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”)(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 “party” and collectively, “parties”) the Services to assist with the transportation of a load or shipment (the “Shipment”).
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.
1. Description of Services
a) In General
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.
NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY CARGGO IS A SHIPPER, FREIGHT FORWARDER OR MOTOR CARRIER, OR THAT CARGGO IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A SHIPPER, FREIGHT FORWARDER OR MOTOR CARRIER.
b) Guaranteed Shipping Price and Carrier Fee Paid Upon Cancellation
Except as otherwise provided below in this section, Shippers that utilize Carggo’s Services will receive a
Carggo guaranteed shipping price if:
Carggo will provide Shippers with an indicative shipping price estimate when a Shipment is booked before
or after the Price Guarantee Period. If a Shipment is booked within the Price Guarantee Period, Carggo
will provide the Shipper with an offer to accept services at the guaranteed shipping price. Any Shipment
booked through the Services less than twenty-four (24) hours prior to pick-up will receive an indicative
shipping price until Carggo can confirm the shipping rate. Carggo’s guaranteed price does not include
accessorial charges which must be paid by the Shipper. In exchange for Carggo’s price guarantee, the
Shipper agrees to pay Carggo a cancellation charge1 for any cancelled Shipment. If a Shipper incurs and
subsequently pays a cancellation charge to Carggo, Carggo shall provide the corresponding Carrier
contracted to transport the Shipment, if any, with a fee for the cancellation. The guaranteed shipping
price set out in a Shipper Rate Confirmation will be revised as set out in any subsequently issued Shipper
Rate Confirmation. The subsequently issued Shipper Rate Confirmation shall amend the original and
reflect any additional charges or changed Shipment details agreed directly between Shipper and Carrier,
2. Description of Process for Services
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.
b) 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.
c) 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.
3. 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:
4. Shipper Responsibilities
a) Shipper General Representations and Warranties
Shipper hereby represents and warrants it:
b) Cargo Securement
Shipper shall bear the maximum responsibility allowed by law to review and accept or decline the
Carrier’s trailer for cleanliness, odor, leaks, dirt or other conditions that may be unacceptable to Shipper
If a trailer or any equipment is unacceptable, it is Shipper’s responsibility to refuse loading of the trailer
for Shipment. In such event, Shipper may notify Carggo immediately and request alternative
arrangements. Shipper should ensure in coordination with Carrier that adequate blocking, bracing and
packaging for the safe stowage of cargo is used. Shipper hereby acknowledges that Carggo will never be
in possession of any cargo being transported in connection with use of the Services and that Carggo will
not be responsible or have any role in the securement of cargo for transportation of the Shipment.
During the term of this Agreement, and for a period of one (1) year from such time that your account is
terminated or expires, Shipper shall neither initiate nor accept any direct or indirect business relationship
with any Carrier to which Shipper was introduced by use of the Services, or in connection with use of the
Services. Shipper understands that any such Carrier will offer and provide transportation services to it
exclusively through the Services unless otherwise agreed by Carggo in writing. Shipper’s obligation in this
regard extends to instances where the Carrier contacts Shipper and seeks to establish a business
relationship that does not include Carggo. If Shipper books or otherwise makes available any direct or
indirect business relationship with any Carrier that was first introduced to you by Carggo in violation of
this Agreement, you acknowledge and agree to be held jointly and severally liable with the Carrier to
Carggo for each such violation in an amount equal to thirty percent (30%) of all revenues invoiced by
Carrier to you along with interest and any costs that may be associated with Carggo’s collection efforts
including attorneys’ fees and court costs. Shipper specifically authorizes Carggo or its agents to review
your books and records necessary to ensure compliance with your obligations set forth in this provision.
d) Shipper Indemnification
Shipper agrees to defend, indemnify and hold harmless Carggo, its affiliates, licensors and service
providers, and its and their respective officers, employees, contractors, agents, licensors, suppliers,
successors and assigns (the “Carggo Indemnified Parties”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) made
by any party due to, arising out of or relating to Shipper’s or its agents:
Carggo reserves the right, at Shipper’s expense, to assume the exclusive defense and control of any
matter for which Shipper is required to indemnify Carggo, and Shipper agrees to cooperate with Carggo’s
defense of these claims. Shipper agrees not to settle any matter without Carggo’s prior written consent.
Carggo will use reasonable efforts to notify Shipper of any such claim, action or proceeding upon
becoming aware of it.
e) Carrier Selection
Carggo has established and follows written procedures to evaluate Carriers use of the Services. Carggo
continues to evaluate certain Carriers at certain intervals, as set forth by Carggo’s internal risk
management and Carrier selection policies, which may be amended from time to time with or without
notice to Carriers or Shippers. However, Carggo is not responsible in any way for the acts and/or
omissions of Carriers or their drivers.
f) Claims for Cargo Loss or Damage
Shipper is hereby advised for informational purposes that a Carrier’s liability for lost, destroyed damaged
or delayed cargo in interstate and international transit generally is defined by 14 USC §14706 and by
comparable state common law for intrastate transit. A Carrier may impose time limits for filing of loss
and damage claims, as well as for filing any action at law for cargo loss or damage as provided by 49 USC
§14706. Carggo recommends Shippers consult with a qualified attorney regarding any action Shipper
might wish to pursue against a Carrier based on lost, damaged, delayed or destroyed cargo.
g) Value-Added Cargo Claim Service
Carggo may from time to time and in its sole discretion engage third-party service providers to present
Shippers and Carriers with the opportunity to access full-service freight claim management as a valueadded
service. Shippers and Carriers understand and agree that Carggo offers value-added claims
services through third-party service providers in its sole discretion and notwithstanding such providers
participation in or assistance with any cargo claim. Shippers and Carriers also understand and agree
Carggo is not responsible or liable in any way for any cargo loss or any loss or damage related to any
cargo loss, or delay in providing any claim or information to the Carrier whether directly or indirectly.
Carggo offers Shippers and Carriers claims assistance through its cooperation with third-party service
providers on an “as-is” and “as available” basis and Shippers and Carriers take full responsibility and
liability for using all services of those providers. Carriers and Shippers should carefully review the terms
and conditions of the third-party service providers prior to utilizing their services. Carggo reserves the
right to discontinue its engagement with any third-party service provider or replace it with another provider of similar services in its sole discretion and upon any replacement of any third-party service
provider with another provider, the subsequent provider shall be covered by the terms herein.
h) Payment Terms
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
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
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.
i) Limitation of Liability for Cargo Losses and Related Costs
Shipper acknowledges and agrees that the Carrier is primarily liable for cargo loss and/or damage and
Carggo is not liable in any respect for the acts or omissions of the Carrier. Other than as specifically agreed
in writing executed by both the Shipper and Carggo, Carggo’s sole liability with respect to damages related
to cargo losses and costs related thereto, whether due to unreasonable delay or otherwise and to the
extent proven in a court or arbitration decision, that are directly caused by the willful misconduct of
Carggo. Irrespective to any other provision of this Agreement, the Services or any documents referred to
therein, Carggo’s maximum liability for damages related to cargo losses and costs related thereto
(including any reasonable and documented attorneys’ costs) shall in no event exceed the lesser of:
5. Carrier Responsibilities
a) Carrier General Representations and Warranties
Carrier hereby represents, warrants and covenants that:
During the term of this Agreement, and for a period of one (1) year from such time that Carrier ‘s account
is terminated or expires, Carrier shall neither initiate nor accept any direct or indirect business
relationship outside of the Services from any Shipper to which Carrier was introduced by use of the
Services, or in connection with use of the Services. If Carrier books or otherwise arranges any direct or
indirect business relationship with any Shipper with respect to motor carrier services that was first
introduced to Carrier by Carggo in violation of this Agreement, Carrier acknowledges and agrees to be
held jointly and severally liable with the Shipper to Carggo for each such violation in an amount equal to
thirty percent (30%) of all revenues invoiced by Carrier to the Shipper along with interest and any costs
that may be associated with Carggo’s collection efforts including attorneys’ fees and court costs. Carrier
specifically authorizes Carggo, or its agents, to review the Carrier’s books and records necessary to
ensure compliance with Carrier’s obligations set forth in this provision.
c) Acceptance of Liability
Carrier hereby represents, warrants and covenants that it is solely responsible for any and all liability
which results or is alleged as a result of the services Carrier provides under this Agreement, including, but
not limited to, property damage, cargo loss, damages or delay, personal injury and death (including, but
not limited to, liabilities related to Carrier’s own property and employees). Carrier’s liability in all cases
shall be as a motor carrier. Carrier’s liability is for the full amount of any such loss, damage, cost or other
liabilities, irrespective of Carrier’s insurance limits.
Carrier agrees to defend, indemnify, hold harmless and/or make whole the Carggo Indemnified Parties
from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees
(including reasonable attorneys’ fees) made by any party due to, arising out of or relating to Carrier’s or
its drivers’, employees’ or other agents’:
This indemnification applies regardless of any provisions in separate contracts between Carggo and thirdparties.
Carrier also hereby waives any claims or demands by Carrier against Carggo related to any costs,
losses, expenses or liability arising from the above-listed actions by Carrier, its employees or agents.
d) Carrier Payment Remittance
For each Shipment, Carggo will pay Carrier the fee stated in the Carrier Rate Confirmation only after
delivery of the Shipment and after the Carrier properly transmits the POD to Carggo through the Services.
Confirmation of any additional charges proposed by Carrier and not included in the Carrier Rate
Confirmation must be properly submitted to Carggo for consideration within twenty-four (24) hours of
delivery. Carrier understands and acknowledges that it waives any and all rights to seek and/or recover
any additional proposed charges if Carrier fails to submit confirmation of said charges to Carggo within
twenty-four (24) hours of delivery. Carrier agrees to look solely to Carggo for payment of its fee due and
owing and further agrees its sole recourse in the event of non-payment shall be against Carggo and not
against Shipper, the consignee, or any third-party payor. Carrier hereby waives any and all claims
(including a claim of any lien over a Shipment) it may have against Shippers, consignees or any third-party
payor for payment of charges for motor carrier services Carrier renders hereunder. This undertaking shall
survive the termination of this Agreement and Carrier shall not claim, and hereby waives any right to
claim, any lien in any Shipment.
Carrier agrees that any BOL, POD, receipt, term and condition sheet or other documentation issued by
the Carrier or any consignee (whether signed) shall not constitute Carggo’s written acceptance of Carrier’s
liability limitation via exclusions or otherwise. In the event of a conflict with the terms on any BOL, POD,
receipt, term and condition sheet or other documentation issued by the Carrier or any consignee with the
terms and conditions of this Agreement, the Motor Carrier Agreement or other policies and agreements
of Carggo, then the terms of this Agreement, the Motor Carrier Agreement or other policies and
agreements of Carggo shall govern.
6. Carggo’s Insurance
Carggo agrees to maintain, at its own expense and always, at least the following insurance coverage
Upon request, Carggo may procure insurance coverage amounts that exceed these limits, and the
evidence of such coverage shall be in the form of an insurance certificate provided to Shipper on request.
Carggo’s contingent cargo insurance is subject to the terms, conditions and certain limitations and/or
exclusions contained in the policy, and the terms, conditions and requirements as outlined within this
Agreement, which are subject to change at any time. The existence of Carggo’s contingent cargo
insurance in no way shifts or places any legal or contractual liability on Carggo, nor does it exonerate the
Carrier’s obligations and liabilities.
7. Accessing the Services and Account Security
You are responsible for:
It is a condition of your use of the Services that all the information you provide on the Services is correct,
current and complete. You agree that all information you provide to register with the Services or
otherwise including, but not limited to, using any interactive features on the Services, is governed by this
Agreement and all documents incorporated by reference herein and you consent to all actions Carggo
takes with respect to your information.
If you choose, or are provided with, a User name, password or any other piece of information as part of
our security procedures, you must treat such information as confidential, and you must not disclose it to
any other person or entity. You also acknowledge that your account is personal to you and agree not to
provide any other person with access to the Services or portions of it using your User name, password or
other security information. You agree to notify Carggo immediately of any unauthorized access to or use
of your User name or password or any other breach of security. You also agree to ensure that you exit
from your account at the end of each session. You should use caution when accessing your account from
a public or shared computer so that others are not able to view or record your password or other personal
Carggo has the right to disable any User name, password or other identifier, whether chosen by you or
provided by Carggo, at any time in Carggo’s sole discretion for any or no reason, including if, in Carggo’s
opinion, you have violated any provision of this Agreement.
8. Intellectual Property Rights
The Services and their entire contents, features and functionality (including but not limited to all
information, software, text, displays, images, video and audio, and the design, selection and arrangement
thereof), are owned by Carggo, its licensors or other providers of such material and are protected by U.S.
and international copyright, trademark, patent, trade secret and other intellectual property or proprietary
rights laws. Neither the terms of this Agreement nor your use of the Services conveys or grant to you any
CARGGO, CARGGO.COM and other graphics, logos, page headers, button icons, scripts, and service names
are trademarks (including trade dress) of Carggo in the U.S. and other countries, regardless of whether
the marks are registered. The trademarks of Carggo may not be used in connection with any product
and/or service in any manner that is likely to cause confusion among actual or potential customers or that
disparages or discredits Carggo. All trademarks not owned by Carggo that are accessible through the
Services are the property of their respective owners, who may or may not be affiliated with, connected
to, endorsed, or sponsored by Carggo. Carggo does not have any authority to permit you to use, in any
way, any trademarks not owned by Carggo.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform,
republish, download, store or transmit any of the material on our Services, except as follows:
You must not:
If you print, copy, modify, download or otherwise use or provide any other person with access to any part
of the Services in breach of this Agreement, your right to use the Services will cease immediately and you
must, at Carggo’s option, return or destroy any copies of the materials you have made. No right, title or
interest in or to the Services or any content on the Services is transferred to you, and all rights not
expressly granted are reserved by Carggo. Any use of the Services not expressly permitted by this
Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.
9. DMCA Notice
If you are a copyright owner, or an agent thereof, and believe any content on the Services infringes upon
your copyrights, you may submit a notification of claimed infringement under the Digital Millennium
Copyright Act (“DMCA”) by providing notice to Carggo at the address listed in section 26 below containing
the following information:
You acknowledge that if you fail to comply with all the above requirements your DMCA notice may not be
valid and we may not be able to remove infringing content.
10. Mobile Services
The Services may include certain features and services that may be available via cellular phone or other
mobile device including, without limitation:
Carggo may or may not charge for Mobile Services. Your carrier's normal messaging, data and other rates
and fees will, however, still apply. Your carrier may prohibit or restrict certain Mobile Services and certain
Mobile Services may be incompatible with your carrier, cellular phone or other mobile device. You should
check with your carrier to find out what plans are available and how much they cost. By using the Mobile
Services, you agree that Carggo and its third-party service providers may communicate with you by SMS,
MMS, text message or other electronic means to cellular phone or other mobile device and that certain
information related to the Services and Mobile Services will be communicated to Carggo. You hereby
acknowledge and agree Carggo may collect and utilize that information in accordance with Carggo’s
11. Prohibited Uses
You may use the Services only for lawful purposes and in accordance with the terms of this Agreement.
You agree not to use the Services:
Additionally, you agree not to:
12. Links from the Services
If the Services contain links to other sites and resources provided by third-parties, these links are provided
for your convenience only. This includes links contained in advertisements and sponsored links. Carggo
has no control over the contents of those sites or resources and accepts no responsibility for them or for
any loss or damage that may arise from your use of them. If you decide to access or utilize any third-party
site or service linked to the Services, you do so entirely at your own risk and subject to the terms and
conditions of use for such site or service.
Carggo may require or allow you to download software, software updates or patches, or other utilities
and tools onto your computer, cellular phone or other device (“Carggo Software”). Carggo grants to you
a non-exclusive, revocable, non-sublicensable, non-transferable, limited license to use Carggo Software
solely for the purpose stated by Carggo at the time the Carggo Software is made available to you and in
accordance with this Agreement. Your use of the Carggo Software may be subject to the terms of an enduser
license agreement. You may not sublicense, or charge others to use or access Carggo Software. You
may not translate, reverse-engineer, reverse-compile or decompile, disassemble or make derivative works
from Carggo Software. You may not modify Carggo Software or use it in any way not expressly authorized
in writing by Carggo. You understand Carggo’s introduction of various technologies may not be consistent
across all platforms and that the performance of Carggo Software and related Services may vary
depending on your computer, cellular phone or other device. From time to time, Carggo may provide
you with updates or modifications to Carggo Software. You understand that certain updates and
modifications may be required to continue use of Carggo Software and/or the Services.
14. Updates to Carggo Software, Mobile Services and the Services
Carggo may find it necessary to update or reset the Carggo Software, Mobile Services and the Services.
These updates or resets may cause you setbacks within the relevant Carggo Software, Mobile Services
and the Services. The Company reserves the right to make these updates or resets and is not liable to you
for these changes.
15. Geographic Restrictions
Carggo provides the Services for use only by persons transacting business in the U.S. or any of its territories
or possessions. Carggo makes no claims that the Services are accessible or appropriate for use outside of
the U.S., its territories or possessions. Access to the Services may not be legal by certain persons or in
certain countries. If you access the Services from outside the U.S., its territories or possessions, you do
so on your own initiative and are responsible for compliance with local laws.
16. Third-Party Services and Content
The Services may be made available or accessed in connection with third-party services and content that
are not under our control and in no event will Carggo be responsible or liable for any products, services
or content of such third-party providers. You acknowledge that different terms and conditions may apply
to your use of such third-party services and content. Additionally, third-parties including, but not limited
to, Apple Inc. and Google Inc. will be a third-party beneficiary to this Agreement if you access the Carrier
App or other Services using applications available for use on the third-party’s mobile applications store.
These third-party beneficiaries are not parties to this Agreement, are not responsible for the provision or
support of the Carrier App or other Services in any manner and are not responsible for any investigation,
defense, settlement and discharge of any third-party claim that the Carrier App or other Services or your
access and use of the Carrier App or other Services infringe such third-party’s intellectual property rights
or any other third-party claim or claim made by you relating to the Carrier App or other Services or your
access and use of thereof. Your access to the Carrier App and other Services is subject to terms set forth
document when using the Services.
17. Disclaimers and Releases
CARGGO SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND CARGGO (THE THIRD-PARTY SERVICE
PROVIDERS WITH WHICH WE COOPERATE, OUR SUPPLIERS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS,
SUCCESSORS AND ASSIGNS) 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,OR NON-INFRINGEMENT.
CARGGO (AND THE THIRD-PARTY SERVICE PROVIDERS WITH WHICH WE COOPERATE, OUR SUPPLIERS,
AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) MAKE NO WARRANTY THAT THE
CARGGO OFFERS SERVICES TO CONNECT SHIPPERS AND CARRIERS BUT DOES NOT INTEND TO PROVIDE
SHIPPING SERVICES OR ACT IN ANY WAY AS A CARRIER, COURIER, FREIGHT FORWARDER OR SHIPPING
PROVIDER. IT IS UP TO THE CARRIER TO PROVIDE SHIPPING SERVICES WHICH MAY BE SCHEDULED
THROUGH THE USE OF THE SERVICES. CARGGO HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SHIPPING
SERVICES PROVIDED TO SHIPPERS BY SUCH CARRIERS. CARGGO SHALL NOT BE DEEMED TO BE AN AGENT
OR A PARTNER OF CARRIER OR SHIPPER FOR ANY REASON. SHIPPERS AND CARRIERS SHALL NOT BE
DEEMED TO BE A SUBCONTRACTOR OR EMPLOYEE OF CARGGO FOR ANY REASON. ANY DISPUTE SHIPPERS
HAVE WITH ANY CARRIER OR OTHER THIRD-PARTY, INCLUDING WITHOUT LIMITATION ANY OTHER USER
OF THE SERVICES, IS DIRECTLY BETWEEN THE SHIPPER ANY SUCH CARRIER OR OTHER THIRD-PARTY.
DRIVING WHILE USING PHONES IS DANGEROUS AND AGAINST THE LAW. DO NOT USE THE WEBSITE OR
CARRIER APP WHILE DRIVING. IF YOU USE THE WEBSITE OR CARRIER APP WHILE DRIVING, YOU DO SO AT
YOUR OWN RISK.
CARGGO, ITS SUPPLIERS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS AND THE
THIRD-PARTY SERVICE PROVIDERS WITH WHICH CARGGO COOPERATES, MAKE NO WARRANTY
REGARDING THE SUITABILITY, LEGALITY, REGULATORY COMPLIANCE, QUALITY OR ABILITY OF ANY
CARRIERS, SHIPPERS, SHIPPED ITEMS AND SHIPPING SERVICES SCHEDULED THROUGH THE USE OF THE
SERVICES. BY USING THE SERVICES, YOU OR YOUR SHIPMENTS MAY BE EXPOSED TO SITUATIONS THAT
ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE. YOU
USE THE SERVICES AT YOUR OWN RISK. YOUR INTERACTIONS WITH OTHER USERS AND THIRD-PARTIES
ARE SOLELY BETWEEN YOU AND SUCH USER OR THIRD-PARTY. YOU AGREE THAT CARGGO, ITS SUPPLIERS,
AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS AND THE THIRD-PARTY SERVICE
PROVIDERS WITH WHICH CARGGO COOPERATES WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE
INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS. IF THERE IS A DISPUTE BETWEEN YOU AND ANY
USER OR THIRD-PARTY, CARGGO IS UNDER NO OBLIGATION TO BECOME INVOLVED.
YOU HEREBY WAIVE AND RELEASE CARGGO, ITS SUPPLIERS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS,
SUCCESSORS, ASSIGNS AND THE THIRD-PARTY SERVICE PROVIDERS WITH WHICH CARGGO COOPERATES
FROM, AND HEREBY WAIVE AND RELINQUISH, 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), ARISING
FROM YOUR USE OF THE SERVICES, OR IN ANY WAY RELATED TO OTHER USERS OR THIRD-PARTIES EXCEPT
TO THE EXTENT, IF ANY, THAT LIABILITY HAS OTHERWISE BEEN EXPRESSLY ASSUMED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU.
18. Limitation on Liability
IN NO EVENT SHALL CARGGO, ITS SUPPLIERS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS,
ASSIGNS AND THE THIRD-PARTY SERVICE PROVIDERS WITH WHICH CARGGO COOPERATES BE LIABLE TO
YOU OR ANY THIRD-PARTY FOR ANY PERSONAL INJURY OR LOST PROFIT OR ANY INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR
RELATING TO THIS AGREEMENT OR YOUR USE, INCLUDING WITHOUT LIMITATION, USING THE SERVICES
IN VIOLATION OF TRAFFIC OR SAFETY LAWS, OR INABILITY TO USE THE SERVICES, EVEN IF CARGGO HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, CARGGO’S LIABILITY WILL AT ALL TIMES BE LIMITED TO THE LESSER OF
FIFTY DOLLARS ($50) OR AMOUNTS YOU HAVE PAID CARGGO IN THE PRIOR TWELVE (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, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND
YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
THE INFORMATION PROVIDED BY THE SERVICES IS NOT INTENDED TO REPLACE INFORMATION
PRESENTED ON THE ROAD. IN THE EVENT THAT INFORMATION PRESENTED ON THE ROAD, INCLUDING
WITHOUT LIMITATION, TRAFFIC LIGHTS AND TRAFFIC SIGNS, INSTRUCTS DIFFERENTLY THAN THE
SERVICES, YOU MUST NOT RELY ON THE SERVICES.
19. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT,
YOUR USER ACCOUNT OR YOUR USE THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER
THE CAUSE OF ACTION ACCRUES. IF IT IS NOT, SUCH CAUSE OF ACTION OR CLAIM SHALL BE
20. Force Majeure
Any delay in the performance of any duties or obligations of Carggo stated herein (including, but not
limited to Carggo’s shipping price guarantee) will not be considered a breach of this Agreement if such
delay is caused by a condition out of Carggo’s reasonable control including, but not limited to:
21. Term and Termination
Subject to this section, this Agreement will remain in full force and effect while parties use the Services.
Carggo may at any time terminate this Agreement in its sole discretion if:
22. Governing Law
This Agreement shall be deemed executed in the State of Illinois and shall be interpreted under the laws
of Illinois without regard to its conflicts of law provisions. For all disputes, claims, controversies, causes
of action and litigation arising out of or relating in any way to this Agreement, your account or your use
of the Services, you expressly agree to the sole and exclusive venue for any such action with Carggo in
the federal and state courts within the jurisdiction of the U.S. District Court for the Northern District of
Illinois, Eastern Division. As noted above, your conduct may also be subject to other federal, state or
local laws. The parties specifically disclaim application of the United Nations Convention on Contracts
for the International Sale of Goods.
23. Dispute Resolution
In the event of a dispute arising out of this Agreement related to claims by or against Carggo, a party’s
recourse shall be exclusively settled through binding and confidential arbitration. Arbitration shall be
subject to the Federal Arbitration Act. The arbitration shall be conducted before one arbitrator from the
Transportation ADR Council, Inc. (“TAC”). Arbitration proceedings shall be conducted under the rules of
Upon agreement of the parties, arbitration proceedings may be conducted outside of the administrative
control of the TAC. The decision of the arbitrator shall be binding and final and the award of the
arbitrator may be entered as judgment in any court of competent jurisdiction. The prevailing party shall
be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any
action for injunctive relief, or in the event further legal action is taken to enforce the award of the
Arbitration proceedings shall be conducted in Cook County, Illinois, or at such place as mutually agreed
upon in writing by the parties. At any time, either party may apply to a court of competent jurisdiction
in Cook County, Illinois for injunctive or other equitable relief. If either party is granted equitable relief,
the party against whom judgment is entered shall be liable for all costs and expenses incurred by the
prevailing party including, but not limited to, reasonable attorney fees. This paragraph shall not apply
to enforcement of an award of arbitration.
The parties may also proceed in Small Claims Court in Cook County, Illinois to resolve any dispute where
reasonably expected damages are less than five thousand U.S. dollars ($5,000.00). Unless preempted or
controlled by federal law and regulations, this Agreement shall be interpreted and enforced according
to the laws of the State of Illinois.
This paragraph does not apply to claims Shipper may have against Carrier.
24. Entire Agreement
This Agreement (and the other documents incorporated herein by reference) constitute the entire
agreement between the parties regarding 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 the Shipper’s and/or Carrier’s obligations herein, may not be assigned,
subcontracted, delegated, or otherwise transferred by Shipper or Carrier 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 made by Carggo the
assignment to which you expressly give your consent by entering into this Agreement.
All notices as required by any of the terms and conditions of this Agreement shall be deemed given if the
notice is prepared, adequately addressed and (1) deposited in the U.S. mail, postage prepaid; and (2)
sent by e-mail. Notices to Carggo are adequately addressed as follows:
Attn: Legal Department
1315 Macom DR, STE 104
Naperville, IL 60564
If there is any conflict or inconsistency between the terms and conditions set forth in this Agreement and
the terms set forth in any receipt, BOL, POD, or any other shipping document, form, notation, sticker,
tariff or website, the terms and conditions of this Agreement shall control over such terms.
28. No Agents, Partners Or Joint-Venturers
Your relationship to Carggo is that solely of an independent contractor and no party is an employee, agent,
legal representative, franchisor, franchisee, partner or joint-venturer of any other party or parties. Your
relationship to Carggo is that solely of an independent contractor.
29. Publication Of Information
Carggo has your permission to identify you as a customer of Carggo or User of our Services and to reproduce your name and logo on the Services and in any other marketing materials. If you provide Carggo any feedback, suggestions, or other information or ideas regarding the Services (“Feedback”), you hereby assign to Carggo all rights in the Feedback and agree that Carggo has the right to use such
Feedback and related information in any manner it deems appropriate. Carggo will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Carggo any information or ideas that you consider to be confidential or proprietary.
30. Waiver And Severability
No waiver by Carggo of any term or condition set forth in this Agreement shall be deemed a further or
continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of
Carggo to assert a right or provision in this Agreement shall not constitute a waiver of such right or
If any provision of this Agreement is held by a court, arbitrator or other tribunal of competent jurisdiction
to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the
minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.