GR8FR8 Terms and Conditions
Copyright © 2010 GR8FR8, Inc. All Rights Reserved.
1. GENERAL
GR8FR8 Inc, DBA GR8FR8.com (hereinafter referred to as "GR8FR8") owns and operates the GR8FR8 website, a business-to-business web portal (the "Portal") that provides a transportation management tool for Shippers (Any individual or entity using the GR8FR8 Portal to arrange for the shipment of freight shall be referred to as a "Shipper." ) and Carriers (hereinafter referred to individually as a "Carrier" and collectively as the "Carriers") to conduct business transactions, whether truckload or LTL, in the United States, Canada and Mexico. Carriers and Shippers may sometimes be referred to collectively as a "Customer" or "Customers."
Customer agrees to these TERMS AND CONDITIONS and any changes to these TERMS AND CONDITIONS that GR8FR8 may publish from time to time which, subject to the following paragraph, no agent or employee of the parties may alter. These TERMS AND CONDITIONS and any changes hereto shall apply to this and all future use of the Portal by Customer. With respect to Shippers, in the case of a conflict between these TERMS AND CONDITIONS and any Services Agreement between the Shipper and GR8FR8, the terms of such Services Agreement shall control.
GR8FR8 reserves the right to change these TERMS AND CONDITIONS from time to time at its sole discretion. Customer's continued use of this Portal or any services accessible through it constitutes Customer's acceptance of such changes. Customer's use of the Portal will be subject to the most current version of the TERMS AND CONDITIONS posted on the Portal at the time of such use. Customer should periodically check the TERMS AND CONDITIONS to review the then-current terms.
2. GENERAL RULES TARIFFS
In the case of conflict between these TERMS AND CONDITIONS and those set forth by the individual selected Carrier's General Rules Tariff, the selected Carrier's General Rules Tariff shall control. All terms and conditions, including, but not limited to, all limitations of liability, shall apply to Shipper and the selected Carrier and each of their agents and contracted carriers. GR8FR8 is a business-to-business provider and NOT a freight carrier. GR8FR8 reserves the right, in its sole discretion, to refuse any Customer access to the Portal at any time.
3. CUSTOMER CONDUCT
In using the Portal, including all services available through it, Customer agrees: (1) not to disrupt or interfere with any other user's utilization of the Portal or affiliated or linked sites; (2) not to upload, post or otherwise transmit through the Portal any viruses or other harmful disruptive, or destructive files; (3) not to create a false identity; (4) not to use or attempt to use another's account, password, service, or system without authorization from GR8FR8 and the other user; (5) not to access or attempt to access any content to which Customer is not authorized to access; (6) not to disrupt or interfere with the security of, or otherwise cause harm to the Portal, or any services, system resources, accounts, passwords, servers, or networks connected to or accessible through the Portal or any affiliated or linked sites.
Customer acknowledges that the restrictions set forth herein are reasonable in scope and essential to GR8FR8's legitimate business interests, that violation of one or more of these restrictions may have an irreparable, material and adverse effect upon GR8FR8, and that damages arising from any breach of such restrictions may be difficult to ascertain. Without limiting any other remedy at law or equity available to GR8FR8, GR8FR8 shall have the right to an immediate injunction enjoining Customer's breach of these restrictions. GR8FR8 shall have the right to receive from Customer GR8FR8's reasonable attorney's fees, court costs and expenses in any litigation or judicial proceeding (including appeals) that ultimately results in an order or decision enforcing the provision of this Section 3. Every right and remedy of GR8FR8 for any breach of this Section 3 shall be cumulative, and GR8FR8, in its sole discretion, may exercise any and all rights or remedies stated in these TERMS AND CONDITIONS or otherwise available at law or in equity.
4. RATES
Rates are all-inclusive based on the freight characteristics, origin, destination, weight and accessorial entered by the Shipper, provided, however, that any deviation from said characteristics may cause the loss of the quoted rate and the imposition of additional fees up to and including full tariff charges. All rates are one-time only and Shipper shall not be entitled to receive the same rate on any subsequent shipment, regardless of its characteristics.
Shipper of shipping terms, inaccurate postings on the Portal or errors in submission of bids to the Portal; (8) caused by the failure of system to timely transmit bids and acceptances of bids on the Portal; (9) caused by incorrect or inaccurate tracking information; or (10) caused by the acts of God, perils of the air, public enemies, public authorities, acts or omissions of Customs or quarantine officials, war, riots, strikes, labor disputes, weather conditions or mechanical delay or failure of aircraft or other equipment. GR8FR8 is not liable for failure to comply with delivery or other instructions from the Shipper or for the acts or omissions of any person other than employees of GR8FR8 as such liability is limited by these Terms and Conditions including but not limited to by subsequent paragraphs of this Section 8. GR8FR8 is not liable to Carriers that may use the Portal except as may be provided in any Services Agreement between the Carrier and GR8FR8.
5. SHIPPER'S WARRANTIES AND COVENANTS
The Shipper is responsible for and warrants and covenants their compliance with these TERMS AND CONDITIONS and all applicable laws, rules, and regulations including but not limited to customs laws, import and export laws and governmental regulation of any country to, from, through or over which the shipment may be carried. The Shipper agrees to furnish such information and complete and attach to each Bill of Lading such documents as are necessary to comply with such laws, rules and regulations. GR8FR8 assumes no liability to the Shipper or to any other person for any loss or expense due to the failure of the Shipper to comply with this provision. Any individual or entity acting on behalf of the Shipper in scheduling shipments hereunder warrants that it has the right to act on behalf of the Shipper and the right to legally bind Shipper.
6. PAYMENT
Once a Shipper has selected a Carrier, all payments shall be made between the Shipper and the Carrier and are subject to the Shipper's payment policies. Shipper acknowledges and agrees that a quoted rate shall only apply if the shipment is as was described in the search. A shipment may be re-rated and/or additional costs for shipment may apply in the event of any discrepancy between the description of the shipment (as entered by the Shipper on the Portal) and the actual shipment, including but not limited to errors and/or inaccuracies relating to class, description, quantity, weight, address (origin/destination), and/or selection of accessorial (including but not limited to haz-mat, inside delivery/pick-up, liftgate delivery/pick-up, linear feet, over dimensions, sort & seg, and/or detention time). Shipper may be subject to termination fees for any shipment cancelled prior to pickup and/or delivery.
Shippers may be subject to credit approval by GR8FR8. GR8FR8 may perform a credit check based on the information provided at the time of enrollment by the Shipper. Carrier must perform its own credit check. GR8FR8 does not guarantee credit worthiness or payment to Carrier.
The Shipper shall be liable to the Carrier for all charges payable on account of such Shipper's shipment, including but not limited to transportation, fuel and other applicable accessorial charges, including all adjustments issued by the Carrier(s) after the shipment, and all duties, customs assessments, governmental penalties and fines, taxes, and Carrier or GR8FR8's attorneys' fees and legal costs allocable to this shipment and/or all disputes related thereto. Unless otherwise agreed by broker, Shipper and Carrier, brokers scheduling shipments for clients shall be liable, jointly and severally, for all charges payable on account of such client's shipment.
7. CARGO LIABILITY INSURANCE
GR8FR8 has no responsibility, liability or involvement in the issuance of insurance, the denial of insurance, or in the payment of claims. Shipper is responsible for ensuring that Carrier holds sufficient cargo insurance to insure value of product being transported.
8. FREIGHT CARGO CLAIMS AND LIMITATIONS OF LIABILITY
All freight cargo claims should be submitted immediately to the selected Carrier to help ensure timely resolution, and GR8FR8 shall have no liability or responsibility for same. GR8FR8 is not liable for any loss, damage, delay, miss-delivery or non-delivery including but not limited to any such loss, damage, delay, miss-delivery or non-delivery: (1) caused by the act, default or omission of the selected Carrier; (2) caused by the act, default or omission of the Shipper or any other party who claims interest in the shipment, or caused by the nature of the shipment or any defect thereof; (3) caused by violation(s) by the Shipper of any of the TERMS AND CONDITIONS contained herein or in the Bill of Lading or of the selected Carrier's General Rules Tariff including, but not limited to, improper or insufficient packing, securing, marking or addressing, or of failure to observe any of the rules relating to shipments not acceptable for transportation or shipments acceptable only under certain conditions; (4) as a result of any fault of the GR8FR8 application, the EDI system, or any other systems utilized by Shipper or GR8FR8; (5) caused by any error or errors in the Bill of Lading, regardless of where they originate; (6) caused by any errors or incorrect data, regardless of where the error originated; (7) caused by any inaccurate entry by Shipper of shipping terms, inaccurate postings on the Portal or errors in submission of bids to the Portal; (8) caused by the failure of system to timely transmit bids and acceptances of bids on the Portal; (9) caused by incorrect or inaccurate tracking information; or (10) caused by the acts of God, perils of the air, public enemies, public authorities, acts or omissions of Customs or quarantine officials, war, riots, strikes, labor disputes, weather conditions or mechanical delay or failure of aircraft or other equipment. GR8FR8 is not liable for failure to comply with delivery or other instructions from the Shipper or for the acts or omissions of any person other than employees of GR8FR8 as such liability is limited by these Terms and Conditions including but not limited to by subsequent paragraphs of this Section 8. GR8FR8 is not liable to Carriers that may use the Portal except as may be provided in any Services Agreement between the Carrier and GR8FR8.
Customer expressly agrees and understands that with respect to any claim, action, liability or damages that may arise out of or relate to a transaction originating on the Portal, GR8FR8 shall have no liability whatsoever to Customer or any third party with respect thereto, as if GR8FR8 was never involved in said transaction. To the extent GR8FR8 is held to be liable under these TERMS AND CONDITIONS by a court of law with valid jurisdiction over GR8FR8, GR8FR8's maximum liability relating to the services rendered pursuant to this Agreement (regardless whether the action is brought in contract, negligence or otherwise) shall be limited to the fees paid by selected Customer to GR8FR8 for the shipment giving rise to liability. GR8FR8 shall not be liable for consequential or punitive damages including, but not limited to lost profits or savings.
GR8FR8 MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO DELIVERIES OR WITH REGARD TO THIS PORTAL, INFORMATION PROVIDED ON THIS PORTAL OR SERVICES RELATED TO TRANSACTIONS CONDUCTED ON THIS PORTAL. GR8FR8 MAKES NO WARRANTY THAT (1) THE SERVICES RELATED TO TRANSACTIONS CONDUCTED ON THIS PORTAL WILL MEET CUSTOMER'S REQUIREMENTS; (2) THE SERVICES RELATED TO THE TRANSACTIONS CONDUCTED ON THIS PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES RELATED TO THE TRANSACTIONS CONDUCTED ON THIS PORTAL WILL MEET CUSTOMER'S EXPECTATIONS; AND (4) ANY ERRORS IN THE SOFTWARE USED THROUGH THE PORTAL, OR ANY DEFECTS IN THE PORTAL, OR ITS SERVICES, WILL BE CORRECTED.
THIS PORTAL COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. GR8FR8 MAY MAKE CHANGES TO THE PORTAL AT ANY TIME WITHOUT NOTICE TO CUSTOMER. THE PORTAL MAY BE OUT OF DATE, AND GR8FR8 MAKES NO COMMITMENT TO UPDATE THE PORTAL.
CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT: (1) GR8FR8 DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY CONTENT, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE PORTAL, INCLUDING, WITHOUT LIMITATION, CARRIERS; (2) GR8FR8 MAKES NO REPRESENTATION OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, INCLUDING CARRIERS, THEIR CONTENT, PRODUCTS, OR SERVICES; (3) ANY DEALINGS CUSTOMER MAY HAVE WITH SUCH THIRD PARTIES ARE AT CUSTOMER'S OWN RISK; AND (4) GR8FR8 SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONTENT, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES.
IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL GR8FR8, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT GR8FR8 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS PORTAL OR ITS SERVICES, THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE PORTAL, ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER'S TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE OR LOSS OF DATA, FILES, OR OTHER CONTENT, ANY SERVICES AVAILABLE THROUGH THE PORTAL THAT ARE DELAYED OR INTERRUPTED, OR ANY WEBSITES REFERENCED OR LINKED TO FROM THIS PORTAL.
9. OTHER LIMITATIONS
Unless otherwise provided within these TERMS AND CONDITIONS, or unless specific applicable law requires GR8FR8 to allow Customer to do so, Customer may not do any of the following without the prior written consent of GR8FR8: (1) Use any robot, spider, other automatic device, or manual process to monitor the content of this Portal; (2) with respect to Carriers, attempts to access the prices offered by other Carriers on the Portal; (3) use the Portal other than to arrange for legitimate transactions; (4) use the Portal to make any false, fraudulent or speculative transaction; (5) imply in any fashion that GR8FR8 is endorsing Customer's products or services; (6) post or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or for any other purpose that is unlawful or prohibited by these TERMS AND CONDITIONS; (7) use or access the Portal in any way that, in GR8FR8's reasonable judgment, adversely affects the performance or function of the Portal, or any other computer systems or networks used by GR8FR8; (8) upload or transmit to the Portal or use any device, software or routine that contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that may damage, interfere or attempt to interfere with, intercept, the normal operation of this Portal, or appropriate the Portal or any system, or take any action that imposes an unreasonable load on our computer equipment, or that infringes upon the rights of a third party; and (9) disguise the origin of the information transmitted through this Portal.
10. TERMINATION
GR8FR8, in its sole discretion, may at any time and without advance notice or liability, terminate or restrict Customer's access to all or any component of this Portal, even if access continues to be allowed to others. Upon such termination or suspension, Customer must immediately discontinue use of the Portal, and destroy any copy or copies it has made of any portion of the Portal. Accessing the Portal after such termination, suspension or discontinuation shall constitute an act of trespass. GR8FR8 shall not be responsible to Customer for such suspension or termination.
11. COPYRIGHTS
All of GR8FR8'S copyrights, patents and other intellectual property rights shall be the sole property of GR8FR8. Any unauthorized use or reproduction may violate applicable laws, including, but not limited to copyright, trademark, patent, trade secret, unfair competition laws.
12. FORUM SELECTION AND CHOICE OF LAW
Any claim, dispute or litigation relating to these Terms and Conditions, any shipment scheduled or tendered hereunder or through GR8FR8'S Portal, or relating to any and all disputes among the Carrier, GR8FR8 and the enrolled Shipper, Shipper and/or Consignee and/or Brokers for any enrolled Shipper, Shipper and/or Consignee, shall be filed in the courts of the State of Michigan or in the United States District Court located therein and shall be subject to Michigan law without regard to its conflict of laws provisions.
13. SEVERABILITY
If for any reason a court of competent jurisdiction finds any provision of these TERMS AND CONDITIONS, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of these TERMS AND CONDITIONS shall continue in full force and effect. Any failure by GR8FR8 to enforce or exercise a provision of these TERMS AND CONDITIONS or related right shall not constitute a waiver or that right or provision.
