Terms of Use and Member Agreement We intend to provide consistently high levels of service, and in order to do that, we developed these rules governing the use of our service, information, and technology, as well as the terms and conditions for the use of our site, in order to create a better environment for everyone. Please understand that these rules, terms and conditions are intended for your protection and for the protection of all users. Your acceptance and adherence to these terms will allow us to provide you with a better experience on our web site. We may make changes to the site and to the terms and conditions of this Agreement from time to time. You agree that we can make changes, as we see the need, to this Agreement and to the site, and that you will revisit this page periodically. Your continued use of our services after we make any changes will mean that you agree with the changes and will comply with them. If you are registering on behalf of a company or entity, you must have the authority to bind that entity to these terms. By continuing with the registration, you are telling us that you have that authority. If you are registering on behalf of an entity, 1) any reference to “you” that follows in this document also refers to the entity which you represent, and 2) anyone else at the entity using your registration information or account is also subject to these terms and conditions. Your use of the site means that you understand and have agreed to comply with these terms and conditions and any materials referred to below which are available on our site, including, but not limited to, our privacy and security policies. If you choose not to agree with any of these terms, you are not permitted to use the site. Your Privacy & Security We take privacy and security very seriously, and we will protect our users based on the policies which are posted on the site. In order to include the latest standards for privacy and security, we may update these policies from time to time. You Must Be Qualified You want to interact with qualified users and so do we. In order to use the site, you must be a bona fide carrier or shipper, of majority age, and with legal authority to conduct business and to form legally binding contracts under the applicable law. Prior to completing your registration, you will be asked for name and contact information. You are required to name at least one administrator for your account, which is someone who is authorized by you to purchase services, create additional user accounts subject to this Agreement, and otherwise administer your use of the site You must not use the site to compete with our business, and you agree that you won’t provide your registration or account information to anyone except your associates or agents, who also agree to comply with these terms and conditions. You will be responsible if any of those associates or agents do not comply with these terms and conditions. Your Account Information and Data We provide a site for you to conduct transportation business and to manage your transportation-related information. While we strive for accuracy, we cannot qualify all of the submissions by, and the conduct of, members on the site. You are responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data, information or material that you submit to the site or that you use on the site. The volume of data processed by the site is so large that we must periodically discard some data to preserve performance. Therefore, you should maintain your own copies of your data, including available downloads from the site, because we cannot be responsible or liable for the deletion or loss of data on the site. If you cease to be a user, however, we will return a copy of any of your data that we have, provided you are not in breach of this Agreement. Third Party Interactions On our site you may interact or transact with other participants. Any such commerce or communication, as well as any terms, conditions, warranties or representations associated with such activity, is solely between you and the other party. We do not control the other users. If you are involved in a dispute regarding activity on the site, please let us know, but we have no liability, obligation or responsibility for any interaction between you and the third party. We also do not endorse domains or destinations that are linked through our site. They are provided as a convenience to you, and we are not responsible for any content, products, or other materials that are available through those sites. Third party providers of supporting software, hardware or services, linked through our site, may require your agreement to their own licenses or terms to allow you to use their products or services. Your Responsibilities You are responsible for all activity occurring through your user accounts, and you agree to abide by all applicable local, state, national and foreign laws and regulations in connection with your use of the site. You agree to: (i) Notify us immediately of any unauthorized use of any password, account or any other known or suspected breach of security; (ii) Immediately report to us and use reasonable efforts to immediately stop any copying or distribution of information, software, or services made available to you on the site that is known or suspected by you and/or your users; and (iii) Not impersonate another user or provide false identity information to gain access to the site. Your License Rights & Restrictions We are granting you a non-exclusive, non-transferable right to use the site, solely for your own, internal business purposes, subject to the terms and conditions of this Agreement. You may not, in any way: (i) license, sublicense, sell, resell, transfer, assign, distribute, make available to any third party, or otherwise commercially exploit any information, software, or services made available to you on our site; (ii) modify or make derivative works based upon information, software, or services made available to you on our site; (iii) create Internet "links" to our site or "frame" or "mirror" any information, software, or services made available to you on the site on any other server or wireless or Internet-based device; or (iv) reverse engineer or access our site in order to: a. build a competitive product or service, b. build any product using similar ideas, features, functions or graphics, or c. copy any of our ideas, features, functions or graphics. You may not share or transfer this license, other than that you may be receiving this license on behalf of an entity with multiple users. In order to authorize multiple users of the site at your entity, you need to follow the instructions on the site for setting up, transferring, and deleting accounts. You are responsible and required to terminate access of individuals who are no longer with your entity, and inform them that when they leave your company their license is no longer valid. Our Intellectual Property Ownership We alone (and our licensors, where applicable) own all right, title and interest in all of the intellectual property in our site and the services we provide,, including: all intellectual property rights regarding our proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) available through the site; audio and visual information, documents, software, products and services contained or made available to you through the site; all services provided on the site; and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to our site. This Agreement is not a sale and does not convey to you any rights of ownership in or related to our site, our proprietary technology or the intellectual property rights owned by us or our licensors. Our name, logo, and the product names associated with our site are our trademarks or belong to third parties, and no right or license is granted for their use. Ordering Services You may order certain services from us that include the use of our site under an arrangement that includes or requires a formal written agreement or purchase order. When there is a written agreement between us, signed by an authorized representative of your company and by an officer of CarrierDesk LLC., then any rights, terms and conditions included in that written agreement will become part of this Agreement. The terms of such written agreement will supersede any conflicting terms of these Terms of Use, only if the written agreement specifically says so. When services are ordered by you from us on a purchase order your commitments become binding, regardless of conflicts with this Agreement. Billing and Payment of Usage Fees Many of the services on our site are available without charge, but for those that are, you agree to pay all fees or charges to your account according to the terms that are in effect at the time a fee or charge is incurred. We reserve the right to change our fees and charges and to introduce new charges at any time, with at least 30 days prior notice to you, which may be provided by e-mail or by posting on the site. We may set a maximum number of transactions that you are allowed as part of the usage fee. If you exceed these limits, you will be charged based on the then-current transaction fees. We will invoice you monthly for usage fees incurred for the month. All invoices are due in full within 30 days of their date. Our fees do not include taxes or duties imposed by taxing authorities, and you will be responsible for paying all such taxes and duties, except for any taxes based solely on our income. You agree to provide us with complete and accurate billing contact information, which includes: your legal company name, your current street address, your e-mail address and the name and telephone number of an authorized billing contact. If any information you supply us changes, you agree to tell us within 30 days. If you provided false or fraudulent information, we may terminate your access to the site and pursue any other remedies available under the law. Unless we determine otherwise, you will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date to be eligible to receive an adjustment or credit. If You Fail to Pay In addition to our other rights, we may suspend or terminate this Agreement and your access to the site if you fail to pay your bill on time. Unpaid balances are subject to interest charges of 1.5% per month or the maximum rate permitted by law, whichever is less, plus all collection expenses. You will continue to be charged for any fee obligations during a period of suspension. Regardless of why this Agreement is terminated, you will be obligated to pay the balance due for any fees and charges associated with your account. You agree that we can charge these unpaid fees to your credit card or otherwise bill you. Termination or Cancellations This Agreement begins with your use of the site and is perpetual until canceled by either party. We may cancel this Agreement and discontinue the service to you, as we see fit, at any time. You may cancel this Agreement at any time, as long as you have not ordered our services for a defined term. Cancellations must be made on-line on the site, or in writing, as instructed in the notice provision, below. The cancellation is effective on the date it is received, any charges will accrue to that point, but no refunds of previously paid charges will be made. If You Fail to Follow the Rules For the benefit of all users, we will make an effort to defend the site against anyone who attempts to frustrate other users or who does not follow the rules. You understand that we, at our sole discretion, may terminate your password, account, or use of the site if you breach or otherwise fail to comply with any of the terms of this Agreement, including your payment obligations or any unauthorized use of our services or technology. Representations & Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. If you are submitting information to our site, you represent and warrant that the information is accurate, that you are authorized to submit the information, and that the information, format, and delivery method is appropriate. In order to protect our users, we have the right to review, reject or modify the information submitted, at our discretion. By transferring information to the site, you agree that we, or our affiliates or assigns, are licensed to use the information in a manner we deem reasonable, in our sole and independent judgment. We represent and warrant that we will operate our site in a manner consistent with applicable general industry standards, and that our site will perform substantially in accordance with our documentation under normal use and circumstances. Disclaimers, Limitations of Liability, and Indemnification EXCEPT AS SPECIFICALLY PROVIDED HEREIN, OUR SITE AND ALL OF ITS CONTENT ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY US AND OUR LICENSORS. YOU USE THE SITE AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIAL. WE ARE NEITHER A SHIPPER NOR A CARRIER NOR A BROKER AND DO NOT UNDERTAKE TO PROVIDE USERS WITH LOADS OR TRANSPORTATION SERVICES. WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT TRANSPORTATION SERVICES ARRANGED FOR VIA OUR SITE WILL BE PERFORMED, AND THEREFORE ACCEPT NO RESPONSIBILITY WHATSOEVER FOR LOST, DAMAGED OR DELAYED CARGO. IN NO EVENT SHALL WE (OR OUR LICENSORS) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SITE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY TO YOU OR ANY THIRD PARTIES, UNDER ANY CIRCUMSTANCE, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US IN THE ONE YEAR PRECEDING THE DATE SUCH LIABILITY ARISES. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you. You agree as a registered user to indemnify and hold us harmless from all damages resulting from claims made against us relating to both your authorized use and misuse of this site. Currencies displayed Currency amounts displayed that are converted from other currencies are based on various public and user provided sources and should be used as estimates only. Conversion rates are not warranted by us to be accurate, and may in fact not be. Mileage Our site displays mileage on shipments either as provided by the provider of the shipment information or as we calculate it, using a third party product or service, such as Rand McNally TDM or SMC3 RateWare. The mileage displayed is calculated to be an estimate of the distance between the starting and ending points for a shipment and may not be the actual miles driven or the actual miles paid by the shipper. Mileages are not warranted by us to be accurate, and may in fact not be. Agreement as to actual miles is strictly between the shipper and carrier. Notice We may give notice to you by general announcement on the site, by e-mail to the address on record in your account, or by written correspondence sent by first class mail postage pre-paid or a nationally recognized overnight delivery service to the address on record in your account. Notice will be deemed given 48 hours after mailing, e-mailing, or posting. You may give notice to us, deemed effective when received by us, by written correspondence sent by a nationally recognized overnight delivery service or by first class postage prepaid mail to the following address: CarrierDesk LLC., 400 W. Wilson Bridge Road, Suite 100, Columbus, OH 43085, to the attention of: “Controller”. Assignment This Agreement will be binding on our successors and assigns, except that you may not assign this Agreement without our prior written consent. We may freely assign this Agreement to any acquirer of all or substantially all of the services provided on the site, whether by merger, asset sale or otherwise. General This Agreement will be governed by the laws of the State of Ohio without regard to its choice of law or conflict of law provisions. Any disputes or causes of action arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Columbus, Ohio. No text or information set forth on any other purchase order, preprinted form or document, unless in a written agreement signed by an authorized representative of your company and an officer of CarrierDesk LLC. which specifically states otherwise will add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or use of our site. The failure of us to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. This Agreement comprises the entire agreement between you and us and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Questions or Additional Information: If you have questions regarding this Agreement, wish to obtain additional information, or wish to make suggestions on how to make the site better, please send an e-mail to support@CarrierDesk.net.