WEBSITE/APPLICATION OWNER FREIGHTNAV TERMS OF SERVICE FOR USER
1. Information Our Lawyers Want You to Read
(a) 2514898 Ontario Inc. o/a FREIGHTNAV (“FN”), a corporation incorporated under the laws of the Province of Ontario, owns and maintains the website, FREIGHTNAV.COM (the “Website”) and the mobile application, FREIGHTNAV (the “App”) (collectively the “Platforms”) for the purpose of planning, tracking and logistics of shipping and freight services. FN is in the business of creating, maintaining and providing consulting services on the website applications, mobile applications and responsive websites, user experience (IA, prototyping and testing), development (front and back-end web development, database design and development, IOS and Android mobile development) and strategy (research, planning, consultation). The Platforms and these Terms of Service are for the following parties: “Carriers” – Freight companies that physically transport or carry the freight (or materials generally) on behalf of the shipper (as defined below). This includes a motor transport or other companies that provide transportation of property/materials under contracts with shippers and receivers of general commodities. “Shippers” – A cargo owner, the person or entity whose account the cargo is provided, the person or entity whose delivery is to be made, and accepts responsibility for payment of all charges applicable for shipment of cargo made on their account. “Drivers” – A pers on that operates the truck for the purposes of transporting cargo.
Before using our Platforms, please read and understand the below terms.
(b) Your access to and use of the Platforms is subject to the following Terms of Service:
BY CLICKING THE “ACCEPT” BUTTON OR CHECKBOX BELOW, YOU (THE “CUSTOMER”) AGREE TO THE FOLLOWING TERMS OF SERVICE (THE “SERVICES AGREEMENT”). YOU ACKNOWLEDGE AND AGREE THAT YOU ARE (i) ENTERING INTO THIS SERVICES AGREEMENT FREELY AND WITHOUT COERCION AGREEING TO BE BOUND BY ALL OF THE TERMS OF THIS SERVICES AGREEMENT; AND (ii) CERTIFYING THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FN AND ARE FULLY ABLE TO ENTER INTO THIS SERVICES AGREEMENT AND ABIDE BY THE TERMS CONTAINED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THE TERMS OF THIS SERVICES AGREEMENT. THE TERMS “YOU” SHALL REFER TO YOU AND/OR SUCH COMPANY OR ENTITY. YOUR SIGNATURE TO THIS SERVICES AGREEMENT CREATES A VALID AND BINDING LEGAL AGREEMENT BETWEEN YOU AND FN ENFORCEABLE ON THE TERMS CONTAINED HEREIN. UPON THE DATE OF EXECUTION, THIS DOCUMENT WILL CREATE A LEGAL AND BINDING AGREEMENT AND OBLIGATION ON THE CUSTOMER (THE “EFFECTIVE DATE”). FOR THE PURPOSES OF THIS AGREEMENT, THE SERVICES AGREEMENT SHALL BE REFERRED TO AS THE “AGREEMENT”. FN RESERVES THE RIGHT TO UPDATE THE TERMS OF SERVICE AT ANY TIME WITHOUT NOTICE TO YOU (WITH THE EXCEPTION OF ANY INCREASE IN FEES OUTLINED IN SCHEDULE “A”). YOU ARE ALSO BOUND BY ANY SUCH REVISIONS AND SHOULD THEREFORE PERIODICALLY VISIT THIS PAGE TO REVIEW THE THEN CURRENT TERMS OF SERVICE TO WHICH YOU ARE BOUND. THE MOST CURRENT VERSION OF THE TERMS OF SERVICE MAY BE ACCESSED BY CLICKING ON THE “TERMS OF SERVICE” HYPERTEXT LINK LOCATED AT THE BOTTOM OF THE PLATFORMS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT USE THE PLATFORM.
(c) Any and all payment terms shall be outlined in Schedule “A”.
2. Accuracy and Completeness of Information
While FN attempts to provide accurate information on the Platforms, FN makes no warranties or representations as to the accuracy, correctness, reliability or otherwise with respect to information on the Platforms, and assumes no liability or responsibility for any omissions or errors (including, without limitation, typographical errors and technical errors) in the content of the Platforms.
3. Modification of Platforms
Information in the Platforms is subject to change without notice. FN makes no representations that the materials in the Platforms are appropriate or available for use in other countries aside from Canada at this time. Those who do access these Platforms from other countries are solely responsible for compliance with local laws of that country.
4. Collection of Personal Information
5. Terms of Service
(a) In consideration of your use of the any services provided on this site, you agree to:
i. provide true, accurate, current and complete Registration Data as prompted by the registration process;
ii. maintain and promptly update the Registration Data to keep it accurate, current and complete. If FN has reasonable grounds to suspect that the information you have provided is untrue, not current or incomplete then FN has the right to suspend or terminate the services provided to you by FN and refuse any and all current or future use of FN’s Platforms;
iii. maintain the security and confidentiality of your password and any other security or access information you may be given by FN and to not provide such information to any other person;
iv. be liable for all activities undertaken by you using any service provided by FN, including, but not limited to, access to materials on the Internet and use of email. All activities are at your own risk;
v. be liable for any activities that occur under your password or account;
vi. refrain from transferring your account in the Platforms to any other party without our prior written consent;
vii. refrain from impersonating any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username or password;
viii. refrain from using another person’s account without permission;
ix. immediately notify us in writing if you become aware of any loss, theft or use by any other person or entity of any of your Registration Data in connection with the Platforms or the Service or any other breach of security that you become aware of involving or relating to the Platforms.
x. allow FN to send you communications electronically. You agree that all agreements, notices, disclosures and other communications that FN provides to you electronically satisfies any legal requirement that such communication be in writing. Any feedback that you provide shall be deemed to be non-confidential.
xi. No formation of agency, partnership, joint venture, employee-employer relationship is created by this Agreement or any access or use of the Platforms.
xii. Carriers must provide the following: Liability and Cargo Insurance, their Motor Carrier #, SCAC code, Surety Bond, company logo, type of equipment, address and phone number, account user name and email contact info.
i. Accounts will be suspended if any items in 5(a)(xii) are not up to date. (FN will flag the carrier 30 days ahead of expiry for their insurance coverages and Surety Bond.
xiii. Shippers must provide: main contact, personal photo (head shot, not mandatory), company logo, name, address, phone number and email address.
xiv. Users may edit a requested load up to 24 hours before pick up (Penalty charges may apply after that time period depending on what monthly plan Users have signed up for).
xv. Refrain from contacting any other User, Carrier, Shipper or Driver outside the FN platform. Parties can and will be held liable for damages.
7. Use of Platforms
(a) Use Solely for Lawful Purposes. The Platforms may be used for lawful purposes only. Submission, transmission or maintenance of any information or materials in violation of any federal or provincial regulations is prohibited. This includes, but is not limited to, material legally judged to be threatening or obscene. FN reserves the right to refuse service to any client without providing reason or cause.
(b) Prohibited Acts. You agree not to knowingly:
i. use any device, software or technique to interfere with or attempt to interfere with the proper working of the Platforms;
ii. post or transmit to the Platforms any unlawful, fraudulent, harassing, libelous, or obscene Information of any kind;
iii. post or send to the Platforms any Information that contains a virus, bug, or other harmful item;
iv. post or transmit into or on the Platforms any information in violation of another party’s copyright or intellectual property rights;
v. take any action which imposes an unreasonable or disproportionately large load on FN’s infrastructure;
vi. redeliver any of the Content using “framing”, hyperlinks, or other technology without express written permission;
vii. use any device or technology to provide repeated automated attempts to access password-protected portions of the Platforms; or
viii. alter or change any materials or distribute, publish, transmit, reuse, re-post or use the content of the Platforms for public or commercial purposes, including, without limitation, the text, images, audio and video. Unauthorized use of the materials is strictly prohibited and is a violation of the rights of FN and/or third parties, including, without limitation, under copyright laws, trademark laws, the laws of privacy and publicity;
ix. use access to the Platforms or related materials thereto to compete or gain competitive advantage with FN;
x. infringe upon any ownership rights to the Platforms and related intellectual property of FN;
xi. copy or retrieve data to compile any databases.
(c) Links to third party sites. These Platforms may link to other sites not maintained by or related to FN. FN has not reviewed all of the sites linked to the Platforms and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by FN of the site. Use of any such linked Web site is at the user’s own risk.
(d) Use of Platforms. Use of Platforms is to be limited to moving freight via acceptance of load bids by Carriers.
By making any purchase from FN, through its site, you agree to abide and be bound by the terms and conditions of the Platforms, as applicable, along with any other terms and conditions that you agree to in the course of making your purchase. You further agree that you will not make any purchase from FN without complying with all applicable laws and regulations, and you warrant that you will not make any purchases through this site where such purchase is prohibited by your local law.
9. Submissions of Information by You
10. Copyright Notice
You should assume that all materials, designs, text, audio, graphics, user interfaces, visual interfaces, photographs, images, trade-marks, logos, sounds, music, artwork and computer code contained in the Platforms (collectively, the “Materials”) are copyrighted property of FN or related entities. FN neither warrants nor represents that your use of these Materials will not infringe rights of third parties unrelated to FN.
11. Trade-marks and Proprietary Materials
This Platforms contain many valuable trade-marks, names, titles, logos, images, designs, and other proprietary materials that are owned or used under license by FN (the “Trade-marks”). Nothing contained on the Platforms should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of these Trade-marks. If you misuse any Trade-mark in violation of these Terms of Service, FN will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
THIS SITE, AND ACCESS TO ANY LINKED SITE, IS PROVIDED TO YOU BY ALL CONTENT PROVIDERS “AS IS” AND “AS AVAILABLE”, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. YOU HEREBY DISCLAIM ALL WARRANTIES BY FN RELATING TO YOUR USE OF THE PLATFORMS. YOU ACKNOWLEDGE THAT YOUR ACCESS TO THE PLATFORMS WILL NOT BE FREE OF INTERRUPTIONS, THAT THE INFORMATION HEREIN MAY CONTAIN BUGS, ERRORS, TECHNICAL INACCURACIES, PROBLEMS OR OTHER LIMITATIONS, AND THAT THE SITE MAY BE UNAVAILABLE FROM TIME TO TIME. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORMS AND PLATFORMS-RELATED SERVICES.
13. Limitation of Liability
IN NO EVENT SHALL FN, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER AND HOWSOEVER CAUSED, RESULTING FROM YOUR USE, MISUSE, OR INABILITY TO USE THE PLATFORMS, YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICES PROVIDED BY FN, YOUR USE, MISUSE OR INABILITY TO USE ANY THIRD PARTY SITE, OR THE ACTIONS OF ANY THIRD PARTY, HOWSOEVER ARISING, INCLUDING ANY LOSS OF USE, LOST DATA, LOST BUSINESS PROFITS, BUSINESS INTERRUPTION, PERSONAL INJURY OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND THE FN LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID FOR ANY SERVICE RELATED TO ANY DAMAGES SUFFERED BY YOU. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.
You agree to indemnify and hold harmless FN, its affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, losses, and expenses arising from your use of and access to the FN Platforms, use or access to the services of FN, your violation of these Terms of Service or of any third party right including, without limitation, any copyright, property, or privacy right. This defense and indemnification obligation will survive these Terms of Service and your use of the Platforms.
15. Location Based Services.
Some of the features of the Service enable FN to tailor your experience based on your location (“Location-based Services”),such as to make offers, event updates, to track freight shipments through the App via freight Drivers’ mobile devices and other announcements available to you based on your location. In order to use certain Location-based Services, you must allow FN access to your localized position through your device, which FN may accomplish through a variety of means, including GPS location, GeoIP, or other available mechanisms. Without limiting the foregoing, even if you have not expressly granted FN access to location data, FN may nonetheless have access to location information contained in media content metadata, to the extent you have enabled the application originating such media content to capture and store location data. If you choose to disable Location-based Services on your device or to the Platforms, you will not be able to utilize certain features of the Service. By authorizing FN to access your location or media files containing location based metadata, you agree and acknowledge that (i) location data we collect from you is directly relevant to your use of the Service and (ii) FN may, for so long as you allow FN to access such location data or metadata, provide Location-based Services related to your then-current location. PLEASE NOTE THAT LOCATION DATA MAY NOT BE ACCURATE, WHETHER COLLECTED ORIGINALLY BY THE APP OR A THIRD PARTY APPLICATION ORIGINATING A PIECE OF MEDIA CONTENT, AND TRUCKER PATH DISCLAIMS ANY AND ALL WARRANTIES RELATED TO LOCATION DATA AND LOCATION BASED SERVICES. FN may use third party services as part of its Location-based-Services, including but not limited to Google maps. By using our Platforms you agree to be bound to the terms of such Location-based-Services.
16. General Terms
PO Box 93126 Headon PO.
Burlington, ON. L7M 4A3
Any notice hereunder to the User shall be at the most recent email address that has been provided by the User to FN
Headings. All article or section headings, or exhibit names, are for reference and convenience only and shall not be considered in the interpretation of the Terms of Service.
Legal Effect. You confirm, acknowledge and agree with FreightNav that:
You have had the opportunity to consult with and obtain legal advice concerning this Agreement;
You have had the opportunity to print and read the Agreement and the content herein;
You are fully aware of the Agreement’s legal effect, and have entered into this Agreement freely based on your own judgment and not on any provisions or representations other than those contained herein.
[Fee schedule to be determined as in below]
1. General Payment Terms
The User shall make monthly payments as designated upon access to the Platforms (and as shall be amended from time to time). Beginning December 15, 2020 there will be a 1-month testing period where access to the Platforms will be without charge (unless otherwise specified). FN shall be entitled to a percentage of each and every transaction/sale made on the Platforms. You agree that you are responsible for the collection and/or payment of all taxes, which you may be liable for in any jurisdiction arising from your use of the Service. FN is not responsible for collecting, reporting, paying, or remitting to you any such taxes.
2. Payment Facilitation and Processing
All charges are facilitated through a third-party payment processing service. FN may replace its third-party payment processing services without notice to you. FN’s Payment processing services are provided by Stripe and subject to the Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal), which includes the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the “Stripe Terms”). By using the FN Platforms to receive payment proceeds, you agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of FN enabling payment processing services through Stripe, you authorize FN to obtain all necessary access and perform all necessary activity on your Stripe Connected Account to facilitate your provision of Services as contemplated by the Agreement and your relationship with FN. You further agree to provide accurate and complete information about you and your business, and authorize FN to share it and transaction information with Stripe for the purposes of facilitating the payment processing services provided by Stripe. FN reserves the right to switch payment processing vendors in its sole discretion.
SHIPPER FEE: Will be disclosed to you upon membership approval