Hello, and welcome to our Terms of Service Agreement (this “Agreement”). The terms set forth herein are important and affect your legal rights, so please read this Terms of Service Agreement, and other terms referenced in this document carefully.
By registering or using the website located at www.QuickLoad.com (the “Site”) and the associated mobile application at (the “Mobile App”), or by otherwise using the Services (as defined below), including, but not limited to, accessing any content or material made available through the Site or Mobile App or in connection with the Services, you are entering into a binding contract with QUICK LOAD, LLC d/b/a QuickLoad (“QuickLoad”, “us,” or “we”).
Please read this Agreement carefully. The Agreement covers important information about the Services provided to you and any charges, taxes, and fees we may bill you. The Agreement also includes information about future changes, limitations of liability, privacy information, a class action waiver, and resolution of disputes by arbitration instead of in court.
THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU ARE ACCEPTING THIS AGREEMENT, ON BEHALF OF YOURSELF OR THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT, ON BEHALF OF YOURSELF OR THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT. YOU MAY NOT ACCESS OR USE THE SERVICE OR ACCEPT THIS AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD.
IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SITE, THE MOBILE APP, OR THE SERVICES.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
As used in this Agreement, the following definitions shall apply:
1.1 “Broker” means QUICK LOAD, LLC d/b/a QuickLoad, a federally licensed property broker under authority issued by the U.S. Department of Transportation and the Federal Motor Carrier Safety Administration.
1.2 “Carrier” or “Motor Carrier” means a for-hire motor carrier or a private motor carrier with authority issued by the federal government or applicable state government to haul freight for third parties in intrastate or interstate commerce. The terms further includes a Carrier’s or Motor Carrier’s drivers, whether employees or independent contractors, as well as the Carrier’s or Motor Carrier’s owners, directors, officers, managers, agents, and representatives. To the extent that a User is acting as a Carrier, the provisions of this Agreement applicable to Users and to Carriers shall apply to such party.
1.2 “Mobile App” means the ______________ mobile application.
1.3 “QuickLoad,” “us,” “our,” or “we” means QUICK LOAD, LLC d/b/a QuickLoad, and its subsidiaries and affiliates.
1.4 “Services” means the arrangement for the transportation of cargo in intrastate or interstate commerce by an authorized Motor Carrier and related functions.
1.5 “Site” means the www.QuickLoad.com website.
1.6 “Shipper” means any entity or individual that owns, possesses, controls, or otherwise holds a beneficial interest in any tangible property, freight, or cargo, who seeks or intends the transportation of freight by a licensed Motor Carrier. To the extent that a User is acting a Shipper, the provisions of this Agreement applicable to Users and to Shippers shall apply to such party.
1.7 “User,” “You” or “Your” means an entity or individual that has registered on the Site or Mobile App, and includes any entity or individual accessing or using the Services. The term “User” includes Shippers and Carriers.
- SERVICE DESCRIPTION
QuickLoad helps to connect Shippers and Carriers for arranging the transportation of freight and cargo. QuickLoad provides a platform whereby Shippers can post details of desired shipment requests and Carriers can accept such shipment requests. Broker warrants that it is licensed to arrange for the transportation of freight pursuant to license MC-950676-B, but that it does not transport freight, and that it will maintain such authority as required by all applicable federal and state laws and regulations throughout the course of this Agreement. Broker also warrants that it will maintain a surety bond or trust fund agreement as required by the Federal Motor Carrier Safety Administration in the amount of $75,000.00 or in such amount as may be amended from time to time and furnish Shipper or Carrier with proof of same upon request.
2.2. Shipment Requests.
Shipper may post a request for a shipment (“Shipment”) through the Service. Without limitation, Shipper will provide:
(a) Origin and destination addresses,
(b) The requested date and pickup time of the Shipment,
(c) A description of the items being shipped (including weight) and
(d) Any other relevant information about the Shipment.
QuickLoad is not responsible for any Shipment terms. Once the Shipment is accepted for posting by QuickLoad, the details of the Shipment are posted to the Service. After a certain period of time, the Shipment will be viewable to all Carriers in the immediate area, though QuickLoad may from time to time, and in order to meet Shippers’ specific needs, release shipments to certain carriers before posting it to the Service. Carriers may view a list of the available Shipments at any time and accept a Shipment through the Service. The first Carrier to accept a Shipment will be assigned the Shipment to perform the transportation services related to the shipment. Once accepted by a Carrier, QuickLoad will notify Shipper that the Shipment has been accepted. QuickLoad may also, from time to time as the circumstances require, connect Shippers and Carriers outside of the Mobile App. QuickLoad does not guarantee that a Shipment will be accepted by a Carrier. If a Shipment is not accepted by a Carrier, QuickLoad will notify the Shipper that no Carrier is available and that the Shipper may try posting the Shipment again.
2.3. Cancellation of Shipment by Shipper
A shipment is officially cancelled by the Shipper when: (i) the Shipper clicks the cancellation button on the cancellation confirmation message, which can be found at Homepage > My Shipments > Cancel; or (ii) the Shipper contacts QuickLoad via telephone to cancel the shipment and receives a cancellation confirmation email from QuickLoad.
Shippers may cancel a Shipment at any time prior to it being accepted by a Carrier; however, the QuickLoad Service fee is non-refundable. Shipment fees (as set by the Shipper) are refundable, provided that a Carrier has not accepted the Shipment.
If a Carrier has accepted the Shipment, Shipment fees are refundable as set forth below:
- For a full refund of Shipment fees to Shipper, cancellation must occur at least twenty-four (24) hours prior to the Shipment pickup time (or 8:00 AM Eastern, if no pickup time is specified) on the day of pickup;
- For a refund of fifty percent (50%) of the Shipment fees to Shipper, cancellation must occur between twenty-four and four (4) hours before the scheduled pickup time;
- No refund of the Shipment fees to Shipper for cancellations occurring within four (4) hours of the scheduled pickup time.
2.4 Cancellation of Shipment by Carrier
A Shipment is officially cancelled by the Carrier when the Carrier calls QuickLoad via telephone to cancel the Shipment and receives a cancellation confirmation via email from QuickLoad.
Carrier agrees that the following charges or deductions shall apply to Shipments cancelled by Carrier:
- For cancellations no later than twenty-four (24) hours prior to the Shipment pickup time (or 8:00 AM Eastern if no pickup time is specified), Carrier will not be charged any cancellation fee;
- For cancellations by the Carrier between twenty-four (24) and four (4) hours prior to the scheduled Shipment pickup time, QuickLoad shall deduct a charge of thirty dollars ($30.00) from the next Carrier settlement from QuickLoad.
- For cancellations within four (4) hours of the scheduled Shipment pickup time, [NEED TO ADD].
In the event Carrier cancels three (3) Shipments within a thirty (30) day period, QuickLoad reserves the right to suspend Carrier’s account for a period of six (6) months. Further, in the event Carrier fails to cancel a Shipment in accordance with the terms of this Section 2.4 but then fails to report during the scheduled pickup time, QuickLoad reserves the right to suspend the Carrier’s account for six (6) months.
2.5 Completing the Shipment.
Shipper must issue and provide the Carrier a bill of lading (“Bill of Lading”) for each Shipment in accordance with 49 C.F.R. § 373. The Bill of Lading must contain, at minimum:
(a) the names and addresses of the Carrier, the Shipper, and the consignee,
(b) the origin and destination addresses,
(c) the requested pickup and delivery dates and times,
(d) description of the items being shipped (including weight) and
(e) other relevant terms and conditions.
Once the Shipment has been completed, Carrier will promptly upload to the Service either: (1) the Bill of Lading, and/or (b) a proof of delivery signed by the authorized recipient (“Proof of Delivery”) and send the original to QuickLoad via postal mail. Shipper, not QuickLoad, issues the Bill of Lading. Carrier will direct any questions or concerns regarding the Bill of Lading to the applicable Shipper. Routing instructions are for informational purposes only.
- CARRIER TERMS, REPRESENTATIONS AND WARRANTIES
3.1. Carrier Minimal Requirements.
As a Carrier, you hereby represent, warrant and covenant that you have provided QuickLoad:
(a) a copy of ICC Authority or relevant state carrier authority;
(b) a completed W-9 form;
(c) for federally-licensed Carriers, a U.S. Department of Transportation Safety Rating, evidencing that you do not have Unsatisfactory or Conditional status;
(d) prior to moving your first Shipment with QuickLoad, certificate(s) of insurance evidencing policy limits in accordance with applicable law, and in no event less than the amounts set forth in Section 3.2.
Carrier agrees to procure and maintain at its own expense the following insurance in at least the following coverage amounts:
(a) General Liability Insurance: in a minimum coverage amount of $1,000,000, per occurrence, with no annual aggregate, including contractual liability coverage;
(b) Commercial Automobile or Commercial Motor Vehicle Liability Insurance (including coverage for hired and non-owned vehicles): $1,000,000 per occurrence, combined single limit ($5,000,000 per occurrence if transporting hazardous materials, including environmental damage due to release or discharge of hazardous substances);
(c) All Risk Broad Form Motor Truck Cargo Legal Liability Coverage insurance: $100,000 per occurrence, with no exclusions or restrictions of any type that would foreseeably preclude coverage relating to cargo claims, including, but not limited to, exclusions of unattended or unattached trailers, theft, or for any commodities transported under this Agreement, refrigerator breakdown or lack of refrigerator fuel, or wetness, rust, corrosion, or moisture for flatbed or open conveyance Shipments. Carrier agrees to honor and abide by the servicing requirements set forth in the policy or any endorsement.
(d) Workers Compensation insurance or equivalent as required by applicable law, unless specifically exempted from any legal requirement to carry such coverage; and
(e) Any additional BMC 32 and MCS 90 Endorsements or requirements where required by law or regulation
Carrier further represents and warrants:
(a) You have procured insurance from companies maintaining a rating of A- or higher;
(b) You will list QuickLoad or its designated representative as a certificate holder on your Auto Liability and Cargo Liability insurance policies and, upon request, provide copies of all policies and endorsements;
(c) You will ensure that QuickLoad is provided notice of cancellation or modification of any insurance required under this agreement at least 30 days in advance of any cancellation or modification of the required insurance. Without limitation, you agree to indemnify and defend QuickLoad for any failure to maintain the above mentioned insurance or to properly notify QuickLoad of such failure;
(d) Your Automobile Liability insurance covers all automobiles you will use to perform services under this Agreement;
(e) Your insurance covers contractual liability assumed under these Terms of Service;
(f) You will not accept shipments for commodities or perform any services which are excluded by your insurance policies; and
(g) An MCS-90 endorsement is included with Carrier’s Commercial Automobile or Commercial Motor Vehicle Liability Insurance policy, and all proper filings, including, but not limited to, the BMC-90 will be made with applicable federal and state agencies.
3.3. Compliance with Laws and Regulations.
Carrier hereby represents, warrants and covenants that:
(a) CARRIER warrants that at all times during this Agreement it will act as a “motor carrier,” as that term is defined under 49 U.S.C. § 13102 and any applicable federal or state regulations, statutes, decisional law or administrative law;
(b) You are duly authorized to provide shipping services as a contract carrier of commodities and desire to provide shipping services for Shipments;
(c) You currently, and shall during all periods you transport shipments through the Service, have all applicable licenses, permits, registrations, approvals and authority under state, local and federal law to provide the shipping services subject to this Agreement, and such authority shall cover the commodities, geographical scope, and special Shipper instructions or requirements related to all transportation services you provide;
(d) You will comply with all applicable local, state and federal laws related to the provision of shipping services, including without limitation those of the U.S. Department of Transportation;
(e) To the extent you handle intermodal shipments, you have executed and are in compliance with a current Uniform Intermodal Interchange Agreement (“UIIA”), and will provide a copy of the UIIA to QuickLoad upon request; and
(f) CARRIER is solely responsible for the operation of the equipment, actions of the driver, any other persons associated with the operation of the equipment, transportation of freight, securement or any other aspect of actions of a motor carrier as that term is defined by law. CARRIER is solely responsible for the safety and operation of the equipment, and the actions of all drivers and other persons or entities responsible for the transportation of freight. Nothing in this Agreement abrogates the responsibility of the CARRIER to operate safely and in accordance with all law and good accepted best practices of a motor carrier.
(a) Carrier represents and warrants that all transportation performed under this Contract shall be contract carriage. Without cost to QuickLoad, Carrier shall provide and ensure completion of all preventive maintenance and ongoing maintenance including, but not limited to, periodic safety inspections, annual safety inspections and emissions testing pursuant to the standards set out in any and all of the applicable motor vehicle statutes and regulations of the applicable jurisdiction(s) of operation. Carrier warrants that it shall notify QuickLoad in the event of any suspension, cancellation, termination, or withdrawal of its operating authorities, in which event QuickLoad shall have the right to terminate this Contract immediately upon written notice to Carrier.
(b) Carrier further represents and warrants that it shall at all times maintain a U.S. DOT safety rating that is “fit,” “satisfactory,” or the highest rating described by the U.S. DOT, FMCSA, CSA, or equivalent governmental agency authority or evaluation method for the duration of this Agreement, (subject to QuickLoad’s policies as amended from time to time), or “unrated.” Carrier warrants that it will immediately notify QuickLoad if Carrier is assessed a “conditional,” “unfit,” or “unsatisfactory” safety rating, or if any equipment is known to be or reported as defective or which is not in compliance with the applicable Federal, State, Provincial or Territorial statute or regulation pertaining to vehicle or highway safety and QuickLoad will suspend all service with Carrier. If Carrier’s rating becomes “conditional” or “unsatisfactory,” Carrier is no longer authorized as a Carrier under this Agreement.
(c) Carrier further represents and warrants that it is not on alert status as to any BASIC under the DOT/FMCSA, CSA safety management system. If Carrier receives an alert status as to any BASIC, it must immediately notify Broker and forward a copy of any alert status as to any BASIC, or whether or not that BASIC is available for public viewing under any governmental website. Carrier will not be permitted to be on Broker’s approved list should Carrier be on alert status as to two or more BASICS.
(d) Carrier will notify Broker immediately if its federal Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if it is sold, of if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, cancelled (whether by an insurer or surety provider by Carrier, or by any person or entity), suspended, or revoked for any reason.
(e) CARRIER represents that it is in compliance with and shall maintain, during the terms of this Agreement, compliance with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: training of drivers, qualification of drivers, transportation of Hazardous Materials, (including the licensing and training of Haz Mat qualified drivers, as defined in 49 F.C.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; security regulations, Part 309.46 as well as any other regulations relating to Intermodal equipment; owner/operator lease regulations; loading and securement of freight regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; and all applicable insurance, financial responsibility and surety laws and regulations including but not limited to workers’ compensation; as well as the Federal Motor Carrier Safety Regulations (FMCSRs), and any applicable state trucking regulations.
With respect to the equipment you use to perform shipping services under this Agreement, you hereby represent, warrant and covenant that:
(a) You will, at your sole cost and expense, furnish all equipment required for the performance of shipping services under these Terms of Service, and pay all expenses related to the use or operation and maintenance of such equipment (including any fines, penalties or fees);
(b) You will provide equipment that is clean, in good operating condition and repair, and in compliance with all applicable governmental regulatory standards, testing, requirements, licensing, titling, permits and registration, and sufficient in quality and quantity to meet the transportation needs of each shipment you agree to transport;
(c) Carrier shall ensure that all equipment and all loads are in compliance with the environmental standards of any and all jurisdictions on its route and must act in accordance with these environmental standards;
(d) Any deviation from prescribed environmental standards is contrary to QuickLoad’s policy and the Carrier shall be solely and independently responsible for any consequence flowing from said deviation; and,
(e) All motor vehicle equipment you use for the transportation of food grade products will comply with the requirements of The Sanitary Food Transportation Act , or any other jurisdiction’s equivalent, and that none of the equipment so provided has been or will be used for the transportation of any waste of any kind, garbage, hazardous materials or any other commodity that might adulterate or contaminate food, food products or cosmetics.
3.6. Direction and Control of Services.
With respect to your employees, agents, and independent contractors who carry out shipping services pursuant to these Terms of Service, you hereby represent, warrant and covenant that:
(a) You will employ and be solely responsible for all personnel employed or contracted by you to provide shipping services;
(b) You will pay your personnel’s wages or compensation and insurance where applicable, including, but not limited to, workers’ compensation insurance;
(c) You will ensure your employees,’ agents’, and independent contractors’ hours are in compliance with regulations under applicable law;
(d) You have sole responsibility for any and all acts and omissions of your drivers, and such drivers’ compliance with all applicable laws and regulations;
(e) You are solely responsible for the interviewing, hiring, training, disciplining, and termination of your drivers and other employees, agents, and independent contractors;
(f) You shall utilize only drivers and other operating personnel who are licensed to perform all services for which they are engaged;
(g) You shall not broker out any shipments from the Service to another carrier;
(h) You shall maintain documented driver validation procedures, recent driver logs and visit records, and proof of identification checks;
(i) You shall ensure that your drivers conduct documented physical inspections upon receipt and release of cargo, note discrepancies before sign-off, maintain OS&D procedures, and have and implement written container security procedures.
3.7. Shipper Instructions.
(a) In the event the Shipper gives specific instructions concerning all handling, securing and freight protection requirements, including specifications noted on the bill of lading regarding the proper loading, handling and shipping of freight, such terms shall govern and you shall be obligated to comply therewith. Carrier is responsible for insuring that all freight is properly blocked and braced for transportation pursuant to applicable industry standards. The goods being shipped shall be considered to be in apparent good order and condition, unless otherwise indicated by Carrier or receiver on the bill of lading.
(b) The Parties agree that Broker will not assert any control nor have any right to control over a shipper’s freight, including, but not limited to, taking possession of a shipper’s freight, and Broker shall not direct or control the routes taken by Carrier in the transportation of a shipper’s freight.
3.8. Payment and Remedies. You hereby agree that:
(a) You will look solely to QuickLoad for any payment of freight and other charges owing under this Agreement, and agree that your sole recourse in the event of nonpayment shall be against QuickLoad, and not under any circumstances against Shipper, Consignee or any of their customers;
(b) You waive any and all claims you may have against QuickLoad’s customers for payment of charges for services you render hereunder. This undertaking shall survive the termination of this Agreement; and
(c) You shall not claim, and hereby waive any right to claim, any lien in any Shipment.
3.9. Non-solicit. You shall not solicit, accept or book shipments with any Shipper, Consignee, or other Carrier, nor pursue any business you first became aware of due to QuickLoad, for twenty-four (24) months after the termination of your account with QuickLoad, unless otherwise agreed to by the parties in writing. QuickLoad reserves the right to terminate your Account or this Agreement in its sole discretion for a breach of this Section, and such a breach shall entitle QuickLoad to the full amount of commissions and/or compensation that would have been due to QuickLoad had it arranged for the movement of such freight
3.10. Acceptance of Liability. You hereby represent, warrant and covenant that:
(a) You are solely responsible for any and all liability which results or is alleged as a result of the shipping services you provide under this Agreement, including, but not limited to, property damage, cargo loss, damages or delay, personal injury and death (including, but not limited to, liabilities related to your own property and employees). Your liability in all cases shall be as a motor carrier. Your liability is for the full amount of any such loss, damage, cost or other liabilities, irrespective of your insurance limits.
(b) You agree to defend, indemnify, hold harmless and/or make whole QuickLoad, Shippers and consignees (and their officers, employees, and agents), including costs and attorney’s fees, with respect to any and all claims, demands, loss, damage, expenses, or liability, made by any party due to or arising out of your or your agents’: (i) use of the Service; (ii) User Content; (iii) interaction with any other User; (iv) violation of any of the terms of this Agreement; (v) driver salaries, wage, overtime and meal/rest period claims, local, state and federal payroll and other withholding taxes, unemployment insurance, pensions, workers’ compensation, social security and related protections, and any expenses related to equipment and fuel (vi) violation of applicable laws or regulations; or (vii) performance of shipping services pursuant to this Agreement. This indemnification applies regardless of any provisions in separate contracts between QuickLoad and third parties. You also hereby waive any claims or demands by you against QuickLoad related to any costs, losses, expenses or liability arising from the above-listed actions by you or your agents.
(c) Without limiting any of the foregoing provisions, you specifically agree to defend, indemnify, hold harmless and/or make whole QuickLoad, Shippers and consignees (and their officers, employees, and agents), including costs and attorney’s fees, with respect to any and all claims, demands, loss, damage, expenses, or liability, made by any party or incurred by you due to or arising out of your, or your agents’:
(i) Failure to use commercially reasonable efforts to pick up accepted Shipments at the designated point of origin within as soon as is practicable, or use commercially reasonable efforts to proceed to the point of destination specified or perform timely, efficient and reliable pick-up and delivery of all shipments;
(ii) Failure to obtain from the Shipper a Bill of Lading (containing, at minimum, the names and addresses of you and the Shipper, the origin and destination addresses, the requested pickup and delivery dates and times, description of the items being shipped (including weight), and any special shipping instructions or freight protection requirements), or your failure to confirm that the cargo matches the description and quantities of the cargo in the Bill of Lading, and is in good condition at the time of pick-up. Your acceptance of any shipment, or your receiving signature on the Bill of Lading, shall be conclusive that the number of pieces shown on the Bill of Lading is correct and that lading is in apparent good condition;
(iii) Improper or unsafe loading or unloading of any shipment, or, where you are not required to load, failure to determine, to the extent you are able to ascertain through ordinary inspection, that each shipment was properly loaded;
(iv) Shipment of any loads in violation of applicable weight, axle, or other applicable laws and regulations, or shipper’s specific instructions;
(v) Suspension of service at any time after loaded dispatch, or delay of service by stop over for any reason that would leave your equipment and the cargo unattended without adequate security as a prudent Carrier would or as is otherwise required under your insurance policies;
(vi) Acceptance of any shipments for which you cannot comply with applicable temperature requirements, and any damage as a result of failure to comply with such requirements;
(vii) Use of equipment that has been used for the transportation of any waste of any kind, garbage, hazardous materials or any other commodity which results in the contamination of other shipments;
(viii) Failure to inspect and/or investigate if a shipment contains hazardous material, acceptance of hazardous material, and violation of any applicable laws and regulations related to the transport of hazardous material;
(ix) Disengagement or detachment of your power unit from the trailer, container/chassis, flatbed or other equipment at any time unless emergency or exceptional circumstances require it;
(x) Failure to perform the services under this Agreement in a good and workmanlike manner in accordance with standards of the trade;
(xi) Failure to promptly upload to the Service the Proof of Delivery and send the original to QuickLoad via postal mail;
(xii) Performance of the services under this Agreement with equipment other than that under your own authority, or co-brokering, trip leasing or otherwise subcontracting the transportation or handling of any shipment tendered hereunder to any other motor carrier or any other substitute mode of transportation, and any acts and omissions of any subcontractors as a result thereof;
(xiii) To the extent you handle containers, failure to ensure your procedures for container security are in accordance with industry standard;
(xiv) Failure to utilize equipment that is in good and safe operating condition, clean, insect and rodent free, odor free, mold free, sealed from water and/or moisture damage, safe, properly maintained and hazard-free;and
(xv) To the extent you handle intermodal shipments, failure to execute and comply with a current Uniform Intermodal Interchange Agreement (“UIIA”).
(d) QuickLoad 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 QuickLoad. QuickLoad will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- SHIPPER TERMS, REPRESENTATIONS AND WARRANTIES
4.1. Representations and Warranties. Unless otherwise agreed in a separate written agreement between Shipper and QuickLoad, if you are a Shipper, you hereby represent, warrant and covenant that:
(a) You own the shipped items or have the necessary rights to ship such items.
(b) You use the Service to ship items at your own risk through the motor carriers that use the Service and agree that QuickLoad will have no liability for any shipped items or any claims, demands, loss or damages related thereto.
(c) You are solely responsible for obtaining any insurance to cover any anticipated losses.
(d) You are solely responsible for any and all liability, which results or is alleged as a result of such shipped items, including, but not limited to, property damage, personal injury and death.
(e) If you are loading, bracing and securing your goods, you understand that you are liable for any claims, loss, or damage as a result of your doing so improperly or unsafely. You understand that QuickLoad is in no way responsible for the securing, lading, packaging, or compliance with shipping instructions for your shipments.
(f) You understand that QuickLoad is not a motor carrier, and as such, is not liable or responsible to you or the recipient of cargo for any cargo shipped under this Agreement.
(g) If you broker shipments through QuickLoad under this Agreement, you are duly authorized as a property broker with the FMCSA and comply in all respects with MAP-21.
(h) You understand that tracking the locations of your shipments through the Service does not guarantee that such shipments will be delivered to you at the time specified.
(i) Requested pick-up and delivery dates and hours will not require the Carrier to violate hourse of service regulations under applicable law.
4.2. Non-solicit. You shall not contact any Carrier to solicit, offer, or book shipments with the Carrier for twenty-four (24) months from the last date of a Shipment between you and the Carrier, and will rely on QuickLoad, as Broker, in any dealings with a Carrier first introduced by QuickLoad or in connection with the use of the Service. A Shipper’s legal obligations in this regard extends to instances where the Carrier contacts Shipper and seeks to establish a business relationship that does not include QuickLoad. QuickLoad reserves the right to terminate your Account or this Agreement in its sole discretion for a breach or suspected breach of this Agreement.
4.3. Prohibited Items. Shippers shall not use the Service to ship the below items:
(a) Contraband or items that are illegal, dangerous, hazardous, radioactive, harmful, unsafe, offensive or objectionable; or
(b) Items which require refrigeration.
To the extent Shippers use the Service to ship the below items, and any damage, destruction, loss, or other liability arises during transit, Shippers acknowledge that they bear all risk for any damage, claim or losses thereto to the extent that Carriers’ insurance policies and Carriers are unable to do so. This provision in no way limits or affects Shippers’, or QuickLoad’s or Carriers’, liabilities related to other items.
(a) Bullion, precious metals, precious metal objects, gold, silver, platinum, precious or semi-precious stones (including but not limited to diamonds, emeralds, sapphires and rubies), and precious jewelry which includes jewelry made from precious metals and stones;
(b) Money, securities, accounts, bills, currency, food stamps, lottery tickets, notes, bank notes, coins, bonds, negotiable instruments or evidences of debt, passports, tickets, documents, manuscripts, records, or other valuable papers;
(c) Tobacco products and processed tobacco;
(d) Bottled spirits;
(e) Cellular phones and PDAs;
(f) Valuable works of art which includes antiques, paintings, sculptures, tapestries, collectibles or other objects for display; or
(g) Bloodstock and live animals including cattle or poultry.
4.4 Freight Description and Disclosures. Shipper shall disclose to QuickLoad all information reasonably necessary for QuickLoad to arrange transportation in compliance with applicable regulatory, legal and industry standards. Shipper shall also be responsible and liable for providing accurate description of cargo including without limitation commodity type, dimensions of weight, and any special handling requirements.
Shipper is responsible for any modifications to a Shipment request made through the Site or the Mobile App, and agrees to pay any additional fees, charges, or taxes associated with such modification. In the event the Shipper modifies a Shipment already accepted by a Carrier, such Carrier may then reject or accept the modified Shipment. If the Carrier rejects the modified Shipment, QuickLoad will post the modified Shipment request through the Site and Mobile App, and the Shipper will be charged a fee in accordance with the cancellation terms set forth in Section 2.3 of this Agreement.
4.5 Freight Securement. Shipper shall bear the sole responsibility to review and accept or deny the Carrier’s trailer for cleanliness, odor, leaks, dirt or other conditions that may be unacceptable to Shipper. If a trailer or equipment is unacceptable, it is Shipper’s obligation to prohibit loading the trailer. In such an event, Shipper shall notify QuickLoad immediately and request alternative arrangements. Unless otherwise agreed in writing, or otherwise specified by law or regulation, it is Shipper’s responsibility to develop adequate blocking, bracing, and packaging that facilitates the safe handling and stowing of freight and prevents damage during transit. Shipper acknowledges that QuickLoad will never be in possession of any freight or cargo being transported in connection with the use of the Service, nor will QuickLoad be responsible or have any role in the securement of freight or cargo for transportation.
4.6 Shipping Documents. For each shipment tendered to Carrier under this Agreement, Shipper will issue to the Carrier a standard bill of lading that is in accordance with 49 C.F.R. §373, listing the consignor and consignee, the origins and destinations, the number of packages, the description of the freight, and the weight, volume or measurement of the freight. The Parties agree that BROKER will not be a party to the bill of lading.
Shipper’s insertion of “QuickLoad” or any variation thereof on receipt of goods, bill of lading, manifest, or any other shipping document, shall be understood by the parties to be for the Shipper’s convenience, or due to Shipper’s oversight only, and shall not operate to alter QuickLoad’s status as a Broker, not the Carrier’s status as the responsible Carrier. The terms and conditions set forth in any such shipping document used by a Carrier or a Shipper shall not supersede, alter, or modify any terms of this Agreement or add any liability or responsibility oto QuickLoad.
The terms and conditions of the bill of lading shall not operate to alter or modify the terms of this Agreement.
4.7. Shipper Indemnification. You agree to defend, indemnify, hold harmless and/or make whole QuickLoad (and its officers, employees, and agents) with respect to any and all claims, demands, loss, damage, expenses, or liability, including costs and attorneys’ fees, made by any party due to or arising out of your or your agents’: (i) use of the Service; (ii) User Content; (iii) interaction with any other User; (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) your shipment contents. QuickLoad 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 QuickLoad. QuickLoad will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. This indemnification with respect to QuickLoad applies regardless of any provisions in separate contracts between QuickLoad and third parties. You also hereby waive any claims or demands by you against QuickLoad related to any costs, loss, expenses or liability arising from the above-listed actions by you or your agents.
- CARGO CLAIMS
5.1. Carrier Liability. Carrier agrees to assume full liability for the prompt, safe transportation of all shipments under this Agreement, and agrees to be responsible for all loss, damage, delay, destruction, theft or liability of whatever nature arising from the transportation services hereunder, or from Carrier’s failure to perform the services, whether occurring while the shipment is in the custody or control of the Carrier or in the custody or control of any other party to whom Carrier may entrust the shipment. Carrier’s liability to Broker, Shipper and/or any involved consignor or consignee, shall be the invoice value of the goods transported, without limitation.
Carrier or Shipper shall issue a bill of lading in compliance with 49 U.S.C. §80101 et seq., 49 C.F.R. §373.101 (and any amendments thereto) also commonly known as the Carmark Amendment, for the property Carrier receives for transportation under this Agreement. Unless otherwise agreed in writing, Carrier shall become fully or constructive possession, responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or delivered to Carrier, and which responsibility/liability shall continue until delivery of the shipment to the consignee and the consignee signs the bill of lading or delivery receipt. Any terms of the bill of lading (including but not limited to payment terms, released rates or released value) inconsistent with the terms of this Agreement shall be ineffective. Failure to issue a bill of lading, or sign a bill of lading acknowledging receipt of the cargo, by Carrier, shall not affect the liability of Carrier. Said Bills of Lading are intended by the Parties to be Bills of Lading, as that term is interpreted under the Carmack Amendment and applicable law and not merely as “delivery receipts”, “freight receipts” or any similar term.
Bills of lading or receipts issued by Carrier or the Shipper, or signatures thereon, shall not constitute QuickLoad’s written acceptance of Carrier’s liability limitation or other changes in the terms and conditions. Similarly, Carrier’s liability shall not be limited in any way by limitations or exclusions of coverage in its insurance policies. In the event of a conflict with the terms on bills of lading and this Agreement, including specifically any terms related to limitations of liability of Carrier, the terms of this Agreement shall govern. Carrier and QuickLoad agree that pursuant to 49 U.S.C. §14101(b) the Carrier expressly waives all rights and remedies under Title 49 of the U.S. Code that conflict with these Terms of Service.
5.2. QuickLoad Limitation of Liability. Unless a separate written contract with a customer provides otherwise, QuickLoad’s liability to any customer, involved consignor or consignee, and any customer of such consignor or consignee, shall be no more than $1.00 per lbs for any loss, damage, or injury to property resulting from QuickLoad’s performance of or failure to perform the broker services provided herein. QuickLoad’s maximum liability per shipment shall be $50,000 per shipment.
5.3. Claim Submissions and Settlement. In the event of loss or damage,
Shipper or its consignee shall endeavor to submit a claim to QuickLoad within ninety (90) days of the incident, and in no event later than nine (9) months of the incident, which for purposes of this Agreement shall be the delivery date or, in the event of non-delivery, the scheduled delivery date. QuickLoad shall make every attempt to facilitate the resolution of the claim with the Carrier. QuickLoad hereby does not assume terms and conditions set forth in Section 14706 of Title 49 of the United States Code as in effect on the date of this Agreement. In addition, unless agreed in a separate written contract, Shipper is not entitled to offset the amount of any claims, which remain unpaid or unresolved against amounts owed by Shipper to QuickLoad.
Carriers shall settle claims within sixty (60) days of QuickLoad’s receipt of all necessary claims documentation. Carrier hereby assumes all other terms and conditions set forth in Section 14706 of Title 49 of the United States Code as in effect on the date of this Agreement. In addition, QuickLoad is entitled to offset the amount of any claims, which remain unpaid or unresolved after such 60-day period against amounts owing from QuickLoad to Carrier hereunder. Carrier will be notified in writing prior to taking any action to offset. Carrier shall not dispose of damaged or rejected product without the prior written consent of QuickLoad.
- PAYMENT TERMS
6.1. Shipper Payment and Charges.
(a) For each Shipment, Shipper is obligated to pay QuickLoad the fees listed to Shipper when the applicable Shipment was accepted for posting on the Service (“Shipment Fee”). QuickLoad may change pricing for the Service (from time to time in its sole discretion) by updating the Site and Mobile App and without any additional notice to Users.
(b) Shipper is also obligated to pay:
(a) Any applicable Accessorial Rates, including, but not limited to, potential detention fees in the event the Carrier waits at the pick-up location beyond one hour after the agreed-upon pick-up or delivery time. Shipper agrees to the payment of detention rates of $25.00 for each thirty (30) minutes beyond one hour.
(b) Any additional charges resulting from the Shipper (which, for purposes of this sub-section, shall include Shipper’s agents or third parties with whom Shipper is in a contractual relationship, excluding the Carrier) loading the shipments in violation of, or otherwise violating, applicable laws and regulations.
(c) For pallets exceeding 48 inches by 40 inches, the customer shall be charged and pay the price corresponding to 2 pallets. Similarly, for pallets exceeding 96 inches by 80 inches, the customer shall be charged and pay the price corresponding to 3 pallets.
(d) Overnight storage due to Shipper not being available or able to receive the Shipment from Carrier
(e) Any differences between the actual Shipment and the description of the Shipment created on the Service.
(f) Any other additional charges mutually agreed upon in writing by the Shipper and QuickLoad.
(c) If you are a Shipper and you have provided a valid credit card, YOU HEREBY AUTHORIZE QUICKLOAD TO BILL YOUR CREDIT CARD FOR THE SHIPMENT FEE IMMEDIATELY AFTER COMPLETION OF THE SHIPMENT AND YOU AGREE THAT NO ADDITIONAL NOTICE OR CONSENT IS REQUIRED.
(d) If you are a Shipper and you have provided QuickLoad with your bank account information instead of a credit card, YOU HEREBY AUTHORIZE QUICKLOAD TO PROCESS A CHECK FROM YOUR BANK ACCOUNT FOR THE SHIPMENT FEE IMMEDIATELY AFTER COMPLETION OF THE SHIPMENT AND YOU AGREE THAT NO ADDITIONAL NOTICE OR CONSENT IS REQUIRED. To do this, your check is converted into an electronic check and presented immediately via the Automated Clearing House (“ACH”) system. In the event a check is subsequently returned for non-sufficient funds, you agree that we may add a returned check fee of $25.00 to the amount of the returned check and take any action available to us at law or in equity to collect such full amount. YOU AGREE TO PAY THE RETURNED CHECK FEE, THE INITIAL AMOUNT AND ANY COLLECTION CHARGES INCURRED BY US.
(e) If you wish to dispute a charge, please contact QuickLoad at the telephone number, email address, or mailing address set forth herein. In the event that QuickLoad charges any convenience fee for making a payment via a credit card or electronic check, these fees will be stated at the time of payment before you finalize your charge. In the event of an unauthorized charge using a credit card or electronic check, please consult your bank’s rules regarding refunds and reversals.
(f) QuickLoad complies with all legal requirements of your state’s applicable laws regarding providing refunds for unauthorized charges. When you make a charge, QuickLoad shall display a completed charge screen. This is your electronic receipt. You should print or save this electronic receipt for your records. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S), CHECKS, OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION. All information that you provide to our third party payment processor or us must be accurate, current and complete. You agree to immediately notify QuickLoad of any change in your billing address or the credit card or bank account used for payment hereunder.
6.2. Carrier Remittance.
(a) For each Shipment, QuickLoad will pay Carrier the fees listed to Carrier when Carrier accepted the Shipment (“Carrier Fee”).
(b) Carrier shall not be entitled to any additional charges other than the Carrier Fee, except in the case of any additional charges, including but not limited to applicable Accessorial Rates, agreed upon in writing by the Carrier and QuickLoad prior to the Carrier providing the services giving rise to such charges and prior to the inclusion of any such charges on QuickLoad invoices. Carrier shall not be entitled to payment for any additional or accessorial charges not supported by back-up documentation.
(c) Carrier agrees that it is entitled to the Carrier Fee only after completion of the Shipment, which shall be payable to Carrier fifteen (15) days after QuickLoad’s receipt of the Proof of Delivery in accordance with this Agreement. In the case of container shipments, the Carrier Fee shall be payable to Carrier fifteen (15) days after the job has been closed, meaning that the Carrier has submitted Proof of Delivery and an invoice. QuickLoad will remit the Carrier Fees to Carrier on a weekly basis. Notwithstanding the foregoing, if the authorized recipient indicates on the Proof of Delivery or otherwise that the Shipment has shortages, or has been damaged, lost, delayed, not completed or otherwise files a claim regarding the Shipment and Shipper notifies QuickLoad of this within a reasonable time after the Shipment (but in no case longer than nine (9) months after completion of the Shipment), QuickLoad shall have the right to withhold or offset payment of any Carrier Fee due to the Carrier until such problem with the Shipment or claim has been settled. Likewise, if the Carrier has applied accessorial or other additional charges without complying with the provisions of Section 5.2(b) of this Agreement, QuickLoad shall have the right to withhold payment of such charges or offset such charges against future invoices. Carrier shall not withhold any shipments as a means of obtaining payment for past or current charges to QuickLoad, and Carrier waives any liens on shipments transported through the Service. The only rights that Carrier has to receive any amounts from QuickLoad are set forth in this Section 6.2.
6.3. General Payment Terms.
(a) Fees are inclusive of all fuel costs and charges. QuickLoad may change pricing for the Service (from time to time in its sole discretion) by updating the Site and Mobile App and without any additional notice to Users.
(b) Users agree to use the Service to pay for any Shipments booked through the Service and not to circumvent payments for scheduled or completed Shipments in any way. All payment will be in US dollars. Users agree that they are responsible for the collection and/or payment of all Taxes, which User may be liable for in any jurisdiction arising from your use of the Service. QuickLoad is not responsible for collecting, reporting, paying, or remitting to User any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes, which may be levied in respect of a transaction contemplated by this Agreement. Any amount that is not paid when due will accrue interest at eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. In the event that QuickLoad is unable to bill Shippers due to insufficient funds, Shipper shall be liable for all costs and expenses incurred by QuickLoad in connection with collection of the Shipper Fee, including costs and expenses of a third party collection agency. Shipment Fees are non-refundable.
7.1. Accounts. In order to use certain features of the Service, you must register for an account with QuickLoad (“Account”) and provide certain information as prompted by the registration form. Shippers must provide a valid credit card and billing address or ACH information. Carriers must provide valid license information and payment information. User represents and warrants that: (a) all required registration information you submit is truthful and accurate; and (b) Userwill maintain the accuracy of such information. User may delete its Account at any time, for any reason, by following the instructions on the Site or Mobile App. User is responsible for maintaining the confidentiality of its Account login credentials and is fully responsible for all activities that occur under User’s Account. Each Account may only be used to access the Service during one (1) concurrent login session. You agree to immediately notify QuickLoad of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. QuickLoad cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
7.2. Site. Subject to the terms of this Agreement, QuickLoad grants User a non-transferable, nonexclusive, license to use the Site for User’s internal business use during the term of this Agreement.
7.3. Mobile App. Subject to the terms of this Agreement, QuickLoad grants User a nontransferable, non-exclusive, license to install and use the Mobile App, in executable object code format only, solely on User’s own handheld mobile device and for User’s internal business use during the term of this Agreement.
7.4. Certain Restrictions. The rights granted to User in this Agreement are subject to the following restrictions: (a) User shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service; (b) User shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) User shall not access the Service in order to build a similar or competitive service; and (d) 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. Any future release, update, or other addition to functionality of the Service shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Service content must be retained on all copies thereof.
7.5. Limited Support. Users may contact QuickLoad’s technical support center for any support related issues arising from the use of the Service by following the instructions on the Service.
7.6. App Stores. Users acknowledge and agree that the availability of the Mobile App is dependent on the third party from which you received the Mobile App (“App Store”), e.g., the Apple App Store or Google Play. You acknowledge that this Agreement is between you and QuickLoad and not with the App Store. Each App Store may have its own terms and conditions to which you must agree before downloading the Mobile App from it. Users agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable terms and conditions of the applicable App Store.
8.1. Ownership. Excluding your User Content (defined below), User acknowledges that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service are owned by QuickLoad or QuickLoad’s licensors. The provision of the Service does not transfer to User or any third party any rights, title or interest in or to such intellectual property rights. QuickLoad and its suppliers reserve all rights not expressly granted in this Agreement.
8.2. Modification. QuickLoad reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. User agrees that QuickLoad will not be liable to User or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.
8.3. Feedback. If User provides QuickLoad any feedback, suggestions, bug reports, system errors, and other information or ideas regarding the Service (“Feedback”), you hereby assign to QuickLoad all rights in the Feedback and agree that QuickLoad shall have the right to use such Feedback and related information in any manner it deems appropriate. Without limiting the foregoing, this assignment of rights applies to any testimonials you provide, and you hereby also grant QuickLoad the right to use your name in connection with sharing such testimonials with the public. QuickLoad will treat any Feedback you provide to QuickLoad as non-confidential and non-proprietary. You agree that you will not submit to QuickLoad any information or ideas that you consider to be confidential or proprietary. If you agree to participate in any case studies, you agree that information you provide in connection with the case study is deemed Feedback and that QuickLoad may use your name in connection with such Feedback.
- USER CONTENT
9.1. User Content. “User Content” means any and all information, data, 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. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by QuickLoad. Because you alone are responsible for your User Content (and not QuickLoad), you may be exposed to liability if, for example, your User Content violates the Acceptable Use Policy. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content.
9.3. Creation of Anonymous Data. We may create anonymous data records (“Anonymous Data”) from your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. We may use and disclose Anonymous Data for any purpose, including improving the Service.
- ACCEPTABLE USE POLICY
The following sets forth QuickLoad’s “Acceptable Use Policy”:
10.1. You agree not to use the Service to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
10.2. 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.
We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account in accordance with this Agreement, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
- TERM AND TERMINATION
Subject to this Section, this Agreement will remain in full force and effect while you use the Service. QuickLoad may at any time terminate this Agreement with you in its sole discretion if (a) you have breached any provision of this Agreement, the applicable SOP or Work Order (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (b) QuickLoad is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or (c) QuickLoad has elected to discontinue the Service as described in this Agreement. Upon termination of this Agreement, your Account and right to access and use the Service will terminate immediately. QuickLoad will not have any liability whatsoever to you for any termination of the Service, including for termination of your Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 6.4, 7-16.
- DISCLAIMERS AND RELEASE
THE SERVICE IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NONINFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE 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. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
QUICKLOAD OFFERS A PLATFORM TO CONNECT SHIPPERS AND CARRIERS, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SHIPPING SERVICES OR ACT IN ANY WAY AS A CARRIER, COURIER, OR SHIPPING PROVIDER. IT IS UP TO THE THIRD PARTY CARRIER TO PROVIDE SHIPPING SERVICES, WHICH MAY BE SCHEDULED THROUGH THE USE OF THE SERVICE. QUICKLOAD HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SHIPPING SERVICES PROVIDED TO SHIPPERS BY SUCH THIRD PARTY CARRIERS. QUICKLOAD SHALL NOT BE DEEMED TO BE AN AGENT OR A PARTNER OF CARRIER OR SHIPPER FOR ANY REASON. CARRIERS SHALL NOT BE DEEDED TO BE A SUBCONTRACTOR OR EMPLOYEE OF QUICKLOAD FOR ANY REASON. ANY DISPUTE SHIPPERS HAVE WITH ANY CARRIER OR OTHER THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN THE SHIPPER ANY SUCH THIRD PARTY.
DRIVING WHILE USING PHONES IS DANGEROUS AND AGAINST THE LAW. DO NOT USE THE MOBILE APP WHILE DRIVING. IF YOU USE THE MOBILE APP WHILE DRIVING, YOU DO SO AT YOUR OWN RISK.
WE MAKE NO WARRANTY REGARDING THE SUITABILITY, LEGALITY, REGULATORY COMPLIANCE, QUALITY OR ABILITY OF ANY CARRIERS, SHIPPERS, SHIPPED ITEMS AND SHIPPING SERVICES SCHEDULED THROUGH THE USE OF THE SERVICE. BY USING THE SERVICE, YOU OR YOUR SHIPMENTS MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE. YOU USE THE SERVICE AT YOUR OWN RISK. YOUR INTERACTIONS WITH OTHER USERS AND THIRD PARTIES ARE SOLELY BETWEEN YOU AND SUCH USER OR THIRD PARTY. YOU AGREE THAT QUICKLOAD WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS. IF THERE IS A DISPUTE BETWEEN YOU AND ANY USER OR THIRD PARTY, WE ARE UNDER NO OBLIGATION TO BECOME INVOLVED.
YOU HEREBY WAIVE AND RELEASE QUICKLOAD (AND OUR SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), ARISING FROM YOUR USE OF THE SERVICE, OR IN ANY WAY RELATED TO OTHER USERS OR THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
- LIMITATION ON LIABILITY
IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PERSONAL INJURY OR LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE, INCLUDING WITHOUT LIMITATION, USING THE SERVICE IN VIOLATION OF TRAFFIC OR SAFETY LAWS, OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ,EXCEPT AS PROVIDED IN THIS AGREEMENT, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU HAVE PAID QUICKLOAD IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
THE INFORMATION PROVIDED BY THE SERVICE IS NOT INTENDED TO REPLACE INFORMATION PRESENTED ON THE ROAD. IN THE EVENT THAT INFORMATION PRESENTED ON THE ROAD, INCLUDING WITHOUT LIMITATION, TRAFFIC LIGHTS AND TRAFFIC SIGNS, INSTRUCTS DIFFERENTLY THAN THE SERVICE, YOU MUST NOT RELY ON THE SERVICE.
- THIRD PARTY SITES & ADS
The Service might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of QuickLoad and QuickLoad is not responsible for any Third Party Sites & Ads. QuickLoad provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
- COPYRIGHT POLICY
QuickLoad respects the intellectual property of others and asks that Users of our Service do the same. In connection with the Service, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our Users is, through the use of the Service, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. – 512(c)) must be provided to our designated Copyright Agent: 1. your physical or electronic signature; 2. identification of the copyrighted work(s) that you claim to have been infringed; 3. identification of the material on our services that you claim is infringing and that you request us to remove; 4. sufficient information to permit us to locate such material; 5. your address, telephone number, and e-mail address; 6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and 7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C.-512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
- APPLE APP STORE ADDITIONAL TERMS AND CONDITIONS
The following additional terms and conditions apply to you if you are using a Mobile 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 Agreement, the more restrictive or conflicting terms and conditions in this Section 15 apply, but solely with respect to Mobile Apps from the Apple App Store.
16.1. Acknowledgement: QuickLoad and you acknowledge that this Agreement is concluded between QuickLoad and you only, and not with Apple, and QuickLoad, not Apple, is solely responsible for the Mobile App and the content thereof. To the extent this Agreement provides for usage rules for the Mobile App that are less restrictive than the Usage Rules set forth for the Mobile App in, or otherwise is in conflict with, the App Store Terms of Service, the more restrictive or conflicting Apple term applies.
16.2. Scope of License: The license granted to you for the Mobile App is limited to a nontransferable license to use the Mobile App on an iOS Product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
16.3. Maintenance and Support: QuickLoad is solely responsible for providing any maintenance and support services with respect to the Mobile App, as specified in this Agreement (if any), or as required under applicable law. Company and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App.
16.4. Warranty: QuickLoad 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 Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Mobile App to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be QuickLoad’s sole responsibility.
16.5. Product Claims: QuickLoad and you acknowledge that QuickLoad, not Apple, is responsible for addressing any claims of you or any third party relating to the Mobile App or your possession and/or use of the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile 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 you beyond what is permitted by applicable law.
16.6. Intellectual Property Rights: QuickLoad and you acknowledge that, in the event of any third party claim that the Mobile App or your possession and use of the Mobile App infringes that third party’s intellectual property rights, as between QuickLoad and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
16.7. Legal Compliance: You represent and warrant that (i) you 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) you are not listed on any U.S. Government list of prohibited or restricted parties.
16.8. Developer Name and Address: QuickLoad’s contact information for any end-user questions, complaints or claims with respect to the Mobile App is set forth in Section 16.12.
16.9. Third Party Terms of Agreement: You must comply with applicable third party terms of agreement when using the Mobile App.
16.10. Third Party Beneficiary: QuickLoad and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your 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 you as a third party beneficiary thereof.
17.1. These Terms of Service are periodically reviewed, modified and enhanced as necessary. Please revisit the Terms of Service periodically to stay aware of any changes thereto. If we modify the Terms of Service, we will make the relevant updates available through the Service. QuickLoad will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. Amendments will be effective upon QuickLoad’s posting of such updated terms. Continued use of the Service following such posting shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions, as amended. If you do not understand any of the terms herein, or have questions or other issues related to your use of QuickLoad, you may inquire regarding the same via email at email@example.com.
17.2. Dispute Resolution.
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS
(a) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and the QuickLoad and our employees, agents, successors, or assigns, regarding or relating to these the Service or this Agreement, shall exclusively be settled through binding and confidential arbitration.
(b) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS- WIDE RELIEF, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration;(5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
(c) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Miami-Dade County, Florida. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Miami-Dade County, Florida in order to maintain the status quo pending arbitration, and hereby agree to submit to exclusive personal jurisdiction of the courts located within Los Angeles County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
(d) With the exception of subparts (1) and (2) in the paragraph 16.2(b) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Agreement, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in the paragraph 16.2(b) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Miami-Dade County, Florida.
(e) Notwithstanding any provision in this Agreement to the contrary, if we seek to terminate the Dispute Resolution section as included in the Agreement, any such termination shall not be effective until 30 days after the version of the Agreement not containing the agreement to arbitrate is posted to the Site, and shall not be effective as to any claim of which you provided us with written notice prior to the date of termination.
(f) For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.
(g) Any and all controversies, disputes, demands, counts, claims, or causes of action between you and QuickLoad and our employees, agents, successors, or assigns, regarding or relating to the Service or this Agreement, shall exclusively be governed by the internal laws of the State of Florida, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act.
17.3. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party.
17.5. Independent Contractor. Your relationship to QuickLoad is that of an independent contractor, and neither party is an agent, employee or partner of the other. You assume complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation services rendered hereunder. You are not, nor will you be deemed to be, an agent, legal representative, joint venture, franchisor, franchisee, or legal partner of QuickLoad for any purpose. You will not be entitled to enter into any contracts, make any representations or warranties in the name of, or accept any obligations whatsoever on behalf of QuickLoad.
17.6. Assignment. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without QuickLoad’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
17.7. Press. You hereby grant QuickLoad permission to identify you as a customer of QuickLoad or user of our Services and to reproduce your name and logo on the Site and in any other marketing materials.
17.8. Conflict. If there is any conflict or inconsistency between the terms and conditions set forth in this Agreement and the terms set forth in any Bill of Lading, Proof of Delivery or any other shipping form, the terms and conditions of this Agreement shall control over such terms. If there is a conflict between the terms of this Terms of Service and a separate Broker or Shipper Agreement which serves as the primary agreement for purposes of defining the transportation services to be provided by Broker, the terms of such separate agreement shall govern, but all non-conflicting terms herein shall apply.
17.9. Copyright/Trademark Information. Copyright ©QUICKLOAD. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party, which may own the Marks.
17.10. Electronic Communications. The communications between you and QuickLoad use electronic means, whether you use the Service or send us emails, or whether QuickLoad posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from QuickLoad in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that QuickLoad provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
17.12. Contact Information
QUICK LOAD, LLC d/b/a QuickLoad
Address: 1200 Brickell Bay Dr. Miami, FL 33131
Phone: 305 400 8854