Website Terms of Service
Revised and posted as of: March 11, 2019
Cargobot.io (the "Website") is an Internet service owned and operated by Cargobot, LLC ("Cargobot"). Cargobot is dedicated to providing visitors to the Website with a highly interactive and positive experience, while at the same time protecting our rights and the rights of our users. We have developed these Terms and Conditions to govern your use of the Website as well as your use of any other Internet services and channels of Cargobot including, but not limited to, our mobile applications (e.g., Cargobot Under 30) and social media and other channels (e.g., Cargobot’ various profiles on Facebook, Twitter, Instagram, and YouTube; emails in response to requests for submissions) (“Other Channels”). We, along with our affiliates, partners and advertisers, provide content and services to you via the Website and Other Channels subject to the following conditions. Your use of the Website and/or Other Channels tells us you have read and agreed to these Terms and Conditions. Please read them carefully. These Terms and Conditions are a binding contract between you and Cargobot, regarding your use of the Website or Other Channels. If you do not agree with any of these terms, please exit the Website and cease use of any Other Channels.
- The Website Content
1.1 All of the information, content, services and software displayed on, transmitted through, or used in connection with the Website or Other Channels, including for example, advertising, directories, guides, articles, opinions, reviews, text, photographs, images, illustrations, audio clips, video, html, source and object code, software, data, and all other related matters, including without limitation, the selection and arrangement of the aforementioned and the "look and feel" of this website (collectively, the "Content"), are protected under applicable copyrights and other proprietary (including but not limited to intellectual property) rights and are the intellectual property of Cargobot, and its affiliated companies, licensors and suppliers. Cargobot actively protects its rights to the Content to the fullest extent of the law. The copying, rearrangement, broadcast, rewriting for broadcast or publication, redistribution, modification, use or publication by you in any medium, directly or indirectly, of any such matters or any part of the Website, including the removal or alteration of advertising, except for limited rights of use granted hereunder, is strictly prohibited. You may not use such material except as provided in these Terms and Conditions.
1.2 The Content includes logotypes, trademarks and service marks (collectively "Marks") owned by Cargobot, and Marks owned by other information providers and third parties. For example, "Cargobot" is a registered trademark of Cargobot. No Marks may be used in any manner unless approved in advance, in writing by Cargobot.
1.3 You may use the Content online and solely for your personal, non-commercial use, and you may download or print a single copy of any portion of the Content for your personal, non-commercial use, provided you do not remove any trademark, copyright or other notice contained in such Content. No other use is permitted unless otherwise expressly permitted by Cargobot. You may not, for example, republish the Content on any Internet, Intranet or Extranet site or incorporate the Content in any database, compilation, archive or cache or store the Content in electronic form on your computer or mobile device unless otherwise expressly permitted by Cargobot. You may not distribute any of the Content to others, whether or not for payment or other consideration, and you may not modify, copy, frame, reproduce, sell, publish, transmit, display or otherwise use any portion of the Content without securing the prior written consent of Cargobot.
1.4 Requests to use the Content for any purpose other than as permitted in this paragraph should be submitted as directed on the Website or Other Channels, as applicable.
1.6 You may not frame or utilize framing techniques that involve any trademark, logo, copyrighted material or other proprietary information (including images, text, page layout, or form) of any portion of the Website or Other Channels without our express written consent. You may not alter or modify in any way, the Website or Other Channels including but not limited to using any software to suppress or alter the display of advertising on the pages of the Website or Other Channels. In addition, you agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Website or Other Channels, not to insert any code or product or manipulate the content of the Website or Other Channels in any way that affects the user's experience, and not to use any data mining, robots, cancelbots, Trojan horse, or any data gathering or extraction method in connection with your use of the Website or Other Channels.
- Membership and Registration
2.2 If you become a member of the Website or applicable Other Channels, you agree to accept responsibility for all activities that occur under your account or password, and agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer so that others may not access the Website or applicable Other Channels using your name in whole or in part. Cargobot reserves the right to terminate membership and deny access to the Website or applicable Other Channels to any person who violates these Terms and Conditions.
- User-Generated Content: Comments and Other Submissions
3.1 The interactive areas of the Website and Other Channels are provided to give users an interesting and stimulating forum to express their opinions and share their ideas and information. To protect your safety, please use your best judgment when submitting information to the Website and Other Channels. We particularly discourage divulging personal phone numbers and addresses or other information that can be used to identify or locate you in public areas of the Website and Other Channels. Cargobot reserves the right to delete, move or edit any submission at any time, for any reason or in its discretion, but has no obligation to review or remove any such content.
3.2 By placing material on, or communicating with, the Website or Other Channels (e.g., posting a comment to a Cargobot story; publishing a picture or video on a Cargobot Facebook profile; participating in a Cargobot Internet conversation by publishing a Tweet which incorporates a hashtag encouraged by or otherwise referencing Cargobot; submitting content to Cargobot via email in response to a request for submissions on the Website or Other Channels) you represent and warrant that you own or otherwise control all of the rights to the content that you provide, that the content is accurate, that it does not violate these Terms and Conditions, and that it will not cause injury to any person or entity. You grant Cargobot and its affiliates and related entities a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to (or permit others to) use, copy, modify, display, archive, store, distribute, reproduce and create derivative works from all information you publish, post, or otherwise provide to us via the Website or Other Channels, in any form, media, software or technology of any kind now existing or developed in the future. Without limiting the generality of the previous sentence, you authorize Cargobot to include the information you provide in a searchable format that may be accessed by users of the Website, other Cargobot websites owned or operated by Cargobot, and Other Channels. You also grant Cargobot and its affiliates and related entities and other parties the right to use your name and any other information about you that you provide in connection with its use and with the reproduction or distribution of such material, and also grant Cargobot the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication, content, or materials you send to us for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information. All rights in this paragraph are granted without the need for additional compensation of any sort to you.
3.3 Please note that Cargobot does not accept unsolicited materials or ideas for use or publication. Cargobot is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to Cargobot.
- Posting Rules
Interactive areas of the Website and Other Channels are intended to encourage public debate. We expect people to differ - judgment and opinion are subjective things - and we encourage freedom of speech and a marketplace of ideas. But by using these areas of the Website and Other Channels, you are participating in a community that is intended for all our users. Therefore, we reserve the right to remove any content posted on the Website or Other Channels at any time for any reason without notice. Decisions as to whether content violates any Cargobot' posting rule will be made by Cargobot in its discretion after we have actual notice of such posting. Without limiting our right to remove content, we have attempted to provide the following guidelines to those posting content on the Website and Other Channels. When using the Website or Other Channels, please do not post material that:
- contains vulgar, profane, abusive or hateful language, epithets or slurs, text or illustrations in poor taste, inflammatory attacks of a personal, racial or religious nature, or expressions of bigotry, racism, discrimination or hate.
- is defamatory, threatening, disparaging, grossly inflammatory, false, misleading, deceptive, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights of any third party, is unreasonably harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity.
- violates any right of Cargobot or any third party.
- discriminates on the grounds of race, religion, national origin, gender, age, marital status, sexual orientation or disability, or refers to such matters in any manner prohibited by law.
- violates any municipal, state or federal law, rule, regulation or ordinance, or attempts to encourage such an evasion or violation.
- unfairly interferes with any third party's uninterrupted use and enjoyment of the Website or Other Channels.
- advertises, promotes or offers to trade any goods or services, except in areas specifically designated for such purpose.
- uploads copyrighted or other proprietary material of any kind on the Website without the express permission of the owner of that material.
- uses or attempts to use another's account, password, service or system except as expressly permitted by these Terms and Conditions.
- includes images, photos, articles or other content that constitutes, promotes or encourages illegal acts, violation of any right of any individual or entity, violation of any local, state, national or international law, rule, guideline or regulation, or otherwise creates liability.
- uploads or transmits viruses or other harmful, disruptive or destructive files.
- disrupts, interferes with, or otherwise harms or violates the security of the Website, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Website, Other Channels or affiliated or linked sites.
- "inflames" any individual or entity (e.g., sends repeated messages related to another user and/or makes derogatory or offensive comments about another individual), or repeats prior posting of the same message under multiple threads or subjects.
- is unrelated to the specific interactive area or the interactive area's topic.
- disguises the origin of the post.
- collects or stores other users' personal data.
A violation of certain of posting rules may be referred to law enforcement authorities. Cargobot reserves the right to disclose any information as necessary to satisfy any law, regulation or governmental request.
- Website Security Rules
5.1 You are prohibited from violating or attempting to violate the security of the Website or Other Channels, including, without limitation, (a) accessing data not intended for you or logging into a server or account which you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, "flooding", "mailbombing" or "crashing", or (d) forging any TCP/IP packet header or any part of the header information in any e-mail, forum, or newsgroup posting. Violations of system or network security may result in civil or criminal liability. Cargobot will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting those who are involved in such violations.
- Communications With Third Parties Through the Website
6.1 Your dealings or communications through the Website and Other Channels with any party other than Cargobot are solely between you and that third party. For example, certain areas of the Website and Other Channels may allow you to conduct transactions or purchase goods or services. In most cases, these transactions will be conducted by our third-party partners and vendors. Under no circumstances will Cargobot be liable for any goods, services, resources or content available through such third party dealings or communications, or for any harm related thereto. Please review carefully that third party's policies and practices and make sure you are comfortable with those policies and practices before you engage in any transaction. Any complaints, concerns or questions you may have relating to materials provided by third parties should be forwarded directly to the third party.
- Software Available On This Website
7.1 Any software that is made available to download from the Website or Other Channels ("Software") is the copyrighted work of Cargobot' suppliers, unless otherwise indicated. Use of the Software is governed by the terms of the end-user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). End users shall not install or use any Software that is accompanied by or includes a License Agreement, unless the end user first agrees to the License Agreement terms. Any such Software is not available to users in territories where its distribution is prohibited by law.
- International Users
8.1 The Website and certain Other Channels are controlled, operated and administered by Cargobot from its offices within the United States. Cargobot makes no representation that materials or the Content available through the Website or Other Channels are appropriate or available for use outside the United States and access to them from territories where their contents are illegal is prohibited. You may not use the Website or Other Channels, or export the Content in violation of U.S. export laws and regulations. If you access the Website or Other Channels from a location outside the United States, you are responsible for compliance with all local laws.
9.1 Cargobot shall have the right, at its discretion, to change, modify, add or remove terms of this agreement at any time without notice. Changes shall be effective immediately. You agree to review this agreement periodically since subsequent use by you of the Website or Other Channels shall constitute your acceptance of any changes. Cargobot shall have the right at any time to change or discontinue any aspect of the Website or Other Channels, including, but not limited to, the community areas, content, hours of availability and equipment needed for access to use. Such changes, modifications, additions or deletions shall be effective immediately upon posting and any subsequent use by you after such posting shall conclusively be deemed to be acceptance by you of such changes, modifications or deletions.
- Notice of Availability of Filtering Software
10.1 You should know that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. A report detailing some of those protections can be found at http://www.ntia.doc.gov/ntiahome/ntiageneral/cipa2003/index.html (Children's Internet Protection Act: Report on the Effectiveness of Internet Protection Measures and Safety Policies).
11.1 ALL MATERIALS AND SERVICES ON THE WEBSITE, OTHER CHANNELS, AND ANY THIRD-PARTY SITES TO WHICH THE FOREGOING LINKS ARE PROVIDED "AS IS" OR "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. CARGOBOT IS NOT RESPONSIBLE FOR THE AVAILABILITY OR CONTENT OF OTHER SERVICES THAT MAY BE LINKED TO THE WEBSITE OR OTHER CHANNELS. BECAUSE CARGOBOT HAS NO CONTROL OVER SUCH SERVICES, YOU ACKNOWLEDGE AND AGREE THAT CARGOBOT IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL SERVICES, AND THAT CARGOBOT DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ACCURACY, QUALITY, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH EXTERNAL SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT CARGOBOT SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH SUCH EXTERNAL SERVICES.THE CONTENT PUBLISHED ON THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION ON THE WEBSITE. CARGOBOT AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE WEBSITE OR OTHER CHANNELS AT ANY TIME INCLUDING CHANGES TO THESE TERMS AND CONDITIONS. THE WEBSITE OFFERS A SEARCH FEATURE WITHIN THE SITE. CARGOBOT EXPLICITLY DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENT OR AVAILABILITY OF INFORMATION CONTAINED IN OUR SEARCH INDEX OR DIRECTORY. CARGOBOT ALSO DISCLAIMS ANY RESPONSIBILITY FOR THE COMPLETENESS OR ACCURACY OF ANY DIRECTORY OR SEARCH RESULT. CARGOBOT AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SUITABILITY OF THE INFORMATION; THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SERVICES, PRODUCTS, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE WEBSITE OR OTHER CHANNELS, OR THE RESULTS OBTAINED FROM ACCESSING AND USING THE WEBSITE OR OTHER CHANNELS AND/OR THE CONTENT CONTAINED THEREIN. CARGOBOT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, INCLUDING BULLETIN BOARDS OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE USER ASSUMES THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION OF THE USERS COMPUTER AND OTHER EQUIPMENT.
- Indemnity/Limitation of Liability
12.1 AS A CONDITION OF USE OF THIS WEBSITE AND ANY OTHER CHANNELS, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, CARGOBOT AND ITS SUPPLIERS, EACH OF THEIR PARENT AND AFFILIATED COMPANIES, AND EACH OF THEIR RESPECTIVE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS, FROM ANY AND ALL CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, TRADE DISPARAGEMENT, PRIVACY AND INTELLECTUAL PROPERTY INFRINGEMENT) AND DAMAGES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) ARISING FROM OR RELATING TO ANY ALLEGATION REGARDING: (A) YOUR USE OF THE WEBSITE OR ANY OTHER CHANNELS; (B) CARGOBOT' USE OF ANY CONTENT OR INFORMATION YOU PROVIDE, AS LONG AS OUR USE IS NOT INCONSISTENT WITH THIS AGREEMENT; (C) INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR MEMBERSHIP ACCOUNT, EVEN IF NOT POSTED BY YOU; AND, (D) ANY VIOLATION OF THESE TERMS AND CONDITIONS BY YOU. If you are dissatisfied with any Cargobot material, or with any of Cargobot' terms and conditions, your sole and exclusive remedy is to discontinue using the Website or Other Channels, as applicable.
12.2 Under no circumstances, including, but not limited to, negligence, shall Cargobot, or its affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, the Content, unauthorized access to or alteration of your transmissions or data, the Content or any errors or omissions in the Content, even if advised of the possibility of such damages. You specifically acknowledge and agree that Cargobot is not liable for any conduct of any user.
13.1 These Terms and Conditions shall be deemed to include all other notices, policies, disclaimers, and other terms contained on the Website and Other Channels; provided, however, that in the event of a conflict between such other terms and the terms of these Terms and Conditions, the terms of these Terms and Conditions shall control.
13.2 These Terms and Conditions have been made in and shall be construed and enforced in accordance with the laws of the State of Florida. Any action to enforce this agreement shall be brought and in and you agree to submit to the exclusive jurisdiction of the federal or state courts located in the State of Florida, in the Southern District of Florida. If any provision is deemed to be unlawful or unenforceable, that shall not affect the validity and enforceability of the remaining provisions. Any cause of action or claim you may have with respect to the Website must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Any failure of Cargobot to enforce or exercise any provision of this Agreement or related right shall not constitute a waiver of that right or provision. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms and Conditions. The section titles used in this Agreement are purely for convenience and carry with them no legal or contractual effect. In the event of termination of these Terms and Conditions for any reason, you agree that the following provisions will survive: the provisions regarding the limitations on your use of Content, the license(s) you have granted to Cargobot, and all other provisions for which survival is equitable or appropriate. Cargobot may assign its rights and duties under these Terms and Conditions to any party at any time without notice to you.
- Service Contact
Contact info@Cargobot.io with questions or problems with the Website.
CARGOBOT MC# 19485
125 NE 26th St, Miami, FL 33137, Suite 900
These terms and conditions govern You the user’s (“You” or “Carrier”), a licensed and authorized motor carrier pursuant to US DOT # and Docket No. MC# provided upon sign up with CargoBot, LLC, access and use of the application, website, content and services provided by Cargobot, LLC (hereinafter referred to as “Broker”). This Agreement shall govern the services provided by Carrier and Cargobot, LLC, a licensed property broker pursuant to Docket No. MC#. 19485 Broker and Carrier agree that notwithstanding other provisions, carriage documents or regulation to the contrary, this Agreement shall govern Carrier’s performance and obligations pertaining to transportation services for freight tendered to Carrier hereunder.
1. Broker Status. Broker is a freight broker which arranges for third party motor carriers to provide cargo transportation for its customers, in accordance with its role as legally defined under 49 U.S.C. § 13102 Definitions (2), 49 C.F.R. §371.2 and 49 U.S.C. § 14501(c)(1).
1.1 Carrier Status, Rights and Responsibility. Carrier will perform its Transportation Services for Broker and its Customers as an independent contractor and will not for any purpose be the agent of Broker or Broker’s Carrier has exclusive control and direction of the work Carrier performs pursuant to this Agreement. Carrier will not contract or take other action in Broker’s name without Broker’s prior written consent.
Carrier agrees to assume full responsibility for the payment of all local, state, federal and intra-provincial payroll taxes, and contributions or taxes for unemployment insurance, worker’s compensation insurance, pensions, and other social security or related protection with respect to the persons engaged by Carrier for Carrier’s performance of the transportation and related services, and Carrier shall indemnify, defend and hold Broker, and its Customer harmless there from. Carrier shall provide Broker, with Carrier’s Federal Tax ID number and a copy of Carrier’s IRS Form W-9 prior to commencing any transportation or related services for Broker, under this Agreement.
1.2. No Right to Lien or Delay Release of Cargo or Equipment. Carrier will not assert any lien or make any claim on any cargo or equipment, and no lien will attach against Broker, its Customers or any cargo or equipment, for failure of Broker, the Customer or any other third party to pay Carrier for charges due to
1.3. Waiver of Rights. Carrier shall, notwithstanding any other terms of this Agreement, expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with this
1.4 Sub-Contract Prohibition. Carrier expressly agrees that all freight tendered to it by Broker shall be transported on equipment operated only under the authority of Carrier, and that Carrier shall not in any manner sub-contract, broker, or in any other form arrange for the freight to be transported by a third party without the prior written consent of If Carrier breaches this provision, Broker shall have the right of paying the monies it owes Carrier directly to the delivering Carrier, in lieu of payment to Carrier. Upon Broker’s payment to delivering Carrier, Carrier shall not be released from any liability to Broker under this agreement. In addition to the indemnity obligation reflected in this agreement the Carrier will be liable for consequential damages for violation of this clause of the agreement.
1.5 Authorities and Licenses; Compliance with Laws. Carrier warrants that it will provide physical transportation of shipments as a fully qualified motor carrier that holds all required federal and state operating authorities. If Carrier’s safety rating changes at any time during this Contract’s term or if Carrier is sold, merges or dissolves or experiences a change in control of ownership, Carrier will notify Broker immediately (within 24 hours). Carrier will comply with applicable federal, state and/or local laws and regulations (including obtaining all permits and licenses), and any representations or contractual clauses required thereby will be incorporated by reference or by operation of law in this Contract.
2. Booking Confirmation. Carrier shall transport shipments arranged by Broker pursuant to carrier load or Booking confirmation sheet(s) included herewith or subsequently incorporated by reference (See Schedule A annexed hereto). Broker has no part to do with the negotiation between the shipper and carrier and the commitment of pricing is held directly between shipper and A canceled load by the shipper within a time frame of (i) 4 hours prior to specific pick up appointment time, (ii) if no appointment time exists then the time frame for cancellation is 4 hours that is only countable within business hours/days does not hold any penalties. If failed to fall within such stated terms than a “truck not in use” penalty is applied in the equivalent to $250 made payable within 30 days.
3. Compensation. Broker shall pay Carrier for services rendered in an amount equal to the rates and accessorial charges agreed to on the Broker/Carrier Rate Confirmation Sheet or other signed writing. Carrier must submit proof of delivery with invoices to Broker as a precondition of payment for services hereunder. Payment terms shall be thirty (30) days from receipt of necessary supporting documentation.
3.1 Payment of Invoices. Carrier agrees that Broker is the sole party responsible for payment of Carrier’s invoices and that, under no circumstance, will Carrier seek payment from other parties, to include the shipper or consignee. Shipper is held responsible to disclose and identify invoice being paid at the time of payment. Shipper understands that if payment of invoice is not paid within set terms Broker will proceed to send invoice to collections at which time derogatory marks to shippers credit will take effect.
4. Insurance. Carrier agrees to provide any insurance coverage’s required by any government body for the types of transportation and related services specified in load confirmation communications received from All insurance required by this Agreement must be written by an insurance company having a Best’s rating of “B+” VII or better and must be authorized to do business under the laws of the state(s) or province(s) in which Carrier provides the transportation and related services as specified in load confirmation communications received from Broker. Carrier’s insurance shall be primary and required to respond and pay prior to any other available coverage. Carrier agrees that Carrier, Carrier’s insurer(s), and anyone claiming by, through or under Carrier shall have no claim, right of action, or right of subrogation against Broker, its affiliates, or its Customer based on any loss or liability insured under the insurance stipulated herein. Carrier represents and warrants that it will continuously fulfill the requirements of this Section throughout the duration of this Agreement. Broker shall be notified in writing by Carrier’s insurance company at least thirty (30) days prior to the cancellation, change or non-renewal of the submitted insurance policies. Carrier shall at all times during the term of this agreement have and maintain in full force and effect, at its expense, (i) Motor Truck Cargo insurance or a superior equivalent, with limits for the full value of the cargo under carriage subject to a minimum limit never less than US$100,000 per shipment, a deductible no greater than US$1000 per shipment and at least the same coverage limit and deductible per shipment while in storage or at a storage facility enroute to the consignee, (ii) Commercial Automobile Liability insurance with a combined single limit of not less than US$1,000,000 per occurrence and without aggregate limits, (iii) Commercial General Liability insurance, in a limit of not less than US$1,000,000 per occurrence, (iv) Worker’s Compensation insurance in the amounts required by statute, and Employer’s Liability insurance with limits not less than US$500,000 per occurrence, and (v) if Carrier provides Transportation Services for hazardous materials under United States Department of Transportation (“DOT”) regulations, public insurance including Commercial Automobile insurance limits required for the commodity transported under 49 C.F.R § 387.7 and 387.9 (or successor regulations thereto) and statutory required Commercial Automobile insurance limits pertaining to the hazard classification of the cargo as defined by DOT, an MCS-90 and Broadened Pollution Liability endorsements for limits required by law and full policy limits.
Carrier shall, prior to providing transportation and related services pursuant to this Agreement, name Broker, as a certificate holder, as required on the foregoing insurance policies and shall cause its insurance company to issue a certificate to Broker, evidencing the foregoing. When Carrier provides Transportation Services that involve origins and destinations solely within Canada, Carrier shall be current in its remittances to the appropriate Worker's Compensation Board of the Carrier's province, shall provide a certificate issued by the appropriate Worker's Compensation Board of the Carrier's province certifying that the Carrier is not delinquent and is current in its remittances to that authority, and shall have such other insurance or higher coverage limits required by applicable Canadian national or provincial law or regulation. Insurance will meet or exceed the requirements of federal, state and/or Provincial regulatory bodies having jurisdiction over Carrier’s performances pursuant to this agreement. During this Contract’s term, the insurance policies required hereunder and any replacement policies will (i) insure the interests of Broker and, (ii) cover all drivers, equipment and cargo used in providing Transportation Services and (iii) not contain any exclusions or restrictions as to designated premises or project, pertaining to unattended equipment or cargo, for unscheduled equipment, for unscheduled drivers or cargo, for fraud or infidelity, for tarp warranty, for wetness or dampness, for geographical location in the United States, for trailers unattached to the power unit, or for a particular radius of operation.
5. Carrier Moving Perishables. Carrier warrants that the carrier will inspect or hire a service representative to inspect a vehicle’s refrigeration or heating unit at least once each month. Carrier warrants that they shall maintain a record of each inspection of refrigeration or heating unit and retain the records of the inspection for a least one Copies of these records must be provided upon request to the carrier’s insurance company and Broker. Carrier warrants that they will maintain adequate fuel levels for the refrigeration or heating unit and assume full liability for claims and expenses incurred by the Broker or the shipper for failure to do so. The carrier must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstracts to be made from them upon request. The following rules shall apply: (a) Destination market value for lost or damaged cargo, no special or consequential damages unless by special agreement; (b) Claims will be filed with Carrier by Shipper; (c) claims notification procedures will be followed in accordance with procedure described in 49 C.F.R. 370.1-11.
6. SHIPPING DOCUMENT EXECUTION. Carrier is to be named on the bill of lading as the “carrier of record.”
7. INDEMNIFICATION. CARRIER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS BROKER, ITS AFFILIATES AND ITS CUSTOMERS (AS INTENDED THIRD PARTY BENEFICIARIES) FROM ANY AND AGAINST ALL LOSSES (as defined below) ARISING OUT OF OR IN CONNECTION WITH THE TRANSPORTATION SERVICES PROVIDED UNDER THIS CONTRACT, INCLUDING THE LOADING, UNLOADING, HANDLING, TRANSPORTATION, POSSESSION, CUSTODY, USE OR MAINTENANCE OF CARGO OR EQUIPMENT OR PERFORMANCE OF THIS CONTRACT (INCLUDING BREACH HEREOF) BY CARRIER OR ANY CARRIER REPRESENTATIVE. CARRIER’S OBLIGATION TO INDEMNIFY AND DEFEND SHALL NOT BE AFFECTED BY ALLEGED NEGLIGENCE OR WILLFUL MISCONDUCT OF BROKER, ITS AFFILIATES OR CUSTOMERS. IT IS THE INTENT OF THE PARTIES THAT THIS PROVISION BE CONSTRUED TO PROVIDE INDEMNIFICATION TO BROKER, ITS AFFILIATES AND CUSTOMERS TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF THIS PROVISION IS FOUND IN ANY WAY TO BE OVERBROAD, IT IS THE PARTIES INTENT THAT THIS PROVISION BE ENFORCED TO ALLOW INDEMNIFICATION TO THE MAXIMUM EXTENT PERMISSIBLE.
“Losses” mean any and all losses, liabilities, obligations, personal injury, bodily injury, property damage, loss or theft of property, damages, penalties, actions, causes of action, claims, suits, demands, costs and expenses of any nature whatsoever, including reasonable attorneys’ and paralegals’ fees and other costs of defense, investigation and settlement, costs of containment, cleanup and remediation of spills, releases or other environmental contamination and costs of enforcement of indemnity obligations.
8. Carrier’s Cargo Liability. Carrier assumes full liability for the greater of replacement cost or invoice value for loss, damage or destruction of any and all goods or property tendered to Carrier by Broker, and for the full course of carriage. Carrier shall inspect each load at the time it is tendered to Carrier to assure its condition. If Carrier is tendered a load which is not in suitable condition, it shall notify Broker, Cargo which has been tendered to Carrier intact and released by Carrier in a damaged condition or lost or destroyed subsequent to such tender to Carrier, shall be conclusively presumed to have been lost, damaged or destroyed by Carrier unless Carrier can establish otherwise by clear and convincing evidence. Deliveries with broker seals shall be rejected and declared a total loss for which the Carrier is held responsible. Carrier shall either pay Broker directly or allow Broker to deduct from the amount Broker owes Carrier, the amount of Customer’s full actual loss. Carrier agrees that it will assert no lien against cargo transported hereunder. Broker shall deduct from the amount Broker otherwise owes Carrier, the Customer’s full actual loss of all claims that are not resolved within thirty (30) days of the date of the claim. Carrier agrees to indemnify Broker, for any payments relating to such loss or damage incurred hereunder. In the event of an accident, Carrier shall notify Broker immediately for further instructions. Carrier shall return all damaged shipments at its expense to the point of origin or to other points as instructed by Broker. Claims notification procedures will be followed in accordance with the procedure described in 49 C.F.R. §370.1-11.
Carrier will make all payments pursuant to the provisions of this Section within thirty (30) days following receipt by Carrier of Customer’s invoice or demand and supporting documentation for the claim.
8.1 Salvage Claims. Carrier shall waive any and all right of salvage or resale of any of Customer’s damaged goods and shall, at Broker’s reasonable request and direction, promptly return or dispose, at Carrier’s cost, any and all of Customer’s damaged and goods shipped by Carrier must have written authorization from the broker in order to be able to sale or make available for sale or otherwise disposed the product in any salvage markets, stores, or any other secondary outlets. Carrier must keep a copy of the salvage, donation or disposal for our records. In the event that damaged goods are returned to Customer and salvaged by Customer, Carrier shall receive a credit for the actual salvage value of such goods.
9. Governing Law; Consent to Jurisdiction and Integration. This Contract will be construed, to the extent not preempted by applicable federal law, under the laws of the State of Florida, without giving effect to any choice or conflict of law rules. Broker and Carrier waive all right to trial by jury in any action, suit or proceeding brought to enforce or defend any rights or remedies under this Contract. Each of the parties hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any federal or state court sitting in Florida in any suit, action or arising out of, connected with, related to, or incidental to the relationship established among them in connection with this Contract and (ii) waives, to the fullest extent permitted by law, any objection to venue or any defense of inconvenient forum in connection with any such court; provided however that jurisdiction for disputes regarding claims brought by third parties requiring Carrier’s indemnification under Section 7 may be effected in the courts where third party claims are filed. This written Agreement, together with any load confirmation, contains the entire agreement between the parties and may only be modified by signed written agreement.
9.1 Safety Rating. Carrier shall endeavor to maintain a satisfactory U.S. DOT Safety that jurisdiction for disputes regarding claims brought by third parties requiring Carrier’s indemnification under Section 7 may be effected in the courts where third-party claims are filed. This written Agreement, together with any load confirmation, contains the entire agreement between the parties and may only be modified by signed written
Rating but under no circumstances is Carrier allowed to provide services under this contract if their safety rating falls to “unsatisfactory.”
10. Confidentiality Obligations. Carrier acknowledges that in carrying out this Contract, it will learn proprietary information about Broker and its business, including its rates, services, personnel, computer systems, Customers, traffic volumes, origins and destinations, commodity types, shipment information and business practices (the “Information”). During this Contract’s term and for 12 months after its termination, Carrier will hold the Contract provisions and Information in confidence, restrict disclosure to those Carrier Representatives with a need to know, and not use the Information to Broker’s competitive detriment or for any purpose except as contemplated hereby. Carrier may disclose Information to the extent required by a governmental agency or under a court order, provided that Carrier notifies Broker of such requirements before disclosure.
10.1. Non-solicitation of Customers. During this Contract’s term and for 9 months after its termination, Carrier will not, and will cause the Carrier Representatives not, to directly or indirectly solicit or provide transportation services to any Customer without Broker’s prior written consent if (a) that Customer first became known to Carrier as a result of Broker’s engagement of Carrier, (b) the type of transportation services, such as the origins and destinations served or commodity types, provided to that Customer first became known to Carrier as a result of Broker’s engagement of Carrier or (c) the first shipment transported by Carrier for that Customer was tendered to Carrier by Broker. If Carrier or any Carrier Representative solicits a Customer in violation of this Section, Carrier shall pay to Broker as a commission 15% of the total charges, with a maximum of US$500 per shipment, for transportation services provided by Carrier to such Customer.
11. Savings Clause. If any provision of this Agreement or any Transportation Schedule is held to be invalid, the remainder of the Agreement or the Transportation Schedule shall remain in force and effect with the offensive term or condition being stricken to the extent necessary to comply with any conflicting
12. This Agreement shall be for the period of one (1) year and shall be automatically renewed unless cancelled. Either party may terminate this Agreement upon fifteen (15) days written notice. By signatory hereto, CARRIER represents that it has the authority and ability to enter into legally binding contracts and that CARRIER agrees to be bound by the terms and conditions of this Agreement effective immediately.