END USER LICENSE AGREEMENT (V2.2)
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“you” or the “Authorized User”) AND FR8Revoution, Inc. (“Company” or “us”). “YOU” REFERS TO ALL INDIVIDUALS USING THE PLATFORM AND SERVICES, AND IF YOU USE THE PLATFORM AND SERVICES ON BEHALF OF A CORPORATION, LLC, PARTNERSHIP, OR OTHER BUSINESS ENTITY, THEN “YOU” SHALL INCLUDE THAT BUSINESS ENTITY AND ALL INDIVIDUALS ASSOCIATED WITH USING THE PLATFORM FOR OR ON BEHALF OF THAT BUSINESS ENTITY. BEFORE ACCESSING, USING, OR DOWNLOADING ANY PART OF FR8Star.com (“PLATFORM”).
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT (“EULA”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM. COMPANY IS WILLING TO LICENSE AND ALLOW THE USE OF THIS PLATFORM ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA AND ALL POLICIES POSTED ON COMPANY’S WEBSITE. IF YOU DO NOT AGREE WITH THIS EULA, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM.
TERMS AND CONDITIONS
- LICENSE GRANT. The Platform is provided by Company, and this EULA provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Platform conditioned on your continued compliance with the terms and conditions of this EULA. This EULA permits you to use and access the Platform only for business purposes (i) on a single laptop, workstation, phone, tablet, other hand-held device, or computer, and (ii) from the Internet or through an on-line network. You may also load information from the Platform into your laptop’s, workstation’s, or computer’s temporary memory and print and download materials and information from the Platform solely for your business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.
- RESTRICTIONS. The foregoing license is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Company through the Platform in any manner not expressly permitted by this EULA. In addition, you may not modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Platform. You may not transfer, sell or assign your rights and/or obligations under this EULA without Company’s prior written consent.
- USER OBLIGATIONS. By accessing or using the Platform in order to view information and materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Platform, including, without limitation, when you provide information via a Platform registration or submission form. You agree to keep your information up-to-date during all times that you access and use the Platform. You agree to cooperate in any internal Company investigation, external investigation by any regulator, or provide confirmation of your identity or any other information you have provided to Company. You agree not to take any action that imposes an unreasonable or disproportionate burden on our infrastructure. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Platform and Company shall not be held liable if you use the Platform in violation of such local, state, national, and international laws and regulations. You will not use the Platform to compete with Company. This EULA is also expressly made subject to any applicable export laws, orders, restrictions, or regulations.
- PROPRIETARY RIGHTS. This EULA provides only a limited license to access and use the Platform. Accordingly, you expressly acknowledge and agree that Company transfers no ownership or intellectual property interest or title in and to the Platform to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Platform, unless otherwise indicated, are owned, controlled, and licensed by Company and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Company does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the Platform may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. This Platform is Copyright © 2017 FR8Revolution, Inc. and/or its licensors. All rights reserved. Platform, Company, the Company logo, and all other names, logos, and icons identifying Company and its programs, products, and services are proprietary trademarks of Company, and any use of such marks, including, without limitation, as domain names, without the express written permission of Company is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
- FEEDBACK AND SUBMISSIONS. Company welcomes your feedback and suggestions about Company’s products or services or the Platform. By transmitting any suggestions, information, material, writings, photographs, recordings, or other content (collectively, “feedback“) to Company or for the benefit of other authorized users, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Company and enable Company to use such feedback. In addition, any feedback provided or received through the Platform will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Company to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
- Specifically included in this section are submissions of photographs of the freight and/or related subjects taken either prior to or during shipment or upon delivery. Company has the right to send photographs of the freight taken by the shipper to the carrier, and by the carrier to the shipper.
- THE PLATFORM INTRODUCES SHIPPERS AND CARRIERS USING ITS PROPRIETARY TECHNOLOGY. NEITHER THE COMPANY NOR THE PLATFORM ARRANGE FOR TRANSPORTATION. YOU ACKNOWLEDGE THAT THE COMPANY IS NOT ACTING IN THE CAPACITY AS A MOTOR CARRIER, FREIGHT BROKER, FREIGHT FORWARDER, SHIPPER, VEHICLE OPERATOR OR DRIVER, OR INTERMEDIARY IN THE SUPPLY CHAIN OR LOGISTICS INDUSTRY.
- SHIPPERS ACKNOWLEDGE THAT, AS THE SHIPPER, YOU ARE ARRANGING THE TRANSPORTATION DIRECTLY WITH THE MOTOR CARRIER(S) THAT YOU SELECT. MOTOR CARRIERS ACKNOWLEDGE THAT, AS THE MOTOR CARRIER, YOU ARE CHOOSING WHAT SHIPMENTS TO SOLICIT AND ACCEPT.
- WHILE COMPANY ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF THE PLATFORM. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE PLATFORM FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. COMPANY ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
- MODIFICATIONS. You agree that at any time, and in our sole discretion, Company may modify this EULA and any Company Policies by posting revisions on https://fr8star.com/terms-conditions/ and https://fr8star.com/privacy-policy/. The revisions will be effective at the time of posting. Your continued use of the Platform after any such revision constitutes your acceptance of the revised EULA and/or Policies. If the revision includes any substantial change, Company will post an “Update Notice” at least 14 days prior to the revised changes taking effect. For purposes of this EULA, “substantial change” is defined as any change to the terms of this EULA or Company Policies that may reduce your rights or increase your responsibility.
- LIMITATION OF LIABILITY. You expressly absolve and release Company from any claim of harm resulting from a cause beyond Company’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM, WITH THE DELAY OR INABILITY TO USE THE PLATFORM, OR FOR ANY LOSS OF DATA, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, THE TOTAL AMOUNT OF LIABILITY OF COMPANY FOR ANY REASON WHATSOEVER RELATED TO OR ARISING OUT OF THE USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.
- INDEMNITY. You agree to defend, indemnify, and hold harmless Company and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) (“Claims”) relating to or arising from your use of the Platform or any breach by you of this EULA. Company may, in its sole discretion, elect to retain its own attorneys to provide its defense to any Claims, which attorneys and defense shall be paid for by you at the attorneys’ reasonable rates. Notwithstanding the foregoing, you shall not be obligated to indemnify Company from any damages awarded pursuant to a Claim which damages are proven and determined by a judgment to be caused by the gross negligence or willful misconduct of Company.
- GOVERNING LAW. This EULA has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of California, U.S.A. You and Company each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the State of California for any disputes between us under or arising out of this EULA. You acknowledge that the prevailing party will be entitled to the recovery of reasonable attorneys’ fees incurred in any proceeding, or in furtherance of prosecuting or defending its rights under the EULA or concerning the use of the Platform. Any claim you might have against Company must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this EULA and is hereby disclaimed.
- TERM AND TERMINATION. This EULA and your right to use the Platform will take effect at the moment you click “I AGREE” or you access, or use the Platform and is effective until terminated as set forth below. This EULA will terminate automatically if you click “CANCEL“. In addition, Company reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA, to deny your access to the Platform or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users, and this EULA will also terminate automatically if you fail to comply with this EULA, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this EULA at any time by ceasing to use the Platform, but all applicable provisions of this EULA will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the Platform in your possession. In addition to the miscellaneous section below, the provisions concerning Company’s proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this EULA for any reason.
- You acknowledge that any breach, threatened or actual, of this EULA will cause irreparable injury to Company, such injury would not be quantifiable in monetary damages, and Company would not have an adequate remedy at law. You therefore agree that Company shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA. Accordingly, you hereby waive any requirement that Company post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Company to enforce any provision of this EULA.
- The parties agree that this EULA is for the benefit of the parties hereto as well as Company’s licensors. Failure by Company to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by Company of that or any subsequent default or failure of performance.
- If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.
- No joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this EULA or your utilization of the Platform.
- A printed version of this EULA and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this EULA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact Company if you wish to receive a printed copy of this EULA.
- Company makes no representation that the Platform is appropriate or available for use in other locations outside the State of California and access to the Platform from states, territories, or nations where any aspect of the Platform is illegal is prohibited. You access the Platform on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the Platform.
- This EULA represents the entire agreement between you and Company with respect to use of the Platform, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Company with respect to the Platform.