U Route LLC

STANDARD TERMS AND CONDITIONS

Users agree that:

  1. The Website provides a platform through which Carriers, Receivers and Shippers:
    • (i) post information regarding their respective identity, related information and their separate requirements,
    • (ii) communicate, including the exchange of contract terms for the delivery of goods, and the offer and acceptance of those terms, and
    • (iii) track the progress of the delivery of goods.
  2. Use of the Website is only for purposes expressly permitted within the Website Use Agreement or in such other written agreement executed by U Route and the User.
  3. It will not to use the Website for any other purpose, including any other commercial purpose, without U Route's express prior written consent. For example, Users agree not to (and may not authorize any other party to:
    • (i) co-brand the Website, or
    • (ii) frame the Website, or
    • (iii) hyper-link to the Website,
    without the express prior written consent of an authorized representative of U Route.
  4. The access to or use by a User of the Website does not create any agency, joint venture, partnership or fiduciary relationship between U Route and the User. The manufacture, transportation or use of goods is not subject to the direction, control, management or supervision of U Route and U Route assumes no responsibility for any of the same.
  5. U Route, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers and members, shall have limited liability for direct or actual damages suffered by a User as a result of a breach by U Route of its obligations under its agreements with the User. The maximum liability for any claim against U Route by a User shall be limited to the sum of the invoice billings from U Route to the User in the 60 day period prior to the event claimed by the User to have resulted in compensable damages.
  6. U Route, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers and members, shall no liability for:
    • (a) Any inaccuracy or intentional or negligent misrepresentation of any fact or information posted by a Carrier, Receiver or Shipper on the Website. U Route assumes no obligation to conduct any investigation of, and does not warrant the accuracy of information posted by Carriers, Receivers or Shippers on the Website. Users must conduct such independent investigation of the information posted on the Website as the User deems appropriate to confirm the accuracy of the information posted.
    • (b) The inability of a Carrier, Receiver or Shipper to access or use the Website for whatever reason including the inoperability of the Website.
    • (c) Any damages resulting from the breach of contract between a Carrier and a Shipper including but not limited to delay or failure in providing goods for delivery or the delay or failure of timely delivery of goods, including the costs of cover for said breach.
    • (d) The unauthorized access to or use of the Website.
  7. U Route reserves the right to refuse access to or use of the Website for whatever reason including but not limited to a User's breach of these Terms and Conditions or the Website Use Agreement.
  8. U Route may charge interest at the highest legal rate from date of invoice if payment is not received by U Route within 35 days of invoice date.
  9. U Route does not represent or warrant that the use of the Website will meet a User's expectations, requirements, the results that are to be achieved from use of the Website, or that access to or use of the Website will not be suspended, interrupted, timely or without error.
  10. A User is responsible for maintaining the confidentiality of its password or access code and is responsible for all access to or use of the Website, whether or not authorized, through its password or access code.
  11. The Website and the source code of the Website are proprietary intellectual property of U Route and that the User will use the Website only as authorized, will not directly or indirectly access the source code, copy or reproduce any portion of the source code, the visual designs of the Website, the methods, reports or business models incorporated in the Website or otherwise copy, reproduce modify or alter the Website.
  12. Not to upload, transmit, or post an unsolicited e-mail, virus or other code destructive material.
  13. U Route maintains the right, without assuming any obligation to, review the material posted on the Website by a User and to remove any information or other material posted by a User on the Website that U Route, in its sole and absolute discretion, which U Route finds offensive, libelous, defamatory, pornographic, unlawful or otherwise objectionable.
  14. It will indemnify, defend and hold U Route, its affiliates and their respective directors, officers, employees, stockholders, members successors, assigns, representatives and agents (collectively, the "U Route Indemnitees") harmless from and against all losses, liabilities, damages, deficiencies, costs or expenses, including interest, penalties and attorneys' fees (collectively, "Losses"), actually incurred, suffered or paid, directly or indirectly, by the U Route Indemnities based upon, arising out of or otherwise in respect of claims by Users or third parties resulting from a :
    • (i) a breach or alleged breach of any these terms and conditions or other agreements between U Route and a User or between Users,
    • (ii) injury or damages to persons or property resulting from the delivery or use of goods,
    • (iii) material posted on the Website by any User, or
    • (iv) the access to or use of the Website.
    Without limiting the full obligation to indemnify U Route as above provided, each Carrier shall maintain coverage for bodily injury and property damage liability for all owned, hired or non-owned vehicle with an each accident limit of not less than $1,000,000. Carriers and Shippers shall maintain liability and contractual liability, coverage of not less than $1,000,000 per occurrence. Shippers shall maintain products liability insurance of $1,000,000 per occurrence.
  15. It will not to identify U Route on any transaction documents between Users. Users agree to comply with all federal, state and local laws, rules or regulations addressing the manufacture, delivery or use of goods transported through use of the Website.
  16. U Route reserves the right to change or modify these Terms and Conditions at any time and for any reason and without prior notice to Users. Use of the Website following a change in the Terms and Conditions constitutes a User's agreement to the Terms and Conditions as changed. U Route has no obligation to notify Users of any change to the Terms and Conditions. If the Terms and Conditions are changed, a new date will appear in the upper right hand corner of the Terms and Conditions which will constitute the effective date of the Terms and Conditions as amended.
  17. The failure of U Route to at any time to require performance by a User of any provision of these Terms and Conditions shall not be deemed a continuing waiver of that provision or a waiver of any other provision and shall in no way affect the full right to require such performance from the User at any time thereafter.
  18. If access to the Website is available through a handheld device, access to the Website by a Carrier while in motion is strictly prohibited and Carriers agree not to access the Website while in motion.
  19. Failure of a User to timely comply with the Website Use Agreement shall be a default by the User of its contractual arrangements with U Route. U Route may, in addition to seeking other remedies available under law, immediately terminate the User's access to or use of the Website.
  20. Users agree that information contained in another User's Profile is made available for use only to facilitate the transportation of goods. Any other use of information posted by another User is strictly prohibited and Users agree not to use the Website for any other purpose, to use the information contained in a User's Profile for any other purpose or to disclose the information contained in a User's Profile except to facilitate the transportation of goods through the Website.
  21. Carriers, Receivers and Shippers shall continually maintain the accuracy of the information posted in their Company Profile.
  22. The content accessible from the Website, and any other website owned, operated, licensed, or controlled by U Route is the proprietary information and property of U Route or the party that provided the content to U Route, and U Route or the party that provided the content to U Route retains all right, title, and interest therein. Accordingly, such content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of an authorized representative of U Route. In any event, Users may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the content. Modification or use of Website content except as expressly provided in these Terms and Conditions, violates U Route's intellectual property rights and/or the intellectual property rights of U Route's content provider(s). No intellectual property rights are transferred, assigned or licensed to Users by access to the Website.
  23. The Website may contain links to other websites, which are independent of U Route. U Route makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such website. Users who link to any other website do so solely at their own risk. From time to time, the Website may display or otherwise make available promotions, advertisements and/or offers provided by third parties ("Third Party Promotions"). Users hold U Route harmless from such use and agree that U Route shall have no liability whatsoever for such Third Party Promotions. Users who participate in, click on, or otherwise link to such Third Party Promotions do so solely at their own risk.
  24. Use of the Website is at the User's sole risk. The Website content is provided "AS-IS" and without warranties of any kind, either expressed or implied. U Route disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. U Route does not warrant that the functions or content contained in the Website will be uninterrupted or error-free, that defects will be corrected, or that the Website or the server that makes it available are free of viruses or other harmful components. U Route does not warrant or make any representation regarding use, or the result of use, of the content in terms of accuracy, reliability, or otherwise. The content may include technical inaccuracies or typographical errors, and U Route may make changes or improvements at any time. USERS, NOT U Route, assume the entire cost of all necessary servicing, repair or correction IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE OR ITS CONTENT. U Route MAKES NO WARRANTIES THAT USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. A User who is a California resident, waives California Civil Code Section 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
  25. U Route understands the value and importance of intellectual property rights and makes every effort to observe and respect the valid intellectual property rights of others. U Route has no responsibility of the content posted on the Website by a User. U Route takes all concerns related to intellectual property seriously and it is U Route's policy, at its discretion and in appropriate circumstances, to cancel, disable or terminate any User's access to the Website if such user infringes or appears to infringe the intellectual property rights of others. If a User believes that any material on the Website infringes a copyright, or any valid intellectual property right, please provide the following information to U Route.
    • (a) A physical or electronic signature that the submitter of the alleged infringement is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    • (b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on our website;
    • (c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
    • (d) Information reasonably sufficient to permit U Route to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
    • (e) A statement that the person submitting information of the alleged infringement has done so in good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • (f) A statement that the information in the notification is accurate, and under penalty of perjury, that person submitting the information is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    • Please provide the foregoing information to U Route P.O. Box 7061 Huntington Woods Michigan 48070.
  26. That U Route cannot and does not guarantee or warrant that files available for downloading from the Internet or through the Website will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. Users are responsible for implementing sufficient procedures and safeguards to satisfy their particular requirements for protection, accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data. U Route does not assume any responsibility or risk of loss for Users use of the Internet
  27. User agrees that its use of the Website shall be governed by Michigan law. User agrees that it shall be subject to the jurisdiction of the Oakland County Michigan Circuit Court or the federal district court located in the Eastern District of Michigan, Southern Division.
  28. Glossary of Terms:
    • Carrier(s) means the person or entity providing the equipment used to transport goods.
    • Carrier Dispatch Software means the use of the Website to dispatch, monitor and management of equipment and staffing for freight deliveries not originating by Shippers.
    • Company means Carriers, Receivers, or Shippers.
    • Company Profile means the information posted by Carriers, Receivers or Shippers on the Company's Profile Page maintained on the Website.
    • Receiver(s) means the person or entity to whom goods are being delivered.
    • Shipper(s) means the person or entity that contract through the U Route website for the delivery of goods.
    • Use Fee means the charge for our use of the Website.
    • User means the person or entity who or on whose behalf the U Route website is accessed. The term User includes, among other, Carriers, Receivers and Shippers.
    • U Route means U Route LLC, a Michigan limited liability company.
    • Website means the U Route web application.
    • Website Use Agreement means the agreement which identifies the Use Fee and incorporates these Terms and Conditions