Terms of Use - Freightdrive

GENERAL TERMS OF USE

About these terms
- Application: this Agreement regulates the use of the App and the Website by Users.
- This Agreement may be accepted by: notifying Freight Drive that it agrees to be bound; installing the App; accessing the Website; or otherwise by conduct consistent with the acceptance of this Agreement.
- Terms and Conditions: Freight Drive may change this Agreement at any time without notice to Users. The User accepts any changes to this Agreement by continuing to use the App and / or the Website following any change.
- This Agreement expressly includes the Customer Terms (which apply to Customers), the Carrier Terms (which apply to Carriers), the General Terms and any terms coming from the App and/or Website.
About Freight Drive:
- Freight Drive:
  - connects Customers and Carriers for the shipment of freight by providing a platform for Customers to can post details of desired shipment requests, which Carriers may accept; and
  - provides a payment gateway for Customers and billing service for Carriers.
- Freight Drive does not provide carrier services and is not a carrier, and as such, is not liable or responsible to any Carrier or Customer for any cargo shipped under this Agreement.
Use of the Website and the App
- Subject to and in accordance with this Agreement, Freight Drive grants the User:
  - a non-transferable, nonexclusive, license to use the Website;
  - a non-transferable, nonexclusive, license to make one copy of the App via Google Play or the Apply App store; and
  - a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Freight Drive, for the purpose of offering Shipments as a Customer, accepting Shipments as a Carrier, completing Shipments as a Carrier or Customer and paying for Shipments in the manner permitted by this Agreement.
- Any use, copy, right or licence does not give any title or ownership in the Freight Drive, content, or any part of the software or source code.
- To use the Freight Drive as referred to in clause 3(a)(iii), the User must register for an account. To register for such an account, the User must provide all information required. The User warrants the information provided is truthful and accurate, and it will ensure the information provided is updated so it remains truthful and accurate.
Restrictions on use of the Website and the App
- The User must not:
  - not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Freight Drive except as permitted by clause 3(a)(iii);
  - modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Freight Drive, any App or the Website;
  - access the Freight Drive, any App or the Website in order to build a similar or competitive service;
  - except as expressly stated in this Agreement, copy, reproduce, distribute, republish, download, display, post or transmit the Freight Drive, any App or the Website.
- Any future release, update, or other addition to functionality of the Service shall be subject to the terms of this Agreement.
User content
- User Content is all information provided to or used with Freight Drive, and may include information from a third party.
- The User is solely responsible for any of its User Content. The User acknowledges that third parties may rely on its User Content and accordingly must keep it accurate, truthful and complete.
- The User provides an irrevocable, non-exclusive, royalty-free and fully paid, sublicensable, worldwide license, to use your User Content.
- The User must ensure that its User Content:
  - does not violate 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;
  - is not unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade defamatory, 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
  - in violation of any law, regulation, or obligations or restrictions imposed by any third party.
- Freight Drive reserves the right (but has no obligation to) review any User Content, investigate, and/or take appropriate action against the User in Freight Drive’s sole discretion (including removing or modifying User Content, terminating any account, and/or reporting the User to law enforcement authorities).
Termination
- The User may terminate this Agreement by:
  - deleting any account it has with Freight Drive; and
  - ceasing to use the Website; and
  - if installed, uninstalling or deleting the App.
- Freight Drive may terminate this Agreement with the User in its sole discretion if the User:
  - has breached, or is suspected to have breached, this Agreement;
  - Freight Drive is required to by law; or
  - Freight Drive decides to end its provision of Freight Drive.
- Freight Drive’s liability to the User terminates at the termination of this Agreement.
- The User’s obligations which are expressed or have the effect of surviving beyond termination of this Agreement, continue to apply despite the termination of this Agreement.
Limitation of Freight Drive’s liability
- To the maximum extent permitted by law, this Agreement operates to the exclusion of all implied terms. Freight Drive gives no warranty as to the nature of the Freight Drive, any App and any Website or that any will be fit for any specified purposes. Freight Drive makes no warranty or representation (and gives no endorsement) in relation to the quality, merchantability, suitability, standard, or fitness for purpose of the Freight Drive (or its services), the Customer or any Shipment. Any sample or demonstration provided by or made available to the User by Freight Drive shall not be taken by the User to be an exact benchmark for the Freight Drive, any App and any Website, and must only be construed as a general example of the type and quality of the Freight Drive, any App and any Website.
- To the maximum extent permitted by law, Freight Drive will not be liable to Users for any Claims arising directly or indirectly out of the User’s use of Freight Drive, any App or Website or any other service provided under this Agreement (including but not limited to Claims arising out of the matters set out under clause 12(a)). To the maximum extent permitted by law, any liability of Freight Drive under this Agreement is limited to the greater of the replacement cost of obtaining a copy of the App and $2.00.
- Freight Drive will not be liable to the User for any Claims arising out of a Force Majeure Event, or for any consequential, special or indirect losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill, or for any loss or corruption of any data, database or software.
Indemnity
- The User will indemnify and keep indemnified Freight Drive in relation to:
  - its use of the Freight Drive;
  - any Claims brought by a third party related to the actions or omissions of the User;
  - breach of any term of this Agreement; and
  - any unlawful conduct of the User.
General
- Relationship: This Agreement does not create an agent (except and only to the extent expressly stated in this Agreement), employment, joint venture, legal representative, franchise or partnership relationship.
- Intellectual Property: All intellectual property rights in or in relation to Freight Drive and all other such rights in connection with the App and Website are owned by Freight Drive. The User agrees that the User will not (whether alone or in conjunction with any other person/s) copy or reproduce any aspect of the App, or the Website or authorise or instruct any third party to do the same.
- Entire Agreement: This Agreement constitutes the entire agreement between User and Freight Drive regarding the use of the Freight Drive. Freight Drive’s failure to exercise or enforce any right of this Agreement does not waive such right. The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, that provision is severed from this Agreement and the balance varied so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts including electronic counterparts.
- Force Majeure: Any delay in the performance of any duties or obligations of any party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labour dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party.
- Third party content: the App or the Website may contain links to other apps or websites that are owned and operated by third parties. Freight Drive is not responsible for the operation of or content located on or through any such app or website.
- Privacy: Use by the User of the App or Website is subject to the Privacy Policy.
- Governing Law: These Terms and Conditions are exclusively governed by and will be construed in accordance with the laws of Western Australia.
Google Play and Apply App Store
- The User acknowledges and agrees that the availability of the App is dependent on the third party from which the User may receive the App (“Third Party Platform”). The User acknowledges that this Agreement is between it and Freight Drive and not with the Third Party Platform. Each Third Party Platform may have its own terms and conditions to which the User must agree before downloading the App from it. The User agrees to comply with, and its license to use the App is conditioned upon its compliance with all applicable terms and conditions of the Third Party Platform.
Apple App Store terms
- The following additional terms and conditions apply to the User if the User is using an App from the Apple App Store. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section 16, the more restrictive or conflicting terms and conditions in this Section 15 apply, but solely with respect to software supplied via from the Apple App Store.
- Acknowledgement: Freight Drive and the User acknowledge that this Agreement is concluded between Freight Drive and the User only, and not with Apple, and Freight Drive, not Apple, is solely responsible for the App and the content thereof. To the extent this Agreement provides for usage rules for the App that are less restrictive than the Usage Rules set forth for the App in, or otherwise is in conflict with, the App Store Terms of Service, the more restrictive or conflicting Apple term applies.
- Scope of License: The license granted to the User for the App is limited to a non-transferable license to use the App on an iOS product that the User owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service.
- Maintenance and Support: Freight Drive is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement (if any), or as required under applicable law. Freight Drive and the User acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
- Warranty: Freight Drive is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, the User may notify Apple, and Apple will refund the purchase price for the App to the User; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Freight Drive’s sole responsibility.
- Product Claims: Freight Drive and the User acknowledge that Freight Drive, not Apple, is responsible for addressing any claims of the User or any third party relating to the App or the User’s possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit Company’s liability to the User beyond what is permitted by applicable law.
- Intellectual Property Rights: Freight Drive and the User acknowledge that, in the event of any third party claim that the App or the User’s possession and use of the App infringes that third party’s intellectual property rights, as between Freight Drive and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- Legal Compliance: the User represents and warrants that (i) the User are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a ‘terrorist supporting’ country; and (ii) the User are not listed on any U.S. Government list of prohibited or restricted parties.
- Developer Name and Address: Freight Drive’s contact information for any end-user questions, complaints or claims with respect to the App is set forth in section 13.
- Third Party Terms of Agreement: the User must comply with applicable third party terms of the Agreement when using the App.
- Third Party Beneficiary: Freight Drive and the User acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon the User’s acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the User as a third party beneficiary thereof.
Definitions:
- Agreement means this agreement and includes the general terms, terms applicable to Customers, terms applicable to Carriers and terms incorporated to this Agreement (including as part of the terms of any Shipment) as amended from time to time in accordance with its terms.
- Claims means claims, demands, proceedings, actions, suits, damages, differences, notices, complaints, losses, expenses and liabilities, whether legal or equitable, under statute or otherwise of whatever nature and howsoever arising.
- Force Majeure Event means an event, or a series of related events, outside the reasonable control of a party (including network outages, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
- Shipment means an offer from a Customer for shipment of freight, including origin and destination addresses, the requested date and pickup time of the shipment, a description of the items being shipped (including weight and dimensions), any other relevant information about the shipment and any shipment terms.
- Shipment Details means the information about the Shipment and additional information provided by the Customer.
- User means any user of the Service, including a Carrier or a Customer.
- Website means a website operated by Freight Drive associated with the business of offering Shipments as a Customer, accepting Shipments as a Carrier, completing Shipments as a Carrier or Customer and paying for Shipments.
- App means a mobile application by Freight Drive associated with the business of offering Shipments as a Customer, accepting Shipments as a Carrier, completing Shipments as a Carrier or Customer and paying for Shipments.
- Freight Drive means, as context dictates, the platform contemplated by this agreement and as ST Jolly Investments Pty Ltd as trustee for the ST Jolly Trust.
Address
- The address for correspondence for the Freight Drive is:
  - ST Jolly Investments Pty Ltd as trustee for the ST Jolly Trust
  - PO Box 7137 Applecross North WA 6153