Last updated May 2023
These Terms of Service (“TOS”) describe the terms by which FleetRover Inc. dba FleetOps (“we”, “us”, “our” or “FleetOps”) offers to you (“You”, “Your” or “Yourself”) access to its website, www.fleetops.ai, and the associated web-based and mobile software application platform owned and operated by FleetOps (“Platform”). FleetOps makes available a Platform that allows you to submit a request to transport cargo (each, a “Shipment”) and connects You with Service Providers (as defined herein) to transport the Shipment via our marketplace (collectively, the “Service”). The Platform allows You to submit a request to transport cargo (“Shipment”) and Service Provider can accept such requests for transport of Shipments. Both you and the Service Provider can track such requests. The Service includes access to the Platform, any transactions occurring on the Platform, and any User Content (as defined herein).
FLEETOPS DOES NOT ASSESS THE SUITABILITY, LEGALITY, REGULATORY COMPLIANCE, QUALITY OR ABILITY OF ANY SERVICE PROVIDER SCHEDULED TO TRANSPORT A SHIPMENT THROUGH YOUR USE OF THE SERVICE, AND FLEETOPS MAKES NO WARRANTY AND DISCLAIMS ALL LIABILITY REGARDING THE SAME.
This TOS sets forth the terms for use of the Service by You. By signing up and registering with FleetOps or by accessing or using the Service, You are accepting this TOS, 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 TOS, on behalf of Yourself or the company, entity or organization that You represent. You may not access or use the Service or accept this TOS if You are not at least eighteen (18) years old.
Please read this TOS carefully before using the Service. Use of the Service is conditioned on your agreement to all of the terms and conditions contained in this TOS, including the policies and terms linked to or otherwise referenced in this TOS, all of which are hereby incorporated into this TOS.
You acknowledge the FleetOps Privacy Statement located at https://www.fleetops.ai/privacy-policy (the “Privacy Statement”), as revised from time to time, and You consent and agree to our collection, use and disclosure of personal information as described in the Privacy Statement.
IF YOU DO NOT SO AGREE, YOU SHOULD DECLINE THIS TOS, IN WHICH CASE YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICE.
“Applicable Laws” means, in respect of any person, property, transaction or event, all applicable Canadian, U.S., or foreign federal, provincial, state, municipal or local government laws, statutes, rules, by-laws and regulations, and all applicable official rules, policies, notices, directives, orders, judgments and decrees of any Governmental Authority, all as amended from time to time.
“Governmental Authority” means any governmental or regulatory authority, agency, commission or board of any Canadian, U.S., or foreign federal, provincial, state, municipal or local government, parliament or legislature, or any court or, without limitation, any other law, regulation or rule-making entity having or purporting to have jurisdiction in the relevant circumstances, and whether now or in the future constituted or existing, or any person acting or purporting to act under the authority of any of them.
“Service Provider” means all transportation providers that offer shipping or transportation services and would accept requests for Shipment that You submit through the Platform.
“User” means any individual or corporation that uses the Platform, including You and Service Providers.
“User Content” means any and all information, data, textual, audio, and/or visual content, commentary and feedback related to the Service, ratings, reviews and other content that a User submits to, or uses with, the Service. User Content includes the information provided in a Shipment request or acceptance. Each User, including You, warrants: (a) that all User Content posted to the Services will be complete and accurate; and (b) that User will provide any and all information as prompted or requested by the Service.
DESCRIPTION OF SERVICES
FleetOps provides a Service that connects You with Service Providers to facilitate Shipments.
You can use the Platform to post a Shipment, and once FleetOps accepts a Shipment for posting, the Shipment’s details, as provided by You, will be posted to the Platform. You may cancel a Shipment at any time prior to assigning any such Shipment to a Service Provider. A Service Provider may view a list of Shipments available to it at any time through the Service and indicate its interest in a particular Shipment. In certain instances, a Service Provider may also be able to accept a Shipment posted by You. If a Service Provider indicates its interest in a particular Shipment posted by You, You may select the Service Provider to perform transportation services related to such Shipment – effectively, assigning such Shipment to the Service Provider.
You and Service Provider shall agree upon (a) the exchange of documents (including bills of lading and proof of delivery); and (b) the fees applicable to any Shipment, which shall be set out in the rate confirmation sent by You to Service Provider. The Platform enables the sharing of documents and other information between You and Service Provider, but FleetOps does not guarantee that all required documents and information may be shared via the Platform. FleetOps shall not be named as either a customer or consignee on any bill of lading. FleetOps is not responsible for any Shipment terms and conditions or other agreements that may be entered into between You and a Service Provider. For greater certainty, all such arrangements are made by Users of the Service, and any Shipment terms and conditions, including any fees or payment terms, are solely among the Users of the Service.
FleetOps may, as a convenience and value added service, provide You through the Service with access to GPS services, Google Maps or similar service to monitor Your Shipment. However, any such routing information is for Your convenience only. It is not instructional or mandatory.
You acknowledge that FleetOps does not represent any of the Service Provider, carrier, seller, buyer, connector or expert in specific Shipments. FleetOps does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the transportation services provided by Service Providers through the Services.
Users are hereby made aware that there may be risks of dealing with people acting under false pretences. FleetOps uses reasonable efforts to verify the accuracy of the profile information of the Service Providers, however, because user verification on the Internet is difficult, FleetOps cannot and does not confirm each User's purported identity. We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
You acknowledge that you are fully assuming the risks of facilitating any Shipment or other transactions in connection with using the Platform or Service, and that You are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions in connection with the Platform or Service. Such risks shall include, but are not limited to, misrepresentation of services, fraudulent schemes, unsatisfactory quality, failure to meet specifications or regulatory and operational standards, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed through the Platform or Services may violate or may be asserted to violate third party rights, and the risk that you may incur costs of defense or other costs in connection with third parties’ assertion of third party rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party rights claimants. All of the foregoing risks are hereafter referred to as "Transaction Risks". You agree that FleetOps shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
You are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Platform and/or Service, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. In the event that You have a dispute with any Service Provider to a transaction, You agree to release and indemnify FleetOps (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
You are an independent contractor and remain solely responsible for screening, selecting, hiring, assigning, any Shipment to Service Providers. You are solely responsible for Your own actions, omissions, training, oversight, compliance with regulatory and safety requirements, and all management of Your cargo in a Shipment, and, as applicable, your equipment, services, employees, contractors, agents and servants. FleetOps is not an agent of You or any You, and no You is an agent of FleetOps.
Additionally, FleetOps may provide a means for Service Providers and You to rate and review each other and to have those ratings made available to other Users. FleetOps does not express any opinion, nor does FleetOps make any assurances regarding, the truth or accuracy of any User reviews or ratings. FleetOps does not regularly monitor or remove reviews or ratings, or any portion thereof, provided that FleetOps reserves the right to do so in its sole discretion.
Indemnity. YOU SHALL DEFEND, INDEMNIFY, AND HOLD FLEETOPS AND ITS AFFILIATED AND RELATED ENTITIES HARMLESS FROM AND AGAINST, AND SHALL PAY AND REIMBURSE, ANY AND ALL DIRECT OR INDIRECT LOSS, LIABILITY, DAMAGE, CLAIM (INCLUDING ANY THIRD PARTY CLAIM), FINE, COST OR EXPENSE, INCLUDING REASONABLE ATTORNEY’S FEES, ARISING OUT OF OR IN ANY WAY RELATED TO THE PERFORMANCE OR BREACH OF THIS TOS BY YOU, YOUR EMPLOYEES, SUBCONTRACTORS OR INDEPENDENT CONTRACTORS (COLLECTIVELY, THE “CLAIMS”), INCLUDING CLAIMS FOR OR RELATED TO PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE AND YOUR POSSESSION, USE, MAINTENANCE, CUSTODY OF A SHIPMENT; PROVIDED, HOWEVER, THAT YOUR 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 GROSS NEGLIGENCE OR OTHER WRONGFUL CONDUCT OR WILFUL MISCONDUCT OF THE PARTY TO BE DEFENDED, INDEMNIFIED OR HELD HARMLESS. YOU HEREBY EXPRESSLY WAIVE ANY EXCLUSIVE REMEDY DEFENSE, INCLUDING, BUT NOT LIMITED TO, THOSE AVAILABLE UNDER ANY WORKERS’ COMPENSATION OR OTHER OCCUPATIONAL ACCIDENT STATUTORY REGIME, TO THE EXTENT NECESSARY TO EFFECTUATE YOUR OBLIGATIONS UNDER THIS PROVISION.
You agree that You (not FleetOps) are solely 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 Service. FleetOps is not responsible for collecting, reporting, paying, or remitting to You any such taxes.
Accounts. In order to use certain features of the Service, You must register for an account with FleetOps (“Account”), or have an account with a partner of ours. In setting up an Account, you shall provide us with certain information as we may reasonably request. 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 FleetOps or following the instructions on the Service. 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 FleetOps of any unauthorized use, or suspected unauthorized use of Your Account or any other breach of security. FleetOps is not liable for any loss or damage arising from Your failure to comply with the above requirements.
Telephone Calls and Text Messages.
In order to use the full capability of the Services, You may be asked to provide us with a telephone number at which we can reach You. Telephone numbers may be required to connect Service Providers with You in order to facilitate Shipments, and so that FleetOps can reach You with informational calls and SMS and/or MMS text messages related to such Shipments, provide technical and other support related to the Platform and Service, and otherwise make the Platform and Service available to You. The frequency of text messages that we send to You depends on various factors, including Your interactions with us, Your use of the Services and whether You consent to receiving text messages sent through an automatic telephone dialing system. All calls to and from FleetOps may be monitored or recorded for quality and training purposes.
If You consent to receiving promotional text messages in connection with Your account, we may also send You promotional text messages and such text messages may be 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. We will treat data collected through text messages in accordance with our Privacy Statement.
Platform. FleetOps owns and retains ownership in the Platform and all intellectual property therein. Subject to Your compliance with this TOS, FleetOps grants You a limited, non-transferable, non-exclusive, revocable license to use the Platform for Your internal business use during the term of this TOS.
Restrictions. The rights granted to You in this TOS are subject to the following restrictions:
● You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service;
● You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service;
● You shall not access the Service in order to build a similar or competitive service; and except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
Limited Support. Users may contact FleetOps’s technical support center for any support-related issues arising from the use of the Service by following the instructions on the Service.
FleetOps owns intellectual property rights in and to the Service, including the Platform, all related software and servers, and its trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the “Marks”). Users acknowledge and agree that FleetOps owns all right, title, and interest in and to the Service, including all intellectual property rights therein. Users understand and agree that without a written license TOS with FleetOps, Users may not make any use of the Marks. Except as expressly granted in this TOS, all rights, title and interest in and to the Service, and in and to the Marks are reserved by FleetOps.
MODIFICATION OF THE SERVICE
FleetOps reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that FleetOps will not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.
LIMITATIONS ON USE OF THE SERVICE
You agree not to use the Service to upload, transmit, display, or distribute any User Content that: (a) 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 (b) 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.
In addition, You agree not to use the Service 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 Service or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means; (f) harass or interfere with another User’s use and enjoyment of the Service; or (g) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.
User Content. 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 TOS. 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 FleetOps. You acknowledge and agree that FleetOps is not responsible for any loss or damage resulting from anyone’s use or reliance on User Content and FleetOps makes no guarantees regarding the accuracy, completeness, usefulness currency, suitability, or quality of any User Content, and assumes no responsibility for any User Content. Please refer to our Privacy Statement for more information on how we collect, use and disclose User Content.
License. Users hereby grant, and represent and warrant that they have the right to grant, to FleetOps an irrevocable, nonexclusive, royalty-free and fully paid, sublicensable, 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 Services and FleetOps’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 FleetOps in this TOS are reserved by Users.
Disclosure. FleetOps may share Your User Content (a) with our partner through which You are accessing the Service, or any other third party service providers of ours; (b) if another company acquires FleetOps; 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 TOS.
FleetOps reserves the right to review any User Content, investigate, and/or 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, FleetOps has no obligation, to monitor, modify or remove any User Content.
Copyright Complaints and Copyright Agent – DMCA Provision. FleetOps respects the intellectual property of others, and expects Users to do the same. If You believe, in good faith, that any materials on the Services infringe upon Your copyrights, please send the following information to FleetOps’s Copyright Agent at email@example.com:
● a description of the copyrighted work that You claim has been infringed, including specific location on the Services where the material You claim is infringing is located. Include enough information to allow FleetOps 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.
● We may terminate access, usage or subscription to the Platform, as the case may be, for repeat infringers in appropriate circumstances.
THIRD PARTY SERVICES, SITES AND LOCATION INFORMATION
Third Party Services. Some Services are provided by FleetOps and some Services are provided by third parties (“Third Party Services”). You are responsible for all fees and taxes that may be charged for the use of Third Party Services. You use any Third Party Services at Your own risk. FleetOps makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Services. FleetOps does not guarantee the continued availability of Third Party Services, and FleetOps may disable a Third Party Service in FleetOps’s sole discretion. Your dealings with the provider of any Third Party Services are solely between You and the provider. Accordingly, FleetOps expressly disclaims responsibility and liability for all Third Party Services, and You agree that FleetOps shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of Your use of Third Party Services. If You have any issues with a Third Party Service, You must contact the provider of the Third Party Service directly. Providers of Third Party Services are expressly acknowledged by You to be intended third-party beneficiaries of various provisions of this TOS purporting to grant rights to such Third Party Service providers.
Third Party Sites. The Service 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 FleetOps and FleetOps is not responsible for any Third Party Sites. FleetOps 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 Information. Location data provided by the Service 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 FleetOps, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services, whether provided by FleetOps, third party content providers, or Users. Geolocational data that You upload, provide, or post on the Services may be accessible to certain Users of the Services. You assume any and all risk of providing such data to other Users of the Services.
PUBLICATION OF INFORMATION AND CONFIDENTIALITY
FleetOps has Your permission to identify You as a user of our Services and to reproduce Your name and logo on the Platform and in any other marketing materials.
If You provide FleetOps any feedback, suggestions, or other information or ideas regarding the Service (“Feedback”), You hereby assign to FleetOps all rights in the Feedback and waive all moral rights therein, and agree that FleetOps has the right to use such Feedback and related information in any manner it deems appropriate. FleetOps will treat any Feedback You provide as non-confidential and non-proprietary. You agree that You will not submit to FleetOps any information or ideas that You consider to be confidential or proprietary.
If FleetOps, Service Provider or Service Provider’s affiliated entities provide You with confidential information relating in any way to their business operations, You shall keep all information strictly confidential, unless disclosure is required by law or judicial process or such information is publicly known or obtained by You without any breach of any confidentiality TOS.
This TOS will remain in full force and effect while You use the Service. FleetOps may, at any time and in its sole discretion, immediately terminate this TOS for any reason or no reason. Upon termination of this TOS, Your Account and right to access and use the Service will terminate immediately.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." FLEETOPS 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. FLEETOPS 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. FLEETOPS 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.
THE SERVICES MAY BE USED BY YOU TO COORDINATE AND FACILITATE TRANSPORTATION SERVICES WITH SERVICE PROVIDERS, BUT YOU AGREE THAT FLEETOPS HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE SERVICES OR ANY TRANSPORTATION SERVICES COORDINATED OR FACILITATED BY YOU THROUGH THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THIS TOS. YOU ASSUME ALL LIABILITY AND RISK OF USING THE SERVICES AND COORDINATING AND FACILITATING TRANSPORTATION SERVICES VIA THE SERVICES.
WE RESERVE 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 PLATFORM OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS, OR “HACKERS”). FLEETOPS ONLY OFFERS TECHNOLOGY THAT ENABLES YOU TO COORDINATE TRANSPORTATION SERVICES. FLEETOPS IS NOT YOU. WE ARE NOT INVOLVED IN THE ACTUAL TRANSPORTATION OF CARGO. AS A RESULT, WE HAVE NO CONTROL OVER THE QUALITY OR SAFETY OF ANY VEHICLE, CARGO OR OF THE TRANSPORTATION THAT OCCURS AS A RESULT OF THIS SERVICE; NOR DO WE HAVE ANY CONTROL OVER THE TRUTH OR ACCURACY OF USERS' INFORMATION LISTED ON FLEETOPS. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE SERVICES AT ANY TIME WITHOUT NOTICE.
THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. FLEETOPS 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. FLEETOPS 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 PLATFORM 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.
FOR GREATER CERTAINTY, FLEETOPS IS NOT A TRANSPORTATION SERVICE PROVIDER, MOTOR CARRIER OR A FREIGHT BROKER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY TOS OR DOCUMENT SHALL BE CONSTRUED TO IMPLY FLEETOPS IS A MOTOR CARRIER OR A FREIGHT BROKER, OR THAT FLEETOPS IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A MOTOR CARRIER OR A FREIGHT BROKER. FLEETOPS HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION, MOTOR CARRIER SERVICES PROVIDED TO BY ANY SERVICE PROVIDER OR ANY OTHER PARTY USING THE SERVICES. NO INTERLINING ARRANGEMENT IS CREATED BY THIS TOS.
LIMITATION OF LIABILITY
IN NO EVENT WILL FLEETOPS (OR FLEETOPS’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS, OR THE PROVIDERS OF THIRD PARTY SERVICES) 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 SERVICE, WHETHER BASED ON WARRANTY, CONTRACT (INCLUDING UNDER AN INDEMNITY), TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FLEETOPS 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.
IN NO EVENT WILL FLEETOPS (OR FLEETOPS’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS, OR THE PROVIDERS OF THIRD PARTY SERVICES) BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (A) YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE; OR (B) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR ANY THIRD PARTY. FLEETOPS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND FLEETOPS'S REASONABLE CONTROL. IN NO EVENT SHALL FLEETOPS'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES AND TRANSPORTATION SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED (USD $500.00) U.S. DOLLARS.
THE LIMITATIONS AND DISCLAIMER SET FORTH IN THIS TOS 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 FLEETOPS AND YOU.
In addition to Your indemnification obligations under the “Your Responsibilities” section of this TOS, You agree to defend, indemnify and hold FleetOps (and its officers, employees, and agents, and the providers of Third Party Services) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of Your (a) use of the Service, (b) User Content, (c) interaction with a Service Provider or any other User, (d) violation of this TOS; or (e) violation of applicable laws or regulations. FleetOps 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 FleetOps. FleetOps will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
Any dispute or claim arising out of or relating to this TOS will be referred to and finally resolved by arbitration under the Arbitration Act (Ontario) or the International Commercial Arbitration Act (Ontario), as applicable. The arbitration will take place in Toronto, Ontario, unless the parties agree otherwise. You agrees that good faith negotiations and arbitration will all be without recourse to the courts and that the award of the arbitrator will be final and binding, except that: (a) either party may appeal an arbitration award to the courts of Ontario on a question of law; and (b) either party may apply to the courts of Ontario for an interim measure of protection or for any order for equitable relief which the arbitrator does not have the jurisdiction to provide.
This paragraph does not apply to any claims that You may have against a Service Provider.
CHOICE OF LAW
This TOS, and any disputes arising out of or related to this TOS, will be governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Subject to the section titled “Dispute Resolution”, the provincial and federal courts located in Toronto, Ontario will have exclusive jurisdiction over any disputes arising out of or related to this TOS, and each party consents to the exclusive jurisdiction of those courts. 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 TOS.
Changes to TOS. This TOS is subject to occasional revision by FleetOps. In the event of any material changes made to the TOS, FleetOps will notify You by electronic mail, or other means of communication, before Your next use of the changes on the Service. Any changes to this TOS 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 Service. Continued use of the Service following notice of such changes shall indicate Your acknowledgement of such changes and TOS to be bound by the terms and conditions of such changes.
Entire TOS. This TOS constitutes the entire TOS between You and us regarding the use of the Service and Your provision of motor carrier transportation services. FleetOps’s failure to exercise or enforce any right or provision of this TOS shall not operate as a waiver of such right or provision. The section titles in this TOS are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this TOS is, for any reason, held to be invalid or unenforceable, the other provisions of this TOS 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 TOS may be executed in counterparts.
Assignment. This TOS, and Your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without FleetOps’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 TOS shall be binding upon assignees.
Severability. In the event that the operation of any portion of this TOS results in a violation of any law, or if any provision herein is determined by a court of competent jurisdiction to be invalid or unenforceable, You agree that such portion or provision shall be severable and that the remaining provisions herein shall continue in full force and effect. The terms and conditions set forth herein shall survive the termination of this TOS.
Independent Contractor. This TOS does not make You an agent, legal representative, joint venture, or partner of FleetOps for any purpose. You understand and agree that You will act as an independent contractor and are in no way authorized to make any contract, warranty or representation on behalf of FleetOps, or to create any obligation express or implied on behalf of FleetOps. It is expressly agreed and understood that You shall not be considered under this TOS as having any employment status with FleetOps, or as being entitled to any plans, distributions, or benefits extended by FleetOps to its employees.
Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
If You have any questions about this TOS, please contact FleetOps at support@fleetops.