1. ACCEPTANCE OF TERMS
By using the Service in any way, you are agreeing to comply with the TOU. We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. Should you object to any term or condition of the TOU, any guidelines, or any subsequent modifications thereto or become dissatisfied with Packdeck in any way, your only recourse is to immediately discontinue use of Packdeck. Packdeck has the right, but is not obligated, to strictly enforce the TOU through self-help, community moderation, active investigation, litigation, and prosecution.
You acknowledge and agree that your use of Services, including but not limited to the website and mobile application, to obtain or provide transportation services does not establish Packdeck as a provider of such transportation services. Packdeck is acting as a logistics broker in arranging for transportation services, and is not and shall not be considered a transportation carrier as defined by the Federal Motor Carrier Safety Administration.
2. SERVICE DISCLAIMER
Although the Service offers as a platform for the coordination and execution of freight shipments, the Company is not an agent for any User of the Service nor is it a party to any transaction that may be negotiated between Users of the Service. As a result, the Company has no control over the quality, safety, or legal aspects of the transactions that take place between Users on our Service. The Company will provide assistance to prequalify or validate Carriers with respect to their licensure, insurance, and registration. The Company does not endorse, recommend or refer any specific Carrier. All Shippers using the Service make their own decisions and you acknowledge and agree that the Company is not in any way arranging transportation services on any Shipper’s behalf. All Shippers and Carriers using the Site agree that Packdeck is acting as a platform for the convenience of Users in arranging for transportation services and is not and shall not be considered as a “Broker”, “Carrier”, “Freight Forwarder”, or as engaging in “Contract Carriage” as defined in 49 United States Code, Section 13102, or similar statutes under the laws of any State.
In this respect, all Users agree that the Company shall have no liability whatsoever for:
(i) Damaged, lost or stolen freight
(ii) Undelivered or misdelivered shipments of freight
(iii) Cancellation of shipping jobs
(iv) Payments, or failure to pay, by any party to any transaction arranged by you and another user of the Service
(v) Physical damage to vehicles or personal injuries sustained by you or third persons arising from the negligent, reckless or intentionally tortious actions by any person or user who has engaged in a transaction that derives from the use of the Service
(vi) Theft or misappropriation of personal or physical location data that you post on the Service
(vii) Any other direct, incidental or consequential damages arising from a shipping transaction arranged by you through your use of the Services on the Site. Although the Company exerts all reasonable commercial efforts to keep the documents, information, data, software and related information that the Company makes available on the Service (collectively, the “Information”) accurate, current and up-to-date, and to ensure that your access to the Service is as continuous as possible, the Company cannot guarantee, and does not warrant, that your access to the Site will be uninterrupted or error-free. Similarly, the Company cannot guarantee that all the information on the Site is completely current or to your circumstances. Shipping procedures and trade customs can change rapidly, can be different from state to state and may be subject to interpretation by different courts and certain government and administrative bodies.
The Company is not a transportation broker nor does the information contained on the Site constitute legal or regulatory advice. For these reasons, the Company does not warrant or guarantee that the information presented on the Site is correct, complete, or up-to-date. If a User needs legal or regulatory advice with respect to a specific shipment or any issue or document related thereto, the User should consult a licensed attorney in your area.
YOU AGREE THAT USE OF THE AXON TERMINAL SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE AXON TERMINAL SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, AXON TERMINAL DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE AXON TERMINAL SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, AXON TERMINAL DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE AXON TERMINAL SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE AXON TERMINAL SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, AXON TERMINAL DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE AXON TERMINAL SITE OR THE SERVICE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
3. USE OF THE SERVICE
Once registered, Shippers may request a Quote from the transportation of certain freight by posting the details of the proposed shipment in an RFQ. RFQ’s are viewable by all Carriers that have registered for the Service. If the Carrier requires further information regarding the RFQ, they can communicate directly with the Shipper through the Service messaging center.
You will not allow other persons or entities to post items on the Service using your membership name. Unauthorized use of passwords is also prohibited. You agree not to share account information with other parties. Company will not be held liable for any activity resulting from compromised account information.
You agree that the Service may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations regarding your use of the Service. All information that you post on the Service regarding your shipment will comply with all applicable law, statutes, and regulations. It is your responsibility to determine whether the shipment of specific property may violate applicable laws, statutes, or regulations. The minimum regulatory venue is deemed to be the United States of America and the State of Texas.
All information exchanged between Carrier and Shipper are confidential and proprietary to the disclosing party for a period of five (5) years from the date of Shipping Agreement.
You must have the legal and commercial capacity to competently transport the shipment for which you submit a Quote. You agree that it is your sole obligation to comply with all laws, rules, statutes and regulations that may apply including any and all local, state and federal licensing requirements that may apply to the transportation services that you, as a Carrier, provide through the Service. You understand and acknowledge that all shipment information and potential shipping jobs are posted by the Shippers and that the Company has no control over or responsibility for the accuracy of such information. You understand and agree that you are responsible for reading and understanding all the shipment details and that you are entering into a legally binding agreement directly with the Shipper according to the terms and conditions established between you and the Shipper and that the Company is not a party to that agreement.
You agree that it is your responsibility to determine whether sales or use taxes apply to any sale transactions conducted by you through the Service and to collect, report and remit the correct tax to the appropriate tax authority. Company is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit, pay or report any sales or use taxes arising from any such sale transaction.
Carrier agrees to provide well conditioned dedicated equipment, properly qualified drivers, insurance coverage, and management personnel to perform the agreement. Carrier will be responsible for inspecting all shipments prior to transport, to determine that freight loaded and secured for transport.
There is no fee to review or peruse the Service. However, registration on the Service as a Shipper or Carrier is necessary to use the Services.
The Carrier may then submit a Quote in response to the RFQ as a proposed fee as the Carrier may deem appropriate. If the Shipper determines to accept a Quote by Carrier, the Shipper will indicate its acceptance by agreeing to the “Shipping Agreement”, followed by a Carrier conformation via agreeing to the “Shipping Agreement”. Upon confirmation that Carrier has delivered the shipment pursuant to the Quote, the Service will generate an invoice of balance due to Carrier and Administrative Charge due to the Company (paid by the Shipper).
The Company reserves the right to revoke access to an account if payment is not received in a timely manner.
You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual post, response, note, message, or other item ("Item") of Content that you post, email or otherwise make available via the Service. You understand that Packdeck does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the Packdeck site and Content available through the Service may contain links to other websites, which are completely independent of Packdeck. Packdeck makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will Packdeck be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that Packdeck does not pre-screen or approve Content, but that Packdeck shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the TOU or for any other reason.
6. THIRD PARTY CONTENT, SITES, AND SERVICES
The Packdeck site and content available through the Service may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of Packdeck, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.
Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.
You agree that Packdeck shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Packdeck is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Packdeck, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service.
7. PRIVACY AND INFORMATION DISCLOSURE
8. LIMITATIONS ON SERVICE
You acknowledge that Packdeck may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that Packdeck has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that Packdeck reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that Packdeck shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
User shall not edit, alter, abridge or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. User may not, and may not permit others to:
(1) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
(2) modify, translate, adapt, alter, or create derivative works from the Service;
(3) copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Service; or
(4) distribute, sublicense, publish, broadcast, circulate rent, lease, loan [or grant any third-party access to or use of the Service to any third party that is not an Authorized User.
9. ACCESS TO THE SERVICE
Packdeck grants you a limited, revocable, non-exclusive license to access the Service for your own use. This license does not include: (a) access to the Service by Posting Agents; or (b) any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Packdeck. A limited exception to (b) is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file. "General purpose internet search engine" does not include a website or search engine or other services that specializes in classified listings or in any subset of classifieds listings such as jobs, housing, for sale, services, or personals, or which is in the business of providing classified ad listing services.
Packdeck may offer various parts of the Service in RSS format, and reserves all rights in the content of the RSS feeds and may terminate any RSS feed at any time. Use of the Service beyond the scope of authorized access granted to you by Packdeck immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a license from Packdeck.
10. PROPRIETARY RIGHTS
The Service is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Packdeck. You further agree not to reproduce, duplicate or copy Content from the Service without the express written consent of Packdeck, and agree to abide by any and all copyright notices displayed on the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service.
Although Packdeck does not claim ownership of content that its users post, by posting Content to any public area of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to Packdeck an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. Furthermore, by posting Content to any public area of the Service, you automatically grant Packdeck all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Service by any party for any purpose. Packdeck will make every effort to protect your private pricing information, and will not share your pricing in a way that would be attributable to you without your express consent. Packdeck may, from time to time, aggregate pricing information from multiple members on an anonymous basis for analysis.
11. LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL AXON TERMINAL BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF AXON TERMINAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE AXON TERMINAL SITE OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE AXON TERMINAL SITE OR THE SERVICE, FROM INABILITY TO USE THE AXON TERMINAL SITE OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE AXON TERMINAL SITE OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE AXON TERMINAL SITE OR THE SERVICE OR ANY LINKS ON THE AXON TERMINAL SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE AXON TERMINAL SITE OR THE SERVICE OR ANY LINKS ON THE AXON TERMINAL SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.
You agree to indemnify and hold Packdeck, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of the TOU, your breach of any of the representations and warranties herein, or your violation of any rights of another.
13. COMPLIANCE WITH EXPORT RESTRICTIONS
You may not access or use the Site or the Materials for any purpose that is in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You acknowledge and agree that the Materials are subject to the United States Export Administration Laws and Regulations and agree that none of the Materials or any direct product therefrom is being or will be acquired for, shipped, transferred or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used or any prohibited purpose.
14.1 General Information
The TOU constitute the entire agreement between you and Packdeck and govern your use of the Service, superseding any prior agreements between you and Packdeck. The TOU and the relationship between you and Packdeck shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions. You and Packdeck agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Cook County, Illinois. The failure of Packdeck to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14.2 Terms and Termination
This Agreement is effective until terminated. Either you or the Company may terminate this Agreement for any reason by providing the other with seventy-two hours’ notice by email at the email address that you provide upon your registration with the Service as a User, or, if to the Company, at the following email address [email protected] The Company may terminate this Agreement immediately, and may immediately suspend your further access to the Service if you breach any of the terms of this Agreement. If such breach is not cured within twenty-four hours of the notice of termination of this Agreement, the Company may permanently discontinue your further access to the Service for any purpose. Within five (5) days after the date on which you receive notice of the termination of this Agreement, you shall return to Company or destroy, at Company’s option, all copies of the Materials that may be in your possession or control, including any and all copies made by you. Upon Company’s request, you will certify in a written document signed by you that all copies of the Materials have been returned to Company, or destroyed, and that no copies of the Materials are in your possession.
14.3 Law and Disputes
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All disputes arising under this Agreement or its subject matter that cannot be settled by good faith negotiation shall be decided by arbitration under the rules of the American Arbitration Association. The decision of the arbitrator or arbitrators shall be final. The service of the arbitration will be Austin, Texas, unless otherwise expressly agreed, and the arbitration award shall be enforceable in any court of competent jurisdiction. Notwithstanding anything contained in this Paragraph to the contrary, Company shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in order to enforce Company's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees from the other party.
14.4 Entire Agreement
This Agreement sets forth the entire understanding between You and Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, oral and written, as they regard the licensing of the Software. This Agreement may be amended only in a writing signed by both parties. No vendor, distributor, dealer, retailer, salesperson or other person is authorized to modify this Agreement or to make any warranty, representation or promise which is different than, or in addition to, the representations or promises of this Agreement.
14.5 No Waiver
Severability. Independent Contractor No waiver of any right under this Agreement shall be effective unless in writing, signed by a duly authorized representative of the waiving party; failure to insist upon strict compliance with this Agreement shall not be deemed a waiver of any future right arising out of this Agreement.
The relationship between Company and you under this Agreement is intended to be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, and employer-employee or agency relationship of any kind.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision had never been a part of this Agreement.
14.6 No Assignment
Neither party may assign or transfer this Agreement, nor shall any such attempted assignment or transfer be null and void. Notwithstanding the foregoing: (a) Company may assign this Agreement without consent to: (i) an affiliated company, or (ii) a party acquiring all or substantially all of the business of Company, and (b) You may assign this Agreement without consent to a party acquiring all or substantially all of your business.
Last updated October 23, 2017