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Terms & Conditions

 

TMS SaaS Terms and Conditions of Service:

Updated: April 29, 2024

Welcome to FreightPOP! Thank you for choosing us for your transportation management needs. We hope you enjoy your experience with us. We are confident we will have a positive financial impact on your business and improve customer service for your customers.

The following information constitutes the Terms of Service (TOS) for FreightPOP (FreightPOP, us, we) offerings. These TOS are vital and govern your company’s (Company, Subscriber, you, your) use of our Transportation Management System (TMS) software and other FreightPOP offerings, including the FreightPOP website https://www.freightpop.com, and our documentation (Services). Your awareness and acceptance of our TOS is required for your use of our Services, so please read these terms carefully, as they form a binding agreement between you and FreightPOP. If you do not agree with our TOS, do not use our Services. The “Effective Date” of these TOS is the date which is the earlier of (a) the effective date of the first Subscription Agreement entered into with FreightPOP or (b) the Company’s initial access to the Services through any subscripton, registration or quote process.

If you are utilizing our Services as an employee, contractor or agent of a company, partnership or other entity, you must be authorized to sign for and bind that entity to these TOS (Authorized User), and you hereby represent and warrant you have the authority to bind your entity to these TOS. Any rights provided for under these TOS are conditioned upon such acceptance by such Authorized User.

From time to time FreightPOP will modify these TOS. Changes to our TOS become effective for the Subscriber upon renewal of the then-current Subscription Agreement or the effective date of a new quote after new FreightPOP TOS go into effect. We recommend a regular review of our TOS on a consistent cadence. Continued use of our Services after an updated TOS goes into effect will constitute acceptance of the TOS. If you do not agree with our changes to our TOS, stop using our Services.

1. Use of FreightPOP TMS Services

The Transportation Management System Services and other FreightPOP SaaS Services are provided by FreightPOP directly to the Subscriber. Our Services include our TMS software platform which provides an effective transportation management solution to reduce expenses and increase the success of customer service to your customers. The Service is not an agent, broker, or a motor, air, or rail carrier, a freight forwarder or any other form of freight transportation provider (Transportation Provider or Carrier).

  1. All shipping rates, quotations, and transit times are provided directly from such Transportation Providers. FreightPOP is not responsible for the accuracy or completeness of such information. Any shipments with a Transportation Provider participating as a provider for you in our Services, are governed by the terms and conditions of that particular Transportation Provider with whom shipment has been arranged, and not our TOS.

  2. To engage our Services for 12 months or more (Long Term Accounts) or for monthly subscription accounts, FreightPOP requires the execution of a Subscription Agreement, in addition to your agreement and compliance with these TOS. In the event of a conflict between these TOS and the Subscription Agreement, the terms of the Subscription Agreement will govern.

  3. FreightPop will make the Services available to Company for the Subscription term solely for use by the Company and its Authorized Users in accordance with these TOS, the Subscription Agreement and its exhibits, and any documentation provided. Subscriber may permit authorized contractors and affiliates to serve as Authorized Users provided their use is solely for the benefit of Subscriber or its affiliate. Company is responsible for its Authorized User’s training, agreement and compliance with our TOS, the Subscription Agreement and any documentation. To the extent use of the Services requires installation of software, FreightPOP grants you and your Authorized Users a limited, non-transferable, non-sublicensable, non-exclusive, revokable license during the subscription term to use the object code form of the software internally in connection with Subscriber’s use of the Services, subject to these TOS, the Subscription Agreement, and any documentation.

  4. FreightPOP provides its Services and operates in compliance with applicable laws and regulations, including but not limited to any concerning data privacy, data security and the exportation of services, without regard to Company’s use of the Services, and subject to use our Services in accordance with these TOS, Subscription Agreement, documentation, and applicable laws and regulations.

  5. The Company will not (and will not permit a third party to): (a) sell, rent, lease, license, distribute, sublicense, provide access to, or otherwise make the Services available (or deliverables, if applicable) to a third party (except as may be expressly stated in the Subscription Agreement enabling Company to allow its third parties with access to certain Company data, as applicable) or in a service bureau or outsourcing offering; (b) use the Services to provide, or incorporate the Services into, a substantially similar cloud-based service for benefit of a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only with advance written notice to FreightPOP); (d) remove or obscure proprietary or other notices in the Services; (e) bypass or breach security used by the Services or access or use the Services other than by an Authorized User through use of valid access credentials; (f) input, upload, transmit, or otherwise provide to or through the Services, information or materials that are unlawful or injurious, or contain, transmit, or activate harmful code; (h) damage, disrupt, impair, destroy, disable, interfere with, or otherwise impede or harm the Services, in whole or in part; (i) access or use the Services for competitive analysis of the Services, the development, provision, or use of a competing service or product or other purpose that is to FreightPOP’s detriment or commercial disadvantage; or (j) use FreightPOP Services in violation of the Acceptable Use Policy.

2. Use Restrictions.

The Company and the Company’s Users will not do any of the following on or through the FreightPOP Services:

  1. Abuse, harass, threaten, defame or seek to violate the rights of others;

  2. Publish or seek to distribute information that is unlawful, harmful, obscene, libelous, profane, defamatory, racist, or otherwise objectionable;

  3. Charge for access to the Services or any portion of the Services, or any information therein;

  4. Use or harvest data provided by any users without consent;

  5. Encourage illegal activity or activity violating the rights of others, whether individuals or legal entities;

  6. Supply or post content to deliberately mislead others, including content falsely appearing to originate with or endorsed by FreightPOP;

  7. Wrongfully obtain personal data of anyone;

  8. Transmit or transfer viruses, trojans, worms or other malicious programs or code to spy, control, disrupt, destroy or otherwise impair the Services;

  9. Attempt to gain or gain access to servers, equipment or other parts of our environment to disrupt, impair, overload, hinder or compromise the safety, security or privacy of the Services;

  10. Reframe or repurpose the Services or content on it, or remove, obscure or block notices (and advertising as applicable) provided by us on the Services;

  11. Use our Services, or load, access, link or provide access to content on the Services infringing the intellectual property rights of FreightPOP or a third party;

  12. Send or cause sending of spam, email blasts, links or posts promoting pyramid schemes, chain letters or other activity soliciting participation in such endeavors;

  13. Use a robot, spider, scraper or other such means on the Services or content on the Services;

  14. Requirements of this Section 2 are not exhaustive. FreightPOP reserves the right to protect the Services, the Company, and Authorized Users, to remove content or suspend or terminate an account, in its sole discretion, with or without notice, determined to be in breach of the TOS, and take appropriate actions in law or in equity.

3. FreightPOP Reservation of Rights.

Use of our Services does not grant the Customer or its Users any right, title or interest to FreightPOP’s intellectual property rights in or relating to the Services or any other FreightPOP intellectual property, including but not limited to its patents, trademarks and copyrights. You and your Users agree not to reproduce, copy, sell, resell, or exploit any portion of or relating to the Services, including, but not limited to, the HTML/CSS or visual design elements of our website.

4. Copyrighted Material.

  1. FreightPOP does not condone or allow use of copyrighted or proprietary content, information or materials by Customers or their Users which are not the legal property of those Customers or Users.

  2. FreightPOP will promptly take down any use of misappropriated content, information or materials where the alleged misappropriation and violation of third party rights of that content can be reasonably ascertained.

  3. If you as the owner of such content you believe your rights have been infringed by use of your content, information or materials on our Services, please immediately contact FreightPOP in writing, providing all relevant information.

5. Content Monitoring. 

  1. Users can freely add content to the Service. We do not assume any responsibility for content posted onto the Service. If for security reasons, at any time we decide to monitor the Service on any occasion it does not mean that we assume responsibility for removing any content or the conduct of any users at the time or in the future.

  2. As part of our Service, we will be monitoring your freight rates, discounts and actual service levels in order to offer you suggestions about how you might improve upon your transportation management and customer service. Your content will not be shared with other users but used to develop industry standards so that we can let our subscribers know if they are operating below industry standards.

6. Company/Subscriber Data.

  1. As between the parties, Company or its licensors retain all right, title and interest (including all intellectual property rights) in and to the content (Company Data) and modifications to such in your use of the Services.

  2. You, the Company, warrant you own all right, title, and interest in and to Company Data you provide into the Services and your use of that Company Data does not violate the intellectual property rights of any third party. If Company Data entered by you into the Services is found to be owned by or is the property of a third party, you are solely responsible for all royalties, fines, awards, penalties, settlements or other compensation owed that third party, with no recourse or contribution owed by FreightPOP to you the Company or a third party.

  3. Company further represents and warrants it has the right and is entitled to submit Company Data into the Services and that such data is true, correct, accurate, complete, current, not confidential, and use or possession does not violate contractual restrictions or other third party rights. It is your responsibility to ensure the accuracy of all data provided and to keep such information accurate, complete and up to date.

  4. Subject to the terms of these TOS and the Subscription Agreement, Company hereby grants FreightPOP a non-exclusive, worldwide, royalty-free license and right to process Company Data to provide the Services, to prevent or address service or technical problems therein, or as required by law.

  5. Company’s license to FreightPOP of the right to process Company Data for the Services includes but is not limited to, FreightPOP’s utilization of Company Transportation Provider account information to facilitate access and integration between Company Transportation Providers services and FreightPOP Services. COMPANY ACKNOWLEDGES AND AGREES FREIGHTPOP’S ACCESS TO AND USE OF COMPANY TRANSPORTATION PROVIDER ACCOUNT INFORMATION IS REQUIRED FOR EFFECTIVE PROVISION OF THE SERVICES. FREIGHTPOP IS NOT AN AGENT OF OR ON BEHALF OF SUCH TRANSPORTATION PROVIDERS. Company acknowledges and agrees the Services are not sponsored or endorsed by any Transportation Provider(s) accessible through the Services. FreightPOP is not responsible for payment processing errors, fees, inaccessibility or other such issues which may arise from inaccurate Company Transportation Provider account information. FreightPOP assumes no liability and in no event is responsible for Transportation Provider billing or tariff inaccuracies.

7. Customer Reference. 

FreightPOP may identify Company as its customer to other customers or prospective customers, including to facilitate data sharing, third-party integration purposes, and purposes in support of FreightPOP providing and improving its Services, pursuant to these TOS and the Subscription Agreement. Without limiting the foregoing, FreightPOP may use and display Company’s name, logo, trademarks, and service marks on our website and marketing materials identifying Company as a customer. Upon Company’s written request, FreightPOP will promptly remove such identifiers from our website and, to the extent commercially feasible, marketing materials.

8. Confidentiality. 

Each party (as a Receiving Party) will use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to:

  1. Not use Confidential Information of the other party (Disclosing Party) for purpose beyond the scope of these TOS, the Subscription Agreement, or provision of the Services; and

  2. Except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to its own employees and agents and any affiliate employees and agents who require access for purposes consistent with these TOS and the Subscription Agreement, and who are bound by obligations of confidentiality to the Receiving Party.

    If the Receiving Party is required by law or court order to disclose such Confidential Information, the Receiving Party shall, to the extent legally allowed, provide the Disclosing Party with advance written notice and cooperate with reasonable efforts to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges disclosure of Confidential Information will cause substantial harm for which damages alone are not a sufficient remedy, and that upon such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to other remedies it might have at law.

9. Use Obligations. 

  1. Company’s use of the Services and Company Data will comply with applicable laws, government regulations, and any legal requirements, including but not limited to, data localization or sovereignty laws, regulations, and other legal requirements applicable to Company.

  2. Company is solely responsible for the accuracy, content and legality of Company Data. Company warrants it has and will have sufficient rights in the Company Data to grant the rights to FreightPOP under these TOS and that processing of Company Data by FreightPOP in accordance with these TOS will not violate any laws or rights of a third party.

10. Data Privacy

  1. Each party shall comply with local laws regarding data privacy as they apply to the Services. Company acknowledges and agrees to comply with, and to train and make Authorized Users knowledgeable of, FreightPOP’s privacy policy at https://www.FreightPOP.com/privacy. FreightPOP will review and revise its privacy policy as or when necessary.

  2. For FreightPOP to process Personal Data of the Company through the Services, Company, as the controller, represents and warrants it has been lawfully given or has lawfully obtained consent from the data subjects for processing of their Personal Data as required under applicable data privacy laws and regulations, and consistent with these TOS.

  3. The parties acknowledge the other party and their respective affiliates may store, access, and process business contact information (names, business phone, business office and email address) of the other’s employees for purposes of this business relationship as it relates to these TOS.

  4. Each party may, for the limited purposes of use of the Services and support of that use, share business contact information relating to employees of the other party as it relates to that employee’s role as a representative of that party, with contractors, business partners, assignees and others acting on such party’s behalf, consistent with these TOS and provision of the Services.

  5. FreightPOP will reasonably support Company’s legal obligations to respond to consumer requests to exercise privacy rights under applicable state, federal and international laws. FreightPOP may charge Company for certain measures of support requiring review, search, or other actions beyond normal course of business operations.

  6. FreightPOP will take reasonable measures to obligate individuals processing Company Personal Data to an appropriate duty of confidentiality with respect to the data. 

11. Security 

FreightPOP has adopted commercially reasonable safeguards against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure, access, use or processing of Company Personal Data. FreightPOP shall promptly notify Company in writing upon confirmation that a breach of Company Personal Data posing a risk to the rights and liberties of those Company data subjects affected has occurred.

12. Intellectual Property

  1. Company agrees FreightPOP retains all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the FreightPOP Services, websites, platforms, intellectual property, and any improvements or derivatives thereof (IP), including but not limited to all usage data for the development, improvement, support, and operation of its products and services.

  2. Except for the express limited rights set forth in the TOS to access and use the Services, no right, title or interest in any FreightPOP IP is granted to Company. Further, Company acknowledges the Services are offered as an online, hosted solution, and Company has no right to a copy of the underlying code for the Services.

  3. Notwithstanding anything to the contrary in these TOS, FreightPOP may freely use and incorporate Feedback into its products and services.

13. Eligibility.

  1. If you are creating an account to use the Services in your individual capacity and acting on your own behalf, you must be at least 18 years of age to subscribe to and use the Services. By registering for an account and using the Services, you represent and warrant you are 18 years of age or older, and understand your obligations under these TOS.

  2. If you are utilizing our Services as an employee, contractor or agent of a company or other entity, you must be at least 18 years of age and an authorized agent with authority to sign for and legally bind the Subscriber to these TOS.

14. Registration and Account Integrity.

  1. Use of our Services requires appropriate and secure use of a username and password. It is your responsibility to ensure the information you and Authorized Users provide is accurate, not misleading and relates to the individual assigned an account by FreightPOP. You are not allowed to create an account, username and/or password under a false identity or otherwise use the name or information of a person not assigned a FreightPOP account. Neither Company nor users may use trademarks, intellectual property of a third party (including us), vulgar, obscene or otherwise inappropriate words as a username or password. FreightPOP will, with or without notice, suspend or terminate an account in breach of these TOS, including under this Section 14.a. If the information of the Company or an Authorized User changes at any time, the Company is responsible for updataing that account to reflect changes.

  2. Under certain conditions, FreightPOP may allocate a specific number of limited user license (LUL) to the Company for use of the Services. Such LULs can be shared between Authorized Users of that one Company. Such LULs are each subject to these TOS, any documentation, and the governing Subscription Agreement. Breach of this Section 14.b. will result in termination, in our sole discretion, of all relevant LULs and/or all accounts provided to the Company.

  3. FreightPOP has no obligation to assess the content, accuracy or legality of Company Data, including to identify information subject to any specific legal, regulatory or other requirement and Company is responsible for making appropriate use of the Services to ensure a level of security appropriate to the particular content of Company Data, including backing-up Company Data.

  4. Company is responsible for managing and protecting Authorized User roles and credentials, including but not limited to (i) ensuring Authorized Users keep credentials confidential and do not share the same with unauthorized parties: (ii) promptly reporting suspicious activities related to Company’s Account by submitting a support request to FreightPOP; (iii) appropriately configuring Authorized User and role-based access controls, taking into account the nature of the data and scope and duration of access; and (iv) maintaining appropriate password uniqueness, length, complexity, and expiration.

  5. Company is required to contact FreightPOP immediately upon suspicion or disclovery of unauthorized access, disclosure, or use of a username and password. Please note FreightPOP does not contact Authorized Users requesting usernames and passwords to confirm credentials or other access details. Company is, and acknowledges and agrees that it is, responsible for maintaining and protecting the security of its account(s) and any user names and passwords. Company further acknowledges and agrees FreightPOP is not responsible nor liable for loss or damage resulting from Company’s failure to implement reasonable password protection, processes, allocation, or training for its employees or agents, as it relates to basic security protections.

  6. Company acknowledges and agrees it is solely and fully responsible for all that happens on or within its account with FreightPOP.

15. Pricing, Plans, and Features.

  1. For current pricing and plans, please see the pricing page located on the FreightPOP website.

  2. FreightPOP reserves the right to change pricing, plans and features offered in the Services at any time, with or without notice to Company. Nevertheless, current Subscribers will receive thirty (30) day advance notice of a price change. 

16. Payment and Credit Control.

  1. Your license to the Service is billed in advance.

  2. Where a Subscription Fee for the Services is paid 12 months in advance, (where FreightPOP provides such option to Company), payment will be taken in full annually on each anniversary of Company’s execution of its Subscription Agreement with FreightPOP.

  3. It is a condition of use of the FreightPOP Services that a valid debit or credit card is on record with FreightPOP at all times for the Company account(s) to remain active.

  4. Where a credit or debit card payment charge or other payment request is made or submitted by FreightPOP, and such payment request is declined by the provided credit card company or bank (for whatever reason), access to the Company account(s) may be immediately suspended, until such time as a valid payment has been processed and a valid credit or debit card is established and associated with your FreightPOP account(s).

17. Cancellation. 

  1. For term subscriptions, the term shall automatically be renewed for successive one year periods thereafter for a Renewal Term, unless either party gives adequate written notice to the other party of their intent to cancel the Subscription Agreement. Such written notice of cancellation shall not be given less than sixty (60) days prior to the end of the Initial Term or the then current Renewal Term, as the case may be.

  2. Cancellation may be executed by utilizing options provided within the Services or by emailing or calling FreightPOP support.

  3. Cancellation by other means, including but not limited to fax, text or instant message, is not valid. Company account(s) remain active until canceled using the identified authorized means as noted in Section 26 (Limitation of Liability).

  4. No refunds will be provided for remaining unused days under monthly or annual accounts.

18. Trial and Offer Periods.

  1. Trial or special offer periods are tendered in FreightPOP’s sole discretion and are subject to withdrawal at any time, without notice.

  2. Not all features of the Services may be available during a trial or offer period.

  3. Our TOS apply to all trial or offer period accounts.

19. Technical Support.

  1. Technical support is provided via email and such other means as deemed appropriate, for the purposes of providing proper services and support to Company and Authorized Users.

  2. FreightPOP is not obligated and reserves the right to limit or deny technical support to free or trial account users.

  3. Prices quoted by FreightPOP on our website pricing page do not include costs, fees or other expenses assessed to cover travel, lodging and other expenses for on-site technical support during implementation.

20. Termination

  1. FreightPOP may terminate an account and all content and materials associated with that account at any time when it determines, in its sole discretion, a breach of these TOS has occurred. Such termination can be with or without notice. As an Authorized User, you can choose to terminate your account at any time (subject to the Subscription Agreement and payment requirements).

  2. Sections 26 of these TOS shall survive any termination of your account(s).

21. Mobile Devices. 

Our Services may currently, or sometime in the future, provide offerings utilizing or provided via a mobile device. If in fact Company subscribes to such FreightPOP offerings (including but not limited to use of mobile device to receive and reply to messages from FreightPOP; the Mobile Services), such mobile carrier's normal messaging, data, and other rates or fees may apply to such use of the Mobile Services. Note, downloading, installing, or using certain FeightPOP Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. The Company or Authorized User is responsible for determining if FreightPOP Mobile Services are available for its mobile devices, what restrictions, if any, may be applicable to such use of the Mobile Services, and how much such services will cost. If Company or an Authorized User subscribes to our Mobile Services, you agree FreightPOP may communicate with you by SMS, MMS or other electronic means to your mobile device, and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate a mobile telephone number, you agree to promptly update the mobile subscription account information with us to ensure the messages we intend to deliver to you are not sent to another entity who acquires that mobile device or number.


22. Cookies. 

Our website or ISP uses cookies to retrieve user details for each visit. Cookies are used in some parts of our website to enable functionality and ease of use for visitors of our website. The Company or Authorized User IP addresses may also be used to diagnose technical problems or administer our website.

23. Confidentiality.

  1. Company shall not directly or indirectly disclose, or use for their own or another’s benefit, Confidential Information as defined herein except as necessary to facilitate transactions associated with using or subscribing to the Services. “Confidential Information" shall include (but is not limited to) business and/or marketing and sales plans, financial information, trade secrets, intellectual property, names, contacts, personal information, shipping or other logistics information or requirements, billing amounts, or pricing information. Confidential Information may be disclosed orally, visually or in tangible form (whether by document, electronic media, or other form). The failure to mark, label or identify any of the above-described information as confidential shall not affect its status as Confidential Information.

  2. We expressly agree not to disclose to any third parties and/or parent, subsidiary and/or affiliated companies any Transportation Provider rate, service and/or pricing practice information FreightPOP becomes aware of through its provision of the Services.

  3. FreightPOP may use your content for analytical purposes so long as we anonymize the content as to source and/or applicability, and further cause it to become anonymous and generalized by removing identifiers which would otherwise identify such data as Company’s content. FreightPOP may use, copy, manipulate, distribute, and develop anonymized and/or aggregated content and make it available to other customers, parent, subsidiary and/or affiliated companies, and/or third parties.

24. Access and Backups.

  1. FreightPOP takes all reasonable measures to ensure the Services are available at all times. However, in the event the Services are unavailable or inoperative, we shall offer (where commercially possible) the opportunity of repeat performance of the Services to have been provided, where appropriate and practical.

  2. Refunds are not available, and will not be offered, where a third-party provider supplying services to you causes the issue.

  3. Company is solely responsible for all Company Data or other content backup, including content or data entered into the Servicdes by the Company or Authorized Users . We strongly recommend Company engage in routine and regular backup of all content and data on the Services.

25. Disclaimer.

  1. The Services and the information contained on or made available through the Services are provided “AS IS.” FreightPOP makes no warranty or representation of any kind, expressed, statutory, or implied, written or oral, including, but not limited to, those of merchantability or fitness for a particular purpose, accuracy, content, completeness, quality, systems integration, legality, reliability, operability, availability, title, non-infringement, or arising from a course of dealing, usage or trade practice. FreightPOP does not represent or warrant the Services will meet your specific requirements. We do not represent or warrant the Services will be uninterrupted, timely, secure, error-free, or free of computer viruses or other harmful mechanisms. We do not represent or warrant the quality of any products, services, information or other material purchased or obtained by you through the Services will meet expectations, or any errors in the Services will be corrected. We are not responsible, and make no representations or warranties for the delivery of messages sent through the Services. THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WE DISCLAIM LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND/OR FOR ANY OTHER REASON. YOU AGREE FREIGHTPOP IS NOT RESPONSIBLE FOR CHARGES INCURRED FOR ANY LOSSES, DAMAGES, FINES, CLAIMS, LEGAL EXPENSES OR PENALTIES OF ANY KIND RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES.

  2. We are not responsible for the accuracy of any information or calculations from links to or from third-party websites or system software applications to or from the Services, and the inclusion of a link does not imply FreightPOP’s endorsement of such third-party website, goods or service sold on such websites. Similarly, our websites may contain ads from third-parties. We do not control or endorse any products being advertised on our website.

26. Limitation of Liability.

  1. Our aggregate liability to you arising out of these TOS, our delivery or non-delivery of the Services, your use of the Services, and/or the performance or nonperformance of the Services, whether arising out of breach of contract, negligence, strict liability in tort, or any other cause of action, shall not exceed the greater of (a) $199 or (b) the total fees paid by Company to FreightPOP for the Services in the thirty (30) day period immediately preceding the date on which you first notify us of a claim arising out of this these TOS, our delivery or non-delivery of the Services, your use of the Services, and/or the performance or nonperformance of the Services, as the case may be.

  2. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST DATA, DAMAGE TO YOUR IT SYSTEM OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT FREIGHTPOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  3. Company acknowledges the determination of requires fees in the Subscription Agreement and our provision of the Services to you has been agreed upon in reliance on the limitations of liability and the disclaimers of warranties set forth in these TOS, and that the same form an essential basis of the bargain between you and FreightPOP, and shall be fully applicable even if the other remedies available to you fail of their essential purpose.

27. Indemnity. 

Company agrees to defend, indemnify, and hold harmless FreightPOP, its parents, subsidiaries and affiliated companies, and all their respective directors, officers, employees, agents, and vendors from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, harm, liabilities, losses, fines, risks, costs, and expenses, fees (including without limitation attorneys' fees and litigation expenses) relating to or arising from the Services, Company’s access and/or use of the Services or any use under a username and password, whether or not authorized by Company, your fraud, violation of law, or willful misconduct, and any breach by you of these TOS, including, but not limited to, your use of the FreightPOP website, uploading, emailing, posting, publishing, transmitting or submitting any content, or any misrepresentation, breach of warranty or certification made by Company.

28. Severability.

The paragraphs, sub-paragraphs and clauses of these TOS shall be read and construed independently of each other. Should any part of these TOS or paragraphs, sub-paragraphs or clauses be found invalid or unenforceable it shall not affect the remaining paragraphs, sub-paragraphs and clauses and the unaffected TOS shall remain valid and enforceable as written.

29. Waiver. 

Failure by FreightPOP to enforce any rights under these TOS shall not be interpreted or deemed to be a waiver of such rights unless FreightPOP acknowledges such a waiver in writing.

30. Entire TOS. 

Except as it pertains to the Subsctiption Agreement, where the terms of the Subscription Agreement conflict with these TOS, and the Subscription Agreement governs the agreement of the parties, these TOS form the final statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these TOS. Company may also be subject to additional terms and conditions applicable when use or purchase of certain other services, third-party content or third party services are engaged. Notwithstanding this section, where Company utilizes a separate or additional FreightPOP product or service, the terms and conditions of that product or service will apply.

31. Jurisdiction.

These TOS are governed by the laws of the State of California and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in Orange County, California, and you hereby expressly submit to the personal jurisdiction and venue of such courts.

32. Relationship of the Parties.

Nothing contained herein shall be construed as establishing an employer/employee, partnership, affiliation, agency, brokerage, franchise, joint venture, or similar relationship.

33. No Assignment. 

You shall not resell or assign your rights or obligations under these TOS or applicable Subscription Agreement.

34. Transit Days

Transit Days for purpses of the Services are business days unless otherwise specified by the Company Transportation Provider.

35. Force Majeure. 

Under no circumstances shall FreightPOP be held liable for any delay or failure in performance of the Services resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, loss of data, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or nonperformance of third parties.