Carggo Terms of Service and Use
These Terms of Service and Use, as well as all documents which are incorporated herein by reference (the “Agreement”), constitute a legally binding contract between the parties, and shall apply to all property brokerage, the Carggo website located at http://www.carggo.com (the “Website”), the Carggo Carrier mobile application (the “Carrier App”) and other related services provided by Carggo LLC or any of its affiliates (“Carggo”, “we”, “us” or “our”) in the U.S. (the “Services”). Carggo is a federally licensed property broker that, subject to certain limited exceptions described below, provides parties that want to ship cargo (each individually a “Shipper” and collectively, “Shippers”) with a guaranteed shipping price, a connection to motor carriers (each individually a “Carrier” and collectively, “Carriers”) and the Services to assist with the transportation of a load or shipment (the “Shipment”). Shippers and Carriers as users of the Services are referred to herein as “User(s)” and “you”. Carggo, Shippers and Carriers are also referred to herein each individually as a “party” and collectively, “parties”. A User may be a Carrier or a Shipper, but may not be a broker or a freight forwarder (unless, as a broker or freight-forwarder, the User-broker/freight-forwarder represents a shipper when initiating a Shipment request pursuant to the Services, in which case the User-broker/freight-forwarder will be deemed a Shipper for purposes of this Agreement).
Please read this Agreement carefully before using the Services. By clicking through the electronic acceptance option or otherwise using the Services in any way, you thereby:
Carggo may change the terms of the Agreement at any time without notice to the other parties. The changed terms shall be effective immediately upon being posted to the Website. Your continued access or use of the Services after changed terms to this Agreement are posted to the Website constitutes your agreement to be bound by this Agreement incorporating such changed terms without any confirmation or further action required from you.
DO NOT ACCESS OR USE THE SERVICES IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT OR YOU CANNOT FORM A LEGALLY BINDING AGREEMENT WITH CARGGO.
I. Carggo Services
Carggo is a federally licensed freight broker as defined by 49 USC §13102(2) under authority granted by the Federal Motor Carrier Safety Administration of the U.S. Department of Transportation (the “DOT”). Carggo’s committed shipping price and other Services bridges the gap between Shippers and Carriers, but Carggo does not provide actual transportation services with respect to a Shipment or act in any way as a Carrier. It is solely the Carrier’s obligation to provide transportation services, which may be arranged and managed through the Services. You acknowledge and agree that Carggo has no responsibility for any transportation services provided to Shipper by any Carrier.
As a freight broker, Carggo does not take possession, custody or control of any cargo. Carggo does not assume any liability, possessory rights or obligations and assumes no financial responsibility whatsoever, for cargo including, but not limited to, loss, theft, damage or delayed delivery thereof. For the avoidance of doubt, Carggo is not a Shipper, Carrier or freight forwarder.
Shippers that are first time Users must register prior to accessing the Services. Shippers are required to provide their full business name, address, telephone number, payment information and other related information. Shippers that are first time Users also must provide authorization necessary to perform, at Carggo’s discretion, a credit check which may be performed by or through a third-party service provider. Shipper hereby provides Carggo with authorization to complete a credit check and agrees to the disclosure of any information provided by the Shipper via the Services to complete a credit check.
C. Shipment Requests
After logging-in to the Carggo Website, a Shipper can create a request to transport a Shipment by clicking the new load prompt. Shipper must then enter certain Shipment details including, but not limited to:
After entering the information described above, the Shipper can click the appropriate prompt to generate Carggo’s rate offer. The Carggo rate offer specifically tailored to the information provided by the Shipper will be generated. As part of Carggo’s commitment to transparency, the rate offer contains a detailed list showing how the rate was calculated including the price per mile, line haul, fuel surcharge, service fee and, as stated in detail above, the guaranteed or indicative total price. The Shipper can accept the rate offer and agree to the transaction by, if necessary, providing any additional information required by Carggo that may not have been entered by Shipper during registration and then clicking the create load prompt thereby tendering a Shipment and verifying and agreeing to all terms and information in the Shipper rate confirmation. Carggo is not responsible for any information provided by the Shipper or any Shipment terms between the Shipper and Carrier.
D. Completing The Shipment
Carriers can utilize the Services to view available Shipments at any time. Carriers can utilize the Services to tailor the list of available Shipments they view based on specific parameters selected by the Carrier in order to individually suit the preferences and needs of the Carrier. The Carrier can agree to provide motor carriage services and thereby transport any Shipment Carggo makes available to the Carrier by clicking the accept load prompt. Carrier’s acceptance will finalize and trigger the creation of a Carrier rate confirmation and cause a notification to be sent to the Shipper advising the Shipment has been accepted for transport and providing the Carrier’s contact information. A Shipper may cancel a Shipment without any financial obligation prior to five (5) days before the date of pick-up. Shipper will incur a charge for any Shipment cancelled less than five (5) days prior to the pick-up date in accordance with the Carggo Charge Schedule.
Following Carrier acceptance, Shipper is responsible for and must provide the Carrier with a numbered bill of lading (“BOL”) for each Shipment. The BOL must contain, at a minimum, the names and addresses of the Carrier and Shipper, the origin and destination addresses, the requested pick-up and delivery dates and times, a description of the cargo to be shipped (including weight) and any other relevant terms and conditions required by applicable law. Carggo is not responsible for the creation, transmission, accuracy or legal enforceability of the BOL including, but not limited to, the form or the information included therein and expressly disclaims any such responsibility or liability for the BOL. Carrier must direct any questions or concerns regarding the BOL to Shipper. Once the Shipment has been delivered the Carrier is required to upload a proof of delivery signed by the consignee/authorized recipient (the “POD”) by using the Carrier App or the Website.
E. Ancillary Features
Carggo may provide certain ancillary features to Shippers and Carriers (“Ancillary Features”). These Ancillary Features may include fleet management, asset tracking, internal shipment manager and analytics among others. You agree that you will use the Ancillary Features at your own risk and that Carggo makes no representations or warranties regarding the accuracy or completeness of any content or these products, and that Carggo will have no liability for any damage or loss resulting from your use of the content or these Ancillary Features.II. Exclusions To Services Offered
The transportation of certain cargo is not within the Services that Carggo offers and is, therefore, beyond the scope of this Agreement. Shippers may not utilize the Services for the Shipment of the following services and commodities:
III. Carrier Terms
A. Representations And Warranties
If you are a Carrier, you hereby represent and warrant that, and acknowledge that Carggo and the Shipper are relying upon such representations and warranties in entering into this Agreement:
If you are a Carrier, you shall:
Carriers will not contact any Shipper directly, or indirectly except through the Services, to solicit, accept, or book shipments with Shipper for a period of twelve (12) months from the last date of contact through the Services between Carrier and Shipper. Carggo reserves the right to terminate Carrier’s account or this Agreement in its sole discretion for a breach of this section of this Agreement. The foregoing actions shall be in addition to any other remedies available to Carggo at law, including but not limited to recovery of damages or an injunction order.
IV. Shipper Terms
A. Representations And Warranties
If you are a Shipper, you hereby represent and warrant that, and acknowledge that Carggo and the Carrier are relying upon such representations and warranties in entering into this Agreement:
If you are a Shipper, you shall:
Additionally, you understand and agree that Carggo is not responsible for Carriers that are accepted to transport your Shipments. You also consent to Carggo tracking your Shipment with Carrier-installed or provided GPS technology in order to offer a better solution on shipment logistics, including tracing and scheduling Shipments while in transit, and consent to Carriers and others having live access to a Shipment geolocation through such technology without your additional consent, but you acknowledge that location can be misinterpreted or misclassified due to a number of factors and that Carggo is not responsible for any loss, damage or expense arising from or related to this tracking service.
Shippers will not contact any Carrier directly, or indirectly except through the Services, to solicit, accept or book shipments with Carrier for a period of twelve (12) months from the last date of contact through the Services between Carrier and Shipper. Carggo reserves the right to terminate Shipper’s account or this Agreement in its sole discretion for a breach of this section of this Agreement. The foregoing actions shall be in addition to any other remedies available to Carggo at law, including but not limited to recovery of damages or an injunction order.
Other than through the Services, Carggo will not directly contact any customer of a Shipper that is a User-broker/freight-forwarder to solicit, accept or book shipments with Carggo for a period of twelve (12) months from the last date of contact through the Services related to said customer between Shipper that is a User-broker/freight-forwarder and Carggo.V. Payment Terms
A. Shipper Payment
For each Shipment, Shipper shall pay Carggo the charges stated in the applicable Shipper rate confirmation (where, if multiple Shipper rate confirmations were issued for a single Shipment, the last Shipper rate confirmation issued will have effect), plus any additional charges Shipper may incur related to the Shipment including, but not limited to those charges referenced in the Carggo Charge Schedule (“Shipment Fees”). Shipment Fees may include, but are not limited to, charges for line haul, fuel, cancellation (described above), lumper services, lift gates, driver’s assistance, tailgate delivery, detention, layover, team drive, warehousing and storage or any differences between costs for the actual Shipment and the description of the Shipment entered by the Shipper to the Services and detailed in the Shipper rate confirmation. Carriers using the Services generally are required to provide advanced notice of ancillary services for which they intend to charge additional fees. However, advanced notice is not always possible or practical, and Carggo may not be able to receive and communicate to the Shipper certain Carrier requests for approval of additional charges before the Carrier’s services are rendered. Shipper acknowledges that the Shipment Fees for any Shipment, including the guaranteed price, may not apply to future Shipments that the Shipper transports by or through the Services, as the costs of Services fluctuates regularly over the passage of time due to a variety of factors including, but not limited to, changing market conditions.
Prior to utilizing the Services to tender a Shipment, all Shippers must provide Carggo with a valid method of payment. For each Shipment, Shipper is obligated to pay Carggo all Shipment Fees within fifteen (15) days upon receipt of Carggo’s invoice unless otherwise agreed to by Carggo and the Shipper in writing and included in the relevant invoice. The invoice for each Shipment may be transmitted to Shipper electronically via the Services.
Past due Shipment Fees are subject to standard interest charges at nine percent (9%) per annum or the maximum rate permitted by applicable law, whichever is greater, from the due date until paid. All funds received by Carggo for past due Shipment Fees will be applied to the oldest outstanding invoice. Upon receipt of payment in full for all Shipment Fees related to a Shipment, the Shipper will receive a notification indicating Shipment Fees for that Shipment are paid in full. This notification is the Shipper’s electronic receipt. Shipper shall save all electronic receipts and maintain them in accordance with all applicable obligations.
Shipper agrees to immediately notify Carggo of any change in billing address or other information entered by the Shipper and used for payment hereunder. If Carggo processes a check from Shipper’s bank account, the Shipper’s check may be converted into an electronic check and presented immediately via the Automated Clearing House system. In the event a check is subsequently returned for insufficient funds, Shipper agrees that Carggo may add a returned-check fee of twenty-five dollars ($25.00) to the amount of the returned check and take any action available at law or in equity to collect such full amount. SHIPPER AGREES TO PAY THE RETURNED-CHECK FEE, THE INITIAL AMOUNT AND ANY COLLECTION CHARGES CARGGO MAY INCUR. In the event Shipper contends an unauthorized charge has occurred, Shipper should consult its bank or credit services provider for rules regarding refunds and reversals. Carggo complies with all applicable laws regarding refunds for unauthorized charges. When a charge occurs, Carggo will provide notice.
Shipper agrees not to circumvent payments for accepted, confirmed and/or completed Shipments in any way. All payments shall be in U.S. dollars. In the event Carggo is unable to collect all Shipment Fees from Shipper due to insufficient funds, Shipper shall be liable for all costs and expenses incurred by Carggo in connection with collection of the Shipment Fees, including costs and expenses of a third-party collection agency, interest and attorneys’ fees. Shipment Fees are non-refundable. Shipper agrees it is responsible for the collection and/or payment of all Taxes (defined below), which Shipper may be liable for in any jurisdiction arising from Shipper’s use of the Services. Carggo is not responsible for collecting, reporting, paying, or remitting to Shipper any such Taxes. “Taxes” are any applicable duties, sales taxes, GST, VAT or other taxes, which may be levied in respect of a transaction contemplated by this Agreement.
For each Shipment, Carggo will pay Carrier the price listed to Carrier when Carrier accepted the Shipment (“Carrier Fee”). Carrier is entitled to its Carrier Fee only after completion of the Shipment, and the payment order to Carrier will be put in place up to thirty (30) calendar days after Carggo’s receipt of the Proof of Delivery in accordance with this Agreement (it may take up to 5 business days for Carrier to receive the money due to third party payment processing). If Shipper notifies Carggo electronically, prior to payment to Carrier of the Carrier Fee, that Shipper is in a dispute with Carrier over delay in delivery of or loss, damage, or shortage to the Shipment, supported by notation on the Proof of Delivery or delivery receipt uploaded to the Services, and Shipper requests Carggo not to pay the Carrier Fee until the dispute is resolved, Carggo will withhold such payment for up to sixty (60) days from the completion of the Shipment to allow the parties time to resolve their dispute. After honoring such request, Carggo will pay the Carrier Fee immediately after either it receives electronic instruction from Shipper to do so or the sixty (60)-day dispute resolution period has expired without receiving such instruction, whichever occurs first. If the Shipper instructs Carggo not to pay the Carrier, to pay an amount other than the Carrier Fee, or to extend the dispute resolution period, upon receipt by Carggo of evidence of such joint agreement between the Shipper and Carrier as to such payment or extension, Carggo shall pay the Carrier or extend the dispute resolution period, as applicable.
C. Additional General Payment Terms
A. Carrier Freight Loss Or Damage
Carrier agrees to assume full liability for the prompt, safe transportation of all Shipments under this Agreement, including compliance with applicable temperature requirements. Carrier agrees to be responsible for all loss, damage, delay, destruction, theft or liability of whatever nature arising from the Transportation Services in accordance with the applicable provisions of the Carmack Amendment to the Interstate Commerce Act, 49 U.S.C. § 14706. Carrier’s liability to Shipper and to any involved consignor or consignee shall be the full invoice value of the goods transported, without limitation. Carrier shall not be liable for incidental, special, or consequential damages resulting from or related to loss, damage, or delay of any Shipment or its cargo. Signatures on Bills of Lading or receipts issued by Carrier shall not constitute Shipper’s written acceptance of Carrier’s liability limitations or other changes in these terms and conditions, whether appearing in Carrier’s bill of lading or tariffs or on its website. Carrier and Shipper agree that pursuant to 49 U.S.C. § 14101(b) Carrier expressly waives all rights and remedies under Title 49 of the U.S. Code that conflict with the terms and conditions of this User Agreement.
B. Cargo Loading, Unloading And Securement
Shipper is solely responsible for loading, unloading, and securing cargo it transports under this Agreement, unless Shipper expressly requires Carrier to do so and indicated accordingly when it booked the Shipment, and Shipper pays Carrier the corresponding costs and fees, if any.
C. Cargo Claims Filing
In the event of loss, damage, or delay, Shipper shall file a claim directly with Carrier – and not with Carggo – within nine (9) months of delivery, and Carrier shall settle or otherwise dispose of such claim, granting or denying the claim in whole or in part, within sixty (60) days of receipt of the claim. Carrier hereby assumes all other terms and conditions set forth in 49 U.S.C. § 14706. Shipper must commence any lawsuit arising from such claim within eighteen (18) months from disallowance or denial of all or any part of such claim. Carrier shall not dispose of damaged or rejected product without the prior written consent of Shipper.VII. Electronic Bills Of Lading
As indicated above, Shippers and Carriers may generate a Bill of Lading document and number using the form Bill of Lading on the Website in lieu of preparing a paper document of their own. They also may upload their own Bills of Lading. They may elect to collect signatures electronically for pick-up and delivery of loads. Carggo is not responsible for either the accuracy of the Bill of Lading form used or the legal enforceability of the document, whether the paper version or the electronic version. Shippers and Carriers are cautioned to use this electronic functionality carefully and to read the BILL OF LADING CONTRACT TERMS AND CONDITIONS carefully to better understand their rights and liabilities.
Regardless of which form of Bill of Lading the parties use, if there are any inconsistencies between the terms and conditions of that Bill of Lading and those of this Agreement, the terms and conditions of this Agreement shall govern.VIII. Security
User agrees and understands that it is responsible for maintaining the confidentiality of passwords associated with any account it uses to access the Services. Accordingly, User agrees that it is solely responsible to Carggo for all activities occurring under its Carggo account. If User becomes aware of any unauthorized use of its password or of its account, it agrees to notify Carggo immediately.
Subject to the terms of this Agreement, Carggo grants User a non-transferable, non-exclusive, license to use the Website for its internal business use during the term of this Agreement.
B. Carrier App
Subject to the terms of this Agreement, Carggo grants User a non-transferable, non-exclusive, license to install and use the Carrier App, in executable object code format only, solely on User’s own handheld mobile device and for its internal business use during the term of this Agreement.
C. Certain Restrictions
The rights granted to User in this Agreement are subject to the following restrictions: (i) User shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ii) User shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (iii) User shall not access the Services in order to build a similar or competitive service; and (iv) except as expressly stated herein, User may not copy, reproduce, distribute, republish, download, display, post, or transmit in any form or by any means any part of the Services. All future releases, updates, and other additions to the functionality of the Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Services content must be retained on all copies thereof.
D. Limited Support
Users may contact Carggo’s technical support center for any support-related issues arising from the use of the Services by following the instructions on the Services.
E. App Stores
User acknowledges and agrees that the availability of the Carrier App is dependent on the third party from which it received the Carrier App (“App Store”). User acknowledges that this Agreement is between it and Carggo and not with the App Store. Each App Store may have its own terms and conditions to which User must agree before downloading the Carrier App. User agrees to comply with, and its license to use the Carrier App is conditioned upon its compliance with, all applicable terms and conditions set by the applicable App Store.X. Ownership
Excluding its User Content, defined below, User acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services are owned by Carggo or Carggo’s licensors. The provision of the Services does not transfer to User or any third party any rights, title, or interest in or to such intellectual property rights. Carggo and its suppliers reserve all rights not granted in this Agreement.
Carggo reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. User agrees that Carggo will not be liable to User or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. See below for additional terms governing revisions.
If User provides Carggo any feedback, suggestions, bug reports, system errors, and other information or ideas regarding the Services (“Feedback”), User hereby assigns to Carggo all rights in the Feedback and agrees that Carggo shall have the right to act upon and use such Feedback and related information in any manner it deems appropriate. Carggo will treat any Feedback User provides to Carggo as non-confidential and non-proprietary. User agrees that it will not submit any information or ideas to Carggo that it considers confidential or proprietary.XI. User Content
A. User Content
“User Content” means all information, data, and other content a User submits to or uses with the Services. User Content includes the information provided in a Shipment request or acceptance. Each User is solely responsible for its User Content. User assumes all risks associated with use of its User Content, including any reliance by others on its accuracy, completeness, or usefulness, or any disclosure of its own User Content that makes that User or any third party personally identifiable. Each User hereby represents and warrants that its User Content does not violate the Acceptable Use Policy, defined below. To avoid doubt, User Content may include third-party content that User submits. User agrees not to submit third-party content unless it has the consent of the applicable third-party owner of such content. User may not state or imply that its User Content is in any way provided, sponsored, or endorsed by Carggo. Because each User alone is responsible for its User Content (and not Carggo), User may be exposed to liability if, for example, its User Content violates the Acceptable Use Policy. Because Carggo does not control User Content, User acknowledges and agrees that Carggo is not responsible for any User Content, and Carggo makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Content and assumes no responsibility for any User Content or any reliance upon it.
B. User Content License
User grants, and it represents and warrants that it has the right to grant, to Carggo an irrevocable, nonexclusive, royalty-free and fully paid, sub-licensable, worldwide license, to use User’s User Content solely for the purposes of including its User Content in the Services and to create Anonymous Data. All rights in and to the User Content not expressly granted to Carggo in this Agreement are reserved by User.
C. Creation Of Anonymous Data
Carggo may create anonymous data records (“Anonymous Data”) from User’s User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to any User. Carggo may use and disclose Anonymous Data for any purpose, including to improve the Services.
D. Certain Disclosures
Carggo may share User’s User Content (i) with Carggo’s third-party service providers; (ii) with the acquiring company if another company acquires User’s company, business, or its assets, including through bankruptcy; and (iii) to comply with relevant laws, to respond to served subpoenas or warrants, to protect or defend Carggo or its User’s rights or property, and/or to investigate or assist in preventing any violation or potential violation of the law or this Agreement.XII. Acceptable Use Policy
Subject to the provisions of this section, this Agreement will remain in full force and effect while as User you use the Services. Carggo may at any time in its sole discretion terminate this Agreement with User if (i) User has breached any provision of this Agreement (or has acted in a manner that objectively shows that User does not intend to, or is unable to, comply with this Agreement); (ii) any representation or warranty made by the User was untrue, inaccurate or misleading at the time this Agreement was entered into; (iii) Carggo is required to do so by law (for example, where the provision of the Services is, or becomes, unlawful); (iv) Carggo has elected to discontinue the Services as described above; or (v) Carggo deems, in its sole discretion, that User’s performance as a Shipper or Carrier is poor and may adversely affect the credibility or effectiveness of the Services. Where Carggo terminates this Agreement with the User on the basis of (i), (ii) or (v), above, Carggo shall provide the User with details regarding the reasoning behind the termination but shall have no obligation to re-instate the Agreement should the User provide an explanation for its conduct. Upon termination of this Agreement, User’s account and right to access and use the Services will terminate immediately. Where a Shipment is in progress at the time of termination, the Shipper and Carrier shall complete the Shipment, as applicable, and the User who’s Agreement has been terminated shall send any documents related to such Shipment to Carggo directly, at the email provided in the contact information section below and the Shipper shall remain responsible for payment to Carggo for such Shipment and Carggo shall remain responsible for payment to the Carrier for such Shipment. Carggo will have no liability whatsoever to User for any termination of this Agreement, including for termination of User’s account or deletion of its User Content. Following termination of this Agreement sections (IX) – Licenses to (XX) - General of this Agreement will remain in effect.XIII. Indemnity
In addition to other indemnities expressly provided in this Agreement, each User agrees to defend, indemnify, including for costs and attorneys’ fees, and hold Carggo, its parent company Carggo Inc., its affiliates as well as its and their officers, directors, shareholders, employees, contractors, agents, successors and assigns (collectively, the “Carggo Group”), harmless, from and against any claim, action, demand, loss, and expense (including costs and reasonable legal fees) (each, a “Claim”), made or suffered by any third party due to or arising out of User’s (i) use of the Services; (ii) User Content; (iii) interaction with any other User; (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) User’s shipment contents (if you are a Shipper) or User’s transportation shipment services (if you are a Carrier), to the extent such claim or demand does not result entirely from the negligence or willful misconduct of Carggo Group. Carggo reserves the right, at User’s expense, to assume the exclusive defense and control of any matter for which User is required to indemnify Carggo Group, and User agrees to cooperate with Carggo’s defense of these claims. User agrees not to settle any matter without the prior written consent of Carggo. Carggo will use reasonable efforts to notify User of any such claim, action, or proceeding upon becoming aware of it.XV. Disclaimers And Release
CARGGO MAKES EVERY REASONABLE EFFORT TO KEEP ITS CARGGO PLATFORM UP, BUG-FREE, AND SAFE, BUT ALL USERS USE IT AT THEIR OWN RISK. THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND CARGGO (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. CARGGO (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CARGGO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
CARGGO USES TECHNOLOGY TO CONNECT SHIPPERS AND CARRIERS, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SHIPPING OR TRANSPORTATION SERVICES AS A CARRIER, COURIER OR SHIPPER. IT IS UP TO THE THIRD-PARTY CARRIER TO PROVIDE SHIPPING AND TRANSPORTATION SERVICES WHICH MAY BE SCHEDULED THROUGH THE USE OF THE SERVICES. CARGGO HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SHIPPING OR TRANSPORTATION SERVICES PROVIDED TO SHIPPERS BY SUCH THIRD-PARTY CARRIERS. CARRIERS SHALL NOT BE DEEMED TO BE SUBCONTRACTORS OR EMPLOYEES OF CARGGO FOR ANY REASON. CARRIER IS AND SHALL REMAIN AT ALL TIMES AN INDEPENDENT CONTRACTOR WITH RESPECT TO CARGGO AND THE SERVICES PROVIDED UNDER THIS AGREEMENT. NOTHING IN THE AGREEMENT OR ANY SHIPPING DOCUMENT SHALL BE CONSTRUED TO CREATE A LEGAL PARTNERSHIP OR JOINT VENTURE BETWEEN ANY OF THE PARTIES. AS AN INDEPENDENT CONTRACTOR, CARRIER ASSUMES FULL RESPONSIBILITY FOR THE PAYMENT OF ALL TAXES, INSURANCE, PENSION AND RELATED MATTERS APPLICABLE TO ITS EMPLOYEES. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS AGREEMENT IS NONEXCLUSIVE AND SHALL NOT BE INTERPRETED TO LIMIT ANY PARTY’S RIGHT TO OBTAIN PRODUCTS OR SERVICES FROM OTHER SOURCES.
DRIVING WHILE USING CELL OR SMART PHONES IS DANGEROUS AND IS AGAINST THE LAW IN MANY JURISDICTIONS. DO NOT USE THE CARRIER APP WHILE DRIVING. IF YOU USE THE CARRIER APP WHILE DRIVING, USER DOES SO AT ITS OWN RISK.
CARGGO DOES NOT ASSESS THE SUITABILITY, LEGALITY, REGULATORY COMPLIANCE, QUALITY, OR ABILITY OF ANY CARRIER, SHIPPER, SHIPPED ITEMS, AND SHIPPING OR TRANSPORTATION SERVICES SCHEDULED THROUGH THE USE OF THE SERVICES, AND CARGGO MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE FOREGOING. BY USING THE SERVICES, USER OR THE SHIPMENTS MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE, OR OTHERWISE OBJECTIONABLE. USERS USE THE SERVICES AT THEIR OWN RISK. USERS’ INTERACTIONS WITH OTHER USERS AND THIRD PARTIES ARE SOLELY BETWEEN THOSE USERS AND SUCH USER OR THIRD PARTY. USER AGREES THAT CARGGO WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS. IF THERE IS A DISPUTE BETWEEN YOU AS A USER AND ANY OTHER USER OR THIRD-PARTY, CARGGO IS UNDER NO OBLIGATION TO BECOME INVOLVED.
USER HEREBY WAIVES AND RELEASES CARGGO AND ITS SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY “CARGGO/SUPPLIER GROUP”) FROM, AND HEREBY WAIVES AND RELINQUISHES, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), LOSS, OR EXPENSE INCLUDING REASONABLE LEGAL FEES, (EACH, A “CLAIM”) ARISING FROM (i) USER’S USE OF THE SERVICES; (II) USER CONTENT; (III) INTERACTION WITH ANY OTHER USER; (IV) VIOLATION OF THIS AGREEMENT; (V) VIOLATION OF APPLICABLE LAWS OR REGULATIONS; OR (VI) USER’S SHIPMENT CONTENTS (IF YOU ARE A SHIPPER) OR USER’S TRANSPORTATION SHIPMENT SERVICES (IF YOU ARE A CARRIER), OR IN ANY WAY RELATED TO OTHER USERS OR THIRD PARTIES, TO THE EXTENT SUCH CLAIM DOES NOT RESULT ENTIRELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CARGGO/SUPPLIER GROUP. IF YOU AS A USER ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. ACCORDINGLY, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.XVI. Limitation On Liability
IN NO EVENT SHALL THE CARGGO/SUPPLIER GROUP BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR USER’S USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF CARGGO HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CARGGO/SUPPLIER GROUP’S LIABILITY TO USER FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY DOLLARS ($50) OR (B) THE AGGREGATE OF THE AMOUNTS USER HAS PAID CARGGO IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AS A USER, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.XVII. Third-Party Sites And Ads
The Services might contain links to third-party websites, services, and advertisements for third parties (collectively, “Third-Party Sites & Ads”). These Third-Party Sites & Ads are not under the control of Carggo, and Carggo is not responsible for any Third-Party Sites & Ads. Carggo provides these Third-Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. Users use all Third-Party Sites & Ads at their own risk. When User links to a Third-Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. User should make whatever investigation User feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Sites & Ads.XVIII. Copyright and Personal Information Policies
A. Copyright Policy
Carggo respects the intellectual property of others and asks all Users of its Services do the same. In connection with the Services, Carggo has adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users that are repeat infringers of intellectual property rights, including copyrights. If you as a User believe that one of Carggo’s Users is, through the use of the Services, unlawfully infringing the copyright(s) in a work and wish to have the allegedly infringing material removed, the following information in the form of a written notification, pursuant to 17 U.S.C. § 512(c), must be provided to Carggo’s designated Copyright Agent:
B. Personal Information Privacy
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorney’s fees Carggo incurs in connection with the written notification and allegation of copyright infringement.XIX. Apple App Store Additional Terms And Conditions
The following additional terms and conditions apply to you as a User if you are using a Carrier App from the Apple App Store. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this section, the more restrictive or conflicting terms and conditions in this section apply, but solely with respect to mobile apps from the Apple App Store.
Carggo and you as a User acknowledge that this Agreement is concluded between Carggo and you only, and not with Apple, and that Carggo, not Apple, is solely responsible for the Carrier App and the content thereof. To the extent this Agreement provides for usage rules for the Carrier App that are less restrictive than the Usage Rules set forth for the Carrier App in the App Store Terms of Service, or is otherwise in conflict with those Terms of Service, the more restrictive or conflicting Apple term applies.
B. Scope of License
The license granted to you as a User for the Carrier App is limited to a nontransferable license to use the Carrier App on an iOS Product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
C. Maintenance and Support
Carggo is solely responsible for providing any maintenance and support services with respect to the Carrier App, as specified in this Agreement (if any), or as required under applicable law. Carggo and you as User acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Carrier App.
Carggo is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Carrier App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Carrier App to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Carrier App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Carggo’s sole responsibility.
E. Product Claims
Carggo and you as a User acknowledge that Carggo, not Apple, is responsible for addressing any claims of you or any third party relating to the Carrier App or your possession and/or use of the Carrier App, including, but not limited to: (i) product liability claims; (ii) any claim that the Carrier App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit Carggo’s liability to you beyond what is permitted by applicable law.
F. Intellectual Property Rights
Carggo and you as a User acknowledge that, in the event of any third party claim that the Carrier App or your possession and use of the Carrier App infringes that third party’s intellectual property rights, as between Carggo and Apple, Carggo, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
G. Legal Compliance
You as User represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
H. Developer Name And Address
Carggo’s contact information for any end-user questions, complaints, or claims with respect to the Carrier App is set forth herein.
I. Third-Party Terms Of Agreement
You as User must comply with applicable third-party terms of agreement when using the Carrier App.
J. Third-Party Beneficiary
Carggo and you as User acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.XX. General
A. Changes To This Agreement
This Agreement is subject to occasional revision by Carggo, and if Carggo makes any material changes, it will attempt to notify you as a User by providing you an option to accept the new terms before your next use of the Services or by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on the Services. Any changes to this Agreement will be effective upon the earlier of (i) the date you accept the new terms or (ii) thirty (30) calendar days following Carggo’s transmission of an e-mail notice to you (if applicable) or (iii) thirty (30) calendar days following Carggo’s posting of notice of the changes on the Services. These changes will be effective immediately for new Users of the Services. As a User, you are responsible for providing Carggo with your most current e-mail address. In the event the last e-mail address you provided Carggo is not valid, or for any reason is not capable of delivering to you the notice described above, Carggo’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Your continued use of the Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
B. Dispute Resolution
Any claim, cause of action, or dispute (claim) that you as a User has with Carggo arising out of or relating to this Agreement must be brought exclusively in a state or federal court located in the State of Illinois. The laws of the State of Illinois will govern this Agreement, as well as any claim that might arise between you and Carggo, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Chicago, IL for the purpose of litigating all such claims.
C. Force Majeure
Any delay in the performance of any duties or obligations of any party to this Agreement (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party.
D. Entire Agreement
This Agreement constitutes the entire agreement between you as User and Carggo regarding the use of the Services. Carggo’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts.
This Agreement, and your rights and obligations herein as User, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Carggo’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
You as User hereby grant Carggo permission to identify you as a customer of Carggo or user of its Services and to reproduce your name and logo on the Website and in any other marketing materials during the term of this Agreement.
If there is any conflict or inconsistency between the terms and conditions set forth in this Agreement and the terms set forth in any Bill of Lading, Proof of Delivery, or any other shipping form, notation, sticker, tariff, or website, the terms and conditions of this Agreement shall control over such terms.
H. Copyright/Trademark Information
All trademarks, logos, and service marks (“Marks”) displayed on the Services are Carggo’s property or the property of other third parties. You as User are not permitted to use these Marks without Carggo’s prior written consent or the consent of such third party, which may own the Marks.
I. Electronic Communications
The communications between you and Carggo use electronic means, whether you use the Services or send Carggo e-mails, or whether Carggo posts notices on the Services or communicates with you via e-mail. For contractual purposes, you as User (i) consent to receive communications from Carggo in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Carggo provides to you as User electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
J. Contact Information
1315 Macom Drive, Suite 104
Naperville, IL 60564
Last updated: August 5, 2019