Get the appThis Privacy Policy has been updated and is effective as of December 12, 2023
Logity Tech, Inc. ( “Logity Tech Inc.”, “we,” “us,” or “our”), provides load booking services and software applications (together, the “Services”) through our website https://lboard.app/ and Applications (the “Site”). Your use of the Site and Services are governed by these Terms of Service (the “Terms”), any existing Carrier Agreement, our Privacy Policy, and any additional written terms that you agree to with us (collectively, the “Agreements”). For the avoidance of doubt, and notwithstanding anything else contained herein or to the contrary, the Site is operated by Logity Tech Inc.. Any of the individuals or companies that organize shipments for individuals or corporations (hereinafter – “Freight Broker”) or entities that control, are controlled by or are under common control with, Freight Broker ( hereinafter – “Freight Broker Affiliate(s)”) are not responsible in any manner whatsoever related to your use of the Site or data collected through the Site.
You should review the Agreements carefully as they include terms regarding use, fees, limitations of liability, a class action waiver, and resolution of disputes by arbitration. If you don’t agree with (or cannot comply with) the Agreements, you must cease all use of the Services, and, if applicable, cancel your Account. Please see Section 17 for definitions of certain capitalized terms used in these Terms.
1. Acceptance of Agreements
By registering for the Services and creating an Account, logging into the Site, or otherwise using the Services, you, on behalf of yourself and those that you represent (“you” or “your”), acknowledge that you have read and understood the Agreements, accept the Agreements, and agree to be bound by them. If you represent a third party, such as the Carrier, a legal entity, or an employer, you also represent to us that you have full unconditional authority to accept the Agreements on behalf of such a third party.
2. Changes to Terms
We may, from time to time, make modifications (by amendment, replacement, and/or adding new provisions) to these Terms at any time. Unless a later effective date is stated, the modified version of these Terms will be effective immediately when posted on our Site. We will provide notice of changes to the Terms by (i) posting the amended version of the Terms on our Site; (ii) posting a notice on our Site; or (iii) emailing the notice to the email account associated with Carrier’s Account. You are responsible to check the Site regularly for modifications of these Terms. Your continued use and/or access of any of the Services after the effective date of a modification to these Terms will be conclusive proof that you agree to be bound by the modified version of these Terms.
3. Account and Users
3.1. Your Account. We will create a master account for each Carrier (each, a “Master Account”) that will include one or more sub-Accounts for individual Users. Separate individual User Accounts may be created under a Master Account. You and all other Users must have a separate Account under a particular Master Account to access and use any of the Services. Unless waived by us in writing, all Accounts must be associated with a valid email account.
3.2. Administrative User. Each Master Account will be assigned at least one administrative user (an “Admin”) that will control the Master Account and all User Accounts that are created for the Master Account. We will provide the initial non-public credentials for the Carrier’s first Admin to authenticate the specific Admin’s access to the Site and Services under Carrier’s Master Account. Admins may change usernames and passwords from the Account Settings. Carrier will be responsible for all actions (and subscriptions selected) by an Admin related to the Site, the Services, the Master Account, and all Accounts created for Users.
3.3. Sub-Users. Admins may add additional users (each, a “Sub-User”) that Carrier authorizes to access and use the Services under the Carrier’s Master Account. An Admin must provide non-public credentials to each Sub-User to authentic the Sub-User’s access to the Site and Services under the Carrier’s Master Account. Carrier will be responsible for (i) all Service Fees related to Sub-Users, and (ii) all Sub-Users’ actions or omissions related to the Site, the Services, and their individual Accounts.
4. License for Use
4.1. To Carrier. Subject to the terms and conditions of these Terms, we grant to you a non-sublicensable, non-transferable, non-exclusive, revocable, limited license for Carrier’s own internal use only (the “License”) to (i) access and use the Services to which you have subscribed; and (ii) as applicable, install and use the proprietary Service Capabilities, if any, developed by us as part of or for the Services. We reserve all other rights.
4.2. From Carrier. By submitting, posting, generating, or displaying any Content on or through the Services, you give us a sublicensable, transferable, non-exclusive, royalty-free, fully paid, worldwide limited license to use, display, reproduce, publish, modify, create derivative works from, and distribute such Content as reasonably prudent or necessary to enable us to provide, maintain, protect, and improve the Services in accordance with these Terms.
4.3. License Restrictions. The License will remain in effect during the Term only. You may use the Services only in accordance with these Terms. All other uses of the Services are prohibited. Neither you or any third party under your control may (or may attempt to): (a) access or attempt to access any information, documents, images, software or material (individually and collectively, “Materials”) that you are not authorized to access and/or through any means that you are not authorized to use such as any means not intentionally made available by or through the Services; (b) disrupt or interfere with the security of, or otherwise cause harm to the Services, or to any Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Services or any affiliated or linked sites; (c) access or use the Services in any manner that could damage, disable, overburden or impair any server or network used by Logity Tech Inc. in connection with the Services; (d) use any Materials in connection with the Services in any manner that infringes upon any copyrights, patents or other intellectual property rights, privacy rights, rights of publicity or other rights of any party; (e) transmit unsolicited or bulk communications to any Users (f) post or otherwise submit any software, programs or Materials via the Services that are harmful or disruptive of another party’s equipment, software or other property, including any corrupted files, time bombs, Trojan Horses, viruses and worms; (g) disrupt, interfere with or inhibit any other user from using and enjoying the Services or other sites, Materials or services associated with the Site; (h) violate any applicable laws or regulations related to the access to or use of the Services, and/or engage in any activity prohibited by this Agreements; (i) compile, use, download or otherwise copy any Materials available on the Services (except as expressly permitted by the Agreements), or transmit, provide or otherwise distribute (whether or not for a fee) such Materials to any third party; (j) use the Services to engage in any chain letters, contests, marketing, junk email, pyramid schemes, spamming, surveys or any other duplicative or unsolicited messages (commercial or otherwise); (k) use any robot, spider, or other programmatic or automatic device, to obtain information from the Services or others’ use of the Services or otherwise monitor or copy any portion of the Services; (l) frame, mirror, or use framing techniques on any part of the Services without Logity Tech Inc.express prior written consent; (m) make any use of data extraction, scraping, mining, or other data gathering tools, or create a database by systematically downloading or storing Materials, or otherwise scrape, collect, store, or, except pursuant to the limited license granted by these Terms, use any Materials; (n) use the Services for any purpose that is abusive, intrusive of another party’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hurtful; (o) remove any copyright, trademark, or other proprietary rights notice from the Services or Materials; and/or (p) use any Logity Tech Inc. domain name (or one confusingly similar) as a pseudonymous return email address or use any social media name or address of Logity Tech Inc. (or one confusingly similar) to mislead or deceive others; (q) use the Services or otherwise install it in any manner other than as directed, such as for example using it as other than as a mobile app or embedding it in another software. The License is conditional on your continued compliance with all of the terms and conditions of these Terms, and will immediately and automatically terminate if you do not so comply.
5. Changes to Services
5.1. Generally. We may add new Applications, Software, application program interface (“API”), tools, features, and/or functionality (each a “Service Capability,” collectively, the “Service Capabilities”) available through the Services and/or install updates from time to time.
5.2. Discontinuance. We reserve the right to change, discontinue, or deprecate Service Capabilities from time to time or to elect to discontinue the Services in their entirety. If we remove or discontinue a material Service Capability, Carrier may (and Carrier’s exclusive remedy is the option to) cease use of the Services.
6. Suspensions and Removals
6.1. Access and Use. We may suspend your Account (and its Master Account) and your right to access or use any portion of the Services immediately if: (i) the creation of the Master Account for Services is (or reasonably appears to us to be) fraudulent; (ii) you or any User under Carrier’s Master Account violate any provisions of these Terms; or (iii) Carrier ceases to operate in the ordinary course, makes an assignment for the benefit of creditors or similar disposition of your assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. The suspension will be lifted upon our reasonable satisfaction that the triggering issue has been resolved.
6.2. Emergency Suspension. If a Security Concern exists in our reasonable opinion, we may immediately suspend any or all User’s access to the Services, and may also remove, as applicable, the offending item, code, Content (including Your Content and Third Party Content) until the Security Concern is resolved in our reasonable discretion.
6.3. Report Violations. If you become aware that any User’s access or use of the Services violates these Terms, you will immediately: (i) notify us in writing regarding the violation; (ii) to the extent that you are capable (by administrative control or contractual right), immediately suspend the violating User’s access and use of the Services until such violations are corrected.
6.4. Effect of Suspension. Users that are suspended will not be able to access or use the Services or portions thereof (including Your Content) during the suspension. Our right to suspend your or any User’s right to access or use the Services is in addition to our right to terminate your Account (and Carrier’s Master Account), pursuant to the terms of these Terms. If we suspend your right to access or use any portion or all of the Services, Carrier may be held responsible for any bookings, charges, and taxes, if any, associated with or caused by: (i) your use of the Services, through the date of suspension, and/or (ii) your use of the Services, if any, that you continue to access or use on and after the date of suspension. Absent a Security Concern, we will not erase any of Your Content due to a suspension, but such items may be subject to deletion in the event of a termination of the Carrier’s Master Account.
7. Term, Cancellation, and Termination
7.1. Term. These Terms will continue to apply to your use of the Site and Services until terminated by either you or us.
7.2. Data Retention. We agree to maintain Your Content in accordance with our internal data retention procedures. You agree that we have no additional obligation to continue to hold, export, or return Your Content and that we have no liability whatsoever for their deletion pursuant to these terms.
7.3. Survival of Terms. The following Sections will survive the expiration or termination of these Terms: Sections 3.2, 3.3, 4.2, 6, 7, 8, 9, 10.3, 11, 12, 13, 14, 15, and 16.
8. Carrier Responsibilities
8.1. Permitted Use. Your access and use of the Services must fully comply with the provisions and conditions of the Agreements.
8.2. Compliance. You must adhere to all laws, rules, and regulations applicable to you (and your industry) and your use of the Services, including, as applicable, import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Asset Control, Department of the Treasury (“OFAC”).
8.3. Account Security. You are responsible for maintaining the confidentiality of the non-public credentials that are associated with your Account (and its Master Account). Carrier is responsible for all activities, including the subscription of Services, that occur under Carrier’s Master Account, regardless of whether the activities are undertaken by you, Admins, your employees, your agents, or a third party (including your contractors) and we are not responsible for any unauthorized access to (and the activities undertaken with) Carrier’s Master Account absent clear and convincing evidence that we breached these Terms and that such breach caused the unauthorized access. You are required to take reasonable steps to prevent unauthorized access to your Account (and its Master Account) and the Services, and, further, you will cooperate with us in identifying unauthorized access or use related to your Account. You must promptly notify our Carrier support team in writing about any misuse (or any fact or circumstances which could reasonably be expected to result in or cause a reasonable suspicion of a misuse) of your Account (or its Master Account), authentication credentials, or any Security Concerns related to the Services or an Account.
8.4. Your Content. As between you and us, you are solely responsible for Your Content and for ensuring that Your Content complies with this Agreement and applicable law. As between you and us, you are also solely responsible for any claims related to or stemming from Your Content and business, including all acts and transactions conducted with the Services. You will secure and maintain all rights in Your Content, as applicable, necessary for us to provide the Services to you without violating the rights of any third party or otherwise obligating us to you or any third party. We do not and will not assume any obligations with respect to Your Content other than as expressly set forth in these Terms or as required by applicable law.
8.5. Privacy. You consent to our collection, use, and disclosure of information associated with the Services in accordance with our Privacy Policy. If Your Content includes Third Party Content or information belonging to or related to third parties, you will protect the confidentiality of such Third Party Content and information under all applicable agreements, laws, rules, and regulations.
8.6. Third Party Content. Your use of any Third Party Content is at your sole risk and may be subject to separate terms and conditions, and/or fees from the applicable third parties.
8.7. Security and Backup. You are solely responsible for creating, implementing and maintaining appropriate security, protection, and backup (with routine archiving) of Your Content. You will bear the entire risk of loss of, or damage to, any of Your Content.
8.8. Other Equipment. As between you and us, you are responsible for the procurement, configuration, operation, performance, and security of all equipment and computing resources that you use with the Services, including any gateways or other devices you may use to access the Services.
8.9. Maintenance. You agree to collaborate and make reasonable accommodations for all maintenance to the Services, regardless of whether scheduled in advance or completed on an emergency basis.
9. Our Responsibilities
9.1. Generally. We will provide the Services to you subject to the obligations, requirements and conditions of these Terms.
9.2. Privacy Policy. We value your privacy and detail our policies and procedures regarding the use of your information (including Your Content) in our Privacy Policy. Notwithstanding any other agreement (whether written or verbal) between you and us, the preceding sentence contains our and our Affiliates’ entire obligation regarding the privacy and confidentiality of Your Content.
10. Representations
10.1. By Us. We represent and warrant to you that we have full power and authority to enter into these Terms.
10.2. By Carrier. You represent and warrant to us that: (i) you will comply with all laws, rules, and regulations applicable to you (and your industry); (ii) you or your licensors own all rights, titles, and interests in and to Your Content; (iii) you have all rights in Your Content necessary to grant the rights contemplated by these Terms; and (iv) Your Content, use, and access of the Services will comply with the Agreements.
11. Intellectual Property and Proprietary Rights
11.1. Our Proprietary Rights. Except as expressly set forth herein, nothing in these Terms grants you, Carrier, or your Affiliates any rights, implied or otherwise, to any of our Intellectual Property Rights or the Services, and you hereby disclaim any interest. As between you and us, we or our Affiliates or licensors own and reserve all right, title, and interest in and to the Services and our Content.
11.2. Your Proprietary Rights. As between you and us, you own all right, title, and interest in and to Your Content, and except as expressly set forth herein, nothing in these Terms grants us any rights, implied or otherwise, to Your Content.
11.3. Third-Party Requests. We may disclose Your Content to comply with any request from a controlling government entity or a regulatory body (including law enforcement, subpoenas, or court orders).
11.4. Feedback and Suggestions. If you provide any Suggestions to us or any of our Affiliates, even if you designate the information as confidential, we and our Affiliates may use the information without restriction, and you irrevocably assign to us all rights, title, and interests in and to the Suggestions.
11.5. Publicity. If you provide us consent to disclose that you are one of our Carriers, we may state publicly that you are our Carrier and may include your name, logos, and/or trademarks in a list of our Carriers, online or in promotional materials. However, neither you nor we may issue a press release with respect to these Terms without mutual written consent. You may not make any public communication regarding your use of the Services nor use our name, logos, or trademarks without our prior written consent.
12. Disclaimer
The Services are provided “as is” and “where-is.” We and our affiliates and licensors make no representation or warranty of any kind, whether express, implied, statutory or otherwise, and to the maximum extent permitted by applicable law, we disclaim all warranties, including without limitations warranties of merchantability, fitness for a particular use, satisfactory quality, non-infringement, quiet enjoyment, usage of trade, course of dealings, or any warranty or representation that a Service, Content, Software, or Third Party Content will be secure, timely, error-free, free of VIRUSES OR harmful components, or uninterrupted. WE ALSO HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF YOUR CONTENT OR THIRD PARTY CONTENT BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS. YOU ARE SOLELY RESPONSIBLE FOR APPLYING APPROPRIATE SECURITY MEASURES TO YOUR CONTENT AND THIRD-PARTY CONTENT, INCLUDING ENCRYPTING SENSITIVE CONTENT.
13. Limitations of Liability
13.1. Limitation on THE Amount of Liability. To the maximum extent permitted by applicable law, in any case, our and our affiliates and licensor’s aggregate liability under these Terms is limited TO $1,000. This limitation oN the amount of liability applies to all claims, whether under contract, tort, or any other theory of LIABILITY, AND REGARDLESS of WHETHER THE LIABILITY ARISES FROM DAMAGES OR AN AWARD OF ATTORNEYS’ FEES AND COSTS.
13.2. Limitations on Liability and Damages. to the maximum extent permitted by applicable law, EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, punitive, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS INTERRUPTION, GOODWILL, RELIANCE, USE, OR LOSS OF DATA OR BUSINESS INFORMATION). Further, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE for any damages, compensation, OR reimbursement arising or in connection with: (i) your or any User’s inability to ACCESS AND OR use the Services or any CONTENT, for any reason; (ii) aN INTERRUPTION, suspension OR CESSATION of your or anY User’s access to or use of the Services OR Content, FOR ANY REASON; (iII) a SUSPENSION OR termination of AN Account; (Iv) a change, discontinuANCE, or DEPRECATION OF any of the Services (or all of the Services) or change or removAL OF ANY SERVICE CAPABILITIES; (v) scheduled and unscheduled interruptions or outages, for any reason, (vi) cost of procurement of substitute services or goods; (vii) any investments or expenditures; (VIII) any change, loss, deletion, damage, failure, disclosure, or unlawful (or unauthorized) access to any Content, including Your Content and THIRD PARTY CONTENT; (iX) ANY BUGS, VIRUSES, MALICIOUS CODE, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (X) ANY ERRORS OR OMISSION IN ANY CONTENT OR FOR ANY LOSS OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF AND CONTENT posted, emailed, transmitted or otherwise made available via the services. LIABILITY IS SO LIMITED AND EXCLUDED, WHETHER based on warranty, contract, tort, or any other legal theory, and whether or not WE are advised of the possibility of such damages.
14. Indemnification
14.1. General. Unless prohibited by applicable law, you will indemnify, defend, and hold harmless us, our Affiliates, and our licensors (and the respective employees, agents, officers, directors, members, managers, and owners of us, our Affiliates, and our licensors) from and against all damages, liabilities, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim concerning or arising from (each a “Third Party Claim”): (i) Your Content (including any damage caused by malicious or harmful code included in Your Content) or any allegation or claim that Your Claim infringes or misappropriated a third party’s Intellectual Property Rights or makes unlawful or unauthorized use of a third party’s trade secrets; (ii) your access or use of the Services or any Software or other Content available from or through the Services, including any use in violation of the Agreements; (iii) your breach of any representation, warranty, or other provision of these Terms; (iv) your violation of any law, rule, or regulation applicable to you (or your industry); (v) a dispute between you and any of your Carriers; and/or (vi) a dispute regarding or arising from any acts or omissions of any of your current or former employees or contractors.
14.2. Process. We will promptly notify you of a Third Party Claim, but our failure to provide prompt notice will only reduce your obligations to the extent that such failure substantially prejudices your ability to defend the Third-Party Claim. You will have control over the defense and may select your own counsel, however, at our election, we may select separate counsel to defend us at our expense. You may settle the Third Party Claim at your discretion, provided that any settlement which requires us to admit any liability or wrongdoing will require our prior written consent at our sole discretion. Further, any settlement which requires us to pay any money or incur any obligations may not be made without our prior written consent.
15. Dispute Resolution
15.1. Governing Law. These Terms, including related issues, and any dispute of any sort that might arise between you and us regarding or stemming from these Terms are governed by the laws of the State of Florida, without regard to its conflict of laws principles, except that (i) if you are a U.S. Government entity, the laws of the United States govern, and (ii) if you are a state or local government entity in the United States, the laws of your local state govern.
15.2. Precondition. You agree that as a condition for you to bring any legal claim against us (regardless of whether brought as a complaint or a counterclaim) relating in any way to these Terms or the Services, you must have provided us a Default Notice within 60 days that you first knew of (or with reasonable inquiry, could have discovered) the act or omission that gave rise to your claim.
15.3. Time Limitation. Any claim against us must be filed within 1 year that you first knew of (or with reasonable inquiry, could have discovered) the act or omission that gave rise to your claim.
15.4. Class Action Waiver. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
15.5. Small Claims. Any dispute relating in any way to these Terms or the Services where a party seeks aggregate relief of $7,500 or less will be adjudicated in any small claims court in Allegheny County, Pennsylvania and both you and we consent to exclusive jurisdiction and venue in those courts for such disputes.
15.6. Other Claims; Arbitration. Any dispute relating in any way to these Terms or the Services where a party seeks aggregate relief in excess of $7,500 will be adjudicated by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Both you and we consent to exclusive jurisdiction and venue in such arbitration proceedings for such disputes. The place of the arbitration shall be in the Pittsburgh, Pennsylvania metropolitan area. Both you and us will select a single arbitrator who is acceptable to the parties. If you and we cannot reach an agreement on a single arbitrator within thirty (30) days in which arbitration is demanded by the initiating party, you and we will each appoint an arbitrator and the two arbitrators selected will then select a third arbitrator. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all of its costs and fees. As used in these Terms, “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.
15.7. Equitable Relief. We may seek injunctive or other relief (without the necessity of posting a bond or demonstrating actual monetary damages) in any state, federal, or national court of competent jurisdiction for any actual or alleged unauthorized access or use of the Services or an infringement of our, our Affiliates, or any third party’s intellectual property or other proprietary rights.
16. Miscellaneous
16.1. No Exclusivity. We are free to offer the Services to other Carriers. Nothing in these Terms shall be interpreted to create any type of exclusivity for your use or access to the Services.
16.2. Entire Agreement. These Terms sets out all of the terms and are the entire agreement between you and us regarding its subject matter. The provisions, if any, located at a URL referenced in these Terms, as may be amended from time to time, are hereby incorporated by this reference. These Terms supersede all prior or contemporaneous representations, communications, understandings, or agreements between you and us, whether written or verbal, regarding its subject matter. In entering these Terms, you have not relied on, nor will you any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set out in these Terms. We will not be bound by, and specifically, object to, any term, condition, obligation, or other provision which is different from or in addition to the provisions of these Terms (regardless of whether it would materially alter these Terms) and which is submitted by you in order, receipt, acceptance, confirmation, correspondence, or other documents.
16.3. Language. All communications and notices to be made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms or any notice, the English language version will control if there is any conflict.
16.4. Notices. We may provide notices regarding us, our Site, and/or the Services by posting a notice on our Site and such notices will be effective when posted on the Site. We may also provide any notice to you regarding or pursuant to these Terms by emailing a message to the email address associated with your Account. You are solely responsible for ensuring that the email account associated with your Account is accurate and current, and you agree that any notice sent by email to such email address will be effective when sent, whether or not you actually receive the email. To give us a notice regarding these Terms, the Services, or your Account, you must provide the notice by emailing a message to our support team at [email protected]. Any such notice will be deemed effective 3 business days after it was received.
16.5. Force Majeure. We, our Affiliates and licensors, will not be liable for any failure or delay in performance of any obligation under these Terms where the failure or delay results from circumstances beyond our reasonable control, including acts of God, fire, explosion, earthquake, flood, storms or other elements of nature, blockages, pandemics, embargoes, riots, acts of civil or military authority, war, terrorism (including cyber-terrorism), labor disputes, strikes, acts or omissions of internet traffic carriers, internet service disruptions; utility failures, systemic electrical, telecommunications or other industrial disturbances, or actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services) (each an “Uncontrollable Event”).
16.6. Violations. If we reasonably believe that any of Your Content and/or Third Party Content violates the law, infringes or misappropriates the rights of any third party, or otherwise violates the terms of the Agreement (“Prohibited Content”), we may disable access to or remove the Prohibited Content from the Services, pursuant to the U.S. Digital Millennium Copyright Act (DMCA), or to comply with law or any judicial, regulatory or other government order or request. In the event that we disable access to or remove Prohibited Content without prior notice, we will provide prompt notice to you unless prohibited by law.
16.7. No Waiver. Neither you nor we will be deemed to have waived any rights by not exercising (or delaying the exercising) any rights provided under these Terms. All waivers by us must be in writing to be effective.
16.8. Confidentiality. You may use the Confidential Information only as permitted by these Terms. You will take all commercially reasonable efforts to avoid the unauthorized use, disclosure, dissemination, exploitation, or copying of any part of the Confidential Information, and will take, at a minimum, the measures you take to protect your own confidential or proprietary information. During the Term only, you may use the Confidential Information as reasonably needed for your use of the Services, but you will not disclose the Confidential Information during the Term nor at any time during the 3 year period following the end of the Term without our prior written consent, unless disclosure is required due to Legal Process. If disclosure is required by Legal Process, you will use commercially reasonable efforts to: (i) promptly notify us of the required disclosure before making the disclosure; and (ii) if applicable, comply with our reasonable requests regarding any lawful efforts to oppose the disclosure.
16.9. Assignments. We may assign these Terms, including our respective rights and obligations, to an Affiliate or a third party at our discretion. You may not assign these Terms, in whole or in part, or delegate or sublicense any of your rights and/or obligations under these Terms, without our written consent. Any other attempt to assign or transfer is void. Subject to the restrictions provided in the preceding two sentences, these Terms will be binding upon, and inure to the benefits of the parties and their respective successors and assigns.
16.10. No Agency. You and we are independent contractors. Nothing in these Terms will be interpreted to create any agency, partnership, or joint venture. We may develop (or have developed) or assist third parties with their development of products, services, Content, concepts, systems, and/or techniques that are similar to or compete with your products, services, Content, concepts, systems, and/or techniques.
16.11. No Third-Party Beneficiaries. Nothing in these Terms shall be interpreted to create or confer any rights or benefits for any third party.
16.12. U.S. Government Rights. The Services are developed solely at private expense and, as may be provided to the U.S. Government, are provided with the same rights and restrictions generally applicable to the Services. As provided to the U.S. Government, if applicable, the Service are provided as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data,” within the meaning of the applicable Federal Acquisition Regulation and agency supplements thereto. If you are using the Services on behalf of the U.S. Government and the terms of these Terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Services.
16.13. Construction and Interpretation. No inference in favor of, or against, us shall be drawn from the fact that we drafted all or any portion of these Terms. The titles and captions in these Terms are for convenience of reference only and do not define, limit or control the scope, intent, or effect of any part of these Terms. As used in these Terms, words of masculine, feminine or neuter gender shall mean and include the correlative words of the other genders, and words importing the singular number shall mean and include the plural number, and vice versa.
16.14. Severability. If any part of these Terms is held invalid, illegal, or unenforceable, such portion(s) will be interpreted to affect the intent of the original portion. If such construction is not possible, the invalid, illegal, or unenforceable portions will be severed from these Terms and the remaining portions of these Terms will remain in full force and effect.
16.15. Other Agreement. Except with respect to the Carrier Agreement, there is a conflict between these Terms or any other written agreement between you and us (“Other Agreement”) regarding the subject matter of these Terms, the documents will control (but only to the extent of such conflict) in the following order: (i) the Other Agreement if any; then (ii) these Terms. Any loads booked shall be subject to the Carrier Agreement and any Carrier Load Confirmation.
16.16. Apple Terms. If you are using Apple App Store Application, this Agreement supplements and incorporates (a) the Apple Terms and Conditions (located at www.apple.com/legal/internet-services/itunes/ca/terms.html#apps) including, without limitation, the Licensed Application End User License Agreement provided therein. If any of the provisions of the Apple Terms and Conditions conflict with the terms of this Agreement, the terms of this Agreement will control, solely to the extent such terms apply to the Application and services performed or provided by the Application. For the avoidance of doubt, Apple is not a party to the Agreement and Apple has no obligation to provide support and maintenance to the Application.
Without limiting the force of any disclaimers in this Agreement, to the extent that any warranty survives or exists notwithstanding all such disclaimers, and, to the extent the application fails to conform to such warranty, you may notify Apple of such failure and Apple may elect to refund to you any purchase price for the Application (if any) and then, to the maximum extent permitted by applicable law, Apple will have no other warranty obligations with respect to the Application. Apple is not responsible for addressing your claims or those of any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to legal or regulatory requirements; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that your possession and use of the Application infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Application.
Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance 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 of this Agreement. You hereby 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.
17. Definitions
Any reference in these Terms to “day” will be a calendar day.
The words “include” and “including” means “including but not limited to”.
“Account” means an account with us for the access and use of the Services, subject to terms of the Agreements as may be applicable.
“Account Settings” means those portions of the Site that are only accessible to Admins for the administration of the Carrier’s Master Account.
“Affiliate” means any individual, corporation, association, or other entity that directly or indirectly controls, is controlled by, or is under common control with the party in question. As used in this Agreement, the term “Control” (including the terms “controlling” and “controlled by” and “under common control with”) means either: (i) the actual power to direct or cause the direction of the management and policies of the other party, (ii) employing the other party; or (iii) ownership of more than 50% of the voting interests of the other party.
“API” means an application programming interface.
“Application” or “Applications” means any web, mobile, or other application(s) that are created for the Services, including any source code written by or for us to be used with the Services.
“Confidential Information” means all nonpublic information disclosed to you (or any of your Affiliates) by us, our Affiliates, business partners, or our or their respective employees, contractors, or agents that are designated as confidential or would normally under the circumstances be considered confidential information. Confidential Information includes: (i) nonpublic information relating to our or our Affiliate’s technology, Carriers, business plans, promotional and marketing activities, finances, and other business affairs; (ii) third-party information that we are obligated to keep confidential; and (iii) the nature, content, and existence of any discussions or negotiations between you and us or our Affiliates. Confidential Information does not include information that: (a) you can show by documentation that you already knew prior to our disclosure; (b) you can show by documentation that becomes public through no fault of you; (c) you can show by documentation was independently developed by you, or that was lawfully given to you by a third party who did not acquire or disclose the same by wrong or tortious act.
“Content” means, unless the context requires otherwise, Software (including machine images), APIs, code, software libraries, command-line tools, other related technology, data, text, files, audio, video, images, and/or other content.
“Carrier” means the approved carrier that is responsible for your Account and the Master Account that it is under, whether that party is you, your employer, or a third party.
“Freight agent” is an independent commission sales agent under contract with one or more of Freight Brokers and/or its Affiliates.
“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
“Legal Process” means a request for disclosure of data made pursuant to law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
“Privacy Policy” means our privacy policy, as may be updated by us from time to time, currently referenced at: https://legal.lboard.app/privacy, or an alternate site we identify.
“Security Concern” means any item, code, Content, or use or access of the Services which could result in (i) unauthorized access to the Services or Content, (ii) a security risk to the Services or any third party, (iii) subjecting us, our Affiliates, our Carriers, or any third party to liability, or (iv) a disruption of (a) the Services, (b) use and or access of the Services by us, our Carriers, you, or third parties, and or (c) our network or servers used to provide the Services.
“Software” means any downloadable tools, software development kits, or other such proprietary computer software.
“Suggestions” means all suggested improvements to or feedback regarding the Site and or Service that you provide to us.
“Term” means the period of time from the date when you first accepted these Terms to the date when these Terms are terminated pursuant to the provisions of the Agreements.
“Third Party Content” means Content made available to you by any third party for or in conjunction with the Services.
“User” refers to all Admins and Sub-Users, and all other parties that access or use the Site or Service under or through Carrier’s Master Account.
“Your Content” means Content you or another User inputs, adds, edits, or uploads to the Services under your Account or otherwise transfer, process, use or store in connection with your Account.