1. INTRODUCTION. This Agreement is a legal agreement between the Company and you that governs the terms under which you will be permitted to access the Site and/or use the Services. The Site acts as an unbiased portal where Shippers and Shipping Companies are connected so that they may enter into agreements for transportation services. The Company only provides a portal where Shippers and Shipping Companies come together and is not involved in the actual transaction between a Shipper and Shipping Company or the terms of any shipping agreements that may be reached between a Shipper and a Shipping Company. As a result, the Company has no control over the quality, safety or legality of the transactions that take place after introductions are made between a Shipper and Shipping Company through the Site.
For the purpose of this Agreement the following capitalized terms shall have the following meanings:
“Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights and any and all applications, renewals, extensions and restorations thereof in force now or hereafter in effect worldwide.
“Services” means any services or service components as may be offered by the Company from time to time.
“Shipper” means an individual or business entity that desires to arrange, for a fee, for transport services of material or chattel from one location to another.
“Shipping Company” means a business engaged in shipping that desires to bid to provide transport services to a Shipper for a fee and under terms to be determined between the Shipping Company and Shipper.
“Site” means the Motherload.App website.
“Company” means Auto Up, LL and its owners and affiliates.
2. CHANGED TERMS. The Company may, at any time and without notice to you, change or discontinue any aspect of the Site or Services and change or modify the terms and conditions applicable to your use of the Site or Services, including, but not limited to, the terms of this Agreement. Except as stated elsewhere, all amended terms shall be binding and effective 30 days after they are posted on the Site. You agree to periodically and regularly review the Site, including the current version of this Agreement, to be and remain aware of the terms of this Agreement. Your use of the Site or Services constitutes acceptance of any amendments to this Agreement.
3. CONSENT TO USE OF DATA; PRIVACY. The Company does not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. You agree that the Company may collect and use information about you and your use of the Site and Services solely to improve the Site and Services and in accordance with the Company’s “Privacy Statement”. The Company’s Privacy Statement is set forth in full at http://www.Motherload.App/privacy. The Privacy Statement is incorporated by reference and is part of this Agreement as if set forth fully. The Privacy Statement may be changed from time to time, and changes take effect when we post them on the Site.
4. ELECTRONIC COMMUNICATIONS. When you visit the Site, use the Services, or contact the Company through e-mail, you are communicating with the Company electronically. The Company will communicate electronically with you, including by sending you e-mails and posting notices and other information to the Site. You consent to receive communications from the Company electronically. It is your responsibility to provide a current e-mail address and to update your e-mail address as necessary. You agree that all agreements, notices, disclosures and other communications that the Company provides to you electronically shall satisfy any legal notice requirements, including any requirements that such communications be in writing.
5. COPYRIGHT OF SITE CONTENT. The Site and all of its content, including text, graphics, logos, button icons, images, digital downloads, data compilations and software code, is the property of the Company and protected by United States and international copyright laws. The compilation of all content on this Site is the exclusive property of the Company and protected by United States and international copyright laws. All software used on this Site is the property of the Company or its software suppliers and protected by United States and international copyright laws.
6. TRADEMARKS. “Motherload.App” and other graphics, logos, page headers, button icons, scripts and service names are trademarks, registered trademarks or trade dress of the Company or its affiliates in the United States and/or other countries. The Company’s trademarks and trade dress may not be used in connection with any product or service without the express, written consent of the Company. Graphics, logos and service marks of a third party are included on the Site with permission from the third party and may not be used in connection with any product or service without the express, written consent of such third party.
7. LICENSE AND SITE ACCESS. The Company grants you a non-exclusive limited license to access the Site and use the Services. While using the Site and Services, you will not:
- Post content or listings in an inappropriate category or area on the Site;
- Violate any laws, third party rights, this Agreement or any of the Company’s policies;
- Manipulate the price of or interfere with any listing;
- Post false, inaccurate, misleading, defamatory, or libelous content;
- Circumvent or manipulate the Company’s fee structure, billing process, or fees owed to the Company;
- Message pricing, contact information, company name, fees or try to direct off site communication.
- Copy, modify or distribute rights or content from the Site or Services or the Company’s copyrights or trademarks;
- Use the Site or Services if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using the Site or Services;
- Fail to make payment for transportation services as agreed with the Shipping Company, unless the Shipping Company has materially breached the agreement between you and the Shipping Company;
- Fail to provide transportation services as agreed with the Shipper, unless the Shipper has materially breached the agreement between you and the Shipper;
- Take any action that may undermine the feedback or ratings systems;
- Transfer your account and user ID to another party without the Company’s consent;
- Distribute or post spam, unsolicited or bulk electronic communications;
- Clone or duplicate style, flow and layout of site;
- Distribute viruses or any other technologies that may harm the Company or the interests or property of other users;
- Collect information about users, including e-mail addresses, without their consent;
- Use any robot, spider, scraper or other automated means to access the Site for any purpose;
- Take any action that imposes or may impose (in the Company’s sole discretion) an unreasonable or disproportionately large load on the Company’s infrastructure;
- Bypass any measures the Company may use to prevent or restrict access to the Site; and
- Interfere or attempt to interfere with the proper working of the Site, Services or any activities conducted on or with the Site or Services.
- Any violation of the above may result in the following:
- Immediate termination to access this website
- Company has a right to seek legal remedy under state and/or federal law(s).
- If legal action is taken against you, you will be responsible for all legal costs, including (without limitation), any applicable attorney’s fees.
- You agree to conduct your business in an ethical manner.
8. YOUR ACCOUNT. You are responsible for maintaining the confidentiality of your user name and password and for restricting other parties from using this information to access your account. If you believe that your user name or password has been compromised, please contact the Company immediately at help@Motherload.App. You are responsible for all bids, listings, and other information posted at or through your account prior to the time you notify the Company that your account has been compromised. The Company reserves the right to refuse service, terminate accounts, or remove or edit content in its sole discretion.
9. YOUR CONTENT. When you provide the Company with content, including your reviews and testimonials, you grant the Company a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and fully sublicensable right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future.
10. CONDITIONS OF SERVICES. You acknowledge and agree that the Company (a) does not provide transportation services and is not in any way responsible for the provision of transportation services by Shipping Companies, (b) has no control over payment by a Shipper for services provided by a Shipping Company, (c) does not, and will not, verify or confirm the identity of a Shipper or Shipping Company, the accuracy of listings, the ability of a Shipping Company to transport items, the content of the actual shipment, the ability of a Shipper to pay for services provided by a Shipping Company, the ability of a Shipper to send items or a Shipping Company’s compliance with federal, state or local laws or regulations, and (d) does not, and will not ensure that a Shipper or Shipping Company will complete a transportation services transaction brokered through the Site or Services. You are responsible for the accuracy of all information you submit to the Company, including listing, reviews, and account information. You acknowledge and agree that the Company has the absolute right to terminate your account at any time and for any reason or no reason and without notice to you. The Company reserves the right to remove or edit listings or other content that, in the Company’s sole judgment, is offensive, illegal, threatening, lewd or violates this Agreement. If you created an account as a business entity, you represent that you have the authority to bind the entity to this Agreement.
11. NO AGENCY. You acknowledge and agree that no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement or your use of the Site or Services.
12. ADDITIONAL SPECIFIC CONDITIONS OF SERVICES FOR SHIPPING COMPANIES. If you are a Shipping Company, you agree that it is your sole responsibility to comply with all laws, rules and regulations that may apply including any federal, state or local licensing or bonding requirements. If the Shipping Company is responsible for payment of a monthly membership fee to the Company in order to place bids on listings and use certain sections of the Site and Services you agree to comply with the Company’s membership fee policy and is part of this Agreement as if set forth fully. In the event you terminate your account, you will not be provided a refund of any monthly membership fee that you have already paid the Company.
13. DISCLAIMER OF WARRANTIES. The Site and Services are provided on an “as is” and “as available” basis. EXCEPT AS MAY BE OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE COMPANY DOES NOT MAKE ANY WARRANTY THAT ACCESS TO THE SITE OR THE SERVICES LICENSED HEREIN WILL MEET YOUR REQUIREMENTS OR THAT ACCESS OR SERVICES WILL BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. THE COMPANY MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USING THE SERVICES. YOU AGREE THAT ANY MATERIAL AND/OR DATA OBTAINED OR PROVIDED THROUGH THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. THE COMPANY MAKES NO WARRANTY REGARDING ANY MATERIALS, PRODUCTS OR BENEFIT OF ANY KIND PROVIDED BY THIRD PARTIES THAT ARE OBTAINED THROUGH OR AS A RESULT OF ANY TRANSACTION ENTERED INTO, THROUGH OR AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT THAT CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY. IT IS AGREED THAT THE EXCLUSIONS SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW.
14. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PROSPECTIVE BUSINESS ADVANTAGE, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, MISUSE OF OR INABILITY TO USE THE SITE OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SITE OR OTHERWISE ARISING OUT OF THE USE, MISUSE OR UNAVAILABILITY OF THE SITE OR SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF THE COMPANY, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO YOU FOR YOUR OR ANOTHER USER’S USE OR MISUSE OF THE SITE OR SERVICES. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITE AND SERVICES OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SITE AND SERVICES, INCLUDING DAMAGES THAT MIGHT BE INCURRED BY THIRD PARTIES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND THE FULLEST EXTENT PERMITTED BY LAW.
16. EXCLUSIVE REMEDY. Regardless of the previous paragraphs, if the Company is found to be liable, its liability to you or to any third party is limited to the greater of (a) the total fees paid by you to the Company in the two (2) months prior to the action giving rise to the liability, or (b) $100, whichever is less.
17. APPLICABLE LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, excluding its conflict of laws rules. You and the Company hereby agree to submit to the sole and exclusive subject matter jurisdiction, personal jurisdiction and venue of the Supreme Court State of Florida, County of St Lucie, or the United States District Court, of Florida.
18. INDEMNIFICATION/RELEASE. You shall indemnify the Company and its affiliates (including, but not limited to, its owners, employees, officers and agents) from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising from your use of the Site or Services, breach of this Agreement, or violation of any law or the rights of a third party. If you have a dispute with one or more users, you release the Company (including, its owners, directors, employees, officers and agents) from claims, demands, and damages (actual or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
19. MISCELLANEOUS PROVISIONS. If for any reason a court of competent jurisdiction finds any provision or portion thereof to be unenforceable, the remainder of the terms of the Agreement shall continue in full force and effect. This Agreement and any expressly incorporated document represents the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the Company. The failure by the Company to enforce any provision of this Agreement or portion thereof does not act as a waiver or stop the Company from enforcement of the remaining terms. The section headings appearing in this Agreement are inserted for convenience only and in no way define, limit, construe or describe the scope or extent of any section or, in any way, affect such section.
20. Membership and Payments. Payment for service fee is due prior to release of shipping company information. Service fees are non-refundable to shipper after payment. This is to eliminate circumvention of Motherload.app and its platform releasing transporters information after payment. If a shipping company cancels membership, any prorated amounts will not be refunded. User accounts can be turned off if multiple cancellations occur.
21. Non-Disparagement. The shipper and shipping company agree to treat each other respectfully and professionally and not disparage the other party, the company, the site and of other party’s website, operations, SOP, rules and regulations, officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both the shipper and shipping company will respond accurately and fully to any question, inquiry or request for information when required by the legal process.
22. User Reinstatement. If you are removed from this site, you may petition to have your registration reinstated. You will be required to submit a written stated as to why you should be reinstated. You must include your full name, company name (if applicable), email address and your reason(s) for reinstatement. Submitting your statement does not guarantee that you will be reinstated. Auto Up, LLC (d.b.a Motherload.app) does not have to provide a reason for reinstatement or denial.
23. Transporter Bids. All quotes submitted must be “all in” rates. You cannot add fees after bid acceptance unless shipment criteria is different than the original posting. “All In” rates include all services, fuel, labor or any other needs based on listing. It is the transporters requirement prior to bidding to ensure their rate is “all in”. Failure to properly bid can result in account suspension or deletion. We suggest asking any questions publically prior to bidding to ensure a smooth transaction with the shipper.