Terms & Conditions
Welcome to the Tranzport.com website (the “Site”). The Site provides you with access to our products and related information. These Terms and Conditions apply to and govern the Site, services offered on the Site and any additional services provided to you by Tranzport.com or any of its affiliates, agents, or representatives. CAREFULLY READ THESE TERMS AND CONDITIONS. These Terms and Conditions constitute an agreement between you and us. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND CONDITIONS CAREFULLY, UNDERSTAND EACH OF THEM AND AGREE TO BE BOUND BY ALL OF THEM. By accepting these Terms and Conditions once, you agree that you will be bound by them each and every time you use our Site, our services, materials and information provided by us to you, or otherwise interact with us. If you do not agree to these Terms and Conditions, you may not access or otherwise use our Site, services, or any materials or information provided to you by us. The term “you” as used in these Terms and Conditions refers to the individual registered with Tranzport.com or accessing and using the Site, and if you are accessing and using the Site on behalf of a corporation, partnership, limited liability company, or other business entity, then you also includes that entity and all individuals gaining access through its account with Tranzport.com. Please note that these Terms and Conditions contain waivers by you of certain rights you have against us, our affiliates, and our or their directors and representatives. The terms “us,” “our,” or “we” as used in these Terms and Conditions refer to Tranzport.com, a Delaware limited liability company, and each of their agents, affiliates, directors and representatives. The term “Site” as used in these Terms and Conditions refers to Tranzport.com. Services provided by Tranzport, Inc. include but are not limited to: the Tranzport.com websites and its subdomains, Tranzport mobile application, Tranzport online platform, and Tranzport API’s. By using this website, you further acknowledge that you are older than the age of majority as defined in your jurisdiction and, notwithstanding the foregoing, older than 18 years of age, and that you have the authority and do hereby legally bind the business entity, if any, for which you serve as an agent, independent contractor or employee thereof to the same terms and conditions, without limitation or qualification. When You accept the terms and conditions of this Agreement, You hereby agree and acknowledge that at any time and in our sole discretion, we may effectively modify the terms and conditions of this Agreement by posting the modified Agreement with its new terms and conditions on the Tranzport website. All changes to the terms and conditions are effective immediately as they are posted to our website or application or any relevant location where terms and conditions may be found. This agreement cannot be changed by you in any manner. Furthermore, you acknowledge that we may modify this agreement and/or our services, or discontinue our services at any time, without prior notification to you, and without any liability or responsibility to you. These terms and conditions are effective immediately with your first engagement with any part of the Tranzport services. If you do not agree to these terms and conditions, you are not authorized to browse or use any Tranzport services, websites, applications and/or other service offerings. The legal entity you are entering an agreement with is Tranzport, Inc., 20803 Biscayne Blvd. Suite 502, Aventura, FL 33180.
CHANGES TO TERMS AND CONDITIONS
We reserve the right, in our sole discretion and with or without notice, to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time. Notification of these Terms and Conditions will be posted on the Site. Your continued use of the Site or any materials or information provided to you by us after such changes are posted will constitute your agreement to such changed Terms and Conditions. Please check the Terms and Conditions periodically for changes.
CHANGES TO SITE AND SERVICES
We may change, suspend or discontinue any aspect of our Site or services at any time. We may also impose limits or restrictions on certain services, features or content or restrict your access to parts or all of our Site without notice or liability.
ACCESS TO SERVICES
Before being permitted to access or use certain services, you will be asked to register and submit certain information about yourself (“Registration Information”). You represent and warrant that: (a) all Registration Information you have provided is true, accurate, current and complete; and (b) you will maintain and promptly update the Registration Information to keep it true, accurate, current and complete. In connection with your registration, you also will be asked to create a password- protected account to access the services (an “Account”). You agree to keep your Account information and password confidential. You agree to notify us immediately of any actual or suspected unauthorized use of your Account. Individual services may require you to agree to additional terms specific to the use of such services.
When you create an Account, you represent, warrant and covenant that (1) you are at least 18 years of age; (2) you are or represent a bona fide carrier, or are a bona fide shipper or intermediary; (3) your access of the Site and use of information and materials provided to you by us is for commercial purposes and is limited to moving freight by truck via our freight-matching service and/or using the other services offered by us to you on our Site; (4) your commercial purpose in accessing and using the Site or any information or materials provided to you by us is not to directly or indirectly compete with or gain a competitive advantage in relation to us or any of our affiliates; (5) you will not permit non-registered users to use the Site or any materials or information provided to you by us without our express permission; (6) you will not disclose your Account password or provide access to your Account to non-registered users without our express permission; (7) if you have more than one physical premise from which you conduct your business, you shall create a separate Account for each such separate physical premise; (8) you will not use an automatic browser refresh program when accessing the Site; and (9) you will not use the Site and any postings made by you on the Site to advertise services for any third-party entity or person. You understand and agree that in order to use our services and register on this Site, you must provide us with a verifiable physical address that is not a P.O. Box or Commercial Mail Receiving Agency in order to be granted an Account. You further understand and agree that we reserve the right to restrict, in part or in full, access to the Site to you if you are: (i) an entity or are affiliated with an entity, that provides a service competitive to our services; or (ii) a competing factoring service. By violating any of these warranties and obligations, you risk having your Account terminated by us without warning and, in addition to being subject to any other legal remedies that may be available under these Terms and Conditions, or that may be available under state and/or federal law, we may, in its sole discretion, elect to assess you a penalty in the amount of $1.00 for each unauthorized access or use of the Site by you or by a third party using your Account password or accessing your account without our permission. To the extent we may have to sue you to enforce any of these Terms and Conditions, or other violations committed by you while accessing or using the Site or any materials or information provided by us to you, you expressly agree to bear the costs of that enforcement, including without limitation, all related attorneys’ fees. 4.1 CARRIER SERVICES AUTHORITY THE COMPANY DOES NOT PROVIDE TRANSPORTATION SERVICES, AND THE COMPANY IS NOT A TRANSPORTATION CARRIER. IT IS UP TO THE THIRD PARTY TRANSPORTATION PROVIDER, DRIVER OR VEHICLE OPERATOR TO OFFER TRANSPORTATION SERVICES WHICH MAY BE SCHEDULED THROUGH USE OF THE APPLICATION OR SERVICE. THE COMPANY OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH THIRD PARTY TRANSPORTATION SERVICES, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERCICES PROVIDED TO YOU BY SUCH THIRD PARTIES This BROKER – CARRIER AGREEMENT (“Agreement”) is entered into as of the date of registration in the Tranzport.com website, mobile application or other services and domain, by and between TRANZPORT, INC., with offices located at 20803 Biscayne Blvd. Suite 502, Aventura, FL 33180 (“Broker”) and, with you (“Carrier. WHEREAS, Broker is a licensed transportation broker and desires to engage the services of Carrier to transport freight for Broker’s customers (“Customers”); and, WHEREAS, Carrier is a licensed motor carrier having the authority to provide freight transportation services; NOW, THEREFORE, in consideration of the premises and covenants set forth herein, the parties agree as follows: 4.1.1 Carrier Services. Broker agrees to engage Carrier for the purpose of transporting freight of Customers as a contract carrier (“Service(s)”). Carrier agrees and acknowledges that Broker is not a “motor carrier” for any purpose of this Agreement. 4.1.2 Authority. Carrier agrees to transport freight as requested by Broker in accordance with all applicable laws. Carrier represents and warrants to Broker that it is duly authorized under applicable law to provide the Services. Carrier agrees not to accept any shipments for which Carrier does not have all required motor carrier operating authority, training and licensing. Carrier shall notify Broker for approval and instructions prior to acceptance of any shipment that Carrier believes or suspects to be hazardous materials. 4.1.3 Independent Contractor. For all purposes under this Agreement, Broker and Carrier are and shall be independent contractors. Carrier shall be responsible for and shall exercise exclusive control over its employees and personnel. Carrier agrees to defend and indemnify Broker from any claims against Broker by Carrier’s employees, contractors or personnel (collectively, “Third Parties”) for wages, benefits, taxes paid or withheld, social security and unemployment compensation contributions, workers’ compensation and any other benefit or liability related to Third Parties’ employment or contractual relationship with Carrier. 4.1.4 Statutory Waiver. Except as otherwise provided herein, the parties agree that this Agreement is a written contract in accordance with 49 USCA Â§14101(b)(1). Accordingly, and except as otherwise specifically provided herein, and in accordance with applicable law, the parties expressly waive any and all rights and remedies otherwise available to them under the provisions of the Interstate Commerce Act, 49 USCA, et seq. To the extent permitted by law, the parties’ relationship shall be governed exclusively by the terms set forth in this Agreement.
The content and software used on the Site and the Site layout and design are our sole and exclusive property. Content and other information and material on the Site or otherwise provided to you by us is protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws. You may use the information and material on our Site or otherwise provided to you by us only for personal or commercial use as described in these Terms and Conditions. Unless expressly authorized by us, you may not reproduce, modify, distribute, transmit, republish, display, perform, rent, sell, license, edit, or create derivative works from, any of the content or other material on the Site or otherwise provided to you by us. You may not copy or retrieve data or other content from the Site or otherwise provided to you by us – either manually or by use of automatic devices – for the purpose of creating or compiling, directly or indirectly, a collection, database, or directory without written permission from us. You may not use meta tags or other hidden text utilizing our name or trademarks, nor may you use framing techniques to enclose any portion of the Site, without our express, written permission.SUBMISSION OF CONTENT TO THE SITE
By submitting content to this Site, you:Grant us and our affiliates and licensees the right to use, reproduce, display, perform, adapt, modify, distribute, and promote the content on the Site in any form for any purpose;
Warrant and represent that the content is accurate, and that our posting and use of your content will not infringe or violate the rights of any third party;
Warrant and represent that you are located within the borders of the United States, Canada, or Mexico;
Agree not to list your phone number or email address in the “Special Information” field of posts;
Warrant and represent that you will not upload, post or transmit to or distribute or otherwise publish through our Site, any material which: (i) restricts or inhibits any other user from using or enjoying our Site, (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violates, plagiarizes or infringes the rights of third parties, including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) constitutes defamatory or libelous statements, (vi) contains a computer virus or other harmful component, (vii) constitutes or contains false or misleading indications of origin or statements of fact, or (viii) is inappropriate for the purpose of our Site. We retain the right to review any material submitted for posting on our Site and have the sole and absolute right to determine whether that material complies with these Terms and Conditions.
By registering with us, you agree to pay us all subscription, service and use fees, if any, that we charge as disclosed on our Site or otherwise by us. According to the nature of some of our services, fees may be required in advance of use. All fees must be paid in U.S. dollars. Applicable fees (if any) associated with the Software are as set forth in the fee schedule (the “Fee Schedule”). If fees apply to the use of the Software as described in the Fee Schedule, Customer shall pay such fees in accordance with the terms set forth therein. Fees are payable in advance and as a condition to use of the Software. All payments under this Agreement are non-refundable, unless otherwise agreed to or provided for herein, and shall be made in United States dollars. The fees and rates under this Agreement are subject to change by Tranzport upon at least thirty (30) days written notice, which notice may be provided by posting the updated fees and rates on the Fee Schedule. Rates are calculated using distance and time measures acquired from location based services including, but not limited to, mapping solutions from third party vendors. In the event Customer fails to make any payment in accordance with the Fee Schedule, Tranzport shall have the right, exercisable in its sole discretion, to suspend Customer’s use of the Software and/or terminate this Agreement. Customer shall be responsible for all applicable taxes, however designated, incurred in connection with this Agreement, including but not limited to state and local privilege, excise, sales, VAT, and use taxes and any taxes or amounts in lieu thereof paid or payable by Tranzport, but excluding taxes based upon the net income of Tranzport. If a payment is not made in accordance with this Section 5, Tranzport reserves the right to, in its sole discretion, either (i) suspend Customer’s access to the Software, without liability to Customer, until payment is made in full, or (ii) terminate this Agreement upon notice to Customer. Tranzport has the right to change payment terms, including by requiring upfront payment for the Software, in its discretion, based on Customer’s payment history and/or financial status.REFUND POLICY
For our subscription based services, payment is made for access over a certain period of time, regardless of actual usage. A request for refund on an account with no usage during that billing cycle may be granted at our discretion. We do not pro-rate for partial usage during a billing cycle. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, that cannot be resolved by good faith negotiations shall be finally settled by binding arbitration conducted in the English language in New York, NY (USA), under the commercial arbitration rules of the American Arbitration Association (“AAA”). The prevailing party shall be entitled to an award of reasonable attorney fees incurred in connection with the arbitration in such amount as may be determined by the arbitrator. The award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. Notwithstanding anything contained in this Section to the contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights hereunder through specific performance, injunction or similar equitable relief. This Agreement shall be interpreted, construed, and governed by the laws of the State of Florida, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
We reserve the right to assign our rights and obligations under these Terms and Conditions to one or more of our affiliates or to any successor entity by way of merger, consolidation, or otherwise. You are not entitled to assign your account registration or any of your rights or responsibilities under these Terms and Conditions without our express written consent. These Terms and Conditions will inure to the benefit of, be binding upon, and be enforceable by our successors and assigns.
CONSENT TO ELECTRONIC COMMUNICATIONS
You acknowledge that we are an Internet-based business and that our services are available through the Internet. You agree to receive documentation and information provided by us primarily through our Site and through e-mail provided to you via the Internet. Any information or materials that we provide to you by telephone, U.S. mail, facsimile or other means does not constitute a waiver of this agreement. To maintain an Account with us, you will need to be able to access our Site on the Internet, which requires Internet access and a Web browser, as well as an Internet e-mail account. No additional hardware or software requirements should be necessary. In the event of a change in the hardware or software requirements necessary to access our Site, notice will be displayed on our Site prior to the implementation of such a change. You acknowledge that you have the appropriate computer equipment to use our Site and to receive e-mail via the Internet and understand that you may incur certain operational costs in connection with your use of the Internet, such as monthly fees for a service provider, for which you are solely responsible. You solely and expressly agree to undertake the obligation to notify us of changes in your electronic contact information.
NO CONFIDENTIAL OR CONTRACTUALLY IMPLIED RELATIONSHIP EXISTS WITH US
You acknowledge that by registering with us, submitting information to us for posting or any other purposes, using information or materials provided by us to you, or using the Site and our services, no confidential, fiduciary, contractually implied or other relationship is created between you and us other than the express contractual relationship set forth in these Terms and Conditions. This Agreement will be effective as of the date the Customer first accesses or uses the Software and shall continue unless terminated in accordance with the terms hereof or upon expiration of any applicable term set forth in the Fee Schedule.Either party may terminate this Agreement upon thirty (30) days prior written notice if the other party materially breaches any of the terms and conditions of this Agreement and such material breach is not cured within the thirty (30) day period. Tranzport will have the right to suspend Customer’s use of or access to the Software in the event Tranzport determines in its sole discretion that Customer has breached this Agreement. Notwithstanding the foregoing, termination and suspensions relating to late payments by Customer are covered in Section 8 above. Tranzport may terminate this Agreement without cause upon at least thirty (30) days’ prior written notice. In such event, Customer will be entitled to a refund of any prepaid amounts for Software not delivered.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
The limit of Tranzport’s liability (whether in contract, tort, negligence, strict liability in tort, or by statute or under any other theory of law) to You or to any third party concerning performance or non-performance by Tranzport, or in any manner related to this Agreement or the Software, for any and all claims shall not exceed in the aggregate the fees paid by You to Tranzport hereunder with respect to the Software at issue during the Term in which the relevant cause of action accrued. IN THE EVENT YOU OBTAINED THE SOFTWARE WITHOUT CHARGE, TRANZPORT SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER ARISING FROM OR RELATED TO CUSTOMER’S USE OF THE SOFTWARE. In no event shall Tranzport be liable for special, consequential, incidental, indirect or punitive loss, damage or expenses whether arising in contract or tort (including but not limited to lost profits, loss of data, or the cost of recreating lost data), even if it has been advised of their possible existence. The allocations of liability in this Section represent the agreed and bargained for understanding of the parties and Tranzport’s compensation reflects such allocation. These limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy.
You agree to defend, indemnify, and hold us harmless, as well as our subsidiaries, affiliated companies, employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorneys’ fees, made by any third party that arise from your use or misuse of the Site or any other materials or information provided by us to you (whether such material or information originates from us or from a third party, including, without limitation, other users of the Site), your breach of these Terms and Conditions, or your violation of any law or the rights of a third party.
CLAIMS OF INFRINGEMENT
Just as we require users of the Site to respect our copyrights and other intellectual property rights, we respect the copyrights and other intellectual property rights of users of the Site and other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Site without authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to: Tranzport.com Attn: Copyright Infringement Agent 20803 Biscayne Blvd. Suite 502, Aventura, FL 33180 Please provide the following information to our Copyright Infringement Agent:
(1) the identity of the infringed work, and of the allegedly infringing work;
(2) Your name, address, daytime phone number, and e mail address, if available;
(3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
(4) a statement of the accuracy of the notice and, under penalty of perjury, that you are authorized to act on behalf of the owner; and
(5) Your electronic or physical signature.
These Terms and Conditions shall be governed by and construed under the laws of the State of Idaho without regard to that state’s conflicts of law rules. By registering with and using the Site or other services provided by us, you expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms and Conditions or your use of the Site or other information or materials provided by us to you is under state or federal courts located in the State of Idaho and that all claims or actions will be brought in those courts, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
SEVERABILITY AND INTEGRATION
These Terms and Conditions constitute the entire agreement between you and us with respect to the Site and supersede any prior or contemporaneous communication (whether oral, written, or electronic) between you and us with respect to the Site. These Terms and Conditions also govern and are incorporated into any additional agreement or arrangement between you and us, including without limitation any agreement relating to the collection, compilation and supply of data from us. If any part of these Terms and Conditions is held void, invalid, or unenforceable, that portion shall be construed to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect.
OUR RIGHT TO TERMINATE ACCOUNT
We reserve the right to terminate your Account and access to all or part of the Site, and remove any materials, information and data that you have posted on our Site, in our sole discretion, without notice, at any time and for any reason, including, without limitation (1) a breach of these Terms and Conditions (2) unauthorized use of your user name(s) or password(s) or account(s) or (3) unauthorized use of any information or materials provided to you by us.