Policy for Terms of Service
1. Agreement to Terms of Service
1.1. Welcome: Welcome to our website carrier-spot.com ("Our Site") provided by Carrier Spot LLC, a Delaware limited liability company, ("Carrier Spot", "us", "we", "our"). These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Carrier Spot, concerning your access to and use of Our Site, products and services ("Services") as well as any related mobile applications, data analytics, videos, posts (collectively, the "Site"). You agree that by accessing Our Site you have read, understood, and agree to be bound by all of these Terms of Service.
1.2. Updates: Carrier Spot may, in its discretion, update any of the Services and/or these Terms of Service or our Privacy Policy from time to time, by posting such updates on Our Site. We will inform you about any updates by updating the "Last Updated" date above. It is your responsibility to review these Terms of Service to stay informed of updates. You will be subject to and will be deemed to have been made aware of, and to have accepted, the changes in any revised Terms of Service by your continued use of Our Site after the date such revised Terms of Service are posted.
1.3. Authority: If you are accepting these terms on behalf of your employer or as a contractor and/or consultant for another entity for use of the Services by your employer or the other entity ("Customer"), you represent that (a) you have the legal authority to bind the applicable entity to these Terms, and are 18 years or older, and (b) that you agree, on behalf of the entity you represent, to these Terms. If you are using our Services for an organization, such as your employer or principal, you are agreeing to these Terms on behalf of that organization. If you do not have the authority to bind your employer or the other entity you represent to these Terms, you should not click the checkbox or button, countersign these Terms, or purchase or use the Services in any manner. Otherwise, by using the Services, you affirm that you are at least eighteen (18) years of age or the age of majority in your jurisdiction, or an emancipated minor and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and fully comply with these Terms of Service.
1.4. Third Party Systems: Use of the Services may require hardware, software, and internet access not provided by Carrier Spot, and your ability to access and use the Services may be affected by the performance of these third-party system components. You acknowledge and agree that such system components are your responsibility. Carrier Spot shall not be liable for the functionality, connectivity, or performance of any third-party system components or the compatibility of any third-party system component with the Services.
1.5. Notices: Except as otherwise expressly set forth in these Terms of Service, all notices from Carrier Spot to you will be in writing sent by email (to the email address registered through the Services) or through the Services (e.g., a Carrier Spot notification published in your User Account or displayed in an online session). All notices from you to Carrier Spot shall be emailed to info@carrier-spot.com, except for legal notices, such as notices regarding copyright infringement assertions, which shall be sent to legal@carrier-spot.com. Notices will be deemed to have been duly given (a) the day after such notice is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
1.6. AGREEMENT TO ARBITRATE / CLASS ACTION WAIVER: FOR CUSTOMERS AND USERS RESIDING IN THE UNITED STATES, PLEASE BE AWARE THAT THESE TERMS OF USE CONTAIN AN AGREEMENT TO ARBITRATE AND A CLASS ACTION WAIVER IN SECTION 16 OF THESE TERMS OF SERVICE, AND THESE TERMS OF SERIVCE REQUIRE ARBITRATION TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS. BY ACCEPTING THESE TERMS, CUSTOMER AND USERS, INCLUDING BUT NOT LIMITED TO YOU, AS APPLICABLE, AGREE TO BE BOUND BY THIS AGREEMENT TO ARBITRATE AND TO WAIVE PARTICIPATION IN A CLASS ACTION.
2. User Accounts
2.1. Account Requirements: To use our Site and Services you will need to register and provide information about yourself and company ("Registration Information"). You must have an individual account with your valid contact information and name to subscribe to our Site and Services. To fully use our Site and Services you must link your account to a motor carrier profile. To claim a profile, you need to enter your motor carrier USDOT number and email address. You represent and warrant that: (a) all Registration Information provided is true, accurate, current, and complete; and (b) you will maintain and update the Registration Information to keep it true, accurate, current, and complete at any time. You will also have to provide username and password credentials to access the Site and Services ("Account"). It is possible that Account credentials may be provided to you by an Account administrator who also manages your Account. You are responsible for all activity that occurs with your Account and credentials.
2.2. Liability for Misuse of Username and Password: We give you the option to create a free account or join a fee-based subscription. It does not matter which option you choose, you agree to (a) provide true and accurate account information, (b) choose a strong and secure password; (c) keep your password secure and confidential; (d) not transfer, or attempt to transfer, your Account or any registration or subscription thereunder, to any other party, or otherwise permit any other party to use your Account; (e) promptly report any breach of password confidentiality to Carrier Spot; (f) register the Account using your legal name; and (g) cancel and close your Account when you will no longer continue using it. Carrier Spot reserves the right to terminate or suspend your Account for any reason at any time, including upon reasonable belief that fraud or unauthorized use or activity has occurred on your Account. You agree to notify us immediately about any actual or suspected unauthorized use of your Account. If your username and password is used by another individual or company to login to your Account without permission from Carrier Spot, you agree to be legally responsible for and to indemnify and hold Carrier Spot harmless from and against all damages, claims, liabilities, expenses (including reasonable attorneys' fees), costs, fines, assessments, and user fees associated with or otherwise arising from such use.
3. Grant of License
Subject to your continuing compliance with these Terms of Service, Carrier Spot hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (a) use the Services; and (b) access and use Our Site for business purposes during the Services Term.
4. Fees and Payment
4.1. Carrier Spot offers two options for utilizing the Services: (a) a twelve (12) month Services plan ("Fixed Term Plan"); and (b) a month-to-month Services plan ("Month-to-Month Plan"). As used herein "Services Term" shall mean the time in which the Fixed Term Plan remains in force if the Fixed Term Plan is chosen, or the time during which the Month-to-Month Plan remains in force if the Month-to-Month Plan is chosen.
4.2. Commencement of Services Term: The term of our agreement under the Month-to-Month Plan or the Fixed Term Plan, as applicable, commences with the earlier of (a) your first use of the Services; (b) execution by you of an order form or other contract form that references these Terms of Service; or (c) clicking on the Site to accept these Terms of Service ("Commencement Date").
4.3. Fixed Term Plan: If the Fixed Term Plan is chosen, the Services Term shall commence on the Commencement Date and continue for a period of twelve (12) months thereafter. The Services Term shall automatically renew for successive twelve (12) month periods unless terminated by you in writing no less than thirty (30) days prior to the end of the then current term. NOTICE OF TERMINATION AS REQUIRED IN THIS PARAGRAPH 4.2 SHALL BE GIVEN BY SENDING AN E-MAIL TO CARRIER SPOT AT info@carrier-spot.com.
4.4. Month to Month Plan: If the Month-to-Month Plan is chosen, the Services Term shall commence on the Commencement Date and continue for a period of thirty (30) days thereafter. The Services Term shall automatically renew for successive thirty (30) day periods unless terminated by you in writing no less than thirty (30) days prior to the end of the then current term. NOTICE OF TERMINATION AS REQUIRED IN THIS PARAGRAPH 4.2 SHALL BE GIVEN BY SENDING AN E-MAIL TO CARRIER SPOT AT info@carrier-spot.com.
4.5. Termination for Cause: Either party may terminate these Terms of Service and/or any applicable Services if (a) the other Party is in material breach of these Terms of Service and fails to cure such material breach within thirty (30) days after receipt of written notice of such material breach, or (b) the other Party ceases its business operations or becomes subject to insolvency proceedings. Carrier Spot may also terminate these Terms in order to comply with any applicable law, order, or regulation.
4.6. Agreement as to Account Information: You agree to provide current, complete, and accurate purchase and account information for all purchases made using the Site. You further agree to update account and payment information promptly, including email address and payment card details, so we can complete your transactions and contact you as needed. We charge you through a third-party payment processing firm for purchases made via the Site, including but not limited to the subscription fee. You authorize Carrier Spot to retain and/or share your Transaction Information with third-party financial institutions and payment processing firms, in accordance with the Carrier Spot Privacy Policy, for the sole purpose of processing your payments for the fee-based aspect of the Services to which you have subscribed. Failure to pay these fees and taxes in accordance with your payment obligations will result in the termination or suspension of Services, and potentially the referral of you or your account to a debt collection agency.
4.7. Changes in Pricing: We may change prices at any time, provided that we will provide you with thirty (30) days prior notice of any such price change. Notwithstanding the foregoing, you may terminate the agreement within thirty (30) days after Carrier Spot notifies you of a price change by providing written notice to info@carrier-spot.com of such termination. Continued use of the Services after the effective date of such price change shall constitute your acceptance of any such price change.
4.8. All payments shall be in U.S. dollars. Payments shall be prepaid each month. Late payments shall bear interest at the rate of nine percent (9%) per annum. Sales tax may be added to the price of purchases as deemed required by law. You agree to pay all charges or fees at the prices then in effect, and you authorize Carrier Spot to charge your chosen payment provider for any such amounts. Your account is subject to recurring charges, and you consent to us charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. The fees paid shall not be subject to reduction or proration as a result of the termination of your license to use the Products or Services.
5. User Created Content
5.1. Information you share on our Site is referred to as your "User Created Content" or "Content." You can submit your User Created Content publicly or you can post anonymously. Content may be viewable by other users of the Site and through third-party websites. As such, any Content you transmit shall be treated as non-confidential and non-proprietary. When you create or make available any Content whether publicly or anonymously, you thereby represent and warrant that: 1) the creation, distribution, transmission, public display, or performance, and the accessing, downloading or copying of your Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party; 2) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Content in any manner contemplated by the Site and these Terms of Service; 3) when applicable or relevant, you have the written consent, release, and/or permission of each and every identifiable individual person in your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Content in any manner contemplated by the Site and these Terms of Service; 4) your Content is not false, inaccurate, or misleading; 5) your Content is not unsolicited or unauthorized advertising, promotional requests, promotional materials, pyramid schemes, chain letters, spam, mass mailings or other forms of solicitation; 6) your Content is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous or otherwise objectionable (as determined by us); 7) your Content do not ridicule, mock, disparage, intimidate or abuse anyone; 8) your Content does not advocate the violent overthrow of any government or incite, encourage or threaten physical harm; 9) your Content does not violate any applicable law, regulation or rule; 10) your Content does not violate the privacy or publicity rights of any third party; 11) your Content does not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner; 12) your Content does not violate any applicable law concerning child pornography or otherwise intended to protect the health or well-being of minors; 13) your Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap; and 14) your Content does not otherwise violate, or link to material that violates, any provision of these Terms of Service or any applicable law or regulation.
5.2. Any use of the Site in violation of the foregoing violates these Terms of Service and may result in, among other things, immediate termination or suspension of your account without notice and the inability to access or use the Site on a permanent basis.
5.3. We are not obligated to publish any Content on our Site and we reserve the right to post, publish, discuss, and/or disclose in any form or method of media, seek or invite comment on, provide analysis of, retain, remove, summarize, and/or interpret Content for any reason at any time, including removing such User Created Content deemed to be objectionable or in violation of these Terms of Service, in Carrier Spot's sole discretion. Nevertheless, Carrier Spot shall not be obligated at any time to monitor, moderate, censor, or otherwise review and/or approve any Content on the Site or in connection with the Services.
5.4. As between you and Carrier Spot, you own the User Created Content that you submit or post to the Services, and you are only granting Carrier Spot, and our affiliates and licensees, the following non-exclusive license: A worldwide, irrevocable, transferable and sublicensable right to use, reproduce, display, copy, modify, transmit, distribute, publish, and process, and sublicense to our affiliates any User Created Content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others, solely in order to provide the Services to you for any purpose. So long as you remain a valid user, you may be able to remove User Created Content you post directly on the Site from the Services by deleting it, except (a) to the extent you or Carrier Spot shared it with others as part of the Services and they or Carrier Spot copied, re-shared it, or stored it and (b) for the reasonable time it takes us to remove such User Created Content from backup and other systems, if any exist, to the extent Carrier Spot elects to do so. Notwithstanding the foregoing, nothing contained herein shall obligate Carrier Spot to remove, delete, or otherwise withdraw any User Created Content posted by you, or otherwise published by you or any third party, discussed, disclosed, commented on, analyzed, retained, removed, interpreted, summarized, and/or otherwise communicated on the Site, or through the Services, or Products, or any other means or medium.
5.5. YOU UNDERSTAND AND AGREE BY USING, READING, RESPONDING, AND/OR ACCESSING USER CREATED CONTENT, SUCH AS REVIEWS, YOU ARE DOING SO AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT AS A USER OF THE PRODUCTS AND SERVICES, YOU WAIVE ANY AND ALL RIGHTS AGAINST CARRIER SPOT, ITS OWNERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, ATTORNEYS, AND INSURERS, ANDTHE SITE; SUCH A WAIVER OF RIGHTS INCLUDES YOUR WAIVER OF ANY AND ALL CLAIMS AGAINST CARRIER SPOT, ITS OWNERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, ATTORNEYS, AND INSURERS, FOR LIBEL, DEFAMATION, NEGLIGENCE AND OTHER SIMILAR OR RELATED CLAIMS.
6. Prohibited Activities
6.1. You agree to maintain the confidentiality and security of your Account information and login credentials. You may not access or use the Site and Services for any purpose other than that for which we make the Site and Services available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Sharing account information or allowing anyone to sign in to your account will result in account cancellation without notice.
6.2. As Account holder of the Site and Services, you agree not to (a) systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us; (b) circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein; (c) engage in unauthorized framing of or linking to the Site; (d) trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information, such as login credentials; (e) make improper use of our support services or submit false reports; (f) engage in any automated use of the Site and Services including scraping or using any data mining techniques, robots or similar data gathering and extraction tools or methods, such as using scripts to send comments, messages, and requests designed to check or retrieve data or information; (g) interfere with, disrupt or create any undue burden or overhead on the Site, infrastructure, networks or services connected to the Site; (h) attempt to impersonate another user or person or use the login credentials of another user; (i) use any information obtained from the Site in order to harass, abuse or harm another person or business; (j) use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise; (k) decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site; (l) attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site; (m) harass, annoy, intimidate or threaten any of our employees or agents engaged in providing any portion of the Site to you; (n) delete the copyright, trademark or other proprietary rights notice from any Content; (o) copy or adapt the Site's software or data provided, including but not limited to markup language, JavaScript or other code; (p) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation or maintenance of the Site; (q) except as what may be the result of standard search engine or browser usage, use, launch, develop or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper or offline reader that accesses the Site, including using or launching any unauthorized script or other software; (r) disparage, tarnish or otherwise harm, in our opinion, us and/or the Site; (s) use the Site in a manner inconsistent with any applicable laws or regulations.
6.3. Any use of the Site in violation of the foregoing violates these Terms of Service and may result in, among other things, immediate termination or suspension of your account without notice and the inability to access or use the Site and Services on a permanent basis.
7. Data Theft
You acknowledge and agree that use of automated systems or software and/or manual or any other methods to extract data, images, materials, User Created Content, or any other information from the Site or Services (including via screen scraping or framing) for any purpose is strictly prohibited and material breach of this Agreement. If you reproduce, scrape, frame, or disseminate the Site or Services in violation of this Agreement, in addition to any and all other remedies available to Carrier Spot whether at law or in equity, you shall be liable to Carrier Spot for liquidated damages of no less than $10,000 per occurrence. You and Carrier Spot agree that this amount does not represent a penalty, but is a fair and reasonable estimate of damages Carrier Spot may reasonably anticipate to suffer for such a violation, given the fact that it would be impossible, impracticable, or extremely difficult to determine the precise damages incurred by Carrier Spot arising therefrom.
8. Intellectual Property Rights
8.1. Carrier Spot and its licensors own all rights, title, and interest in the Site and Services, including without limitation all copyright, trademark, trade secret, and patent right, and reserves all such intellectual property rights. Using our Site and Services does not give you any ownership in our Site and Services or the content or information made available through our Site and Services, and you are only permitted to use our Site and Services for the purposes authorized in these Terms of Service. Trademarks and logos used in connection with the Site and Services are the trademarks of their respective owners. Carrier Spot and other Carrier Spot trademarks, service marks, graphics, and logos used for our Services are trademarks or registered trademarks of Carrier Spot. You are prohibited from using Carrier Spot's trademarks for any purpose, including without limitation to suggest that you or your Organization are sponsored or endorsed by Carrier Spot, without the prior written consent of Carrier Spot.
8.2. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or Services ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive any and all rights to any such Submissions, and you hereby warrant that any such Submissions are original to you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
9. Data Storage
We may change or discontinue any of our Services, subject to these Terms of Service. Carrier Spot is not a storage service, and you agree that we have no obligation to store, maintain or provide a copy of any User Created Content that you or others provide through the Services, except to the extent required by applicable law and as noted in our Privacy Policy.
10. Third-Party Content, Sites and Apps
Other persons or entities may offer their own content, products, and services through our Services, and we are not responsible for that third-party content, products, or services. Your use of such third-party content, products, or services shared through our Services, is at your own risk. Carrier Spot generally does not review and is not responsible for third-party content, products, or services provided through our Services. You are responsible for deciding if you want to access or use third-party content, products, and services (including, without limitation, apps or sites that link from our Services, if any). Third-party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. You should carefully read the legal terms and privacy policies of any sites or apps linked from the Services before deciding whether to use those sites or apps. You also understand that Carrier Spot does not, and has no obligation to, monitor, pre-screen or pre-approve, or evaluate the integrity of any third-party content, products, or services offered through our Services, but that Carrier Spot shall nonetheless have the right, but not the obligation, in its sole discretion, to refuse, delete or remove any third-party content, products, or services that may be offered through the Services for any reason, including without limitation a violation of applicable law or these Terms of Service.
11. Indemnification
You agree to defend, indemnify, and hold harmless Carrier Spot, and its shareholders, officers, directors, members, managers, employees, independent contractors, licensors, agents, subsidiaries, and affiliates (collectively, the "Carrier Spot Parties"), jointly, severally, and in any combination, from and against any and all losses, damages, costs, liabilities, assessments, expenses (including but not limited to all fees and charges of attorneys and other professionals, and all dispute resolution costs and litigation costs), and amounts paid in settlement (singularly, a "Loss" and collectively, "Losses") by or on behalf of any Carrier Spot Parties incurred in connection with any actual, threatened, pending, or completed claim, action, suit, mediation, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, audit, or any other proceeding (collectively, "Claims") made or brought against any of the Carrier Spot Parties (including claims by governmental entities seeking to impose penal and/or civil sanctions) arising out of or resulting from: (a) your breach of these Terms of Service; (b) your breach of the Privacy Policy; (c) your violation of the law; (d) your User Content; (e) your breach of any of your representations and warranties in these Terms of Service; (f) any inaccuracy in any of your representations or warranties in these Terms of Service; (g) violation of the proprietary rights of a third-party via your User Created Content or Submissions; and (h) your use of the Products and Services.
12. Copyright Infringement Assertions
If you have a "good faith" belief that Content contained on the Site or otherwise associated with the Services infringes your intellectual property rights, and you wish for Carrier Spot to consider the alleged infringing content, you should provide the following information to us: (a) identify, with specificity, your protected work that you reasonably believe is being infringed upon; (b) identify the content that you reasonably believe is infringing upon your protected work, including sufficient information to allow Carrier Spot to locate the alleged infringing content; (c) provide your contact information, including full name, mailing address, telephone number, and email address; (d) provide a written statement that you have a "good faith" belief that the use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; (e) provide your signature on the notification (or an electronic signature); and (f) send your notification to our Designated Agent by e-mail to: legal@carrier-spot.com
13. Warranty, Waivers, Assumptions of Risk and Disclaimers
13.1. YOU AGREE THAT YOUR USE OF THE SITE, PRODUCTS, AND/OR SERVICES IS AND SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CARRIER SPOT (ON BEHALF OF ITSELF AND THE CARRIER SPOT PARTIES) DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, IN CONNECTION WITH THE PRODUCTS AND SERVICES AND YOUR USE OF THE PRODUCTS AND SERVICES AND OUR SITE. CARRIER SPOT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENCY, OR COMPLETENESS OF THE SERVICES, OUR SITE, USER CREATED CONTENT, OR THE CONTENT OF ANY SITES LINKED TO OUR SITE. THE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. CARRIER SPOT DOES NOT WARRANT THAT THE SITE, PRODUCTS, OR SERVICES WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE. YOU ACKNOWLEDGE THAT, DUE TO THE NATURE OF THE INTERNET, TRANSMISSIONS TO AND FROM THE SERVICES MAY BE INTERCEPTED BY THIRD PARTIES. THE CARRIER SPOT PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, AND THE CARRIER SPOT PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. THE SERVICES MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES, PRODUCTS AND OUR SITE INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. IN ADDITION, WE ARE NOT OBLIGATED TO PROVIDE ANY MAINTENANCE, TECHNICAL, OR OTHER SUPPORT FOR THE SERVICES.
13.2. Carrier Spot does not function as a motor carrier. No agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by your use of the Services or by these Terms of Service.
13.3. You use the Site and/or Services at your own risk. CARRIER SPOT MAKES NO REPRESENTATIONS OR WARRANTIES OF THE ACCURACY OF CONTENT ON THE SITE AND/OR SERVICES (INCLUDING USER CREATED CONTENT) OR CONTENT OTHERWISE PUBLISHED OR CONVEYED BY AN ALTERNATIVE MEANS AND CARRIER SPOT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR INACCURACIES, ERRORS, OR OMISSIONS IN SUCH CONTENT. EACH BROKER SCORE GENERATED BY CARRIER SPOT AND DISPLAYED THROUGH THE SERVICES IS BASED UPON CARRIER SPOT'S INTERPRETATION OF USER GENERATED SCORINGS. Further, without limiting the foregoing in anyway, Carrier Spot make no representations or warranties whatsoever: (a) regarding the liability, timeliness, quality, suitability, or availability of our Services; (b) that our Services will be uninterrupted or error- free; or (c) regarding the quality, qualifications, suitability, safety, accident history, vehicle history, criminal or civil liability history, creditworthiness or experience of any of the users of our Services. In addition, by using the Services, you acknowledge and agree that we do not, and have no duty to, conduct any investigations or evaluations relating to any of the foregoing. You fully and completely assume all risk of using the Site, Services, and/or Products and any content (including User Created Content), materials or information provided to you by us or any other user of the Services.
14. Limitation of Liability
IN NO EVENT SHALL ANY OF THE CARRIER SPOT PARTIES BE LIABLE, JOINTLY OR SEVERALLY, TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CARRIER SPOT, OR ANY OTHER PARTY, IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. YOU SPECIFICALLY ACKNOWLEDGE THAT CARRIER SPOT AND THE CARRIER SPOT PARTIES SHALL NOT BE LIABLE FOR USER CREATED CONTENT, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER, OTHER USER, OR THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
15. Severability/Waiver/Construction
If a court of competent jurisdiction determines that any provision of these Terms of Service is invalid or unenforceable for any reason, that provision shall be severed from these Terms of Service (in that jurisdiction only) and the remainder of these Terms of Service will continue in full force and effect. Delay or failure to enforce or insist on strict compliance with any of the provisions of these Terms of Service will not constitute a waiver of that or any other provision or otherwise modify these Terms of Service. Carrier Spot's waiver of any right related to these Terms of Service must be express and in writing to be valid; any waiver by Carrier Spot on one occasion will not waive any other right, constitute a continuing waiver, or waive that right on any other occasion. Your agreement to these Terms of Service constitutes your affirmation that you have consulted with, or have had the opportunity to consult with, your attorney regarding these Terms of Service.
16. DISPUTE RESOLUTION, ARBITRATION, AND CLASS WAIVER
16.1. Unless otherwise agreed to by both Parties in writing or set forth in Section 16.4 (Exceptions to the Agreement to Arbitrate), you and Carrier Spot agree that any and all legal, equitable, or other claims arising out of or relating in any way to the Services and/or these Terms ("Claim") will be determined by binding arbitration or in small claims court as further described below.
16.2. Arbitration Notice: The Parties shall start an arbitration proceeding by sending a notice of its Claim ("Arbitration Notice") to the other Party.
16.3. Arbitration Procedures: All arbitration proceedings under these terms will be conducted before a sole arbitrator under the commercial rules then in effect for the American Arbitration Association ("AAA"), except with respect to the provision of these Terms which bars class actions, and any specific rules and procedures explicitly discussed in Section 16. The arbitration shall be conducted in the City of Chicago, County of Cook, State of Illinois. The award rendered by the arbitrator will include costs of arbitration, reasonable costs of expert and other witness and reasonable attorneys' fees.
16.4. Exceptions to the Agreement to Arbitrate: (a) Notwithstanding the foregoing, the Arbitration Notice requirement does not apply to either lawsuits solely for injunctive relief to stop unauthorized use of the Services or lawsuits concerning copyrights, trademarks, moral rights, patents, trade secrets, claims of piracy or unauthorized use of the Services; (b) Notwithstanding the foregoing Arbitration clause and subject to 16.4(c), Carrier Spot may assert Claims for nonpayment or billing and collections matters in any legal forum of its choosing including, but not limited to, in the County of Cook, Illinois and, by agreeing to these Terms of Service, you consent to personal jurisdiction in the State and Federal Courts located in Cook County, Illinois for such purposes, and Carrier Spot shall be entitled to recover its attorneys' fees incurred in recovering for such matters; and (c) Either Party may assert Claims which qualify for small claims court in the appropriate small claims court located in the County of Cook, Illinois and, in such event, the prevailing party shall be entitled to recover its attorneys fees.
16.5. No Class Actions: UNLESS YOU AND CARRIER SPOT AGREE OTHERWISE IN WRITING, YOU MAY ONLY RESOLVE DISPUTES WITH CARRIER SPOT ON AN INDIVIDUAL BASIS. CLASS ACTIONS, CLASS ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS AND CONSOLIDATIONS WITH OTHER CLAIMS ARE NOT ALLOWED. NEITHER YOU NOR CARRIER SPOT MAY CONSOLIDATE A CLAIM OR CLAIMS AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS ACTION, A CONSOLIDATED ACTION, OR A REPRESENTATIVE ACTION. IF THIS SPECIFIC SECTION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF SECTION 16 (ARBITRATION) WILL BE DEEMED VOID.
17. General Provisions
These Terms of Service, the Privacy Policy, and any additional terms or policies for use of the Products or Services provided to you in writing by Carrier Spot (which terms and policies are hereby incorporated into these Terms of Service by this reference), constitute the entire agreement between you and Carrier Spot with respect to the subject matter contained herein. Any action related to these Terms of Service or the Privacy Policy, and any documents incorporated by reference herein, will be governed by, construed, and enforced in accordance with the substantive and procedural laws of the State of Delaware (without regard to its conflict of law provisions), and to the extent controlling, to the federal laws of the United States of America. These Terms of Service and the Privacy Policy, and all documents incorporated by reference herein, have been prepared and are to be interpreted in the English (American) language. To the extent there is any conflict between these Terms of Service and our Privacy Policy and any additional terms or policies that are incorporated by reference herein, the terms of these Terms of Service and our Privacy Policy are controlling. To the extent there is any conflict between the terms of these Terms of Service and the terms of our Privacy Policy, the terms of our Privacy Policy are controlling.
18. JURY WAIVER
EACH PARTY AGREES TO WAIVE ITS RIGHT TO A TRIAL BY JURY AND AGREES THAT ALL DISPUTES SHALL BE DETERMINED SOLELY BY AN ARBITRATOR OR JUDGE SITTING AS A FINDER OF FACT.
19. Survival
These Terms of Service remain effective for so long as your User Account remains active, or your Organization's subscription(s) remain active, or you access our Site, Products or utilize our Services, whichever is longer. Upon expiration or termination of these Terms of Service, the obligations which by their nature are intended to survive expiration or termination of the Agreement shall survive.