Terms and Conditions

. General

These Terms and Conditions Agreement (the “Agreement”) describes the terms and conditions by which “Truxweb Inc.” offers to you, as a Carrier and/or as a Shipper (“you”), access to its website www.truxweb.com and the associated mobile software application platform owned and operated by Truxweb (individually and collectively referred to as the “Platform”).

By signing up and registering with Truxweb or 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 Platform, or accept this Agreement, if you are not at least 18 years old. Please read this Agreement carefully before using the Truxweb’s Service (as this term is defined below). Use of the Service is conditioned on your agreement to all of the terms and conditions contained in the Agreement, including the policies and terms linked to or otherwise referenced in the Agreement, all of which are hereby incorporated into the Agreement.

Please refer to our Privacy Policy information about how we collect, use and disclose information about Users of the Service.

IF YOU DO NOT SO AGREE, YOU SHOULD DECLINE THIS AGREEMENT, IN WHICH CASE YOU ARE PROHIBITED FROM ACCESSING OR USING THE PLATFORM AND SERVICE.

. Defined Terms

1.  “Carrier” or “Motor Carrier” means the legal entity identified as such during the registration process to access the Service who offers the transportation of goods.
2.   “FMCSA” means the American Federal Motor Carrier Safety Administration.
3.   “Parties” means Truxweb and the Users.
4.  “Service” means Truxweb’s online and mobile Platform that connects Shippers with Carriers for the transportation of cargo, whereby Shippers can submit a request for the transportation of cargo to various Carriers.
5.  “Shipment” means the cargo or freight shipped by a Shipper to a Carrier while using the Service.
6.   “Shipper” means person or a company responsible for organising and transporting goods from one point to another. Shippers are customers of Truxweb and are expressly acknowledged by Carrier to be intended third-party beneficiaries of various provisions of this Agreement purporting to grant rights to such Shippers.
7.   “User” means any individual or company who accesses or uses the Service. rights to such Shippers.
8.   “User Content” means any and all information, data, textual, audio, and/or visual content, commentary and feedback related to the Service, ratings, reviews and other content that a User submits to, or uses with, the Service. User Content includes the information provided in a Shipment request or acceptance. User, including Carrier, warrants: (i) the completeness and accuracy of all User Content posted to the Service; and (ii) that User will provide any and all information as prompted or requested by the Service.

. Description of Services

  Truxweb's General Services

Truxweb provides an online and mobile Platform to connect Shippers with Carriers for the transportation of cargo, whereby Shippers can submit a request for the transportation of cargo to various Carriers. The Service includes access to all applications, content and downloads offered by Truxweb (in accordance with the chosen subscription option), including the Platform, and associated User Content. Truxweb assesses the legality and regulatory compliance of all Carriers through a vetted third-party compliance check, as well as assessing certain aspects of the legality and regulatory of Shippers during the onboarding process. Truxweb does not take possession, custody or control of any cargo, does not provide actual transportation services or act in any way as a Carrier.

The Service expressly excludes the transportation of passengers.

 Shipment Order Process

Once a duly completed Shipment request is made from a Shipper of the Platform, the Shipper will automatically be offered the selection of Carriers that provide the service of delivery according to the individual Shipment details and specific requirements entered by the Shipper. The Shipper will then select the Carrier of its choice. After the Carrier is chosen by the Shipper and assigned to perform transportation services related to the Shipment, it will be provided with the list of Shipments to deliver according to the Shipment details and requirements. Truxweb will then notify the Shipper, through the Platform, that the Shipment has been accepted, and the Shipper will pay the shipping fees based on agreed commercial term. Shippers will then have access in near real-time to transportation information, including the Shipment tracking, where available.

The bill of lading shall not name Truxweb as either a Shipper or consignee of the Shipment. Truxweb is not responsible for any Shipment terms entered into between Carrier and Shipper.

Unless otherwise agreed, freight charges stated in the Platform and agreed to by the selection of Carrier for the Shipments hereunder include the transportation of the cargo from origin to destination, cost of tolls, ferry or other expenses related to the transportation including fuel surcharge.

Carriers are required to do the maintenance of all equipment including additional services or equipment contemplated in the load tender (including, but not limited to amounts for refrigerated trailers, lift-gate service, loading or unloading, etc.). If any additional services not contemplated at the time a shipment is scheduled, Carrier will use all necessary measure to contact Truxweb to provide notice of all unspecified ancillary service or costs incurred so that Truxweb may attempt to obtain Shipper approval of such charges. Absent express prior agreement, Truxweb does not guarantee that invoices for additional and/or ancillary services will be paid.

Once a Shipment has been completed, Carrier will provide Truxweb and the Shipper a proof of delivery signed by the authorized recipient within an acceptable time delay, 24 hours thereafter the completion of the Shipment. Proof of delivery will be submitted to Truxweb’s Platform and made accessible through the Shipper dashboard.

 Additional Third-Party Services

Truxweb collaborates with third-parties to offer the Service on its Platform, through third-parties’ Application Programming Interface (API) and website solutions. Such third-parties’ solutions include payment platform, credit investigation services, insurance providers, real-time tracking and automation services, etc.

. Carrier Responsibilities

 Role and Responsibilities

As a Carrier who accesses or uses the Service, you are an independent contractor and remain solely responsible for screening, selecting, hiring, training, supervising, managing, assigning, and dispatching any drivers, as well as inspecting and maintaining your motor vehicle equipment and accessories.

You are solely responsible for your own actions, omissions, training, oversight, compliance with regulatory and safety requirements, and all management of your equipment, services, drivers, employees, contractors, agents, and subcontractors. You maintain sole control over the methods and results by which you perform cargo transportation services, and retain the sole duty to provide, maintain, manage, and control the equipment, personnel, and expertise required to transport Shippers’ cargo. Carrier is solely responsible for the acts and omissions of any of your employees, agents, contractors, and subcontractors used by you in the performance of transportation of Shipments.

 Documents due at registration

Upon registering with the Service, you shall provide Truxweb: (i) proof of insurance as described in Section 4.3 below; and (ii) unique identifier number/code such as DOT, NIR or CVOR number, according to provincial or state of business registration.

 Insurance

You shall procure and maintain, at your sole cost and expense, with reputable and financially responsible insurance underwriters maintaining a rating of B+ or higher, acceptable to Truxweb at its sole discretion, the following insurance coverages:

1.  Automobile Liability insurance to include any automobile, or all owned, non-owned and hired automobiles, covering bodily injury (including injury resulting in death) and loss of or damage to property in an amount not less than $2,000,000 per incident. If applicable law, rule or regulation requires Carrier to maintain amounts in excess of these limits, Carrier shall provide such higher limits.
2.  Motor Truck Cargo Liability insurance in an amount not less than $100,000 per incident, and shall not contain any exclusions for employee theft or dishonesty, unattended or unattached trailers, or otherwise likely to result in denial of claims (including commodity specific exclusions, exclusions for corrosion, or exclusions related to use of refrigerated equipment, including breakdown). If Carrier maintains limits in excess of these amounts, Carrier may qualify for Shipments not otherwise available to Carriers only maintaining such minimum amounts.
3.   Workers’ compensation coverage in accordance with any and all applicable laws, rules and regulations.
4.   Any other insurance that may be required by Truxweb or any applicable federal, state and or provincial or local laws, rules, regulations, or ordinances.

You shall provide to Truxweb certificates of insurance and, on request, copies of all policies and endorsements. You will ensure Truxweb 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. You shall not provide Services under this Agreement if you are not in compliance with these obligations related to insurance.

 Subcontractors/Co-Brokers

 Prohibition of Brokerage

Except as described in section 4.4.2, you shall not re-broker, co-broker, subcontract, assign, or cause or permit any other person or entity to perform any of your obligations hereunder, or cause or permit any Shipment tendered hereunder to be transported by any other third-party carrier, or any other substitute mode of transportation, without the express written consent of Truxweb and the Shipper.

If Carrier breaches this provision, without limiting any other right of Truxweb or the Shipper (including the prohibition to further use the Platform), Carrier shall remain fully liable pursuant to this Agreement as if it had transported the Shipment on vehicles operating under its for-hire motor carrier authority (including liability for cargo loss and damage claims and including the duty to defend, indemnify and hold harmless against the acts and omissions of Carrier and its contractors).

You, as a Carrier, acknowledge and agree that if any third party makes a claim against Truxweb or the Shipper with respect to Shipments tendered to Carrier for transportation hereunder, Truxweb may pay such third party directly and shall have no duty to pay Carrier with respect to any such Shipment. Truxweb shall have the right to offset the amount of payment to such third party against any funds due and owing to Truxweb due to Carrier’s breach of this provision. Further, Truxweb and Shipper shall have the right to claim and collect any damages, including consequential, incidental, incidental and indirect damages from Carrier arising out of a breach of this provision.

 Partners

You may use the services of one or more partners to carry Cargo, but only if all of the following conditions are met:

(i) You must transport the Shipment for at least a portion of the route;

(ii) The use of the partner's services must be in support of your own service; not the other way around;

(iii) You must provide us with proof of insurance and unique identification of all of your partners so that we can perform the necessary checks, including compliance monitoring and required information as described in Section 4.2 above. Otherwise, your partner will be required to create an account on the Platform; and

(iv) Your partners shall comply with this Agreement in its entirety.

We reserve the right to refuse a shipping proposal if too many partners are used for the same trip. Additional fees may apply.

 Compliance with Laws

United States

You, as a Carrier, acknowledge that it is authorized to provide transportation of any Shipments requested or obtained through the Service as a for-hire motor carrier in accordance with any and all applicable federal, states and regional laws, rules and regulations. You represent and warrant that you are licensed by FMCSA as a for-hire motor carrier of property in interstate commerce in the United States and that you have a valid USDOT number. With respect to the transportation services provided under this Agreement, including any drivers you use, you agree to comply with all applicable federal, state, provincial and local laws, rules, regulations and ordinances. You shall defend, indemnify and hold Truxweb and Shippers harmless from and against any and all fines, penalties, judgments, liabilities, expenses and costs of any nature resulting from your failure to comply with all such laws, rules, regulations and ordinances.

By using the Services, you represent and warrant that (i) your current safety rating issued by FMCSA is not “Unsatisfactory,” and (ii) you are not otherwise subject to an out-of-service order or otherwise prohibited from providing service in accordance with all applicable laws, rules and regulations. In the event you are issued a safety rating of less than “Satisfactory” at any time during the term of this Agreement, you shall notify Truxweb immediately in the manner prescribed in the Notices provision contained hereinbelow. Truxweb shall have the right to terminate this Agreement immediately should Carrier fail to comply with these obligations.

Canada

You, as a Carrier, acknowledge that it is authorized to provide transportation of any Shipments requested or obtained through the Service as a for-hire motor carrier in accordance with any and all applicable federal, provinces and regional laws, rules and regulations. You represent and warrant that you are licensed by the appropriate provincial organization as a for-hire motor carrier of property in your province and throughout Canada, and that as such, you have a valid operating number. With respect to the transportation services provided under this Agreement, including any drivers you use, you agree to comply with all applicable federal, state, provincial and local laws, rules, regulations and ordinances. You shall defend, indemnify and hold Truxweb and Shippers harmless from and against any and all fines, penalties, judgments, liabilities, expenses and costs of any nature resulting from your failure to comply with all such laws, rules, regulations and ordinances.

 Equipment

You warrant that you shall perform all transportation services pursuant to this Agreement with equipment that is regularly maintained and is in good order, condition and repair and that meets with all applicable federal and state laws, rules and regulations. Carrier must furnish equipment for transporting cargo, which is clean, dry, leak proof, free from harmful or offensive odor, sanitary, and free of any contamination, suitable for the particular Shipment being transported and which will not cause in whole or in part adulteration of the Shipment.

Unless a trailer is pre-loaded and sealed prior to Carrier’s arrival at destination, and the applicable bill of lading bears a “shipper load and count”, “SLC” or similar designation, Carrier is solely responsible to ensure that all equipment has been properly loaded, secured, blocked and braced. You acknowledge that Truxweb will never be in possession of any cargo being transported in connection with use of the Service, and that Truxweb will not be responsible or have any role in the securement of cargo for transportation.

 Non-Solicitation

You acknowledge that the Platform is intended to facilitate the transportation of Shipment and to enable you to obtain new shipment requests from Shippers that you may not have had access to but for the Platform and the Service offered by Truxweb.

You also acknowledge that the business opportunities resulting from your use of the Platform are significant and you understand that appropriating such business opportunities obtained through your use of the Service could cause significant commercial harm to Truxweb.

Therefore, for the duration of your use of the Service, and for a period of one (1) year from your last use, you shall not directly or indirectly offer to ship Shipment to a Shipper without using the Service, accept a shipment request directly or indirectly from a Shipper without using the Platform if (i) the Shipper is one with whom you first did business via the Platform, and (ii) the Shipper's shipment request is for a route previously completed with that same Shipper via the Platform (in this section, the "Non-Solicitation Obligations").

In the event that you fail to comply with your Non-Solicitation Obligations, you shall be jointly and severally liable with Shipper to Truxweb for each event of non-compliance with your Non-Solicitation Obligations, and you hereby agree to pay to Truxweb as compensation an amount equal to twenty percent (20%) of all revenues paid by Shipper to Carrier (before taxes). Truxweb may also deny you further access to the Platform.

 Carrier Liability for Cargo Loss or Damage

1.  Carrier’s liability for lost, destroyed, damaged or delayed Shipments is governed by applicable governmental laws. Such liability shall include, but not be limited to, amounts required to inspect, test, segregate and process claims. In addition to any such liability, if Shipper assesses charges against Truxweb with respect to late deliveries by Carrier, Carrier shall be responsible for such amounts regardless of whether these are loss, damage or destruction to the Shipment in question.
2.  Truxweb may assist Shippers with claims against Carriers for lost, damaged, delayed or destroyed cargo and Carrier acknowledges and agrees that Truxweb may likewise file such claims directly as the assignee of the Shipper. Shipper and Truxweb shall have thirty (30) days from the date of delivery of any Shipment (or, if no delivery, then not less than thirty (30) days from the date on which delivery should have occurred) during which to file claims. Shipper and Truxweb shall have one (1) year from the date of denial of all or any part of any such claim during which to initiate a legal proceeding with respect to such claim. Carrier will pay, deny or offer to settle any claim hereunder within thirty (30) days of submission. In case of Shipment loss, theft or inability to deliver or pickup the Shipment, Truxweb may decide at its sole discretion to reimburse the Shipper and charge Truxweb’s administrative fees to the Carrier.
3.   Shipper shall have sole discretion as to whether to allow salvage of any damaged Shipment. If no salvage is allowed, Carrier shall not be entitled to a credit for salvage value. Any expenses incurred in preparation of goods for salvage shall be borne by Carrier.
4.  Carrier will abide by any cargo handling instructions communicated to Carrier by Truxweb or the Shipper, including any regarding provision of temperature-controlled service. If cargo is tendered and a reasonable person would understand such cargo to require controlled temperature service, and no such service has been requested, Carrier shall contact Truxweb immediately and in any event, prior to loading any such cargo onto Carrier’s conveyance. Without limiting the foregoing, if Carrier is providing service with respect to commodities requiring temperature control, Carrier shall ensure that its equipment is pre-cooled to required temperature ranges prior to or at the time of loading and shall ensure that temperature is maintained at all times, within specified temperature ranges. Carrier shall maintain the ability to provide a downloadable report of temperature during transit and will retain such records for no less than two (2) years from the date of delivery, which records will be made available to Truxweb or Shipper upon request. Carrier acknowledges and agrees that failure to abide by instructions regarding handling of food or evidence of possible unauthorized access to shipments may result in rejection of shipments due to possible adulteration or contamination.
5.  Any attempt from Carrier to limit its liability for lost, destroyed, damaged or delayed Shipments, including, but not limited to, via provisions contained in any bill of lading, delivery receipt or tariff shall be deemed null and void. Exclusions in Carrier’s insurance coverage shall not exonerate Carrier from this liability.

 Carrier Cancelation

A Carrier can cancel a booked shipment, provided its cancellation is done twenty-four (24) hours in advance of the pick-up date. If a Carrier makes the cancelation of a booked Shipment inside the twenty-four (24) hour window, the Carrier will be charged an additional administrative fee of up to CAD 250$, unless the Shipment falls under extraordinary circumstances which will be determined by Truxweb on a case-by-case basis, to which the cancellation penalty can be waived.

 Shipping Documents

You shall not insert “Truxweb” or “Truxweb Inc.” on any receipt, bill of lading, manifest, or other shipping document. In the event you do so, such insertion shall be deemed to be for your convenience, or due to your oversight, and shall not operate to alter Truxweb’s status as a platform provider, or the Carrier’s status as the responsible Carrier. The provisions set forth in any shipping document maintained by Carrier (including, but not limited to, any bill of lading, proof of delivery, motor carrier tariff, rate confirmation sheet or other documentation) shall not apply to any transportation performed pursuant to Compliance with Instructions (as set forth below).

 Compliance with Instructions

You, as a Carrier, shall comply with any and all instructions regarding the handling of the Shipment which are communicated to Carrier by Shipper or Truxweb, whether pursuant to the Service, on the applicable bill of lading, or via other documentation provided to the Carrier. In addition, Carrier shall, and shall cause its drivers, to comply with facility rules in effect at any locations where Carrier is performing pick-up or delivery services.

. Shipper Responsibilities

 Role and Responsibilities

As a Shipper who accesses or uses the Service, you are an independent contractor and remain solely responsible for entering the appropriate and correct information relating to your Shipment, selecting a Carrier and paying the associated shipping fees.

You are solely responsible for your own actions, omissions, oversight, compliance with regulatory and safety requirements, and all management of your Shipment, employees, contractors, agents and subcontractors. You are solely responsible for the acts and omissions of any of the Shipper’s employees, agents, contractors, and subcontractors used in the performance of transportation of Shipments.

 Documents due at registration

Upon the registration with the Service, a Shipper must provide Truxweb with: (i) Shipper’s business address and contact information; (ii) a list of credit reference if Shipper wants to pay by any other means than credit cards; (iii) a commercial invoice and bill of lading for individual shipment (when required); and (iv) any supplemental information required from time to time.

 Shipment Information

Once a Shipper is onboarded onto the Truxweb Service, the Shipper is required to input all relevant information of a shipment accurately. Shipper is required to comply with all federal, provincial and states transportation rules and regulations. The Shipper must include all required documents upon request to ship hazardous materials.

Truxweb will not be held accountable for input errors, additional cost or surcharge leading from inaccurate measurements and inaccurate input will not cause Truxweb to be held accountable. Carrier will notify Truxweb of any additional costs or surcharges along with the corresponding proof or justification, at the time the Carrier submits the proof of delivery. Truxweb will relay the information and charge the Shipper additional costs.

 Carrier Selection

Truxweb is not responsible in any way for the acts and the selections of Carriers on the Platform. The Service provides Shippers with the Carrier’s pricing and a rating and review system based on previous Users’ experience based on specific criteria.

Truxweb makes the review and rating available to Shippers without any expression of Truxweb opinion or make any assurances regarding the truth or accuracy of any Shipper reviews or ratings. Truxweb will not remove reviews or ratings, or any portion thereof, unless they contain content Truxweb deem inappropriate at its sole discretion. Truxweb will monitor reviews and ratings to ensure quality shipment services are provided by our Carriers and Shippers.

 Shipper Cancellation

Shipper can cancel a booked shipment, provided its cancellation is done twenty-four (24) hours in advance of the pick-up date. If a Shipper make the cancelation of a booked Shipment within the twenty-four (24) hour window, the Shipper will be charged up to the full amount of the Shipment plus an additional administrative fee of up to CAD 250$, unless the Shipment falls under extraordinary circumstances which will be determined by Truxweb on a case-by-case basis, to which the cancellation penalty can be waived.

 Non-Solicitation

You acknowledge that the Platform is intended to facilitate the transportation of Shipment and to allow you to obtain news of shipments from Carriers that you may not have had access to but for the Platform and the Service offered by Truxweb.

You also acknowledge that business opportunities arising from your use of the Platform are important and you understand that appropriating such business opportunities obtained through your use of the Service could cause significant commercial harm to Truxweb.

Therefore, for the duration of your use of the Service, and for a period of one (1) year from your last use, you shall not directly or indirectly offer to a Carrier to ship your Shipment without using the Service, nor accept an offer to ship directly or indirectly made by a Carrier without using the Platform if (i) it is a Carrier with whom you first did business via the Platform, and (ii) the offer or request to ship is for a route previously completed with that same Carrier via the Platform (in this Section 5. 6, the "Non-Solicitation Obligations").

In the event that you fail to comply with your Non-Solicitation Obligations, you shall be jointly and severally liable with Shipper to Truxweb for each event of non-compliance with your Non-Solicitation Obligations, and you hereby agree to pay to Truxweb as compensation an amount equal to twenty percent (20%) of all revenues paid to Carrier (before taxes). Truxweb may also deny you further access to the Platform.

. Payment Terms

 Rates and Payment

For each Shipment, Shipper will pay Truxweb the freight charge quoted to the Shipper on the Service, as well as additional amounts, if any, to be paid by the Shipper for additional services provided by Carrier or Truxweb with respect to a Shipment. Truxweb will pay Carriers the agreed upon negotiated route fee or price per mile, plus applicable additional charges and fees for quoted Shipment, as the case may be.

Truxweb will pay Carrier the quoted amount as well as aforementioned additional amounts (if applicable) directly into its bank account, less Truxweb’s Service fees.

 General Payment Terms and Conditions

Unless otherwise stated on the Platform, Truxweb will not be responsible for the collection and/or payment of all taxes, which you may be liable for in any jurisdiction from your use of the Service. Truxweb is not responsible for collecting, reporting, paying, or remitting to you any such taxes.

Truxweb shall pay freight charges to Carrier at the quoted price presented to Shippers on the Service (less Truxweb’s Service fees) regardless of whether Shippers pay Truxweb within the generic 30 days term, with the exception of delivery of damaged goods, late deliveries, other restriction may apply.

The Carrier shall under no circumstance invoice or otherwise attempt to collect any amounts related to services provided with respect to any Shipment directly from any Shipper or any third-party. The Carrier shall look exclusively to Truxweb for payment of freight charges hereunder. The Carrier hereby waives any right it may otherwise have to proceed or commence any action against any Shipper for the collection of any freight bills arising out of transportation services hereunder.

Shippers are expected to pay any outstanding amount within 30 days of the proof of delivery. After 30 days, Shippers with no extended credit terms will be charge late penalty fees ($100) and interest of 20% annually. In order to extend credit terms, Shippers can contact their customer success agent to link Shipper with a Truxweb accounting and customer success agent for approval (restriction applies).

 Truxweb Early Payout

Truxweb may, in its sole discretion, offer to Carrier an early payout service (“EP”) upon request (restriction applies). The early payout, if any, will be quoted separately from the Carrier quote available to Shippers on the Service. The EP will be provided 24h after proof of delivery is uploaded to the Service. In order to qualify for EP, Carriers must (i) comply with any applicable laws, rules and regulations at all time while performing the delivery of the shipment (including compliant with speed limits and hours of service regulation); (ii) Carrier must deliver the shipment at the appointed time (if any); (iii) Carrier must provide proof of delivery within 24h to the Service which states the shipment was delivered without damages, loss, or shortages; (iv) prior to the payment, Truxweb must not have received any complaints or claims from the Shipper or receiver regarding Carrier services with the shipment in question. If subsequent claims or failure to abide to applicable law in the performance of the delivery related to EP shipment, Truxweb will require Carriers to refund the EP until the issue at hand related to the shipment is settled.

Truxweb reserves the right to offset the amount of such EP, should there be any outstanding balance owed to Truxweb by the Carrier. Truxweb reserves the rights to remove EP to Carriers at its sole discretion.

 Payment Facilitation and Processing

All charges are facilitated through a third-party payment processing service. Truxweb may replace its third-party payment processing services without notice. In the case of a transition of third-party payment provider, Truxweb will grant Shipper an additional three (3) days allowance to emit outstanding payment due to the transitioning process.

Truxweb’s Payment processing services are provided by Bambora payment gateway and Elavon payment processing subject to both Bambora Terms and conditions of service (available at https://www.bambora.com/en/ca/terms-conditions). Additionally, subject to Elavon Service agreements (available at https://www.merchantconnect.com/CWRWeb/pdf/TOS_ENG.pdf).

By using the Truxweb Platform to pay and receive payment proceeds, you agree to be bound by Bambora’s and Elavon’s terms and conditions, which may be modified from time to time. Truxweb will not hold, keep, or copy any information with regards to payment processing. Truxweb reserves the right to switch payment processing vendors in its sole discretion.

Truxweb will not be responsible for the collection, storage, and security of credit card payment information. Such information will be handled uniquely by Truxweb third-party payment provider and facilitator. Truxweb holds itself to the highest industry standards and requires third-party payment provider and facilitator to be PCI Compliant (Payment Card Industry Data Security Standard PCI DSS).

 Additional Charges and Fees

1.  Truxweb reserves the right to charge Carriers and Shippers additional charges and fees provided proof of unsatisfied transportation service and proof of additional incurred cost of Carriers during the transportation services to destination. Carriers must provide proof of additional fee from additional transportation service within a two (2) business day timeframe of the proof of delivery.
2.  Additional charges are subject to be charged to the Shipper, in addition to Truxweb’s administrative fees. Additional charges that may be claimed are as followed, but not limited to: additional charges required to satisfy the transportation service not selected in the quoted price, additional charges such as a change in the delivery address, inability to deliver caused by Shipper’s client, waiting time, error in the shipment information, wrong classification of Shipment, etc.
3.  Shippers are granted an allocated amount of time to fill the Shipment onto the Carriers means of transport. In general, an hour (1) of free carrier waiting time is allocated, subject to the Shipment specifications and the Carrier allocated amount of waiting. Should a carrier wait beyond the allocated free time, each additional hour of waiting time will be charged to the Shipper. Shipper will be charged at the prorated rate of the total amount of time (in minute) beyond the allocated time, multiplied by the hourly rate of the Carrier. Rates and designated allocated free waiting time are subject to each carrier discretion and may change over time.
4.  Shippers have the right to dispute additional charges and fees within thirty (30) days of the reception of the proof of delivery and invoice detailing the additional fees and charges from the original quoted amount.
5.  In addition to the additional charges listed above, Shippers are entitled to charge Carriers for fees and charges incurred due to an unsatisfied transportation service. Charge backs such as late penalty fees are limited to Shippers with corresponding additional service offer: delivery appointment, delivery timeslot, charge backs on damaged goods (which are conditional to the attestation of delivered damaged goods on the bill of lading and/or proof of delivery).

. Data Privacy

 User Data

Information provided by all Users’ activity on the Service will be gathered and stored on Truxweb third-party’s servers providers (such as AWS).

Carrier’s User data will include all routes, lane, and additional services the Carrier offers as a transportation service to Truxweb Shippers. Truxweb will gather carrier tracking information from third-party software Project 44. Project 44’s terms, conditions and notices are available at https://www.project44.com/policies/thirdpartyterms.

 Payment Information

All data collected from the use of the Service from Users will be collected and gathered by Truxweb with the exception of credit card payment information (which will be collected and stored by our third-party payment providers Bambora and Elavon). Truxweb will not have access to direct credit card sensitive information from third-party payment facilitators and providers. With regards to payment, Truxweb will be using Tokenization processes which hides sensitive information.

 Data Sharing

Truxweb collects data from third-party software and may transmit information to the third-party on a need-to-know basis to operate the Platform.

 Analytics Data

Truxweb may generate Analytics Data from its Users’ use of the Platform. Truxweb shall retain ownership of the Analytics Data and shall have no obligation to share Analytics Data with its Users.

 Personal Information

The processing of personal data by Truxweb shall be governed by the Truxweb’s Privacy Policy.

. Content on the Platform

 Right to use

Content available through the Platform, including text, images, drawings, video sequences, audio content, and logos is either our exclusive property or is used under appropriate license or permission from the owners, holders or licensees of the applicable rights. Some content available on the Platform may also be owned and controlled by either Shippers or Carriers or other third-parties.

You may not modify, copy, distribute, run, transmit, transfer, display, provide, reproduce, publish, grant any licence or sub-licence in or sell any interest in any content available on the Platform, nor any content obtained through the use of the Platform, except as required for your use of the Platform for the purpose set forth in this Agreement or with the permission of the relevant rights owner.

You agree that you will not copy, use or share content posted by other Users of the Platform without their permission, where applicable.

 User Content

Some features of the Platform allow you to post User Content on the Platform that can be rendered accessible to the public, and to other Users via the Platform. You are fully responsible for any User Content you post on the Platform and must make sure that you have all necessary authorizations to publish such User Content. You represent and warrant to Truxweb that you are authorized to share your User Content with the public worldwide and to grant us the license described below. You further warrant that your User Content does not infringe on other people or organisations’ rights, including intellectual property rights.

By posting User Content on the Platform, you retain all proprietary rights in and to your User Content, but you grant Truxweb a worldwide, royalty-free and non-exclusive license to use, modify, adapt, translate, communicate to the public by telecommunication or otherwise any User Content only to the extent necessary to operate the Platform and provide the Service. User Content that is not posted on public sections of the Platform will not be made available to the other Users.

When you post User Content to the Platform, you agree that, depending on our choices, the other Users may have access to your User Content. Truxweb does not grant permission to any person to use you User Content other than as necessary to use the Platform, but Truxweb does not take responsibility for the actions of other Carriers, Shippers, Users and third-parties visiting or using the Platform. You agree that you will not make a claim against Truxweb because a third-party is misusing your User Content based on the fact that this third-party accessed your User Content through the Platform.

We may remove from the Platform any User Content posted in violation of this Agreement or if deemed inappropriate at our sole discretion. However, we do not systematically approve User Content before it is posted and will not be responsible for User Content.

. Prohibited Use

You may not use the Platform for any purpose that is unlawful or prohibited by this Agreement.

Without limiting the generality of the foregoing, you are prohibited from, among other things, making any use of the Platform or allowing any third party to make any use of the Platform that:

1. violates this Agreement;
2. violates applicable laws or regulations;
3. involves copying, using or distributing any content available through the Platform without permission from the holders;
4. disseminates or promotes the dissemination of pornographic content;
5. harasses or advocates harassment of another person;
6. involves the transmission of unwanted junk mail, or mass e-mails (spam);
7. involves sending any malicious computer code, virus, Trojan horse, worm, harmful code, shutdown mechanism or similar mechanism;
8. encourages illegal activities or conduct;
9. solicits passwords, or personally identifiable information for commercial or illegal purposes from other Users;
10. interferes with or disrupts the functionality of any website or any server or network involved in the operation of the Platform; or
11. systematically collects or "harvests" the names or other information about other Users of the Platform.

. Hyperlinks

The Platform may contain hyperlinks to other sites owned and operated by third-parties, such as Marsh Cargo, Bambora and Elavon (“Third-Party Sites”). We have no control over Third-Party Sites and disclaim all liability as to the content provided on such sites. Hyperlinks are provided as a courtesy to facilitate browsing and shall not be construed as an endorsement or approval by Truxweb of any Third-Party Site or any content available on Third-Party Sites.

We do not warrant that material downloaded through the Platform is free of viruses or other destructive code that may damage or contaminate your computer equipment or other property. We will not be liable for any damage to your computer system or loss of data that may result from the download of any data or materials from the Platform.

. Disclaimer of Warranty

Your use of the Platform and the Service offered through it is entirely at your own risk. The Platform and the Services offered through it are provided "as is" and, to the extent permitted by law, without warranty of any kind, whether express or implied.

We do not warrant that access to the Platform and the Service offered by or through it will be uninterrupted or secure or that the content available through the Platform will be error-free, accurate, complete or current. We do not warrant the results obtained from the use of the Platform or the accuracy or reliability of any information obtained through the Platform.

We do not warrant that material downloaded through the Platform is free of viruses or other destructive code that may damage or contaminate your computer equipment or other property. We will not be liable for any damage to your computer system or loss of data that may result from the download of any data or materials from the Platform.

. Limitation of Liability

1.  Truxweb Limitation of Liability

TRUXWEB OFFERS A PLATFORM ALLOWING THE SHIPPERS AND CARRIERS TO ORGANIZE THE SHIPPING OF VARIOUS SHIPMENTS. TRUXWEB IS NOT AN AGENT OF THE SHIPPER AND/OR THE CARRIER, AND DOES NOT ACT AS A SHIPPER, A CARRIER OR A BROKER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY TRUXWEB IS A CARRIER, SHIPPER OR BROKER, OR THAT TRUXWEB IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A CARRIER, SHIPPER OR BROKER. TRUXWEB HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR CARRIER SERVICES PROVIDED TO ANY SHIPPER OR ANY OTHER PARTY USING THE SERVICES. NO ASSOCIATION, PARTNERSHIP, OR JOINT VENTURE AGREEMENT IS CREATED BY THIS CONTRACT.

2.  Use of the Platform

Truxweb cannot not be held accountable for Shipment information input errors (even if this error is material), additional cost or surcharge leading from inaccurate measurement. Inaccurate input cannot and will not be held accountable against Truxweb.

Truxweb only relies on the information granted by the Shippers, the Carriers and its third-party partners. Except as specifically indicated, Truxweb does not verify the shipping requests, the content of the Shipment, or the information provided by the Users.

To the fullest extent permitted by law, you agree that Truxweb will not be liable or responsible for any damages or injury of any kind that you may suffer in connection with your use of the Platform or as a result of your inability to use the Platform, unless such damage is directly caused by Truxweb gross negligence or intentional action.

This limitation of liability includes, but is not limited to, loss of profits, loss of opportunity, property damage, equipment failure, disclosure of confidential information, penalties, fines, and expenses that may be incurred or suffered by any User of the Platform as a result of their use of the Platform.

. Indemnification by Users

1.  General Indemnification by Users

You agree to indemnify, defend and hold harmless Truxweb, its affiliates, directors, officers, shareholders, employees, agents and licensors from and against any and all damages, claims, liabilities, losses, expenses, claims, fines, penalties, costs and fees, including reasonable legal fees and expenses, arising out of:

(i) of any alleged violation by you of this Agreement or non-respect of your obligations set forth in this Agreement; and

(ii) any allegation that your User Content is infringing on the intellectual property rights of any person.

2.  Indemnity by Carriers

CARRIER SHALL DEFEND, INDEMNIFY, AND HOLD TRUXWEB, THE SHIPPER, AND EACH OF THEIR AFFILIATED ENTITIES HARMLESS FROM AND AGAINST, AND SHALL PAY AND REIMBURSE, ANY AND ALL DIRECT OR INDIRECT LOSS, LIABILITY, DAMAGE, CLAIM, FINE, COST OR EXPENSE, INCLUDING REASONABLE ATTORNEY’S FEES, ARISING OUT OF OR IN ANY WAY RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT BY CARRIER, ITS EMPLOYEES, SUBCONTRACTORS OR INDEPENDENT CONTRACTORS (IN THIS SECTION 13.2, COLLECTIVELY REFERRED TO AS, THE “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR OR RELATED TO PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE AND CARRIER’S POSSESSION, USE, MAINTENANCE, CUSTODY OR OPERATION OF THE EQUIPMENT; PROVIDED, HOWEVER, THAT CARRIER’S INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH WILL NOT APPLY TO THE PRORATED EXTENT THAT ANY CLAIM IS DIRECTLY AND PROXIMATELY CAUSED BY THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE PARTY TO BE DEFENDED, INDEMNIFIED OR HELD HARMLESS. CARRIER HEREBY EXPRESSLY WAIVES ANY EXCLUSIVE REMEDY DEFENSE TO THE EXTENT NECESSARY TO EFFECTUATE CARRIER’S OBLIGATIONS UNDER THIS PROVISION.

3.  Indemnity by Shippers

SHIPPER SHALL DEFEND, INDEMNIFY, AND HOLD TRUXWEB, THE CARRIER, AND EACH OF THEIR AFFILIATED ENTITIES HARMLESS FROM AND AGAINST, AND SHALL PAY AND REIMBURSE, ANY AND ALL DIRECT OR INDIRECT LOSS, LIABILITY, DAMAGE, CLAIM, FINE, COST OR EXPENSE, INCLUDING REASONABLE ATTORNEY’S FEES, ARISING OUT OF OR IN ANY WAY RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT BY CARRIER, ITS EMPLOYEES, SUBCONTRACTORS OR INDEPENDENT CONTRACTORS (IN THIS SECTION 13.3, COLLECTIVELY REFERRED TO AS, THE “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR OR RELATED TO PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE AND SHIPPER’S POSSESSION, USE, MAINTENANCE, CUSTODY OR OPERATION OF THE EQUIPMENT; PROVIDED, HOWEVER, THAT SHIPPER’S INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH WILL NOT APPLY TO THE PRORATED EXTENT THAT ANY CLAIM IS DIRECTLY AND PROXIMATELY CAUSED BY THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE PARTY TO BE DEFENDED, INDEMNIFIED OR HELD HARMLESS. SHIPPER HEREBY EXPRESSLY WAIVES ANY EXCLUSIVE REMEDY DEFENSE TO THE EXTENT NECESSARY TO EFFECTUATE SHIPPER’S OBLIGATIONS UNDER THIS PROVISION.

. General Provisions

1.  Independent Contractor

This Agreement does not make you an agent, legal representative, joint venture, or partner of Truxweb for any purpose. You understand and agree that you will act as an independent contractor and are in no way authorized to make any contract, warranty, or representation on behalf of Truxweb, or to create any obligation express or implied on behalf of Truxweb. It is expressly agreed and understood that you shall not be considered under this Agreement as having any employment status with Truxweb, or as being entitled to any plans, distributions, or benefits extended by Truxweb to its employees.

2.  Binding Effect

This Agreement shall inure to the benefit of and shall be binding on and enforceable by and against the Parties and, where the context so permits, their respective agents, principles, heirs, executors, beneficiaries, successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any person or entity not a party to this Agreement except as provided herein.

3.  Complete Agreement

This Agreement, together with the exhibits, constitutes the final, exclusive and complete understanding and agreement of the Parties hereto and supersedes all prior oral or written understandings and agreements. This Agreement is entered without reliance upon any representation, whether oral or written, not stated herein.

4.  Force majeure

Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after signing this Agreement and that are beyond the reasonable control of such Party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

5.  Jurisdiction

The validity, interpretation, construction, performance, enforcement and remedies of or relating to this Agreement, and the rights and obligations of the Parties, shall be governed by the laws of the Province of Quebec, Canada and the laws of Canada applicable therein without regard to the principles of conflicts of law.

6.  Headings

The section headings are inserted only as a matter of convenience and reference and in no way define, limit, or describe the scope of this Agreement or the intent of any provisions hereof.

7.  Severability

If any court determines that any obligation contained in the present Agreement is invalid or unenforceable, the remainder of the Agreement shall be given full effect, without regard to the invalid or unenforceable portion, in all possible respects.

8.  Survival

All terms and provisions of this Agreement which by their nature are intended to survive any termination or expiration of this Agreement, shall so survive.

9.  Waiver

Unless otherwise provided in this Agreement, silence on the part of one Party or its negligence or tardiness in exercising a right or recourse that has been granted or made available by virtue of this Agreement shall never be construed against or held against such Party as a waiver of said rights and available remedies.