Oncarriage, LLC. (a subsidiary of Nuvocargo Inc.) with its principal place of business at 154 Grand Street, New York, NY 10013, for itself and on behalf of its affiliated companies and divisions which are also deemed parties to these Website Terms and Conditions (the “Website T&Cs”), collectively hereinafter referred to as “Broker”, in its capacity as an authorized property broker, provides a service that allows, via the website at nuvocargo.com (the “Site”), third parties registered as customers to post or request shipments requiring over-the-road transportation, and third parties registered as motor carriers to view such shipments (collectively, with the Site and all services provided therein, the “Service”).
BY ACCESSING OR USING THE SERVICE, INCLUDING THE SITE , YOU, “USER”, ARE ACCEPTING THESE WEBSITE T&Cs, AS AMENDED FROM TIME TO TIME BY BROKER, ON BEHALF OF YOURSELF AND THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE WEBSITE T&Cs ON BEHALF OF YOURSELF AND THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT. YOU MAY NOT ACCESS OR USE THE SERVICE, INCLUDING THE SITE, OR ACCEPT THESE WEBSITE T&Cs IF YOU ARE NOT AT LEAST 18 YEARS OLD, HAVE FULL LEGAL CAPACITY AND IN THE CASE OF A LEGAL REPRESENTATIVE, HAVE FULL AUTHORITY TO REPRESENT THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE WEBSITE T&Cs, DO NOT ACCESS OR USE THE SERVICE, INCLUDING THE SITE. BROKER MAY TERMINATE YOUR ACCESS TO AND ABILITY TO USE THE SERVICE, INCLUDING THE SITE, AT ANY TIME, IN ITS SOLE DISCRETION WHETHER WITH OR WITHOUT CAUSE.
In order to use the Service, User may have to register for an account on the Site (“Account”) and provide certain information as prompted by the registration form. User represents and warrants that all required registration information it submits (whether via the Site or otherwise) is truthful and accurate and that User will maintain the accuracy of such information.
User may delete its Account at any time, for any reason, by following the instructions on the Site. User is responsible for maintaining the confidentiality of its Account login credentials and is fully responsible for all activities that occur under its Account. User agrees to immediately notify Broker of any unauthorized use, or suspected unauthorized use of User’s Account or any other breach of security. Broker cannot and will not be liable for any loss or damage arising from User’s failure to comply with the above requirements.
“User”, as used herein, includes anyone accessing the Service via any log-in credentials provided to User by Broker.
Subject to the terms of these Website T&Cs, Broker grants User a non-transferable, non- exclusive license to use the Site for User’s internal business use.
The rights granted to User in these Website T&Cs are subject to the following restrictions: (i) User shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service; (ii) User shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (iii) User shall not access the Service in order to build a similar or competitive service nor for any purpose other than to obtain or provide transportation of loads via the Service; (iv) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (v) User shall only use the Service in the normal course of User’s business. Without limiting the foregoing, User shall not access the Service in order to obtain rate information in order to compete with Broker. Any future release, update, or other addition to functionality of the Service shall be subject to the terms of these Website T&Cs. All copyright and other proprietary notices on any Service content must be retained on all copies thereof.
User is responsible for obtaining the data network access necessary to use the Services. User’s mobile network’s data and messaging rates and fees may apply if User accesses or uses the Service from a wireless-enabled device. User is responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service and any updates thereto. Broker does not guarantee that the Service, or any portion thereof, will function on any particular hardware or devices. In addition, the Service may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
Excluding User’s own User Content (defined below), User acknowledges that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service are owned by Broker or Broker’s licensors. Broker’s provision of the Service does not transfer to User or any third party any rights, title or interest in or to such intellectual property rights. Broker and its suppliers reserve all rights not granted in these Website T&Cs.
Broker reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. User agrees that Broker will not be liable to User or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.
If User provides Broker any feedback, suggestions, bug reports, system errors, and other information or ideas regarding the Service (“Feedback”), User hereby assigns to Broker all rights in the Feedback and agree that Broker shall have the right to use such Feedback and related information in any manner it deems appropriate. Unless otherwise required under these Website T&Cs, Broker has no obligation to review, respond to, resolve complaints or issues identified in, or otherwise address any Feedback User provides. Broker will treat any Feedback User provides to Broker as non-confidential and non-proprietary. User agrees that User will not submit to Broker any information or ideas that User considers to be confidential or proprietary. If User agrees to participate in any case studies, User agrees that information User provides in connection with the case study is deemed Feedback and that Broker may use User’s name in connection with such Feedback.
“Content” means any and all information, data, and other content that a user submits to, or uses with, the Service, including but not limited to any information requested by the Service and any other information provided or received by a user related to any order. User is solely responsible for its own User Content. User assumes all risks associated with use of User’s Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of User’s Content that makes User or any third party personally identifiable. User hereby represents and warrants that User’s Content does not violate the Acceptable Use Policy (set forth below). For the avoidance of doubt, User’s Content may include third-party content that User submits. User agrees not to submit third-party content unless User has the consent of the applicable third-party owner of such content. User may not state or imply that User’s Content is in any way provided, sponsored or endorsed by Broker. User alone is responsible for any liability resulting from User’s Content, including, but not limited to, liability resulting from any of User’s Content that violates the Acceptable Use Policy. Broker does not control Content, and User acknowledges and agrees that Broker assumes no responsibility for any Content and makes no guarantees regarding the accuracy, currency, suitability, or quality of any Content.
User hereby grants, and User represents and warrants that User has the right to grant, to Broker an irrevocable, nonexclusive, royalty-free and fully paid, sublicenseable, worldwide license to use User’s Content, solely for the purposes of including User’s Content in the Service and to create Anonymous Data. All rights in and to User’s Content not expressly granted to Broker in these Website T&Cs are reserved by User.
Broker may create anonymous data records (“Anonymous Data”) from User’s Content by using commercially reasonable efforts to exclude any and all information (such as company name) that would identify User. Broker may use and disclose Anonymous Data for any purpose, including to improve the Service.
Broker may share User’s Content (i) with other users of the Service or Broker’s parent, subsidiary, or affiliated entities; (ii) if another company acquires Broker’s company, business, or Broker’s assets, including through bankruptcy or merger with such other company; and (iii) to comply with relevant laws, to respond to subpoenas or warrants served on Broker, to protect or defend Broker’s or any Service users’, including User’s, rights or property, and/or to investigate or assist in preventing any violation or potential violation of the law or these Website T&Cs.
User agrees not to use the Service to collect, upload, transmit, display, or distribute any Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (iii) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, User agrees not to use the Service to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other Service users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means; (vi) harass or interfere with another Service user’s use and enjoyment of the Service; or (vii) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.
Broker reserves the right (but has no obligation) to review any Content, investigate, and/or take appropriate action against User in Broker’s sole discretion (including removing or modifying or deleting User’s Content, terminating User’s Account, and/or reporting User to law enforcement authorities) if User violates the Acceptable Use Policy or any other provision of these Website T&Cs or otherwise create liability for Broker or any other person.
THE SERVICE IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND BROKER (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, OR NON-INFRINGEMENT. BROKER (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (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 SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BROKER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
USER HEREBY WAIVES AND RELEASES BROKER (AND BROKER’S SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) 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 OR IN ANY WAY RELATED TO OTHER USERS OR THIRD PARTIES.
The Service might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of Broker and Broker is not responsible for any Third Party Sites & Ads. Broker 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. User uses all Third Party Sites & Ads at User’s 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 feels necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
All trademarks, logos and service marks (“Marks”) displayed on the Service are Broker property or the property of other third parties. User is not permitted to use these Marks without Broker’s prior written consent or the consent of such third party which may own the Marks.
USER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS BROKER, ITS AFFILIATED ENTITIES, AND EACH OF THEIR OFFICERS, MEMBERS, AND DIRECTORS FROM AND AGAINST, AND SHALL PAY AND REIMBURSE EACH OF THEM FOR, ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, FINES, JUDGMENTS, PENALTIES AND AMOUNTS (INCLUDING REASONABLE ATTORNEY FEES) ARISING FROM OR RELATED TO: (i) BREACH BY USER OF THESE WEBSITE T&Cs; (ii) THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF USER, ITS AGENTS, CONTRACTORS OR EMPLOYEES; OR (iii) VIOLATION BY USER, ITS AGENTS, CONTRACTORS OR EMPLOYEES OF ANY APPLICABLE LAWS, RULE OR REGULATION. THE FOREGOING NOTWITHSTANDING, CUSTOMER’S OBLIGATION TO HOLD HARMLESS, DEFEND, INDEMNIFY, PAY AND REIMBURSE SHALL NOT APPLY TO THE EXTENT ANY CLAIM IS CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE PARTY OTHERWISE SEEKING THE PROTECTIONS OF THIS PARAGRAPH (EACH OF WHICH, WITH THE EXCEPTION OF BROKER, IS AN INTENDED THIRD PARTY BENEFICIARY OF THIS AGREEMENT).
These Website T&Cs, and the Brokerage Terms and Conditions (if User is a customer) and the Carrier Terms and Conditions (if User is a motor carrier) (the “Agreement”) constitute the entire agreement and understanding between the parties and supersedes any and all prior agreements and understanding, either oral or written. In the event of a conflict between these Website Terms & Conditions and the Agreement, the Agreement shall govern.
These Website T&Cs shall be deemed to have been drawn in accordance with the statutes and laws of the state of New York and in the event of any disagreement or dispute regarding services subject to these Website T&Cs, to the extent not otherwise governed by U.S. federal law, the laws of the state of New York shall apply and suit must be brought in courts serving New York County, New York as each party specifically submits to the exclusive personal jurisdiction of such courts for disputes involving or arising from these Website T&Cs or the Service. The parties hereby submit to the exclusive jurisdiction of, and venue in, such courts and waive any and all challenges to such venue or jurisdiction. This Agreement is drawn in English. In the event it is interpreted to any other language, any such interpretation shall be for the convenience of the parties only. The English language version is the official agreed upon version and will govern any conflict with any version in any other language.
4821-9767-4964, v. 5