This Agreement and the terms contained within are subject to change by FFS at any time, in its sole and absolute discretion, and without notice, but any change to these terms will not apply retroactively. You are under a duty to review the terms of this Agreement prior to using the Website. If you do not agree to the terms and conditions contained within this Agreement, you must discontinue your use of the Website immediately. Your continued use of the Website after a replacement, modification, or amendment of the terms of this Agreement will constitute your manifestation of assent to, and agreement with, any replacement, modification, or amendment herein.
- User Eligibility. The Website is open to use to those who are age eighteen (18) or above. By using the Website, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Website on behalf of a business entity or other third party, you warrant that you express actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement.
- Intellectual Property Rights. The Website and its associated trademarks and content are owned and used by FFS, including, but not limited to, the FREIGHT FORWARDER SERVICES trademark. Any use of the Website, its associated trademarks, or its content without the prior written approval of FFS is prohibited. The selection, arrangement, and layout of the Website is the sole and exclusive property of FFS, and any unauthorized copying, public display, public performance, distribution, or derivation, whether in whole or in part, is expressly prohibited.
- Acceptable Use Policy. When you use the Website, you agree to use it only for its customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by FFS for such a breach, including, but not limited to, monetary damages, costs, and attorneys’ fees. You are expressly prohibited from using the Website to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:
- Attempting to access the Website other than through a standard web browser unless you have been permitted to do so by FFS through a separate, written agreement (this restriction does not apply to search engines that comply with FFS’s robots.txt file);
- Accessing or attempting to access the Website through automated means (this restriction does not apply to search engines that comply with FFS’s robots.txt file);
- Circumventing the technological protection measures of the Website;
- Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
- Disrupting or otherwise interfering with the Website or its associated servers or networks;
- Scraping, reproducing, republishing, selling, reselling, duplicating, or trading the Website or its content;
- Diverting or attempting to divert customers of the Website to another website or service;
- Sending unsolicited or unauthorized communications to users of the Website or third parties;
- Transmitting content to the Website that is false, inaccurate, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive, hateful, or otherwise objectionable;
- Reverse engineering, decompiling, translating, or disassembling the Website or its content; and
- Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.
FFS reserves the right to modify, amend, or terminate the Website or its associated content at any time and without prior notice. FFS also reserves the right to refuse service or access to the Website to any person or business entity at any time and without notice.
- User Provided Content. When using the Website, you grant FFS an irrevocable, perpetual, sublicensable, transferable, non-exclusive, and royalty-free worldwide right and license to use, copy, modify, adapt, publish, transmit, perform, create derivative works from, and display publicly throughout the world and in any medium or form now existing or later created any content that you submit to the Website including, but not limited to, publicly posted product reviews. You expressly agree that FFS may use this content for any purpose and that the use or republication of this content will be at FFS’s discretion and without compensation or attribution of any kind.
Further, FFS has the right, but not the obligation, to edit, monitor, analyze, append, remove, or refuse any content submitted by you to the Website. FFS takes no responsibility for and assumes no liability for any content that you submit to the Website, and you are solely responsible for any content that you submit to the Website.
You will not: upload, post, email, store, transmit, or otherwise make available any content that:
- constitutes a false or fraudulent request for freight services and/or a false or fraudulent agreement to provide freight services;
- is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, invasive of another’s privacy, or otherwise objectionable;
- may not be made available under any law or under contractual or fiduciary relationships;
- infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;
- consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;
- contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
- is posted solely for the purpose of affecting the order, character, credibility, or availability of another user’s posting or associated content; or
- consists of information that you know or have reason to know is false or inaccurate.
- User Accounts. When using the Website, FFS may provide you with the ability to subscribe to a user account, which will allow you to obtain additional access to the Website including, but not limited to, posting and responding to posts from other users on the Global Freight Load Board (“User Account”). To register for a User Account, you must provide FFS with certain personal information, including your name, email address, and password. You warrant and agree that any information that you provide in association with your registration or use of a User Account will be accurate, current, and complete.
You acknowledge and agree that you control access to your User Account. Your User Account may only be used by you or by third parties with your express written consent. FFS will not be held responsible or liable for any unauthorized access to your User Account, and you are under a continuing duty to promptly provide FFS with notice of any unauthorized or unusual access to your User Account. You are advised to keep the username and password associated with your User Account secure and secret. By creating a User Account and providing your personal information to FFS, you acknowledge and agree that FFS may use your personal information to contact you.
FFS reserves the right to suspend or terminate your User Account at any time and in its sole and absolute discretion, including, but not limited to, for a violation of any term or condition of this Agreement.
- Fees and Payment. To create a User Account and subscribe to the Load Board, you must pay a monthly fee of $20.00 (“Fee”). The Fee will be charged to your credit card on the date you subscribe and is non-refundable. You acknowledge and agree that FFS is not responsible for any foreign transaction fees or other fees charged to you by your financial institution or by FFS’s payment processor. You agree that you will not initiate any chargebacks to FFS unless otherwise authorized by FFS in writing. You understand and agree that you will be responsible and required to pay for any costs associated with any chargebacks that you have initiated against FFS.
- Third-Party Websites. You acknowledge and agree that the Website may contain links to third-party websites or content, such as advertisements, that FFS does not own or control. You are advised to review the terms and conditions of any third-party websites or content linked to through the Website, and you agree that FFS will not be responsible for websites not under the ownership or control of FFS.
- Term and Termination. The term of this Agreement will begin upon your first accessing of the Website and will continue until the earlier of the following: (i) FFS terminates your access to the Website; or (ii) you cease using the Website and terminate your User Account. FFS reserves the right to terminate the Website or your access to the Website in its sole and absolute discretion and without prior notice.
- Status as Information Service Provider. FFS is an Information Service Provider that enables third parties to post, review, and respond to content and to engage with other third parties for the mutual benefit of the third parties on the Website. When users contract with other users after engaging with one another on the Website, FFS is not a party to that contract nor does FFS receive a fee or any other compensation from the third parties’ contract.
FFS is not a “broker” as defined by 49 CFR § 371.2.
- Trade Compliance. You must comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. You are solely responsible for compliance related to the way you choose to use the Website. You represent and warrant that you or anyone you allow to use your User Account under Section 5 of this Agreement are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
- Disclaimer of Warranties and Limitation of Liability.
- YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT FFS WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT FFS’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE WEBSITE OR $1000, WHICHEVER IS LESS.
- FFS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGE, INJURY, HARM, COST, EXPENSE, OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE SERVICES POSTED TO THE WEBSITE AND THE LOAD BOARD. FFS IS NOT PARTY TO ANY CONTRACTS ENTERED INTO USING THE WEBSITE AND SHALL NOT BE RESPONSIBLE FOR ANY PARTIES’ BREACH, OR DAMAGES RESULTING FROM ANY BREACH, THEREOF.
- FFS WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE SERVICES POSTED TO THE WEBSITE AND THE LOAD BOARD INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, ILLNESS, DAMAGE TO PROPERTY, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE.
- Indemnification. You agree to indemnify, defend, and hold harmless FFS, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) your use of the Website, (ii) your use of the services posted to the Website and Load Board; (iii) your violation of any term or condition of this Agreement; (iv) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (v) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend FFS will not provide you with the ability to control FFS’s defense, and FFS reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
- Choice of Law and Stipulation to Jurisdiction.
- You and FFS agree that any dispute arising out of or related to this Agreement or your use of the Website, including, but not limited to, your use of the services posted to the Website and Load Board, will be governed by the laws of Washington D.C., without regard to its conflict of laws rules. Except for claims that may be brought in small claims court, claims of intellectual property infringement, or claims for injunctive relief by either party, you and FFS agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement, your use of any products purchased through the Website, or your use of the Website including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, will be resolved by final and binding arbitration pursuant to the Federal Arbitration Act in Washington, D.C. or, at the option of the party seeking relief, by telephone, online, or via written submissions alone, and be administered by the American Arbitration Association (“AAA”) under the then in force Commercial Arbitration Rules by one arbitrator appointed in accordance with such rules. Such arbitration will be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of the arbitration hereunder, AAA will appoint the arbitrator.
- This arbitration will be conducted in the English language. The decision of the arbitrator will be final and binding on the parties and judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.
- ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR your use of the services posted to the Website and Load Board, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU AND FFS EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS.
- Any claims must be brought within one year of viability or will otherwise be barred.
- Force Majeure. FFS will not be responsible for any delay or failure in performance of the Website or its associated services arising out of any cause beyond FFS’s control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.
- Survivability. The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement, the Website, or your User Account including, but not limited to, your duty to indemnify and defend FFS.
- Interpretation. This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.
- Assignment. You are expressly prohibited from assigning your rights and duties under this Agreement. FFS reserves the right to assign its rights and duties under this Agreement, including in a sale of FFS or its Website.
- Waiver and Integration. No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.