The fast, easy way to book freight and trucks online
TERMS OF SERVICE
THESE TERMS OF SERVICE (THIS “AGREEMENT”) CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU, THE SHIPPER OR CARRIER (AS THE CASE MAY BE) AND YOUR ADMIN USERS AND BASIC USERS, AND EVOTRUX INC. THIS AGREEMENT GOVERNS YOUR USE OF THE EVOTRUX SERVICES, OUR WEBSITE, MOBILE APPLICATION AND ANY OF OUR CONTENT (COLLECTIVELY, THE “SERVICES”). BY SUBSCRIBING FOR AN ACCOUNT AND USING THE EVOTRUX SERVICES, OR BY ACCESSING OUR WEBSITE, MOBILE APPLICATION OR CONTENT, YOU ARE AGREEING THAT YOU HAVE CAREFULLY READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS THE EVOTRUX WEBSITE, MOBILE APPLICATION, OR CONTENT OR USE OUR SERVICES.
Welcome To EVOTRUX!
THE EVOTRUX DIFFERENCE
1. What is EVOTRUX?
EVOTRUX is an online freight-matching service that provides a business platform to commercial shippers (“Shippers”) and commercial carriers (“Carriers”), allowing them to connect with one another to allow for the transport of defined freight. EVOTRUX works by allowing subscribing Shippers to post details concerning upcoming jobs, including without limitation the nature of the freight to be shipped, shipment destination and delivery deadlines (the “Job”); subscribing Carriers receive requests for quotes and can then submit offers to win the Job by payment rate. The quote process is open for a defined period of time, as set out on our website and mobile application for the particular Job. The Shipper then picks the winner of the Job.
2. What does it mean to win a Job?
As set out in this Agreement, Shippers agree that they will contact the winner of a Job and the Shipper and winning Carrier will, in good faith, attempt to work out the remaining contract terms between them concerning that Job.
If, for any reason, the parties are, after negotiation in good faith, unable to finalize contract terms to complete the Job, then Shipper may terminate discussions with the subject Carrier in writing, or vice versa, and the Shipper may then move on to another quote and engage in the same process. Any notice to be provided to a Shipper or Carrier under this Agreement shall, for certainty, be provided in writing (including electronic writing such as email correspondence).
No money is exchanged or can be exchanged through the Services or system. All commercial transactions happen directly between the Shipper and the Carrier outside of the EVOTRUX system. Remember: EVOTRUX serves as an electronic marketplace or connecting point for Shippers and Carriers ONLY; EVOTRUX allows Shippers and Carriers to have determined the FREIGHT and the RATE for a particular Job, and the rest is up to you!
3. Use of EVOTRUX – from Posting to Completion of the quoting Process
3.1. Job postings may be cancelled by the Shipper’s Admin User or Basic User at any time prior to the closing time of the shipment. Neither the Shipper’s Admin User or Basic User, nor EVOTRUX, shall be responsible or liable to any person for any cancellation of any Job prior to the closing time for that Job that has been posted by the Shipper or its Admin User or Basic User.
3.2. Job postings may only be amended by a Shipper Admin User or their Basic User prior to any Carrier quote being placed on that posted Job. Once a quote has been placed, and should a Shipper Admin User or their Basic User need to amend a term of that Job posting, the Admin User or their Basic User may only cancel that Job and re-post it.
3.3. EVOTRUX reserves the right, but does not have the obligation, to establish policies or Job posting requirements from time to time, and all Admin Users and their Basic Users shall comply with same upon notice. Any failure to comply with this Agreement or any policies established by EVOTRUX may result in suspension or termination of your Account in the sole and absolute discretion of EVOTRUX.
3.4. EVOTRUX simply provides a connecting point for Shippers and Carriers, and provides a quoting service allowing those parties to determine the freight and the rate for listed Jobs. All contracts between the Shipper and the winning Carrier are completed outside of the EVOTRUX process, and EVOTRUX is not a party to those contractual transactions. EVOTRUX will not participate in any demands, disputes, court or other proceedings as between the Shipper and Carrier, and you expressly confirm that you will not attempt to involve EVOTRUX in those processes.
3.5. EVOTRUX does not take any steps to verify the veracity of any Admin User, whether Shipper or Carrier, or any Job posted through the Services. All Admin Users, Shipper and Carrier, are advised to take steps to confirm the veracity of the other party. All Admin Users are advised to follow business best practices for safety and security in connection with any transactions to be entered into between the parties. WE TAKE NO RESPONSIBILITY FOR AND DO NOT ASSUME ANY OBLIGATION TO REVIEW OR PRE-SCREEN ANY SHIPPER OR CARRIER ACCOUNTS THAT ARE CREATED AND MADE AVAILABLE THROUGH THE SERVICES, OR THE CREDENTIALS OR QUALIFICATIONS OF ANY ADMIN USER OR BASIC USER.
3.6. EVOTRUX IS NOT RESPONSIBLE OR LIABLE FOR THE CONDUCT OF ANY USER OF THE SERVICES, WHETHER THEY ARE AN ADMIN USER, BASIC USER, SHIPPER OR CARRIER.
3.7. The winning Carrier Admin User or subsequent Carrier Admin User determined through the quoting process where no contract is reached with the job winner can make a complaint about the Shipper to EVOTRUX should the Job posted turn out to be untrue or incomplete.
EVOTRUX reserves the right, but is not obligated, to suspend or terminate a Shipper’s account under such circumstances.
EVOTRUX recognizes that circumstances may change and that minor adjustments may need to be made as part of the contract process resulting from the posting of any such Job. EVOTRUX reserves the right not to suspend or cancel a Shipper’s account in such circumstances.
3.8. The Shipper or Carrier (as the case may be) is responsible and liable for all quotes placed on posted Jobs through his/her/its account using EVOTRUX, including as placed by any Admin or Basic User of its account. The Shipper or Carrier (as the case may be) is responsible for the activities of all Admin Users and Basic Users registered under their account.
3.9. All Admin Users (and their Basic Users) are advised to quote carefully. While any quote may be cancelled by the Carrier, Carriers who do not follow through on a quote either in whole or in part will be subject to any review that may be submitted by the Shipper in accordance with Section 4 below.
3.10. EVOTRUX SERVES AS A MARKETPLACE CONNECTING POINT ONLY THAT ALLOWS SHIPPERS AND CARRIERS TO CONFIRM AVAILABILITY OF CARRIERS TO MOVE FREIGHT AND TO CONFIRM A MARKET RATE FOR THAT JOB. ALL PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE QUOTING PROCESS SET OUT USING THE EVOTRUX SERVICE DOES NOT CREATE A BINDING CONTRACT ON THE PARTIES. THE SOLE REMEDY AVAILABLE FOR EITHER A SUBSCRIBING SHIPPER OR CARRIER WHO DOES NOT HONOUR THE QUOTING PROCESS REACHED ON EVOTRUX IS THE SUSPENSION OR TERMINATION OF SUCH ADMIN USER’S EVOTRUX ACCOUNT.
3.11. SHIPPERS AND CARRIERS MUST CONTRACT OUTSIDE OF THE EVOTRUX SERVICE AND ARE ADVISED TO USE ALL STANDARD BUSINESS PRECAUTIONS FOR SAFETY AND LIABILITY AS WOULD NORMALLY APPLY IN SUCH A PROCESS. EVOTRUX DOES NOT SCREEN OR VERIFY THE IDENTITY OR STANDING OF SHIPPERS OR CARRIERS.
Dispute Resolution Mechanism
3.12. Should a Shipper or Carrier dispute a review or rating, they may provide one reply comment back to a rating. Any reply comments that are belligerent, rude or unbusinesslike, or otherwise violate the terms of this Agreement, are subject to deletion.
3.13. Without limiting the foregoing, every user of the Services (including Shippers, Carriers and their Basic Users and Admin Users) represents and warrants that they will use the EVOTRUX website and mobile application solely for its intended purpose. You represent and warrant that your use of the Services will not:
(iii) Include or contain any material that is determined to be exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory, based on race, sex, religion, nationality, disability, sexual orientation, or age or any other such legally prohibited ground, or be otherwise objectionable, such determination to be made in our sole discretion.
(iv) Involve stalking, attempting to exploit or harm any individual (including minors) in any way, by exposing them to inappropriate content or otherwise, or ask for personal information as prohibited under applicable laws, regulations or codes.
(v) Involve, provide or contribute any false, inaccurate or misleading information. Any Shipper or Admin User or Basic User of a Shipper, hereby confirms that any advertisement for a Job posted on EVOTRUX is true, complete and accurate, and represents freight needing to be transported as indicated, and that all necessary information that would allow a Carrier to determine whether to bid on a particular job has been posted on your EVOTRUX Job posting.
(vi) Impersonate or attempt to impersonate us, our employees, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
(vii) Transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
(viii) Fraudulently represent online advertisement impressions, clicks, conversion or data events, in order to generate revenue, or for any other purpose.
(ix) Willfully circumvent any measures of the Services that are designed to generate revenue.
(x) Encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm us or users of the Services, or expose them to liability.
(xii) Cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, or alarm any other person.
(xiii) Promote any illegal activity, or advocate, promote, or assist any unlawful act.
(xiv) Give the impression that anything you do or say is endorsed by us or any other person or entity, if this is not the case.
(xv) Take any action intended to circumvent, infect, damage or corrupt the Services system or EVOTRUX system protections, upload viruses or other similar destructive programming routines of any sort, interfere with the operation of EVOTRUX or the rights of EVOTRUX or other users to access our system, or take any action that would place an unreasonable load on our technological infrastructure.
(xvi) Copy the Services or attempt to copy, modify, translate, recreate, adapt, edit, decompile, disassemble or reverse engineer the Services, software or system or adopt any similar business name or trademark in a competing area of trade that would be confusingly similar with EVOTRUX.
4. Ratings and Reviews
4.1. Shippers, Carriers and their Admin and Basic Users are strongly encouraged to leave a review and rating after each such similar business transaction. EVOTRUX has no responsibility for the content of such reviews, and it reserves the right (but not the obligation) to monitor and remove ratings for non-compliance with this Agreement.
4.2. At EVOTRUX, we want to make sure that any reviews given arise out of an actual or proposed transaction between a Shipper and Carrier. Reviews can be made by the Carrier on a particular Job for the successful quoter or subsequent successful quoter(s); the successful quoter may also leave a review of the Carrier on that Job. Both the Shipper and the Carrier have one opportunity to reply to any comments. Third party reviews or comments will not be permitted on EVOTRUX, but third parties who are subscribers to EVOTRUX can see those reviews.
4.3. In addition to written comments, and as part of the review, the reviewer will be asked to rate the Shipper or the Carrier, as the case may be, and the rating will be out of five (5) stars overall and on set criteria.
4.4. You, as the Admin User or Basic User, hereby agree that any reviews submitted by you are true, accurate and complete and represent your personal opinion on Job performance of the other party where services were actually provided by you as Carrier or received by you as Shipper for a Job that was listed through the Services. All reviews must be based on Job performance for the Job posted on EVOTRUX ONLY and not on past jobs, or jobs posted or completed by the Shipper or Carrier. EVOTRUX has no obligation to screen, edit or monitor reviews, EVOTRUX does however reserve the right, in its discretion, to either not post or remove any review that fails to meet verification requirements or which is deemed to contain inappropriate content, which is expressly prohibited. Inappropriate content may include, without limitation, language or imagery that is foul or offensive, obscene, pornographic, lewd, indecent, suggestive, harassing or advocates harassing of another person, racist, threatening, invasion of privacy or publicity rights, constitutes hate speech, promotes violence, violates third party rights or is otherwise unlawful or offensive, in EVOTRUX’s discretion.
4.5. You are solely responsible for all reviews made through your account as Admin User, including for any reviews made by a Basic User. In connection with any reviews you submit through the Services, you confirm that:
(i) the Admin User has had direct contact with the Shipper or Carrier, as the case may be, being reviewed, and that Job terms were agreed to between the parties which would form a contract at law to have the shipping services completed. Admin User acknowledges and agrees that reviews shall be based on EVOTRUX Job performance only;
(ii) all reviews submitted through your EVOTRUX account represent your personal experience and your opinion based thereon and are accurate, true and correct;
(iii) all reviews submitted by through your EVOTRUX account do not contain inappropriate content, nor are they malicious or unlawful in nature, and do not constitute defamation, slander or libel; and
(iv) you confirm that any and all content submitted by you will not violate the intellectual property rights of any person, including without limitation any copyright, trade-mark, trade secret, patent or other intellectual property or proprietary rights.
4.6. UNTRUE, SLANDEROUS OR LIBELOUS STATEMENTS, SWEARING OR INAPPROPRIATE LANGUAGE WILL NOT BE TOLERATED. EVOTRUX RESERVES THE RIGHT, BUT DOES NOT HAVE THE OBLIGATION, TO MONITOR, AMEND AND DELETE ANY REVIEW THAT CONTAIN OBJECTIONABLE MATERIAL OR INFORMATION. MAKING FALSE, MISLEADING OR OBJECTIONABLE STATEMENTS UNDER A REVIEW ARE GROUNDS FOR TERMINATION OF YOUR SUBSCRIPTION ACCOUNT. EVOTRUX HAS NO RESPONSIBILITY FOR THE CONTENT OF SUCH REVIEWS.
4.7. The appearance of a Shipper or Carrier on the Services does not constitute an endorsement by EVOTRUX. You also acknowledge that the review and ranking features of the Services are based on third party content which is not controlled or delivered by EVOTRUX. Accordingly, there may be some risk in terms of accuracy or completeness in relying on same, neither of which are warranted by EVOTRUX.
5.1. As a term of your subscription, each Shipper and Carrier acknowledges and agrees that an account subscription is personal to each Admin User and Basic User who is signed up for an account, and is non-transferrable and cannot be used by any third party other than the particular Shipper or Carrier’s Admin or Basic User who is signed up for the account. Such an activity is expressly prohibited and is grounds for immediate termination of your account.
5.2. In order to use the Services, you must be the greater of the age of majority in your Province of residence, with legal authority and capacity to enter into business contracts.
5.3. You agree that you will use EVOTRUX solely for its intended purpose of a marketplace connecting legitimate Shippers and Carriers to definite availability, freight and rate. Any other purpose is expressly prohibited.
5.4. EVOTRUX is a subscription-based service. The subscription terms and rates are as specified at the time of subscription. Subscription terms and rates are subject to change at any time at the discretion of EVOTRUX Subscription costs, once paid, will cover the subscription contract for the defined term at the subscription rate provided. Each Shipper or Carrier (or the case may be) will be charged one subscription fee for each Admin User and Basic User who signs up for an account.
5.5. Fees paid for your EVOTRUX subscription are non-refundable regardless of the reason why your use of the Services has been terminated.
5.6. As a subscription service, it is necessary for users to sign up for and establish an EVOTRUX account to use the Services. Each Shipper and Carrier (as the case may be) is responsible for all activity, including without limitation all Jobs posted, quotes submitted and reviews and ratings posted and charges incurred, using their account. You have the option to establish Basic Users for your EVOTRUX account; a Basic User is a person or persons authorized by you to have activity on your EVOTRUX Account and for whose actions the Shipper or Carrier (as the case may be) and their Admin User will be wholly responsible and liable. Should you authorize a Basic User to use your account, the Basic User must set up their own Basic User account and provide account information to EVOTRUX as required. The Basic User account will then be linked to the Shipper or Carrier (as the case may be) Admin User’s EVOTRUX Account.
5.7. Basic Users acknowledge and agree that they must comply with this Agreement in the same manner as if they had been an Admin User hereunder, and that all terms, conditions, policies and obligations set out herein or under any policy established by EVOTRUX from time to time shall apply to such person in the same manner as if he or she was a subscribing Admin User and all terms should be read and interpreted as such.
5.8. BASIC USERS AND CORRESPONDING ADMIN USERS ACKNOWLEDGE AND AGREE THAT ALL USES OF EVOTRUX BY THE BASIC USER WILL BE VISIBLE TO THE ADMIN USER AT ANY TIME AND IN THE ADMIN USER’S DISCRETION. THE ADMIN USER MAY TERMINATE THE BASIC USER’S ACCESS TO THE ADMIN USER’S ACCOUNT AT ANY TIME, FOLLOWING WHICH THE BASIC USER’S EVOTRUX ACCOUNT WILL BE SUSPENDED AND THEN TERMINATED WITHIN A REASONABLE PERIOD THEREAFTER. BASIC USERS ARE NOT ENTITLED TO THE ADMIN USER’S ACCOUNT INFORMATION FOLLOWING TERMINATION BY THE ADMIN USER.
5.9. AS A SUBSCRIBING ADMIN USER OR BASIC USER, YOU ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT USER NAME AND PASSWORD. YOU SHALL BE RESPONSIBLE AND LIABLE FOR ALL USES OF YOUR ACCOUNT, WHETHER OR NOT SPECIFICALLY AUTHORIZED BY YOU. YOU AGREE TO IMMEDIATELY NOTIFY EVOTRUX OF ANY UNAUTHORIZED USE OF YOUR SUBSCRIPTION OR PASSWORD.
6. Intellectual Property Ownership and Notices
6.1. Our Content: Except for Your Content (which is discussed below), all materials displayed or otherwise accessible on our website and app, including, without limitation, text, photographs, images, illustrations, graphics, icons, code (collectively, “Our Content”) and the selection and arrangement of Our Content on our website and app are protected by copyright, pursuant to Canadian copyright laws, international conventions and other copyright laws. We either own the intellectual property rights, including copyright, or have acquired the necessary rights or licences, in Our Content. Portions of Our Content may have been licensed to us or published on our website and app by third parties. Any reproduction, modification, publication, transmission, transfer, sale, distribution, display or exploitation of our website and app or Our Content, whether in whole or in part, without our express written permission, is strictly prohibited. The display of Our Content does not imply that you have been granted a license by us or other entities with respect to it.
6.2. Your Content: You retain ownership in and to materials you submit to us, including, without limitation, text, photographs, images, illustrations, graphics and icons (collectively, “Your Content”), but you agree to grant us a sub-licensable, irrevocable licence to use Your Content, as we see fit, in our sole discretion, for the purpose of providing the Services and in connection with any sale of EVOTRUX in whole or in part, including the assets thereof.
6.3. For greater certainty, we will not sell or disclose Our Content or Your Content, if it contains information about activity specific to your account and can be identified as such. Our Content or Your Content will only be sold or disclosed by us, if it is aggregated with other data, so that activity specific to your account can no longer be used to identify you or your user activity.
6.4. Despite Section 6.3, we reserve the right to disclose Your Content, at any time, as is required to comply with applicable laws, and the right to remove any of Your Content that is in violation of the terms and conditions of this Agreement. You also agree that any rights you assert in and to Your Content will be subject to standards of commercial reasonableness. You represent and agree that you will not post on our website and app, any trade secrets, confidential information, intellectual property and other proprietary information of any other person, without authorization from such other people. Your Content (and our use thereof in accordance with this Agreement) shall not knowingly infringe the intellectual property rights, including copyright, patents, trade-marks or trade secrets, of any third party. You hereby indemnify and hold harmless, EVOTRUX and our directors, officers, shareholders and licensees and each of their legal representatives and heirs, from any and all liability or loss, including reasonable counsel fees, which we suffer in connection with any claim or action by reason of a breach of the foregoing representation and warranty.
6.5. Reporting infringement: EVOTRUX has a zero tolerance policy for intellectual property rights infringement. If you believe that any Job posting on the Services infringes copyright or trade-mark law, for example, please contact us via email (firstname.lastname@example.org) and provide us with appropriate information and evidence confirming your claim. While EVOTRUX is not responsible or liable for the conduct of others including subscribing Shippers and Carriers and their Admin Users and Basic Users, and while we are not obligated to do so, we may remove offending postings. If you believe your rights have been infringed please contact us using the Contact Us link provided on the EVOTRUX site or at the email address indicated above.
6.6. Subject to your compliance with the terms and conditions of this Agreement, we hereby grant to you:
(i) a limited, non-exclusive, non-assignable, revocable right to use the Services, for the purpose of submitting and receiving quotes on Jobs. This right terminates upon termination of this Agreement or any other agreements previously provided to you. Any and all rights not expressly granted to you are reserved by us, and this Agreement does not confer to you a proprietary interest in any Services; and
(ii) a limited personal, non-exclusive, non-transferable, revocable license to access, view and use our website and app, including a limited license to download, print and store single copies of Our Content from our website and app, for your personal use, provided that you maintain all copyright and other notices contained in such items and you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover, any source code, in our website. Our Content must not be reproduced, republished, or disseminated in any manner or form without our prior written consent or the prior written consent of the third parties from which such information was collected, as the case may be.
7. Site Availability and Modifications
You acknowledge that the Services, website and mobile applications, content and features are subject to availability, and may be modified, updated, interrupted, suspended or discontinued at any time without liability to EVOTRUX and no refunds or subscription fees shall be refundable on account of any such service interruptions or termination of services or service features.
9. Disclaimer of Warranties
9.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, A QUOTE OR JOB), IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9.2. WE TAKE NO RESPONSIBILITY FOR AND DO NOT ASSUME ANY OBLIGATION TO REVIEW OR PRE-SCREEN ANY ACCOUNTS THAT ARE CREATED AND MADE AVAILABLE THROUGH THE SERVICES, OR THE CREDENTIALS OR QUALIFICATIONS OF ANY USER.
9.3. WE HEREBY DISCLAIM ANY AND ALL LIABILITY FOR THE OUTCOME OF ANY SERVICES OFFERED BY OR TO YOU, OTHER SHIPPERS OR CARRIERS OR THEIR ADMIN OR BASIC USERS, OR ANY OTHER THIRD PARTIES. WE ARE NOT RESPONSIBLE FOR VERIFYING THE VERACITY OF CLAIMS MADE BY ANY OTHER SHIPPERS OR CARRIERS OR THEIR ADMIN OR BASIC USERS AS TO THE QUALIFICATIONS THEY POSSESS, AND SHALL NOT BE HELD LIABLE FOR ANY SUCH CLAIMS WHICH MAY BE PROVEN TO BE UNLAWFUL, DECEPTIVE, MISLEADING, FRAUDULENT OR TORTIOUS, NOR ARE WE INVOLVED WITH, OR RESPONSIBLE FOR, THE SHIPPER’S DECISION TO SELECT A WINNING QUOTE. WE CANNOT GUARANTEE THAT ANY OTHER SHIPPERS OR CARRIERS OR THEIR ADMIN OR BASIC USERS WILL RESPOND TO A QUOTE REQUEST, OR THAT ANY SUCH RESPONDING QUOTE WILL BE SUITABLE FOR THE SHIPPER’S NEEDS.
9.4. EVOTRUX IS NOT A PARTY TO THE RELATIONSHIP BETWEEN YOU AND ANY OTHER SHIPPER, CARRIER OR THEIR RESPECTIVE ADMIN OR BASIC USERS, AND AS SUCH, WE HAVE NO RESPONSIBILITY TO YOU AS REGARDS: (A) THE PRODUCTS AND SERVICES YOU PURCHASE OR SELL (OR OFFER TO PURCHASE OR SELL) TO OR FROM SHIPPER, CARRIER OR THEIR RESPECTIVE ADMIN OR BASIC USERS (AS THE CASE MAY BE); (B) YOUR INTERACTION WITH ANY OTHER SHIPPER, CARRIER OR THEIR RESPECTIVE ADMIN OR BASIC USERS, INCLUDING THE PERFORMANCE OF ANY JOB; (C) ANY TRANSACTIONS YOU MAY ENTER INTO OR ATTEMPT TO ENTER INTO, WITH ANY OTHER SHIPPER, CARRIER OR THEIR RESPECTIVE ADMIN OR BASIC USERS; (D) COLLECTING OR REMITTING ANY APPLICABLE TAXES, IN RESPECT OF SUCH TRANSACTIONS. YOU AGREE THAT YOU WILL HAVE NO RECOURSE OR REMEDY AGAINST US, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT.
9.5. NEITHER EVOTRUX INC. NOR ITS SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS, MAKE ANY WARRANTY, CONDITION, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE SERVICES OR THEIR CONTENTS (INCLUDING CONTENT YOU SUBMIT TO THE SERVICES). WITHOUT LIMITING THE FOREGOING, NEITHER EVOTRUX INC. NOR ITS SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS, REPRESENT OR WARRANT THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
9.6. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOUR DEVICES, INTERNET AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICES, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES, OR ON ANY WEBSITE LINKED TO THE SERVICES.
10. Limitation of Liability
10.1. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL EVOTRUX INC. NOR ITS SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SERVICES, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW OF SUCH HARM OR LOSSES.
10.2. UNDER NO CIRCUMSTANCES SHALL THE LIABILITY OF EVOTRUX INC. NOR ITS SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS TO YOU FOR DAMAGES SUFFERED BY YOU ARISING OUT OF, RELATED TO OR CAUSED BY THE WEBSITE, THE SERVICES OR THE USE THEREOF, EXCEED A MAXIMUM AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES IN THE SIX-MONTHS’ PERIOD WHICH PRECEDES THE OCCURRENCE OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE FEES PAID BY YOU REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT EVOTRUX INC. WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless EVOTRUX INC., its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors and assigns (collectively, the “Indemnified Parties”), from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) (collectively, the “Losses”) arising out of or relating to your breach of this Agreement or your use of the Services, including, but not limited to, third-party sites, any use of content on, or in, the Services, and products, other than as expressly authorized in this Agreement.
12.1. ANY PAYMENT TO US SHALL BE PAYABLE REGARDLESS OF WHETHER OR NOT THE SHIPPER AND THE CARRIER ULTIMATELY ENTER INTO A CONTRACTUAL RELATIONSHIP REGARDING THE JOB AND/OR WHETHER OR NOT THE JOB IS COMPLETED SUCCESSFULLY OR AT ALL. WE DO NOT OFFER REFUNDS IN ANY CIRCUMSTANCES.
12.2. You agree to indemnify and hold harmless EVOTRUX INC. and its officers, directors, subsidiaries, affiliates, employees, partners, representatives, agents, licensors and their respective successors and assigns, against any chargeback costs (plus any related fees) which we are required to pay, as a result of a payment dispute with you or in relation to a payment you have made to us through the Services.
12.3. The cost of all applicable taxes arising from your use of the Services shall be added to any payment that you are responsible for paying us.
12.4. Payments are processed by and through a third party payment processor, made available to you through the Services. The processing of your payment is therefore conducted by an entity wholly separate from and independent of us, and we hereby disclaim absolutely any and all liability, whether, direct, indirect, vicarious or otherwise, for the processing of your payment. You acknowledge and agree that we provide access to such third party payment processors “as is” without any warranties, representations or conditions of any kind. Your use of third party payment processors is entirely at your own discretion and you should ensure you are familiar with, and approve, the terms on which such services are provided by the relevant third party payment processors. We do not have access to your personal credit card details and your personal details are subject to the security policies and systems employed by the third party payment processor. As such, you are advised to make yourself familiar with such security policies and systems. Other payment methods may be made available in the future, and you should read this Agreement periodically for the methods that may then be available.
12.5. We reserve the right to charge a payment for the use of the Services, for such Services and in such amounts as we may determine, from time to time, upon notice to you. The services and features you receive for any such payments will be as set out on and through the Services, from time to time.
13. Practices regarding Usage and Storage
13.1. Storage or Deletion of Content: You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any information maintained by us, including, without limitation, Your Content and Our Content.
13.2. Limits on Storage: We retain the right to create limits on use and storage, at our sole discretion, at any time, with or without notice.
13.3. Our Access to Stored Content: We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary, including, without limitation, Your Content, to: (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce this Agreement, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect our rights, property or safety, our users or the public. We will not be responsible or liable for the exercise or non-exercise of our rights under this Agreement.
13.4. Monitoring: We have the right to access the Services, Our Content and Your Content at any time, to maintain their effective operation, to provide upgrades to the software or other system components and to review the your use of the Services, Our Content and Your Content. We reserve the right, but do not assume the responsibility or obligation, to monitor, view and audit transactions and communications (inbound and outbound, including quotes and Jobs), in our sole and absolute discretion, in order to manage the Services and for such other purposes as we shall deem necessary or advisable. If we determine, in our sole and absolute discretion, that you have breached or will breach a term or condition of this Agreement, we may cancel any quote, Job or related transaction, or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party. Further, in such event, we may, in our sole and absolute discretion, immediately terminate this Agreement and your access to the Services, all without notice to you.
13.5. Industry Analysis: We reserve the non-expiring right to use and disclose (for commercial purposes or otherwise) the textual and numerical statistical portion of all data in the Services at any time to conduct analysis for industry trends, provided that such data shall not be singularly isolated and labeled as a particular account holder’s data.
14.1. The Services, our website, mobile application and our content shall be deemed to be provided from Winnipeg, Manitoba, Canada and this Agreement shall be governed by the laws of the Province of Manitoba and Canada applicable hereto. Should there be any dispute relating to this Agreement or the subject matter covered by this Agreement, the parties shall irrevocably attorn to the jurisdiction of the Courts of the Province of Manitoba for resolution.
14.2. EVOTRUX reserves the right to amend this Agreement at any time. Any amendments hereto shall take effect upon being posted to the EVOTRUX website or through our mobile application. It is your responsibility to review this Agreement on a regular basis concerning any amendments.
14.4. You may not assign your rights or obligations under this Agreement.
14.5. Any failure on EVOTRUX’s part to exercise or enforce any of its rights under this Agreement shall not be interpreted as a waiver of such rights or provisions.
14.6. If any provision of this Agreement is found to be invalid or unenforceable, then only that provision shall be modified to reflect the intention of the parties and the remaining provisions of this Agreement shall stay in full force and effect. Any provision of this Agreement that must survive to fulfill its essential purpose (whether expressly stated as such or not) and any obligation you have to pay fees incurred before termination, will survive the termination of this Agreement.
14.7. Any notices to be provided by EVOTRUX shall be made available on our website or posted through our mobile application from time to time and shall be effective once posted.
14.8. When you visit our website or use our mobile application, or send email or text messages to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email, text messages or by posting notices on, or through, our website or mobile application. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, satisfy any legal requirement that such communications be in writing and/or signed. You further agree that your provision of contact information to us, constitutes consent for us to use such contact information as we deem necessary, in order to provide the Services or to protect our interests in connection with same. You will only provide contact information if the person has consented to receiving communication as part of the Services.
14.9. We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and The International Sale of Goods Act (Manitoba), C.C.S.M. c. S11, as amended, replaced or re-enacted from time to time.
14.10. You agree to waive any right you may have to: (a) a trial by jury; and (b) commence or participate in any class action against us related to your use of the Services, the exchange of electronic documents between us or this Agreement and, where, applicable, you also agree to opt out of any class proceedings against us or our licensors.
14.11. The parties hereto have required that this Agreement and all documents relating thereto be drawn up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
14.12. If you have any questions about this Agreement, or the Services generally, please contact us at: email@example.com, 206-421 Mulvey Ave, Winnipeg, MB R3L 0R6, 204-599-2756.
BY VIRTUE OF CHECKING THE BOX “I accept Terms and Conditions”, YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS TERMS OF SERVICE AGREEMENT BETWEEN YOU AND EVOTRUX.