These Terms of Use (the “Agreement”) govern use of the “Convoy” software platform (the “Platform”) owned and operated by Flexport Freight Tech LLC (“FFT”). The Platform may be made available by FFT to authorized users via the website www.convoy.com (the “Site”) and one or more associated mobile software application platforms (collectively, the “Mobile App”).
FFT provides the Platform to connect Shippers or Brokers with Carriers for the transportation of cargo whereby Shippers or Brokers can submit a request for the transportation of cargo (“Shipment”). Carriers can accept such requests, and the Shipper or Broker and the Carrier can track such requests. The Platform includes access to all applications, content and downloads offered by FFT, including the Site, Mobile App, and associated user content. FFT does not assess the suitability, legality, regulatory compliance, quality or ability of any Shipper, Broker, Carrier or shipped items scheduled through the use of the Platform, and FFT makes no warranty regarding the same. FFT expressly does not undertake any actions to either book, arrange for, or undertake the transportation of cargo by motor carrier. It does not act as a “broker” as that term is defined in 49 U.S.C. § 13102(2) and it does not act as a “carrier” as that term is defined in 49 U.S.C. § 13102(3).
By signing up and registering with FFT to use the Platform or by accessing or using the Platform, you are accepting this Agreement, on behalf of yourself or the company, entity or organization that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, on behalf of yourself or the company, entity or organization that you represent. You may not access or use the Platform or accept this Agreement if you are not at least 18 years old. Please read this Agreement carefully before using the Platform. Use of the Platform is conditioned on your agreement to all of the terms and conditions contained in the Agreement, including the policies and terms linked to or otherwise referenced in the Agreement, all of which are hereby incorporated into the Agreement.
Please refer to FFT’s Privacy Policy for information about how FFT collects, uses and discloses information about users of the Platform. The Privacy Policy is expressly incorporated into this Agreement by reference. .
FFT IS NOT A MOTOR CARRIER OR A BROKER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY FFT IS A MOTOR CARRIER OR BROKER, OR THAT FFT IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A MOTOR CARRIER OR BROKER. FFT HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION, BROKER SERVICES OR MOTOR CARRIER SERVICES PROVIDED. IF YOU DO NOT SO AGREE, YOU SHOULD DECLINE THIS AGREEMENT, IN WHICH CASE YOU ARE PROHIBITED FROM ACCESSING OR USING THE PLATFORM.
Carrier means a licensed “motor carrier” as that is defined in 49 U.S.C. § 13102(3) that is also a User.
Any federally licensed freight broker as defined by 49 USC §13102(2) under authority granted by the Federal Motor Carrier Safety Administration (“FMCSA”) of the U.S. Department of Transportation that is also a User.
A Shipper means any “shipper” as that word is defined in 49 USC §13102(13).
A User is any individual or company who accesses or uses the Platform, and in the case of an individual, the company, entity or organization that such individual represents.
User Content means any and all information, data, textual, audio, and/or visual content, commentary and feedback related to the Platform, ratings, reviews and other content that a User submits to, or uses with, the Platform. User Content includes the information provided in a Shipment request or acceptance and other Shipment-related information and documents. User, including Carrier, warrants: (i) the completeness and accuracy of all User Content posted to the Platform; and (ii) that User will provide any and all information as prompted or requested by the Platform.
This Agreement does not make any User an agent, legal representative, joint venture, or partner of FFT for any purpose and it does not make FTT the agent, legal representative, joint venturer or partner of User for any purpose.
The Platform offers a marketplace where Shippers and Brokers may offer, and Carriers may accept, Shipments for transportation. The Platform also includes functions that allow Users to manage and track Shipments and to request payment and to make payment for transportation services.
The Shipment’s details, as provided by the Shipper or Broker, will be posted to the Platform if the Shipment meets the Platform’s submission requirements. The Shipper or Broker may cancel a Shipment at any time prior to a Carrier accepting it. Carriers may view a list of Shipments available to the Carrier at any time and accept a Shipment through the Platform. Once a Carrier accepts a Shipment, the Carrier will be assigned to perform transportation services related to the Shipment subject to terms agreed by the Carrier and the applicable Shipper or Broker.
The Platform will notify the Shipper or Broker that the Shipment has been accepted. It also will notify the Carrier that the Shipment has been assigned to the Carrier; provided, however, that FFT does not guarantee that an attempt to accept any Shipment will be successful; the first Carrier which accepts the posting will receive the assignment from the Shipper or Broker. If the original Carrier assignment fails for whatever reason, the Shipment will be re-posted to the Platform.
When a Shipment is assigned to a Carrier, the Shipper or Broker who posted the Shipment and the Carrier will enter into an agreement that will govern the terms under which the Carrier will transport the Shipment. FFT shall not be a party to that agreement and it shall have no obligations to either the Carrier or the Shipper or Broker under the terms of that agreement.
Within a reasonable time after accepting tender of cargo for transport, Carriers shall upload to the Platform the bill of lading for the shipment. Carrier shall not name FFT as either a shipper or a consignee on any bill of lading. FFT is not responsible for any Shipment terms entered into between and Carrier with any Shipper or Broker.
Unless otherwise agreed, the freight charges stated in the Platform and agreed to by a Carrier’s acceptance of a Shipment shall include the transportation of the cargo from origin to destination, the cost of any fuel, tolls, ferry charges or other expenses related to the operation or maintenance of equipment, and any other specialized services or equipment contemplated in the load tender (including, but not limited to amounts for refrigerated trailers, lift-gate service, loading or unloading, etc.). If any additional services not contemplated at the time a Shipment is posted are provided by Carrier, Carrier will use its best efforts to provide the Broker or Shipper as applicable advance notice of any and all unspecified ancillary services or costs incurred to obtain Shipper approval of such charges.
Once a Shipment is completed, Carriers shall post to the Platform a proof of delivery signed by the authorized recipient within 24 hours of delivery.
FFT may, as a convenience and value added service, provide Users through the Platform with access to GPS services, Google Maps or similar service to suggest routing. However, any such routing information is for convenience only and it is not instructional or mandatory.
As conditions for access to the Platform, every Carrier must meet the following qualifications. FFT may, but is under no obligation to, use third party data sources to determine whether Carrier has the qualifications listed above, and FFT may deactivate any Carrier that FFT has actual notice does not have the qualifications listed above. In addition, and without limiting the foregoing, FFT reserves the right to either not present certain Shipments to a Carrier or to deactivate a Carrier based on information other than that listed in this Section 3. FFT may take these actions at its sole discretion and Carrier waives any recourse against FFT it deactivates Carrier’s account.
Upon registering with the Platform, Carrier shall provide FFT: (i) a copy of its FMCSA Operating Authority; (ii) a completed W-9 form; and (iii) proof of insurance as described in Section 3.2 below. Carrier may be directed to provide these through third-party services.
A Carrier must at all times procure and maintain, at its cost and expense, with reputable and financially responsible insurance underwriters maintaining a rating of B+ or higher, the following insurance coverages:
Automobile Liability insurance to include any automobile, or all owned, non-owned and hired automobiles, covering bodily injury (including injury resulting in death) and loss of or damage to property in an amount not less than $1,000,000 per incident. If applicable law, rule or regulation requires Carrier to maintain amounts in excess of these limits, Carrier shall provide such higher limits.
Motor Truck Cargo Liability insurance in an amount not less than $100,000 per incident, and shall not contain any exclusions for employee theft or dishonesty, unattended or unattached trailers, or otherwise likely to result in denial of claims (including commodity specific exclusions, exclusions for corrosion, or exclusions related to use of refrigerated equipment, including breakdown). If Carrier maintains limits in excess of these amounts, Carrier may qualify for Shipments not otherwise available to Carriers only maintaining such minimum amounts.
Workers compensation in accordance with any and all applicable laws, rules and regulations.
Carrier must inform FFT immediately if any insurance coverage is canceled.
Carrier agrees that it shall not re-broker, co-broker, subcontract, assign, or cause or permit any other person or entity to perform any of its obligations for any Shipment it obtains through the Platform.
Carrier shall not have a current safety rating issued by FMCSA of either “Conditional” or “Unsatisfactory,” and that shall not otherwise be subject to an out of service order or otherwise prohibited from providing service in accordance with all applicable laws, rules and regulations.
FFT is not responsible in any way for the selection criteria that a Broker or Shipper may use to select a Carrier. Carrier selection is expressly within the sole discretion of a Broker or Shipper. Brokers and Shippers represent and warrant that they shall use their own judgment to determine whether to utilize a particular Carrier to transport a Shipment. Any information that a Shipper or Broker might receive from FFT regarding a Carrier shall be for informational purposes only that the Shipper or Broker may consider when evaluating carriers and a Carrier’s availability on the Platform shall not constitute FFT’s endorsement, certification or recommendation of the Carrier. All disclaimers and limitations contained in Sections 13.7 and 13.8 apply to any information that a Broker or Shipper may obtain from the Platform. WITHOUT LIMITING THE FOREGOING, FFT DISCLAIMS ANY IMPLIED WARRANTY OR PROMISE THAT IS CERTIFYING THAT ANY CARRIER IS (OR IS NOT) QUALIFIED TO TRANSPORT ANY SHIPMENT.
In addition the Platform may provide a means for Shippers, Brokers, and Carriers to rate and review each other and to have those ratings made available to other Users. FFT does not express any opinion, nor does FFT make any assurances regarding the truth or accuracy of any User reviews or ratings. FFT does not regularly monitor or remove reviews or ratings, or any portion thereof, unless they contain content FFT deems inappropriate in FFT’s sole discretion.
The Shipper or Broker who posted the Shipment shall be solely responsible for paying all of the agreed to freight charges to the Carrier as well as additional amounts, if any, paid by the Shipper or Broker for additional services provided by Carrier with respect to a Shipment (collectively the “Carrier Fee.”) FFT may advance payments of Carrier Fees to a Carrier before FFT receives funds from a Broker or Shipper, but in such advances are made strictly on behalf of and for the benefit of the Broker or Shipper and are not an admission that, or evidence of, FFT’s liability to the Carrier for payment of any charges.
Carrier is solely responsible for its compliance with any applicable tax reporting requirements and the collection and/or payment of all taxes which it may be liable for in any jurisdiction arising from your use of the Platform. FFT is not responsible for collecting, reporting, paying, or remitting any taxes that Carrier may owe.
Brokers or Shippers may authorize accelerated payment of Carrier Fees for certain designated Shipments. Any costs or deductions for accelerated payments will be disclosed to a Carrier at the time the Shipment is offered to a Carrier. By advancing any accelerated payments to a Carrier FFT is not assuming any liability of any kind to pay Carrier any Carrier Fee(s). If a Carrier received an accelerated payment of a Carrier Fee, and there is a dispute of any kind between a Shipper or Broker and the Carrier regarding the Shipment or the Carrier Fee, then FFT shall not be a a party to such dispute and FFT retains all rights to recoup any accelerated fee payment from either the Shipper or broker (as the cas ebay be) and the Carrier.
All disbursements from Shippers or Brokers to Carriers are facilitated through a third-party payment processing service. FFT may replace its third-party payment processing services without notice to you.
FFT’s Payment processing services are provided by Stripe and subject to the Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal), which includes the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the "Stripe Terms"). By using the Platform to receive payment proceeds, you agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of FFT enabling payment processing services through Stripe, User authorizes FFT to obtain all necessary access and perform all necessary activity on its Stripe Connected Account to facilitate the User’s use of the Platform. User further agree to provide accurate and complete information about its business, and authorize FFT to share it and transaction information with Stripe for the purposes of facilitating the payment processing services provided by Stripe. FFT reserves the right to switch payment processing vendors in its sole discretion.
In order to use the Platform, you must register for an account with FFT and provide certain information as prompted. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your account at any time, for any reason, by contacting FFT or following the instructions on the Platform. You are responsible for maintaining the confidentiality of your account login credentials and are fully responsible for all activities that occur under your account. You agree to immediately notify FFT of any unauthorized use, or suspected unauthorized use of your account or any other breach of security. FFT is not liable for any loss or damage arising from your failure to comply with the above requirements. FFT may suspend or terminate your account and access to the Platform for your failure to meet the requirements contained in this Agreement, described within the Platform itself, or otherwise communicated to you by FFT, or for any other reason in FFT’s sole discretion.
Upon registration for an account, you may be asked to provide FFT with a telephone number at which FFT can reach you. That number is required to connect Shippers and Brokers with Carriers for the transportation of cargo and so that FFT can reach you with informational calls and SMS and/or MMS text messages related to the transportation of cargo. The frequency of text messages that FFT sends to you depends on your transactions with FFT and you consent to receive text messages sent through an automatic telephone dialing system. All calls to and from FFT may be monitored or recorded for quality and training purposes.
If you elect to receive promotional text messages in connection with your account, FFT may also send you promotional text messages and you consent to receive text messages sent through an automatic telephone dialing system.
All charges are billed by and payable to your wireless service provider. Please contact your wireless service provider for pricing plans and details. If you wish to opt out of such text messages, you may do so by following the "opt-out" instructions in the text message, or by editing your account settings. Message and data rates may apply. FFT will treat data collected through text messages in accordance with FFT’s Privacy Policy.
Subject to the terms of this Agreement, FFT grants you a limited, non-transferable, non-exclusive, revocable license to access and use the Platform, including to use the Site and install and use the Mobile App in executable object code format only solely on your own handheld mobile device, for your internal business use during the term of this Agreement.
You shall not::
license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform;
modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform;
access the Platform in order to build a similar or competitive service;
except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Platform in any form or by any means;
use the Platform to upload, transmit, display, or distribute any User Content that: (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; and
use the Platform to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other Users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Platform, other computer systems or networks connected to or used together with the Platform, through password mining or other means; (vi) harass or interfere with another User’s use and enjoyment of the Platform; or (vii) introduce software or automated agents or scripts to the Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Platform.
Users may contact FFT’s technical support center for any support- related issues arising from the use of the Platform by following the instructions on the Platform.
FFT reserves the right, at any time, to modify, suspend, or discontinue the Platform or any part thereof with or without notice. You agree that FFT will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform or any part thereof.
FFT, its affiliates, and its licensors own all intellectual property rights in and to the Platform, including but not limited to the Site, Mobile App, all related software and servers, and FFT’s trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the “Marks”). You acknowledge and agree that FFT owns all right, title, and interest in and to the Platform and Marks, including all intellectual property rights therein. You understand and agree that without a written license agreement with FFT, Users may not make any use of the Marks. Except to the extent expressly granted in this Agreement or separately in writing by FFT, all right, title and interest in and to the Platform and the Marks are reserved by FFT.
You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate any provision of this Agreement. For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by FFT. You acknowledge and agree that FFT is not responsible for any loss or damage resulting from anyone’s use or reliance on User Content and FFT makes no guarantees regarding the accuracy, completeness, usefulness currency, suitability, or quality of any User Content, and assumes no responsibility for any User Content.
Notwithstanding the foregoing, FFT reserves the right to review any User Content, investigate, and take appropriate action against you in its sole discretion, including removing or modifying User Content, terminating your account, and/or reporting you to law enforcement authorities. However, FFT has no obligation to monitor, modify, or remove any User Content.
Users hereby grant, and represent and warrant that they have the right to grant, to FFT an irrevocable, nonexclusive, royalty-free and fully paid, sublicenseable, worldwide license, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels, now known or hereafter devised (including in connection with the Platform and FFT's business and on third-party sites and services), without further notice to or consent from You, and without the requirement of payment to You or any other person or entity. All rights in and to the User Content not expressly granted to FFT in this Agreement are reserved by Users.
FFT may create anonymous data records (“Anonymous Data”) from your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. FFT may use and disclose Anonymous Data for any purpose, including improving the Platform.
FFT may share your User Content (a) with third party service providers; (b) if another company acquires the Platform or FFT; and/or (c) to comply with relevant laws, to respond to subpoenas or warrants or assist in preventing any violation or potential violation of the law or this Agreement.
FFT respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Platform infringe upon your copyrights, please send the following information to FFT’s Copyright Agent at support@convoy.com:
A description of the copyrighted work that you claim has been infringed, including specific location on the Platform where the material you claim is infringing is located. Include enough information to allow FFT to locate the material, and explain why you think an infringement has taken place;
A description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
Your address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. FFT may terminate access, usage or subscription to the Site, as the case may be, for repeat infringers in appropriate circumstances.
The Platform might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites”). Such Third Party Sites are not under the control of FFT and FFT is not responsible for any Third Party Sites. FFT does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.
Location data provided by the Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage, or other loss. Neither FFT, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Platform, whether provided by FFT, third party content providers, or Users.
Geolocational data that You upload, provide, or post on the Platform may be accessible to certain Users of the Platform. You assume any and all risk of providing such data to other Users of the Platform.
User agrees to defend, indemnify and hold FFT (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your (i) use of the Platform, (ii) User Content, (iii) interaction with any other User, (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) your shipment services. Without limiting the foregoing, this obligation to indemnify and hold harmless includes, but is not limited to, claims related to personal injury or death that third parties may assert against FFT. FFT reserves the right, at User’s expense, to assume the exclusive defense and control of any matter for which User is ] required to indemnify FFT and User agrees to cooperate with FFT’s defense of these claims. User agrees not to settle any matter without the prior written consent of FFT. FFT will use reasonable efforts to notify User of any such claim, action or proceeding upon becoming aware of it. User’s indemnification and hold harmless obligations under this paragraph will not apply to the prorated extent that any claim is directly and proximately caused by the negligence or intentional wrongful acts of FFT. User further waives any exclusive remedy defense as a limitation or bar on its duties to indemnify and hold harmless FFT.
Except to the extent governed by applicable federal law, this Agreement shall be deemed executed in the State of California and shall be interpreted, in the event of a dispute arising hereunder, under the laws of California without regard to its conflicts of laws provisions. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. The parties waive any and all rights and remedies provided by Part B to Title IV of Title 49 to the U.S. Code to the extent such rights and remedies conflict with the provisions of this Agreement. Without limiting the foregoing, the parties expressly waive access to records pursuant to 49 C.F.R. Part 371.
User agrees that the state and federal courts located in San Francisco County, California shall be the sole and exclusive jurisdictions in which it may bring any claims or actions against FFT. User further irrevocably consents to, and waives any objections to personal jurisdiction or forum non conveniens, to any action or suit By FFT against User being brought in the state or federal courts located in San Francisco County, California.
This Agreement will remain in full force and effect while you use the Platform. FFT may at any time terminate this Agreement in its sole discretion if (a) you have breached any provision of this Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (b) FFT is required to do so by law (for example, where the provision of the Platform to you is, or becomes, unlawful); (c) FFT has elected to discontinue the Platform; or (d) for your poor performance as a Carrier in FFT’s sole discretion. Upon termination of this Agreement, your Account and right to access and use the Platform will terminate immediately.
This Agreement is subject to occasional revision by FFT. In the event of any material changes made to the Agreement, FFT will notify you by electronic mail, or other means of communication, before your next use of the changes on the Platform. Any changes to this agreement will be effective upon the earlier of (a) the date you accept the new terms or (b) thirty (30) calendar days following your receipt of the notice of the changes. These changes will be effective immediately for new Users of the Platform. Continued use of the Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
This Agreement constitutes the entire agreement between you and FFT regarding the use of the Platform and your relationship with FFT. In no event will any terms in Carrier’s tariff, bill of lading or other documentation apply to this Agreement. FFT’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
This Agreement, and User’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by User without FFT’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. FFT may freely assign this Agreement at its sole discretion. The terms of this Agreement shall be binding upon assignees.
All notices as required by any of the terms and conditions of this Agreement shall be deemed given with the notices prepared, adequately addressed and deposited in the United States mail, postage prepaid and transmitted by email. FFT’s physical address and email address for notices are:
Flexport Freight Tech LLC
760 Market Street
Eighth Floor
San Francisco, CA 91402
legal@flexport.com
FFT has your permission to identify User as a customer of FFT or user of the Platform and to reproduce User’s name and logo on the Site and in any other marketing materials.
If User provides FFT any feedback, suggestions, or other information or ideas regarding the Platform (“Feedback”), User hereby assign to FFT all rights in the Feedback and agree that FFT has the right to use such Feedback and related information in any manner it deems appropriate. FFT will treat any Feedback as non-confidential and non-proprietary. User agrees that it will not submit to FFT any information or ideas that you consider to be confidential or proprietary.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." FFT EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. FFT MAKES NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. FFT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
FFT'S SERVICES MAY BE USED BY YOU TO COORDINATE TRANSPORTATION SERVICES AND OTHER RELATED TRANSACTIONS WITH OTHER USERS, BUT YOU AGREE THAT FFT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE PLATFORM, ANY TRANSPORTATION SERVICES, OR ANY OTHER TRANSACTIONS COORDINATED OR OFFERED OR PURCHASED BY YOU THROUGH THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU ASSUME ALL LIABILITY AND RISK OF USING THE PLATFORM, COORDINATING AND/OR OFFERING TRANSPORTATION SERVICES OR OTHER TRANSACTIONS.
FFT RESERVES THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SITE OR THROUGH THE SERVICES OR RELEASE TO OTHERS. FFT DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS, OR “HACKERS”). FFT ONLY OFFERS TECHNOLOGY THAT ENABLES USERS TO COORDINATE TRANSPORTATION SERVICES AND OTHER RELATED TRANSACTIONS. FFT IS NOT A CARRIER, BROKER, OR SHIPPER. FFT IS NOT INVOLVED IN THE ACTUAL TRANSPORTATION OF CARGO OR IN THE SELECTION OF ANY COUNTERPARTY TO ANY TRANSACTION REGARDING ANY SHIPMENT. AS A RESULT, FFT HAS NO CONTROL OVER THE QUALITY OR SAFETY OF ANY CARRIER, VEHICLE, CARGO OR OF THE TRANSPORTATION THAT OCCURS AS A RESULT OF THIS SERVICE; NOR DOES FFT HAVE ANY CONTROL OVER THE TRUTH OR ACCURACY OF USERS' INFORMATION LISTED ON FFT. FFT RESERVES THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE PLATFORM AT ANY TIME WITHOUT NOTICE.
THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. FFT ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. FFT IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES.
FFT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
FFT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR ANY THIRD PARTY. FFT SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND FFT'S REASONABLE CONTROL. IN NO EVENT SHALL FFT'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE PLATFORM AND ANY SERVICES COORDINATED THROUGH THE PLATFORM FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED (US $500.00) U.S. DOLLARS.
THE LIMITATIONS AND DISCLAIMER IN THIS AGREEMENT DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN FFT AND YOU.