the Services (as defined). The Site and the information, features, applications and services available on the Site may be referred to herein collectively as the "Service." Unless explicitly stated otherwise, any new features or services that augment or enhance the Service in the future shall be considered part of the Service and subject to the Terms.
3. License. Subject to the provisions and conditions of these Terms, Freightera hereby grants You a limited, non-exclusive, non-transferable, during the term hereof right and license to use the Site solely for the purposes outlined herein. No right or license is granted to You other than those stated before. You are prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of the software which runs the Site.
4. Authorization: You confirm that any individual using the Site on your behalf has authority to do so and to bind You. No one under the age of 18 may use the site.
5. Selection and Ranking of Carriers. To be eligible to be listed as a carrier on the Site carriers must meet minimal requirements which include, but are not limited to, (i) one year of uninterrupted business operations in the field with the same management; (ii) have at least two trucks in operation; trust and credibility; and (iii) pass a credit report. Accepted carriers agree to the use of their name and logo on the Site. Carriers are ranked according to their historical level of performance on services delivered through the Site. The rankings will be based on flags associated with the Carrier's use of the system, including meeting commitments specified in their individual lane postings. Flags are based on: (i) Pick-up performance (on time pickup), (ii) On-time delivery, (iii) Claims-free shipment (no damage), (iv) Claims settled within 30 days (prompt payment of claims if filed), (v) Exception free delivery (no carrier related problems during delivery), and (vi) Invoice accuracy (carrier invoices for services as quoted). Carriers new to Freightera will be rated at 95% for each category (4.75 stars) while minimum necessary data is gathered by the system.
6. Selection of Shippers. Freightera will use its commercially reasonable efforts to verify shippers' reputation, reliability and activities on the Site. Freightera will use its proprietary, custom algorithms to identify any shipper submitting false load quotes to access carrier data. Any such shipper will be barred from the Site. On a case by case basis Freightera may use Shipper's company name or logo on the Site or other promotional materials.
7. Restrictions. Except when granted written permission on a case by case basis by Freightera, the Site is not open to: (i) freight brokers whether they are acting for a carrier or shipper; (ii) carriers who act as a broker; or (iii) carriers who act as double-brokers (where a carrier agrees to transport freight and subsequently re-brokers it to another carrier) unless, a Carrier refers the opportunity to a carrier with which it has a written interline agreement.
8. Your Obligations. Whether You are a shipper or carrier, You agree to use the Service only for lawful purposes. You are responsible for all content and information uploaded to, or generated through, the Service by You or on your behalf. You shall not utilize the Service to misrepresent an affiliation with any person or organization, violate the legal rights of any third party, or to upload or transmit any defamatory, indecent, obscene, harassing or otherwise objectionable material, or any material that is protected by copyright, trademark or trade secret, without permission from the applicable owner.
9. Fees. The fees paid by shippers will be composed of the price charged by the carrier and Freightera's fee. Initially, Freightera will have the same transaction fees built into the price paid by the shipper. Carriers whose system rating goes below a minimum acceptable ranking may incur an increase in the transactional fee on their pricing.
10. Non-Circumvention Clause. Freightera provides marketing and sales automation services to carriers at no charge. In return carriers agree they will not directly solicit any shipper first introduced to them via the system. In the event of direct solicitation, the carrier involved agrees to pay Freightera 40% of the gross profits received from that shipper for a 2 year period starting with direct solicitation of loads.
11. Site Security. Freightera will use commercially reasonable security technologies (such as encryption, password protection, hacking protection and firewall protection) in providing the Service, and You shall comply with the applicable Freightera security guidelines and procedures made known to You through the Service or otherwise. However, Freightera does not control the transfer of data over telecommunications facilities, including the Internet, and Freightera does not warrant secure operation of the Service or that such security technologies will be able to prevent third party disruptions of the Service.
12. Privacy and History. Data uploaded by carriers is shared only with shippers. To protect carrier data, We will purge carriers' rate history every 30 days. Expired/Past lane pricing will not be stored.
13. Information You Provide to Us. From time to time You are required to provide or update certain information in order to access or take advantage of certain features offered on the Site (for example, to join our email distribution list or to request that we send You information). Any information You provide us or post on the Site shall be true, accurate, current and complete. Additionally, in order to provide the Services to You or Your clients we may acquire from You contact information for You and/or your clients. Any such information will be used solely to provide the Services to You or your clients.
14. Registration. In order to use this Site, a user must first complete the registration form. During registration a user is required to give certain information, such as name and email address. This information is used to contact You about the services on this Site in which you have expressed interest, including your account information, booking information and tracking of your shipments. Users may opt out of emails by using email opt-out option. Please note that if You opt out of emails from this site, You may miss information regarding your account.
16. Links to other websites. This web site contains links to other sites. Please be aware that we are not responsible for the content or privacy practices of such other sites. If You submit personal information to any of those sites, your information is governed by their privacy statements. We encourage our users to be aware when they leave our site and to read the privacy statements of any other site that collects personally identifiable information.
17. Limitation of Liability. You recognize that Freightera is providing the Site as is. Freightera is not involved in and does not accept any responsibility for shipments or other related services procured through the Site and shall not be responsible or liable for the accuracy, completeness, usefulness or availability of any information or other content, data, text, graphics or any other materials transmitted or made available via the Service. Freightera shall not be responsible or liable for any decisions made in reliance on such information, or for the conduct or service performed by any carrier listed in the system.
18. No Special, Indirect or Consequential Damages. By using the Site You agree to hold Freightera, and its successors, employees, contractors and associates, completely harmless from all claims of special, indirect, or consequential damages, whether the possibility of such damage has been disclosed to You in advance or could have been reasonably foreseen. This provision shall survive the expiration, termination or cancellation of the Service.
19. Limited Warranty by Freightera. Freightera warrants that the Service will perform substantially in accordance with Our operating and technical documentation relating to the features, functions and operation of the Service as established from time to time. Freightera's sole obligation with respect to a breach of the warranty shall be to repair or replace any component giving rise to the breach of warranty. The limited warranty in this is in lieu of all other warranties. FREIGHTERA MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICE, IN WHOLE OR IN PART, OR ANY OTHER MATTER UNDER THESE TERMS. FREIGHTERA EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. FREIGHTERA EXPRESSLY DOES NOT WARRANT THAT THE SERVICE, IN WHOLE OR IN PART, WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, WILL BE COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION.
20. Confidentiality. Except as otherwise permitted under these Terms, Freightera will not disclose to any third party carrier's rates and lanes. We will use at least the same standard of care to maintain the confidentiality of carrier's rates and lanes as used to maintain the confidentiality of our own confidential information.
21. Indemnification. You shall defend and hold harmless Freightera against and in respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and reasonable attorney fees that Freightera shall incur or suffer, that arise, result from, or relate to any breach of or failure by You to perform any of your obligations in these Terms.
22. Limitation of Remedies and Liability. Other than any outstanding amounts due to Freightera hereunder, both parties limit their liability with respect to the use and the performance of the Site or Services to an amount not to exceed the amount paid by You to Freightera in the immediately preceding 12 month period.
23. Term. These Terms and the attached right and license shall terminate in any of the following events: (i) You not paying any fees due to Freightera; (ii) failure to respect the provisions hereof or any other provisions stipulated by Freightera; (iii) discontinuance of the Site; or (iv) You issuing a written notice of termination to Freightera. Upon termination of these Terms You will discontinue further use of the Site. Termination of these Terms will not relieve You from making payments which may be owing to Freightera or seeking any other remedies under law or in equity.
24. Force Majeure. Except with respect to the payment of fees hereunder, neither party will be liable to the other for any failure or delay in performance under these Terms solely during the period necessitated by the force majeure, due to circumstances beyond its reasonable control. Force majeure is limited to acts of war, terrorist acts, natural disasters, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance, or the threat of any of the foregoing.
25. Assignment. Client may not assign these Terms without Freightera' consent. Freightera may assign these Terms and its rights and obligations hereunder at will.
26.Customer Service is part of Freightera transactional fees which gives you the rights to customer service.
27. Governing Law. These Terms and performance under these Terms shall be governed exclusively by the laws of the Province of British Columbia and the laws of Canada applicable therein, without giving effect to any principles of conflicts of laws, and notwithstanding Your domicile, residence or physical location. All disputes, controversies or claims arising out of or in connection with the Site or the Terms shall be submitted to and be subject to the exclusive jurisdiction of the courts of Vancouver in the Province of British Columbia. You agree to submit and attorn to the exclusive jurisdiction of the courts of Vancouver in the Province of British Columbia to finally adjudicate or determine any suit, action or proceeding arising out of or in connection with the Site, System or the Terms.
The following charges will billed to the shipper and paid to the carrier if either or both situations occur in the pickup or delivery of a shipment: