TERMS OF USE
IMPORTANT: PLEASE READ THIS BEFORE ACCESSING OUR WEBSITE AND MOBILE APPLICATION
1. Information Our Lawyers Want You to Read
(a) 002801553 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”). The Platforms are used for the purpose of planning, tracking and the 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 are for the following parties: “Carriers” – Freight companies that physically transport or carry the freight (or materials generally) on behalf of the Shippers (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 person that operates the truck for the purposes of transporting cargo; and “Freight brokers” and “Third Party Logistics Providers (3PLs)”
In these Terms of Use, the terms “we”, “us”, and “our” refer to FN, and the terms “you” and “your” refer to the user of our Platforms. These Terms of Use apply to all users of the Platforms. By using our Platforms, you expressly agree to comply with and be bound by these Terms of Use. If you do not agree to these Terms of Use, you may not access or use our Platforms.
BY USING OR ACCESSING OUR PLATFORMS, YOU AGREE TO THESE TERMS OF USE (ALSO 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. YOUR ACCEPTANCE OF THIS SERVICES AGREEMENT CREATES A VALID AND BINDING LEGAL AGREEMENT BETWEEN YOU AND FN ENFORCEABLE ON THE TERMS CONTAINED HEREIN. UPON THE DATE OF ACCEPTANCE, THIS DOCUMENT WILL CREATE A LEGAL AND BINDING AGREEMENT AND OBLIGATION ON THE CUSTOMER (THE “EFFECTIVE DATE”). THE SERVICES AGREEMENT SHALL SOMETIMES HEREIN BE REFERRED TO AS THE “AGREEMENT”. FN RESERVES THE RIGHT TO UPDATE AGREEMENT 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 USE TO WHICH YOU ARE BOUND. THE MOST CURRENT VERSION OF THE TERMS OF USE MAY BE ACCESSED BY CLICKING ON THE “TERMS OF SERVICE” OR “TERMS OF USE” HYPERTEXT LINK LOCATED AT THE BOTTOM OF THE PLATFORMS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THE PLATFORM.
We reserve the right to refuse access to the Platforms to anyone for any reason and at any time, in our sole discretion.
Any material in the Platforms is provided for general informational purposes only and should not be relied upon or used as the sole basis for making personal decisions. You acknowledge and agree that any reliance on the Platforms or any material contained therein is at your own risk.
You acknowledge that the Platforms and all of its components are regularly updated and developed and may change from time to time in our sole discretion. We reserve the right to change these Terms of Use from time to time without notice to you. Any such changes will be effective as of the date we post the revised version of these Terms of Use. Your continued use of the Platforms after we have posted the revised Terms of Use constitutes your express agreement to be bound by the revised Terms of Use.
Any and all payment terms are outlined in Schedule “A”.
2. Accuracy and Completeness of Information
While FN attempts to provide accurate information on its Platforms, FN makes no warranties or representations as to the accuracy, correctness, completeness, reliability or otherwise with respect to any information on its 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 to you. FN makes no representations or warranties 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 such country.
4. Collection of Personal Information
(a) From time to time, you may be requested to provide FN with personal information. Such personal information is subject to FN’s Privacy Policy. By agreeing to these Terms of Use, you agree to the terms of our Privacy Policy, which is expressly incorporated herein by reference. FN reserves the right to provide your personal information to its local representative if, in the opinion of FN, providing such information to the representative is appropriate.
(b) In the event that you submit personal information to FN through the Platforms, in confidence, you consent to the collection, processing, transmission and disclosure of such information by FN for the purposes of FN’s internal use and specifically for the purposes set out on the Platforms or in FN’s Privacy Policy.
(c) FN will use all commercially reasonable efforts to keep such information confidential, and shall not disclose such personal information to any third party except: (a) in confidence and to facilitate its provision of services to you, (b) to the extent required by law, and (c) in accordance with FN’s Privacy Policy.
5. Terms of Service
In consideration of your use of the services provided on our Platforms, you agree to or that:
- provide true, accurate, current and complete Registration Data and information when prompted by the Platforms’ registration process;
- maintain and promptly update all Registration Data to keep it accurate, current and complete. If FN has reasonable grounds to suspect that the information you have provided is untrue, inaccurate, 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 by you;
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 or entity;
- 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, including without limitation third party websites, and use of email. All activities are at your own risk;
- be liable for any activities that occur under your password or account;
- refrain from transferring your account in the Platforms to any other person or entity 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;
- 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 any other breach of security that you become aware of involving or relating to the Platforms;
- 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;
- 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 obtain and/or provide the following: Liability and Cargo Insurance, their Motor Carrier #, SCAC code, Surety Bond, company logo, type of equipment, address and phone number, account username and email contact information;
xiii. 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;
xiv. Shippers must provide: main contact, personal photograph, company logo, full legal name, copy of driver’s license, address, phone number and email address;
- 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); and
xvi. Refrain from contacting any other User, Carrier, Shipper or Driver outside the FN platform. Parties can and will be held liable for damages.
6. Privacy Policy
FN’s use of any personal information you submit to or enter into its Platforms is governed by FN’s Privacy Policy, which is incorporated by reference into these Terms of Service.
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 laws or regulations is prohibited. This includes, but is not limited to, material that is threatening or obscene, determined in FN’s sole discretion. FN reserves the right to refuse service to you or discontinue your use of the Platforms without providing reason or cause.
(b) Prohibited Acts. You agree that you will not knowingly:
- use any device, software or technique to interfere with or attempt to interfere with the proper operation of the Platforms;
- post or transmit to the Platforms any unlawful, fraudulent, harassing, libellous, or obscene information of any kind;
iii. post or send to the Platforms any information that contains a virus, bug, or other harmful item;
- post or transmit into or on the Platforms any information in violation of another party’s copyright or intellectual property rights;
- take any action which imposes an unreasonable or disproportionately large load on FN’s infrastructure;
- 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;
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, such as, without limitation, copyright rights, trademark rights, and privacy rights;
- access the Platforms or related materials thereto to compete or gain a competitive advantage with FN;
- infringe upon any ownership rights or intellectual property rights of FN;
- copy or retrieve data to compile any databases;
xii. conduct financial transactions with parties disclosed on the Platforms externally of the Platform (you covenant not to solicit Shippers or Carriers);
(c) Links to third party sites. You acknowledge and agree that the Platforms may contain hyperlinks to other third-party websites not maintained by or related to FN. You acknowledge and agree that FN has not reviewed such websites linked to the Platforms and is not responsible for the contents of any such linked website. The inclusion of any link does not imply endorsement by FN of such website. You further acknowledge and agree that we are not responsible for evaluating the content or accuracy of, and we do not represent or warrant and will have no liability or responsibility whatsoever for, any damages or losses of any nature arising from, or caused or contributed by, directly or indirectly, your use of any third-party websites. Your use or access of any such linked website is at your own risk.
(d) Use of Platforms. Your use of the Platforms is to be limited to moving freight via acceptance of load bids by Carriers.
8. Purchases
By making any purchase from FN, through its Platforms, you agree to abide and be bound by these Terms of Use, 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 the Platforms where such purchase is prohibited by your local applicable laws. You agree that any and all refunds we grant will be subject to an administration fee equal to the greater of 15% of the transaction fee or $25.00 plus HST.
9. Submissions of Information by You
Grant of licence to FN. If you, or your agent, submits or inputs information to the Platforms, including without limitation, submission of any advertisement, or user profile information, you grant FN a non-exclusive, worldwide, royalty-free licence to (in any media now known or not currently known or invented) link to, utilize, use, copy, exploit, and prepare derivative works of the submitted information. By submitting information to the Platforms you, or your agent, warrant and represent that you own or otherwise control all of the rights necessary for you to provide, post, upload, input or submit the information. No information you submit shall be deemed confidential. However, FN agrees to use your Information in accordance with FN’s Privacy Policy applicable to personally identifiable user data. You retain ownership of any copyrights or other intellectual property rights applicable to any information you submit to the Platforms. Communications: By your use of the Platforms, you agree to receive communications from FN or one of our service providers, such as phone calls, emails, text messages and push notifications, which may be generated by an automatic telephone dialling system. These communications include, but are not limited to, informational messages regarding the services provide by us to you, permissions requests, updates to and additional features to the services provided by us to you or Platforms and promotional messages. You understand that your consent to receive these communications is not a condition of purchasing any property, goods or services. You may opt-out of text message communications at any time by replying STOP. You will receive a final opt-out confirmation text. Message and Data Rates Apply. You may unsubscribe or opt out of email communications by clicking the unsubscribe button in the email itself and following the prompted instructions.
10. Copyright Notice
You agree that all materials, designs, text, audio, graphics, user interfaces, visual interfaces, photographs, images, trade-marks, logos, sounds, music, artwork, data, and computer code contained in the Platforms (collectively, the “Materials”) are the property of FN or related entities. Notwithstanding the foregoing, 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
The Platforms contain many valuable trade-marks, trade names, titles, logos, images, designs, and other proprietary materials that are owned or used under license by FN (the “Trade-marks”). Nothing contained herein or 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 Use, FN will aggressively enforce its intellectual property rights to the fullest extent of the law.
12. Disclaimers
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 RELATED SERVICES.
13. Limitation of Liability
IN NO EVENT SHALL FN, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, 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 (INCLUDING WITHOUT LIMITATION SCAMS OR FRAUDULENT BEHAVIOUR ON THE PART OF A 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. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, YOU ACKNOWLEDGE AND AGREE THAT IN ALL CASES OUR LIABILITY FOR ANY DAMAGES, COSTS, LOSSES OR INJURY RELATING TO OR CAUSED OR CONTRIBUTED TO BY, DIRECTLY OR INDIRECTLY AND IN ANY MANNER WHATSOEVER, YOUR USE OF THE PLATAFORMS OR RECEIPT OF SERVIECS, IS STRICTLY LIMITED TO THE AMOUNT OF CONSIDERATION PAID BY YOU TO US, IF ANY, FOR THE USE OF THE PLATFORMS AND/OR THE RECEIPT OF SUCH SERVICES.
14. Indemnification
You agree to indemnify and hold harmless FN, its affiliates, and their respective officers, directors, shareholders, 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 Use or of any third party right including, without limitation, any copyright, property, or privacy right. This defence and indemnification obligation will survive these Terms of Use and your use of the Platforms.
15. Location Based Services.
Some of the features of the Platforms enable FN to tailor your experience based on your location (“Location-based Services”). This might include, without limitation, making offers, event updates, tracking 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 WE DISCLAIM 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
(a) Violations of Terms and Conditions. Should you violate these Terms of Use, FN reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all user accounts on the Platforms. If FN should fail to enforce any right or provision in these Terms and Conditions, you agree that this failure does not constitute a waiver of such right or provision or of any other rights or provisions in these Terms of Use. You confirm that you are either at least 18 years of age, or possess legal parental or guardian consent, and are fully able to enter into the terms, conditions, obligations, representations, and warranties described in these Terms of Use, and to abide by and comply with them. Jurisdiction. These Terms of Use are governed and interpreted in accordance with the laws of the Province of Ontario. You agree that any cause of action in relation to the Platforms against FN must be commenced within one (1) year after the cause of action accrues, or such cause of action is permanently barred. Severability. If any portion of these Terms of Use is deemed unlawful, void or unenforceable, then that part shall be deemed severable and will not affect the validity and enforceability of any remaining provisions herein. Entire Agreement. These Terms of Use, together with the Privacy Policy and any other legal notices published by FN on the Platforms, shall constitute the entire agreement between you and FN with respect to the Platforms. You acknowledge that any other agreements between you and FN with respect to the Platforms are superseded and of no force or effect. Waiver. No delay or omission to exercise any right or remedy accruing to FN upon any breach or default by you shall constitute a waiver by FN of any breach or default. Notice. All demands, notices, communications and reports required under these terms and conditions of use directed to FN shall be in writing and shall be either sent by email or personally delivered or sent by reputable overnight courier services (delivery charges prepaid) to FreightNav Inc. at the following address:
FreightNav
2455 Industrial St.
Burlington, ON. L7P 1A6
Email: info@freightnav.com
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 Use.
Legal Effect. You confirm, acknowledge and agree with FN 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.
SCHEDULE “A”
PAYMENT TERMS
[Fee schedule to be determined as in below]
1. General Payment Terms
You shall make monthly payments as designated upon access to the Platforms (the amount of which may be amended by FN from time to time). FN is no longer entitled to a percentage of each and every transaction/sale on the Platforms, only a monthly subscription. You must sign up to one of the three packages listed once you activate your account. Monthly subscription packages are: Starter – $79.99 per month, Growth – $129.99 per month, Premium – $179.99 per month, Elite – $239.99 per month. Users are subject to additional charges when additional services are selected. Additional services include: Carrier ratings – $19.99 per month, Additional users – $24.99 per month, Live Tracking – $29.99 per month. 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 Platforms. FN is not responsible for collecting, reporting, paying or remitting to you any such taxes. FN is not responsible for collecting, reporting or paying any agreed upon rate of the shipment or carrier fees associated with a shipment.
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 receipt 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.
