Pallet Connect Inc. Terms and Conditions of Service
Last Updated - May 2016
THESE TERMS AND CONDITIONS OF SERVICE (THIS "AGREEMENT") SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, 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 SERVICES OR ACCEPT THIS AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD.
IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.
1. SERVICES DESCRIPTION
Pallet Connect helps to connect Shippers and Carriers for the shipment of local freight and cargo by providing a platform whereby Shippers can post details of desired shipment requests and Carriers can accept and quote on such shipment requests. "User" means any user of the Services, and may be a Carrier or a Shipper. To the extent you are a Carrier, the provisions in this Agreement regarding Carriers apply to you. To the extent you are a Shipper, the provisions in this Agreement regarding Shippers apply to you. To the extent you are a User, the provisions in this Agreement regarding Users apply to you.
1.2 Shipment Requests
Shipper may post a rate request for a shipment ("Shipment") through the Services. Without limitation, Shipper will provide origin and destination addresses, the requested date and pickup time of the Shipment, a description of the items being shipped (including weight) and any other relevant information about the Shipment. Pallet Connect is not responsible for any Shipment terms. Once the Shipment is accepted for posting by Pallet Connect, the details of the Shipment are posted to the Services. After a certain period of time, the Shipment will be viewable to all Carriers in the immediate area, though Pallet Connect may from time to time, and in order to meet Shippers' specific needs, release shipments to certain carriers before posting it to the Services. Shippers may cancel a Shipment at any time prior to it being accepted by a Carrier and prior to a proposed rate being confirmed by the Shipper. Carriers may view a list of the available Shipments in their immediate area at any time and accept a Shipment through the Services. Shippers will choose a Carrier through the Services, and once selected, Pallet Connect will notify the Shipper and Carrier of the selection. Pallet Connect will provide the Shipper and Carrier with contact information, which shall include a telephone number. Each Shipper and Carrier are responsible for providing an up-to-date telephone number, belonging to them, for use with the Services. Pallet Connect does not guarantee that a Shipment will be accepted by a Carrier. If a Shipment is not accepted by a Carrier, Pallet Connect will notify the Shipper that no Carrier is available and that the Shipper should try posting the Shipment again.
1.3 Completing the Shipment
Shipper must issue and provide the Carrier a bill of lading ("Bill of Lading") for each Shipment. The Bill of Lading must contain, at minimum, the names and addresses of the Carrier and the Shipper, the origin and destination addresses, the requested pickup and delivery dates and times, description of the items being shipped (including weight) and other relevant terms and conditions. Once the Shipment has been completed, Carrier will promptly upload to the Services proof of delivery and a Bill of Lading signed by the authorized recipient ("Proof of Delivery") and keep copies of said Proof of Delivery documents should they be requested at a later date. If the Shipper requests copies of the Proof of Delivery and/or the Bill of Lading and the Carrier did not upload or cannot provide a copy, Pallet Connect has the right to refuse payment or request payment back in full for that specific Shipment. For greater certainty, Shipper, not Pallet Connect, shall issue a Bill of Lading and Proof of Delivery. Carrier will direct any questions or concerns regarding the Bill of Lading to the applicable Shipper. Routing instructions are for informational purposes only.
2. CARRIER TERMS, REPRESENTATIONS AND WARRANTIES
2.1 Carrier Minimal Requirements
As a Carrier, you hereby represent, warrant and covenant that you have provided Pallet Connect:
Prior to moving your first Shipment with Pallet Connect, certificate(s) of insurance evidencing policy limits in accordance with applicable law, and in no event less than the amounts set forth below:
- (i) cargo loss: Minimum $50,000 per shipment;
- (ii) public and general liability: Minimum $1,000,000 per occurrence;
- (iii) automobile liability: Minimum $1,000,000 per occurrence, such insurance shall also cover Carrier's contractual liability under these Terms and Conditions;
- (iv) if refrigerated products require a refrigerated unit Reefer breakdown: Minimum $50,000 per shipment; and
- (v) Workplace Safety and Insurance compensation required by law.
You hereby further represent, warrant and covenant that:
- (a) You shall provide current certificates of the foregoing insurance to Pallet Connect, and, if requested, copies of the underlying policy(ies). At any time Pallet Connect may request, and you shall provide suitable proof of insurance coverage policy(ies). Such policy(ies) shall not be canceled or changed in form without at least thirty (30) days written notice to Pallet Connect. Pallet Connect may cease using you immediately in the event the aforementioned policy(ies) are canceled or materially changed.
- (b) You carry workers compensation insurance or equivalent as required by applicable law, and if you do not carry workers compensation insurance, it is because you are specifically exempted from a legal requirement to carry it.
- (c) You will list Pallet Connect or its designated representative as a certificate holder on your Auto Liability and Cargo Liability insurance policies and, upon request, provide copies of all policies and endorsements.
- (d) You will ensure that Pallet Connect is provided notice of cancellation or modification of any insurance required under this agreement at least 30 days in advance of any cancellation or modification of the required insurance. Without limitation, you agree to indemnify and defend Pallet Connect for any failure to maintain the above mentioned insurance or to properly notify Pallet Connect of such failure.
- (e) Your automobile liability insurance covers all automobiles you will use to perform Services under this Agreement.
- (f) Your insurance covers contractual liability assumed under this Agreement.
- (g) You will not accept shipments for commodities or perform any Services which are excluded by your insurance policies.
- (h) You further agree to procure and maintain any and all insurance required by applicable law.
- (i) Your insurance coverage shall not exclude any claim, loss, injury, damage, or liability related to transportation of hazardous materials, loading or unloading operations, vehicle or trailer theft, or specific classes or kinds of goods, and you shall not invoke any such exclusion in order to avoid liability, responsibility, or obligation, arising hereunder.
- (j) You shall indemnify, defend and hold Pallet Connect harmless, and be fully responsible for any costs to Pallet Connect, due to your work resulting from your failure to procure and/or maintain insurance at the limits set forth in this Agreement.
2.3 Compliance with Laws and Regulations
You hereby represent, warrant and covenant that:
- (a) You are duly authorized to provide shipping services as a contract carrier of commodities and desire to provide shipping services for Shipments.
- (b) You currently, and shall during all periods you transport shipments through the Services, have all applicable licenses, permits, registrations, approvals and authority under local, provincial and federal law to provide shipping services subject to this Agreement, and such authority shall cover the commodities, geographical scope, and special Shipper instructions or requirements related to all transportation services you provide.
- (c) You will comply with all applicable local, provincial and federal laws related to the provision of shipping services, including without limitation those of Transport Canada.
You hereby represent, warrant and covenant that:
- (a) You will immediately notify Pallet Connect if you receive a negative safety evaluation from a provincial authority with jurisdiction over your operations.
- (b) With respect to the equipment you use to perform shipping services under this Agreement, you hereby represent, warrant and covenant that:
- (c) You will, at your sole cost and expense, furnish all equipment required for the performance of shipping services under this Agreement, and pay all expenses related to the use or operation and maintenance of such equipment (including any fines, penalties or fees).
- (d) You will provide equipment that is in compliance with all applicable governmental regulatory standards, testing, requirements, licensing, titling, permits and registration, and sufficient in quality and quantity to meet the transportation needs of each shipment you agree to transport.
2.5 Employees And Services
With respect to your employees who carry out shipping services pursuant to this Agreement, you hereby represent, warrant and covenant that:
- (a) You will employ and be solely responsible for all personnel employed or contracted by you to provide shipping services.
- (b) You will pay your personnel's wages and insurance where applicable, including, but not limited to, workers' compensation insurance.
- (c) You will ensure your employees' hours are in compliance with regulations under applicable law.
- (d) You have sole responsibility for any and all acts and omissions of your drivers, and such drivers' compliance with all applicable laws and regulations.
- (e) You are solely responsible for the interviewing, hiring, training, disciplining, and termination of your drivers and other employees.
- (f) You shall utilize only drivers and other operating personnel who are licensed to perform all services for which they are engaged.
- (g) You shall not broker out any shipments from the Services to another carrier.
2.6 Shipper Instructions
In the event the Shipper gives specific instructions regarding the proper loading, handling and shipping of freight, such terms shall govern and you shall be obligated to comply therewith.
2.7 Payment and Remedies
You hereby agree that:
- (a) You will look solely to Pallet Connect for any payment of freight and other charges owing under this Agreement, and agree that your sole recourse in the event of nonpayment shall be against Pallet Connect, and not under any circumstances against Shipper, consignee or any of their customers. You waive any and all claims you may have against Pallet Connect's customers for payment of charges for services you render hereunder. This undertaking shall survive the termination of this Agreement.
- (b) You shall not claim, and hereby waive any right to claim, any lien in any Shipment.
You shall not contact any Shipper, consignee or other Carrier to solicit, accept, or book shipments with the Shipper for twelve (12) months from the last date of a Shipment between you and Shipper (the "Non-Solicit Period"). Pallet Connect reserves the right to terminate your Account or this Agreement in its sole discretion for a breach or suspected breach of this section 2.8.
In the event of a breach of this section 2.8, you agree to pay any and all fees to Pallet Connect that otherwise would have been due and payable under this Agreement for the Non-Solicit Period.
2.9 Acceptance of Liability
You hereby represent, warrant and covenant that:
- (a) You are solely responsible for any and all liability which results or is alleged as a result of the shipping services you provide under this Agreement, including, but not limited to, property damage, cargo loss, damages or delay, personal injury and death (including, but not limited to, liabilities related to your own property and employees). Your liability in all cases shall be as a motor carrier. Your liability is for the full amount of any such loss, damage, cost or other liabilities, irrespective of your insurance limits.
- (b) You agree to defend, indemnify, hold harmless and/or make whole Pallet Connect, Shippers and consignees (and their officers, employees, and agents), including costs and attorney's fees, with respect to any and all claims, demands, loss, damage, expenses, or liability, made by any party due to or arising out of your or your agents': (i) use of the Services; (ii) User Content; (iii) interaction with any other User; (iv) violation of any of the terms of this Agreement; (v) violation of applicable laws or regulations; or (vi) performance of shipping services pursuant to this Agreement. This indemnification applies regardless of any provisions in separate contracts between Pallet Connect and third parties. You also hereby waive any claims or demands by you against Pallet Connect related to any costs, losses, expenses or liability arising from the above-listed actions by you or your agents.
- (c) Without limiting any of the foregoing provisions, you specifically agree to defend,
indemnify, hold harmless and/or make whole Pallet Connect, Shippers and consignees (and their officers, employees, and agents),
including costs and attorney's fees, with respect to any and all claims, demands, loss, damage, expenses, or
liability, made by any party or incurred by you due to or arising out of your, or your agents':
- (i) Failure to use commercially reasonable efforts to pick up accepted Shipments at the designated point of origin within as soon as is practicable, or use commercially reasonable efforts to proceed to the point of destination specified or perform timely, efficient and reliable pick-up and delivery of all shipments.
- (ii) Failure to obtain from the Shipper a Bill of Lading (containing, at minimum, the names and addresses of you and the Shipper, the origin and destination addresses, the requested pickup and delivery dates and times, description of the items being shipped (including weight), and any special shipping instructions or freight protection requirements), or your failure to confirm that the cargo matches the description and quantities of the cargo in the Bill of Lading, and is in good condition at the time of pick-up. Your acceptance of any shipment, or your receiving signature on the Bill of Lading, shall be conclusive that the number of pieces shown on the Bill of Lading is correct and that lading is in apparent good condition.
- (iii) Improper or unsafe loading or unloading of any shipment, or, where you are not required to load, failure to determine, to the extent you are able to ascertain through ordinary inspection, that each shipment was properly loaded.
- (iv) Shipment of any loads in violation of applicable weight, axle, or other applicable laws and regulations, or shipper's specific instructions.
- (v) Suspension of services at any time after loaded dispatch, or delay of services by stop over for any reason that would leave your equipment and the cargo unattended without adequate security as a prudent Carrier would or as is otherwise required under your insurance policies.
- (vi) Acceptance of any shipments for which you cannot comply with applicable temperature requirements, and any damage as a result of failure to comply with such requirements.
- (vii) Use of equipment that has been used for the transportation of any waste of any kind, garbage, hazardous materials or any other commodity which results in the contamination of other shipments.
- (viii) Failure to inspect and/or investigate if a shipment contains hazardous material, acceptance of hazardous material, and violation of any applicable laws and regulations related to the transport of hazardous material.
- (ix) Disengagement or detachment of your power unit from the trailer, container/chassis, flatbed or other equipment at any time unless emergency or exceptional circumstances require it.
- (x) Failure to perform the Services under this Agreement in a good and workmanlike manner in accordance with standards of the trade.
- (xi) Failure to promptly upload to the Services the Proof of Delivery and Bill of Lading to Pallet Connect.
- (xii) To the extent you handle containers, failure to ensure your procedures for container security are in accordance with industry standard.
- (xiii) Failure to utilize equipment that is in good and safe operating condition, clean, insect and rodent free, odor free, mold free, sealed from water and/or moisture damage, safe, properly maintained and hazard-free.
- (d) Pallet Connect reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Pallet Connect. Pallet Connect will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
3. SHIPPER TERMS, REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties
Unless otherwise agreed in a separate written agreement between Shipper and Pallet Connect, if you are a Shipper, you hereby represent, warrant and covenant that:
- (a) You own the shipped items or have the necessary rights to ship such items.
- (b) You use the Services to ship items at your own risk through the motor carriers that use the Services and agree that Pallet Connect will have no liability for any shipped items or any claims, demands, loss or damages related thereto, including, but not limited to, property damage, cargo loss, damages or delay, personal injury and death (including, but not limited to, liabilities related to your own property and employees).
- (c) You are solely responsible for obtaining any insurance to cover any anticipated losses.
- (d) You are solely responsible for any and all liability, which results or is alleged as a result of such shipped items, including, but not limited to, property damage, personal injury and death.
- (e) If you are loading, bracing and securing your goods, you understand that you are liable for any claims, loss, or damage as a result of your doing so improperly or unsafely. You understand that Pallet Connect is in no way responsible for the securing, lading, packaging, or compliance with shipping instructions for your shipments.
- (f) You understand that Pallet Connect is not a motor carrier, and as such, is not liable or responsible to you or the recipient of cargo for any cargo shipped under this Agreement.
- (g) You understand that tracking the locations of your shipments through the Services does not guarantee that such shipments will be delivered to you at the time specified.
You shall not contact any Carrier to solicit, offer, or book shipments with the Carrier for twelve (12) months from the last date of a Shipment between you and the Carrier (the "Non-Solicit Period"). Pallet Connect reserves the right to terminate your Account or this Agreement in its sole discretion for a breach or suspected breach of this Section 3.2.
In the event of a breach of this section 3.2, you agree to pay any and all fees to Pallet Connect that otherwise would have been due and payable under this Agreement for the Non-Solicit Period.
3.3 Prohibited Items
Shippers shall not use the Services to ship contraband or items that are illegal, dangerous, hazardous, radioactive, harmful, unsafe, offensive or objectionable.
3.4 Other Items
To the extent Shippers use the Services to ship the below items, and any damage, destruction, loss, or other liability arises during transit, Shippers acknowledge that they bear all risk for any damage, claim or losses thereto to the extent that Carriers' insurance policies and Carriers are unable to do so. This provision in no way limits or affects Shippers', or Pallet Connect's or Carriers', liabilities related to other items.
- (a) Bullion, precious metals, precious metal objects, gold, silver, platinum, precious or semi-precious stones (including but not limited to diamonds, emeralds, sapphires and rubies), and precious jewelry which includes jewelry made from precious metals and stones;
- (b) Money, securities, accounts, bills, currency, food stamps, lottery tickets, notes, bank notes, coins, bonds, negotiable instruments or evidences of debt, passports, tickets, documents, manuscripts, records, or other valuable papers;
- (c) Tobacco products and processed tobacco;
- (d) Bottled spirits;
- (e) Cellular phones and PDAs;
- (f) Valuable works of art which includes antiques, paintings, sculptures, tapestries, collectibles or other objects for display; or
- (g) Bloodstock and live animals including cattle or poultry.
3.5 Shipper Indemnification
You agree to defend, indemnify, hold harmless and/or make whole Pallet Connect (and its officers, employees, and agents) with respect to any and all claims, demands, loss, damage, expenses, or liability, including costs and attorneys' fees, made by any party due to or arising out of your or your agents': (i) use of the Services; (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 contents. Pallet Connect reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Pallet Connect. Pallet Connect will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. This indemnification with respect to Pallet Connect applies regardless of any provisions in separate contracts between Pallet Connect and third parties. You also hereby waive any claims or demands by you against Pallet Connect related to any costs, loss, expenses or liability arising from the above-listed actions by you or your agents.
4. CARGO CLAIMS
4.1 Carrier Liability
Carrier agrees to assume full liability for the prompt, safe transportation of all shipments under this Agreement, and agrees to be responsible for all loss, damage, delay, destruction, theft or liability of whatever nature arising from the transportation Services hereunder, or from Carrier's failure to perform the Services, whether occurring while the shipment is in the custody or control of the Carrier or in the custody or control of any other party to whom Carrier may entrust the shipment. Carrier's liability to Pallet Connect, Shipper and/or any involved consignor or consignee, shall be the invoice value of the goods transported, without limitation.
Bills of lading or receipts issued by Carrier, or signatures thereon, shall not constitute Pallet Connect's written acceptance of Carrier's liability limitation or other changes in the terms and conditions. Similarly, Carrier's liability shall not be limited in any way by limitations or exclusions of coverage in its insurance policies. In the event of a conflict with the terms on bills of lading and this Agreement, including specifically any terms related to limitations of liability of Carrier, the terms of this Agreement shall govern.
4.2 Pallet Connect Limitation of Liability
Unless a separate written contract with a customer provides otherwise, Pallet Connect's liability to its customer, any involved consignor or consignee, and any Customer of such consignor or consignee, shall be no more than $2.00 per lbs for any loss, damage, or injury to property resulting from Pallet Connect's performance of or failure to perform the Services provided herein. Pallet Connect's maximum liability per shipment shall be $50,000 per shipment.
4.3 Claim Submissions and Settlement
In the event of loss or damage, Shipper shall endeavor to submit a claim to Pallet Connect within ninety (90) days of the incident, and in no event later than nine (9) months of the incident. Pallet Connect shall make every attempt to facilitate the resolution of the claim with the Carrier. In addition, unless agreed in a separate written contract, Shipper is not entitled to offset the amount of any claims, which remain unpaid or unresolved against amounts owed by Shipper to Pallet Connect.
Carriers shall settle claims within sixty (60) days of Pallet Connect's receipt of all necessary claims documentation. In addition, Pallet Connect is entitled to offset the amount of any claims, which remain unpaid or unresolved after such sixty (60) day period against amounts owing from Pallet Connect to Carrier hereunder. Carrier will be notified in writing prior to taking any action to offset. Carrier shall not dispose of damaged or rejected product without the prior written consent of Pallet Connect.
5. PAYMENT TERMS
5.1 Shipper Payment and Charges
- (a) For each Shipment, Shipper is obligated to pay Pallet Connect the fees listed to Shipper when the applicable Shipment was accepted for posting on the Services ("Shipment Fee").
- (b) Shipper is also obligated to pay:
- (i) Any additional charges resulting from the Shipper (which, for purposes of this sub-section, shall include Shipper's agents or third parties with whom Shipper is in a contractual relationship, excluding the Carrier) loading the shipments in violation of, or otherwise violating, applicable laws and regulations.
- (ii) Any other additional charges mutually agreed upon in writing by the Shipper and Pallet Connect.
- (c) If you are a Shipper and you have provided a valid credit card, YOU HEREBY AUTHORIZE PALLET CONNECT TO BILL YOUR CREDIT CARD FOR THE SHIPMENT FEE IMMEDIATELY AFTER COMPLETION OF THE SHIPMENT AND YOU AGREE THAT NO ADDITIONAL NOTICE OR CONSENT IS REQUIRED.
- (d) If you wish to dispute a charge by mail or telephone please contact Pallet Connect at email@example.com. In the event that Pallet Connect charges any convenience fee for making a payment via a credit card or electronic check, these fees will be stated at the time of payment before you finalize your charge. In the event of an unauthorized charge using a credit card or electronic check, please consult your bank’s rules regarding refunds and reversals.
- (e) When you make an electronic payment, Pallet Connect shall display a completed payment screen. This is your electronic receipt. You should print or save this electronic receipt for your records. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION. All information that you provide to our third party payment processor or us must be accurate, current and complete. You agree to immediately notify Pallet Connect of any change in your billing address or the credit card or bank account used for payment hereunder.
5.2 Carrier Remittance
- (a) For each Shipment, Pallet Connect will pay Carrier the fees listed to Carrier when Carrier accepted the Shipment (“Carrier Fee”).
- (b) Carrier shall not be entitled to any additional charges other than the initial agreed Carrier Fee, except in the case of any additional charges, including but not limited to applicable Accessorial Rates, agreed upon in writing by the Carrier and Pallet Connect prior to the Carrier providing the Services giving rise to such charges and prior to the inclusion of any such charges on Pallet Connect invoices. Carrier shall not be entitled to payment for any additional charges not supported by back-up documentation.
- (c) Carrier agrees that it is entitled to the Carrier Fee only after completion of the Shipment, which shall be payable to Carrier fifteen (15) days after Pallet Connect’s receipt of the Proof of Delivery in accordance with this Agreement. In the case of container shipments, the Carrier Fee shall be payable to Carrier fifteen (15) days after the job has been closed, meaning that the Carrier has uploaded the Proof of Delivery and an invoice. Pallet Connect will remit the Carrier Fees to Carrier on a weekly basis. Notwithstanding the foregoing, if the authorized recipient indicates on the Proof of Delivery or otherwise that the Shipment has shortages, or has been damaged, lost, delayed, not completed or otherwise files a claim regarding the Shipment and Shipper notifies Pallet Connect of this within a reasonable time after the Shipment (but in no case longer than nine (9) months after completion of the Shipment), Pallet Connect shall have the right to withhold payment of any Carrier Fee due to the Carrier until such problem with the Shipment or claim has been settled. Carrier shall not withhold any shipments as a means of obtaining payment for past or current charges to Pallet Connect, and Carrier waives any liens on shipments transported through the Services. The only rights that Carrier has to receive any amounts from Pallet Connect are set forth in this section 5.2.
5.3 General Payment Terms
- (a) Fees are inclusive of all fuel costs and charges. Fees are based upon the initial agreed rate submitted by a Carrier and confirmed and selected by a Shipper.
- (b) You agree to use the Services to pay for any Shipments booked through the Services and not to circumvent payments for scheduled or completed Shipments in any way. All payment will be in Canadian dollars. You agree that you are responsible for the collection and/or payment of all Taxes, which you may be liable for in any jurisdiction arising from your use of the Services. Pallet Connect is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, HST, VAT or other taxes, which may be levied in respect of a transaction contemplated by this Agreement. Any amount that is not paid when due will accrue interest at eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. In the event that Pallet Connect is unable to bill Shippers due to insufficient funds, Shipper shall be liable for all costs and expenses incurred by Pallet Connect in connection with collection of the Shipper Fee, including costs and expenses of a third party collection agency. Shipment Fees are non-refundable.
In order to use certain features of the Services, you must register for an account with Pallet Connect (“Account”) and provide certain information as prompted by the registration form. Shippers must provide a valid credit card and billing address. Carriers must provide valid license information. 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 following the instructions on the Services. You are responsible for maintaining the confidentiality of your Account login credentials and are fully responsible for all activities that occur under your Account. Each Account may only be used to access the Services during one (1) concurrent login session. You agree to immediately notify Pallet Connect of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Pallet Connect cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Subject to the terms of this Agreement, Pallet Connect grants you a non-transferable, nonexclusive, license to use the Site for your internal business use during the term of this Agreement.
6.3 Certain Restrictions
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive Services; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Services content must be retained on all copies thereof.
6.4 Limited Support
Users may contact Pallet Connect’s technical support center for any support related issues arising from the use of the Services by following the instructions on the Services.
Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services are owned by Pallet Connect or Pallet Connect’s licensors. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Pallet Connect and its suppliers reserve all rights not granted in this Agreement.
Pallet Connect reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that Pallet Connect will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
If you provide Pallet Connect any feedback, suggestions, bug reports, system errors, and other information or ideas regarding the Services (“Feedback”), you hereby assign to Pallet Connect all rights in the Feedback and agree that Pallet Connect shall have the right to use such Feedback and related information in any manner it deems appropriate. Without limiting the foregoing, this assignment of rights applies to any testimonials you provide, and you hereby also grant Pallet Connect the right to use your name in connection with sharing such testimonials with the public. Pallet Connect will treat any Feedback you provide to Pallet Connect as non-confidential and non-proprietary. You agree that you will not submit to Pallet Connect any information or ideas that you consider to be confidential or proprietary. If you agree to participate in any case studies, you agree that information you provide in connection with the case study is deemed Feedback and that Pallet Connect may use your name in connection with such Feedback.
8. USER CONTENT
8.1 User Content
“User Content” means any and all information, data, and other content that a User submits to, or uses with, the Services. User Content includes the information provided in a Shipment request or acceptance. 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 the Acceptable Use Policy (defined below). 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 Pallet Connect. Because you alone are responsible for your User Content (and not Pallet Connect), you may be exposed to liability if, for example, your User Content violates the Acceptable Use Policy. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content.
8.3 Creation of Anonymous Data
We 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. We may use and disclose Anonymous Data for any purpose, including improving the Services.
9. ACCEPTABLE USE POLICY
The following sets forth Pallet Connect’s “Acceptable Use Policy”:
9.1 You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (a) that 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; (b) that 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; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
9.2 In addition, you agree not to use the Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) 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; (c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means; (f) harass or interfere with another User’s use and enjoyment of the Services; or (g) introduce software or automated Agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services.
We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account in accordance with Section 10, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
10. TERM AND TERMINATION
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. Pallet Connect may at any time terminate this Agreement with you 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) Pallet Connect is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (c) Pallet Connect has elected to discontinue the Services as described in Article 1. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. Pallet Connect will not have any liability whatsoever to you for any termination of the Services, including for termination of your Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 6.3, Articles 7-16.
11. DISCLAIMERS AND RELEASE
THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES: (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 SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
PALLET CONNECT OFFERS A PLATFORM TO CONNECT SHIPPERS AND CARRIERS, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SHIPPING SERVICES OR ACT IN ANY WAY AS A CARRIER, COURIER, OR SHIPPING PROVIDER. IT IS UP TO THE THIRD PARTY CARRIER TO PROVIDE SHIPPING SERVICES, WHICH MAY BE SCHEDULED THROUGH THE USE OF THE SERVICES. PALLET CONNECT HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SHIPPING SERVICES PROVIDED TO SHIPPERS BY SUCH THIRD PARTY CARRIERS. PALLET CONNECT SHALL NOT BE DEEMED TO BE AN AGENT OR A PARTNER OF CARRIER OR SHIPPER FOR ANY REASON. CARRIERS SHALL NOT BE DEEDED TO BE A SUBCONTRACTOR OR EMPLOYEE OF PALLET CONNECT FOR ANY REASON. ANY DISPUTE SHIPPERS HAVE WITH ANY CARRIER OR OTHER THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY OTHER USER OF THE SERVICES, IS DIRECTLY BETWEEN THE SHIPPER ANY SUCH THIRD PARTY.
WE MAKE NO WARRANTY REGARDING THE SUITABILITY, LEGALITY, REGULATORY COMPLIANCE, QUALITY OR ABILITY OF ANY CARRIERS, SHIPPERS, SHIPPED ITEMS AND SHIPPING SERVICES SCHEDULED THROUGH THE USE OF THE SERVICES. BY USING THE SERVICES, YOU OR YOUR SHIPMENTS MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE. YOU USE THE SERVICES AT YOUR OWN RISK. YOUR INTERACTIONS WITH OTHER USERS AND THIRD PARTIES ARE SOLELY BETWEEN YOU AND SUCH USER OR THIRD PARTY. YOU AGREE THAT PALLET CONNECT WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS. IF THERE IS A DISPUTE BETWEEN YOU AND ANY USER OR THIRD PARTY, WE ARE UNDER NO OBLIGATION TO BECOME INVOLVED.
YOU HEREBY WAIVE AND RELEASE PALLET CONNECT (AND OUR SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), ARISING FROM YOUR USE OF THE SERVICES, OR IN ANY WAY RELATED TO OTHER USERS OR THIRD PARTIES.
12. LIMITATION ON LIABILITY
IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PERSONAL INJURY OR LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE, INCLUDING WITHOUT LIMITATION, USING THE SERVICES IN VIOLATION OF TRAFFIC OR SAFETY LAWS, OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS PROVIDED IN SECTION 4.2, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY CANADIAN DOLLARS ($50) OR (B) AMOUNTS YOU HAVE PAID PALLET CONNECT IN THE PRIOR TWELVE (12) MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
13. THIRD PARTY SITES & ADS
The Services might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of Pallet Connect and Pallet Connect is not responsible for any Third Party Sites & Ads. Pallet Connect provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
14.1 This Agreement is periodically reviewed, modified and enhanced as necessary. Please revisit this Agreement periodically to stay aware of any changes thereto. If we modify this Agreement, we will make the relevant updates available through the Services. Pallet Connect will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. Amendments will be effective upon Pallet Connect’s posting of such updated terms. Continued use of the Services following such posting shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions, as amended. If you do not understand any of the terms herein, or have questions or other issues related to your use of Pallet Connect, you may inquire regarding the same via email at firstname.lastname@example.org.
14.2 Governing law
This Agreement and the rights and obligations and relations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and any applicable federal laws of Canada (but without giving effect to any conflict of laws rules). The parties hereto agree that the Courts of Ontario shall have exclusive jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each of Shipper and Carrier does hereby attorn to the jurisdiction of the Courts of the Province of Ontario
14.3 Force Majeure
Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party.
14.4 Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our 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 may be executed in counterparts.
14.5 Independent Contractor
Your relationship to Pallet Connect is that of an independent contractor, and neither party is an agent, employee or partner of the other. You assume complete responsibility for all provincial and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation services rendered hereunder. You are not, nor will you be deemed to be, an agent, legal representative, joint venture, franchisor, franchisee, or legal partner of Pallet Connect for any purpose. You will not be entitled to enter into any contracts, make any representations or warranties in the name of, or accept any obligations whatsoever on behalf of Pallet Connect.
This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Pallet Connect’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
If there is any conflict or inconsistency between the terms and conditions set forth in this Agreement and the terms set forth in any Bill of Lading, Proof of Delivery or any other shipping form, the terms and conditions of this Agreement shall control over such terms.
14.8 Trademark Information
All trademarks, logos and services marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party, which may own the Marks.
14.9 Electronic Communications
The communications between you and Pallet Connect use electronic means, whether you use the Services or send us emails, or whether Pallet Connect posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Pallet Connect in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Pallet Connect provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
14.10 Contact Information:
Address: 5441 Timberlea Blvd, unit 1 , Mississauga , Ontario , L4W 2T6