Carrier Loadboard End User License Agreement
END USER LICENSE AGREEMENT AND TERMS OF SERVICE AGREEMENT
WideloadShipping.com is offered by WideloadShipping.com a company dedicated to the carrier and customer needs of the over dimensional and over weight trucking industry. This carrier section of WideloadShipping.com allows subscribers to directly access the freight from direct customers as well as brokers that we take in via this website and actively submit bid/quotes on for the purpose of soliciting transportation services only. This does not include load boards, freight exchanges or other related services. WideloadShipping.com is not a brokerage company. Any payment for awarded freight is payable by the customer requesting bid/quote and not by wideloadShipping.com. WideloadShipping.com is an intermediary providing solely customer leads only. To access this area of our website you must agree to the following terms and conditions:
This End User License Agreement (“EULA”) describes the terms and conditions under which you may and use our system, subscribe to, access and use WideloadShipping.com online. WideloadShipping.com may amend this EULA from time to time by posting an amended version at http://www.wideloadshipping.com/html/loadboard-eula/ If you accept this EULA, the then-current version of this EULA shall apply each time you access our system. By clicking the “I AGREE” link on the bottom of this page, and confirming your acceptance by checking the text box next to “I have read and agree with Terms Of Service” text you accept the terms and conditions in the EULA. If you do not accept the terms and conditions in the EULA, you must click the “I DO NOT AGREE” link and discontinue the use of our system.
REQUIREMENTS TO USE OUR CUSTOMER DATABASE
To access the WideloadShipping.com direct customer database , you must: (i) be involved directly with the actual physical shipping or transportation portion of the trucking industry. (ii) establish a valid online account (an “Account”) and keep that Account active by paying the subscription fees as required. (iii) obtain and maintain your own Internet access (Internet access is required to use the WideloadShipping.com database. WideloadShipping.com is not responsible for your access to the Internet); and (iv) comply with this EULA.
You may establish only one (1) account for your company. If you wish to establish another Account, you must obtain permission from us to do so. Multiple email addresses may not be used on one account. You may not share your Account with any other company other than the one registered, or allow anyone outside of your company access to use your Account. Joint or shared ownership or use of an Account by more than one user is prohibited.
A. Passwords and Names. You’ll be asked to select a password during the registration process (“Password”). You may not disclose your Password to anyone or allow anyone to use your Password to access the System. You are responsible for maintaining the confidentiality of your Password and for any damage, harm, lost or deleted, etc. resulting from your disclosure, or allowing the disclosure, of any Password, or from use by any person of your Password. You may not obtain, attempt to obtain, use or attempt to use the password of anyone else. You are responsible for remembering your Account information and Password. You will choose a login name during the registration and character creation process. You may not allow anyone to use your login name to access the System. You may not obtain, attempt to obtain, use or attempt to use the login name of anyone else.
B. You are encouraged to use a pseudonym, but you may not choose a name that violates anyone’s trademarks, publicity rights or other rights. Acceptance of a pseudonym by the System does not mean that your chosen pseudonym does not violate anyone’s rights. You are responsible for any liability incurred by yourself, WideloadShipping.com or anyone else due to the pseudonym you choose. WideloadShipping.com retains the right to reject any pseudonym it determines, in its sole discretion, is unlawful, indecent, obscene or otherwise violates standards of good taste.
C. If access to WideloadShipping.com is available to you or through a handheld device access to WideloadShipping.com by any persons while operating any motorized vehicle is strictly prohibited and all users agree not to access any portion of WideloadShipping.com while in operating any motorized or even while in motion.
SUBSCRIPTION FEES AND PAYMENT TERMS
After the 5 day Trial Period, you are required to pay a minimum subscription fee of at least the minimum of $33.33 a month (1 year option) or $40 (month-to-month) to maintain your account, access the System and use the WideloadShipping.com customer database. You are informed of the subscription fee and payment terms during the registration process. WideloadShipping.com may amend the subscription fee and payment terms at any time.
All subscription fees are in U.S. Dollars and are non-refundable. When you establish your account, if you create a subscription, you authorize Paypal to debit your account on behalf of WideloadShipping.com to automatically charge your credit card the subscription fees in accordance with these payment terms as may be amended by Wideload Shipping from time to time. If you do not want a subscription either cancel your existing one, don’t create one, or pay via the debit link/option available when properly logged into your account. If WideloadShipping.com is unable to process your credit card at any time, your Account may be immediately suspended or terminated at WideloadShipping.com’s sole discretion.
You are responsible for reviewing the WideloadShipping.com website for changes in the subscription fee or payment terms. If a change is unacceptable to you, you may, as your sole and exclusive remedy, terminate the EULA and close your Account as described in the termination section below.
AMENDMENTS TO EULA
WideloadShipping.com may, in its sole discretion, amend this EULA from time to time. If the EULA is amended, you will be asked to review the amended EULA when you log into your Account, and to indicate and confirm your acceptance of the amended EULA by clicking the “ACCEPT” and/or “CONFIRMED” buttons.
If the amendment alters a material term of the EULA that is unacceptable to you, you may, as your sole and exclusive remedy, terminate the EULA and close your Account as described in the termination section below.
TERMINATION; SUSPENSION OF ACCOUNT
A. By WideloadShipping.com for Breach or Misuse of information/system
i. Suspension of account without limiting WideloadShipping.com. rights or remedies, WideloadShipping.com may immediately, and without notice, discontinue or suspend access to the System through your account, and any and all other Accounts that share the name, phone number, e-mail address, internet protocol address or credit card number with the discontinued or suspended Account, in the event of (i) a breach of the EULA (including the Rules of Conduct) by you or any user under your Account; or (ii) unauthorized access to the System or use of the System by you or any user under your Account. Breach of this EULA may result in forfeiture of credit balances retained by us.
A. Selling Items and Objects
You may not transfer, sell or auction, or buy or accept any offer to transfer, sell or auction (or offer to do any of the foregoing), any content appearing within the WideloadShipping.com environment, including without limitation characters, character attributes. You may not encourage or induce any other company/person to participate in such a prohibited transaction. The buying, selling or auctioning (or any attempt at doing so) of characters, character attributes, items, currency, or objects, whether through online auctions (such as ebay), newsgroups, postings on message boards or any other means is prohibited by the EULA and a violation of WideloadShipping.com proprietary rights of the system and information contained.
PRIVACY AND CONFIDENTIALITY
WideloadShipping.com will never share your information with any outside party.
PROPRIETARY RIGHTS – Ownership of System.
As between you and WideloadShipping.com, WideloadShipping.com is the sole and exclusive owner of the system/database content. The System/database and content are protected by law governing copyrights, trademarks and other proprietary rights. WideloadShipping.com reserves all rights not expressly granted herein.
The System, and all system content, and all other services and material provided in connection therewith, are provided “AS IS,” with all faults, and without warranty of any kind. You assume all risk of use and all risk associated with accessing the WideoadShipping.com direct access system.
WideloadShipping.com disclaims all warranties, whether express or implied, including without limitation the warranties of merchantability, fitness for particular purpose and non-infringement. WideloadShipping.com does not warrant that the operation of the System or your access to the System, or that your use of the Software, will be uninterrupted or error-free.
While WideloadShipping.com attempts to have the System available at ALL times, WideloadShipping.com does not guarantee that the System will always be available, or that the System will not become unavailable during use. The System may become unavailable for a number of reasons, including without limitation during the performance of maintenance to the System, for the implementation of new software, for emergency situations and due to equipment or telecommunications failures.
DISCLAIMER OF DAMAGES
In no event shall WideloadShipping.com its affiliates, licensors or suppliers be liable to you or to any third party for any special, indirect, incidental, consequential, punitive or exemplary damages (including without limitation, lost profits or lost data), arising out of or in connection with your Account or the system. User Content, EULA, or any other services or materials provided in connection therewith, whether based on warranty, contract, tort or any other legal theory, and whether or not WideloadShipping.com is advised of the possibility of such damages, and even if any stated remedy fails of its essential purpose.
GOVERNING LAW AND EXCLUSIVE FORUM
The EULA, and the rights and obligations of the parties hereto, shall be governed and construed by and in accordance with the laws of the State of Oregon.
If any part of the EULA 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 expressed in the EULA, and the remaining portions shall remain in full force and effect.
You shall comply with all applicable laws regarding your access to and use of the System, use of the Software, your access to your Account. Without limiting the foregoing, you may not download, use or otherwise export or re-export any part of the information accessible through the System or the Software except in full compliance with all applicable laws and regulations.
Except as otherwise provided herein, you may not assign or transfer the EULA or your rights thereunder, and any attempt to do so is void. The EULA, including the Rules of Conduct and the subscription fees and payment terms as referenced therein, as each may be amended by WideloadShipping.com from time to time, sets forth the entire understanding and agreement between WideloadShipping.com and you with respect to the subject matter hereof. Except as provided above, or in a writing signed by both parties, the EULA may not be modified or amended. No distributor, agent or employee of WideloadShipping.com is authorized to make any modifications or additions to the EULA.
STANDARD TERMS AND CONDITIONS
Users agree that:
1. The Website provides a platform through which Carriers, Receivers and Shippers: (i) post information regarding their respective identity, related information and their separate requirements, (ii) communicate, including the exchange of contract terms for the delivery of goods, and the offer and acceptance of those terms, and (iii) track the progress of the delivery of goods.
2. Use of the Website is only for purposes expressly permitted within the Website Use Agreement or in such other written agreement executed by WideloadShipping.com and the User.
3. It will not to use the Website for any other purpose, including any other commercial purpose, without WideloadShipping.com’s express prior written consent. For example, Users agree not to (and may not authorize any other party to): (i) co-brand the Website, or (ii) frame the Website, or (iii) hyper-link to the Website, without the express prior written consent of an authorized representative of WideloadShipping.com.
4. The access to or use by a User of the Website does not create any agency, joint venture, partnership or fiduciary relationship between WideloadShipping.com and the User. The manufacture, transportation or use of goods is not subject to the direction, control, management or supervision of WideloadShipping.com and WideloadShipping.com assumes no responsibility for any of the same.
5. WideloadShipping.com, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers and members, shall have limited liability for direct or actual damages suffered by a User as a result of a breach by WideloadShipping.com of its obligations under its agreements with the User. The maximum liability for any claim against WideloadShipping.com by a User shall be limited to the sum of the invoice billings from WideloadShipping.com to the User in the 30 day period prior to the event claimed by the User to have resulted in compensable damages.
6. WideloadShipping.com, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers and members, shall no liability for:
(a) Any inaccuracy or intentional or negligent misrepresentation of any fact or information posted by a Carrier, Receiver or Shipper on the Website. WideloadShipping.com assumes no obligation to conduct any investigation of, and does not warrant the accuracy of information posted by Carriers, Receivers or Shippers on the Website. Users must conduct such independent investigation of the information posted on the Website as the User deems appropriate to confirm the accuracy of the information posted.
(b) The inability of a Carrier, Receiver or Shipper to access or use the Website for whatever reason including the inoperability of the Website.
(c) Any damages resulting from the breach of contract between a Carrier and a Shipper including but not limited to delay or failure in providing goods for delivery or the delay or failure of timely delivery of goods, including the costs of cover for said breach.
(d) The unauthorized access to or use of the Website.
7. WideloadShipping.com reserves the right to refuse access to or use of the Website for whatever reason including but not limited to a User’s breach of these Terms and Conditions or the Website Use Agreement.
8. WideloadShipping.com does not extend credit to any of it’s customers and all amounts are paid in advance before services are provided or during the 5 day free trail period only.
9. WideloadShipping.com does not represent or warrant that the use of the Website will meet a User’s expectations, requirements, the results that are to be achieved from use of the Website, or that access to or use of the Website will not be suspended, interrupted, timely or without error.
10. A User is responsible for maintaining the confidentiality of their password and/or access code and is responsible for all access to or use of the Website, whether or not authorized, through its password or access code.
11. The Website and the source code of the Website are proprietary intellectual property of WideloadShipping.com and that the User will use the Website only as authorized, will not directly or indirectly access the source code, copy or reproduce any portion of the source code, the visual designs of the Website, the methods, reports or business models incorporated in the Website or otherwise copy, reproduce modify or alter the Website.
12. Not to upload, transmit, or post, re-post an unsolicited e-mail, virus or other code destructive material.
13. WideloadShipping.com maintains the right, without assuming any obligation to, review the material posted on the Website by a User and to remove any information or other material posted by a User on the Website that WideloadShipping.com, in its sole and absolute discretion, which WideloadShipping.com finds offensive, libelous, defamatory, pornographic, unlawful or otherwise objectionable.
14. It will indemnify, defend and hold WideloadShipping.com, its affiliates and their respective directors, officers, employees, stockholders, members successors, assigns, representatives and agents (collectively, the “WideloadShipping.com Indemnitees”) harmless from and against all losses, liabilities, damages, deficiencies, costs or expenses, including interest, penalties and attorneys’ fees (collectively, “Losses”), actually incurred, suffered or paid, directly or indirectly, by the WideloadShipping.com Indemnitees based upon, arising out of or otherwise in respect of claims by Users or third parties resulting from a : (i) a breach or alleged breach of any these terms and conditions or other agreements between WideloadShipping.com and a User or between Users, (ii) injury or damages to persons or property resulting from the delivery or use of goods, (iii) material posted on the Website by any User, or (iv) the access to or use of the Website. Without limiting the full obligation to indemnify WideloadShipping.com as above provided, each Carrier shall maintain coverage for bodily injury and property damage liability for all owned, hired or non-owned vehicle with an each accident limit of not less than $1,000,000. Carriers and Shippers shall maintain liability and contractual liability, coverage of not less than $1,000,000 per occurrence. Shippers shall maintain products liability insurance of $1,000,000 per occurrence.
15. It will not to identify WideloadShipping.com on any transaction documents between Users. Users agree to comply with all federal, state and local laws, rules or regulations addressing the manufacture, delivery or use of goods transported through use of the Website.
16. WideloadShipping.com reserves the right to change or modify these Terms and Conditions at any time and for any reason and without prior notice to Users. Use of the Website following a change in the Terms and Conditions constitutes a User’s agreement to the Terms and Conditions as changed. WideloadShipping.com has no obligation to notify Users of any change to the Terms and Conditions. If the Terms and Conditions are changed, a new date will appear in the upper right hand corner of the Terms and Conditions which will constitute the effective date of the Terms and Conditions as amended.
17. The failure of WideloadShipping.com to at any time to require performance by a User of any provision of these Terms and Conditions shall not be deemed a continuing waiver of that provision or a waiver of any other provision and shall in no way affect the full right to require such performance from the User at any time thereafter.
18. If access to the Website is available through a handheld device, access to the Website by a Carrier while in motion is strictly prohibited and Carriers agree not to access the Website while in motion.
19. Failure of a User to timely comply with the Website Use Agreement shall be a default by the User of its contractual arrangements with WideloadShipping.com. WideloadShipping.com may, in addition to seeking other remedies available under law, immediately terminate the User’s access to or use of the Website.
20. Users agree that information contained in another User’s Profile is made available for use only to facilitate the transportation of goods. Any other use of information posted by another User is strictly prohibited and Users agree not to use the Website for any other purpose, to use the information contained in a User’s Profile for any other purpose or to disclose the information contained in a User’s Profile except to facilitate the transportation of goods through the Website.
21. Carriers, Receivers and Shippers shall continually maintain the accuracy of the information posted in their Company Profile.
22. The content accessible from the Website, and any other website owned, operated, licensed, or controlled by WideloadShipping.com is the proprietary information and property of WideloadShipping.com or the party that provided the content to WideloadShipping.com, and WideloadShipping.com or the party that provided the content to WideloadShipping.com retains all right, title, and interest therein. Accordingly, such content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of an authorized representative of WideloadShipping.com. In any event, Users may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the content. Modification or use of Website content except as expressly provided in these Terms and Conditions, violates WideloadShipping.com’s intellectual property rights and/or the intellectual property rights of WideloadShipping.com’s content provider(s). No intellectual property rights are transferred, assigned or licensed to Users by access to the Website.
23. The Website may contain links to other websites, which are independent of WideloadShipping.com. WideloadShipping.com makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such website. Users who link to any other website do so solely at their own risk. From time to time, the Website may display or otherwise make available promotions, advertisements and/or offers provided by third parties (“Third Party Promotions”). Users hold WideloadShipping.com harmless from such use and agree that WideloadShipping.com shall have no liability whatsoever for such Third Party Promotions. Users who participate in, click on, or otherwise link to such Third Party Promotions do so solely at their own risk.
24. Use of the Website is at the User’s sole risk. The Website content is provided “AS-IS” and without warranties of any kind, either expressed or implied. WideloadShipping.com disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. WideloadShipping.com does not warrant that the functions or content contained in the Website will be uninterrupted or error-free, that defects will be corrected, or that the Website or the server that makes it available are free of viruses or other harmful components. WideloadShipping.com does not warrant or make any representation regarding use, or the result of use, of the content in terms of accuracy, reliability, or otherwise. The content may include technical inaccuracies or typographical errors, and WideloadShipping.com may make changes or improvements at any time. USERS, NOT WideloadShipping.com, assume the entire cost of all necessary servicing, repair or correction IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE OR ITS CONTENT. WideloadShipping.com MAKES NO WARRANTIES THAT USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. A User who is a California resident, waives California Civil Code Section 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
25. WideloadShipping.com understands the value and importance of intellectual property rights and makes every effort to observe and respect the valid intellectual property rights of others. WideloadShipping.com has no responsibility of the content posted on the Website by a User. WideloadShipping.com takes all concerns related to intellectual property seriously and it is WideloadShipping.com’s policy, at its discretion and in appropriate circumstances, to cancel, disable or terminate any User’s access to the Website if such user infringes or appears to infringe the intellectual property rights of others. If a User believes that any material on the Website infringes a copyright, or any valid intellectual property right, please provide the following information to WideloadShipping.com.
(a) A physical or electronic signature that the submitter of the alleged infringement is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on our website;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(d) Information reasonably sufficient to permit WideloadShipping.com to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(e) A statement that the person submitting information of the alleged infringement has done so in good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that person submitting the information is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please provide the foregoing information to: email@example.com
26. That WideloadShipping.com cannot and does not guarantee or warrant that files available for downloading from the Internet or through the Website will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. Users are responsible for implementing sufficient procedures and safeguards to satisfy their particular requirements for protection, accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data. WideloadShipping.com does not assume any responsibility or risk of loss for Users use of the Internet
27. User agrees that its use of the Website shall be governed by Oregon law. User agrees that it shall be subject to the jurisdiction of the Marion County Oregon Circuit Court or the 9th federal district court located in Portland, Oregon.
28. Glossary of Terms:
– “Carrier(s)” means the person or entity providing the equipment used to transport goods.
– “Carrier Dispatch Software” means the use of the Website to dispatch, monitor and management of equipment and staffing for freight deliveries not originating by Shippers.
– “Company” means Carriers, Receivers, or Shippers.
– “Company Profile” means the information posted by Carriers, Receivers or Shippers on the Company’s Profile Page maintained on the Website.
– “Receiver(s)” means the person or entity to whom goods are being delivered.
– “Shipper(s)” means the person or entity that contract through the WideloadShipping.com website for the delivery of goods.
– “Use Fee” means the charge for our use of the Website.
– “User” means the person or entity who or on whose behalf the WideloadShipping.com website is accessed. The term User includes, among other, Carriers, Receivers and Shippers.
– “WideloadShipping.com” means WideloadShipping.com, a Oregon company.
– “Website” means the WideloadShipping.com web application.
– “Website Use Agreement” means the agreement which identifies the Use Fee and incorporates these Terms and Conditions.