Terms & Conditions
Platform Terms and Conditions:
THESE CARRIER1 PLATFORM TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) GOVERN YOUR ACCESS TO AND USE OF THE CARRIER1 PLATFORM (AS DEFINED BELOW) AND IS BETWEEN CARRIER1, LLC (ALSO REFERRED TO AS “CARRIER1,” “WE,” “US,” OR “OUR”) AND THE ENTITY YOU REPRESENT, OR, IF YOU DO NOT DESIGNATE AN ENTITY, YOU INDIVIDUALLY (“CUSTOMER,” “YOU,” OR “YOUR”).
These Terms and Conditions together with the Order Form (defined below) constitute this “Agreement.” The specific features and usage of the Carrier1 Platform that you are entitled to access hereunder will be set forth in an Order Form signed by the parties or will be otherwise agreed to by the parties via a purchase order or through options in an online menu made available by Carrier1 and selected by you in an online portal hosted by or on behalf of Carrier1 (the “Order Form”).
This Agreement takes effect on the date Customer executes or otherwise assents to the Order Form (the “Effective Date”). You represent to us that you are lawfully able to enter into this Agreement. If you are entering into this Agreement for an entity, you represent to us that you have legal authority to bind that entity.
Each of Customer and Carrier1 may be referred to herein as a “Party” and together as the “Parties.”Carrier1 may change the terms and conditions of this Agreement from time to time by providing thirty (30) days’ prior notice to Customer. Customer can review the current version of this Agreement at any time at https://go.carrier1.io/terms-and-conditions. If Customer accesses the Carrier1 Platform after the date on which the revised Agreement becomes effective, Customer’s access will constitute acceptance of the revised Terms and Conditions. If any change to this Agreement is not acceptable to Customer, Customer’s only remedy is to stop accessing the Carrier1 Platform.
Background:
Carrier1 has developed a proprietary software-as-a-service platform designed to facilitate the operations of asset-based freight carriers (“Carriers”), including connecting those Carriers with the users of their services and the associated vendor groups supporting their operations (“Tenants”) (such platform, the “Carrier1 Platform”).
Carriers and Tenants, as well as any web or mobile app visitors, are referred to collectively as “Users.” The Carrier1 Platform includes any updates that are made generally available by Carrier1 to customers at no additional charge during the Term (as defined below), but expressly excludes any upgrades or additional services, features, or analytics that are made available by Carrier1 for an additional charge.
These Terms and Conditions are incorporated by reference into the Order Form to create this Agreement and will be incorporated by reference into each Future Order Form to create separate future agreements for the rights and services described in the applicable Future Order Form, in each case to the exclusion of any other terms or conditions that either party seeks to impose or incorporate or that are implied by course of dealing.
1. ACCESS TO PLATFORM
1.1 Carrier1 Platform
Carrier1 will make the Carrier1 Platform available to Customer via the Internet pursuant to this Agreement during the Term. Subject to the terms and conditions of this Agreement, Carrier1 hereby grants Customer a limited, non-exclusive, non-transferable (except as set forth in Section 10), non-sublicensable right to access and use the Carrier1 Platform during the Term solely for Carrier’s operational purpose as further discussed within the related Order Form.
1.2 Limitations
The following limitations and restrictions will apply to the Carrier1 Platform:
a. Customer will not provide access to the Carrier1 Platform to any person who is not an employee or contractor, unless otherwise agreed to in writing by Carrier1 (“Authorized Users”).
b. Except as expressly permitted hereunder, Customer will not and will not permit or authorize any third party to:
(i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Carrier1 Platform;
(ii) modify, translate, or create derivative works based on the Carrier1 Platform;
(iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or allow any lien, security interest, or other encumbrance on the Carrier1 Platform;
(iv) use the Carrier1 Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party;
(v) hack, manipulate, interfere with, or disrupt the integrity or performance of, or otherwise attempt to gain unauthorized access to, the Carrier1 Platform or its related systems, hardware, or networks or any content or technology incorporated in any of the foregoing; or
(vi) remove or obscure any proprietary notices or labels of Carrier1 or its suppliers on the Carrier1 Platform.
2. OWNERSHIP; RESERVATION OF RIGHTS
2.1 Customer Data
Customer or its licensors own the data input or uploaded by Customer into the Carrier1 Platform (“Customer Data”). Customer hereby grants Carrier1 the non-exclusive, worldwide, royalty-free, fully paid up, sublicensable, nontransferable (except as set forth in Section 10) right and license to:
(a) copy, use, modify, distribute, and display Customer Data solely to the extent necessary to perform its obligations under this Agreement;
(b) copy, modify, and use Customer Data in connection with internal operations and functions, including operational analytics and reporting, internal financial reporting and analysis, audit functions, archival purposes, and improving Carrier1’s products and services; and
(c) copy, use, modify, distribute, and display Customer Data on an aggregate and/or anonymized basis, solely to the extent that the aggregate data does not include information that identifies or would reasonably be expected to identify Customer.
As between the parties, Customer reserves any and all right, title, and interest in and to the Customer Data other than the licenses expressly granted to Carrier1 under this Agreement.
2.2 Ownership; Reservation of Rights
Customer acknowledges and agrees that Carrier1 retains all rights, title, and interest in and to the Carrier1 Platform, all copies or parts thereof, all improvements, updates, modifications, or enhancements thereto, and all intellectual property rights therein. Carrier1 grants no rights other than those expressly granted to Customer under this Agreement.
2.3 Feedback
Customer may provide suggestions, comments, or other feedback (“Feedback”) to Carrier1. Carrier1 will have full discretion to determine whether to proceed with development. Customer grants Carrier1 a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to copy, distribute, transmit, display, perform, create derivative works of, and otherwise use the Feedback.
2.4 Customer Responsibilities
Only authorized employees with unique logins may access the Platform. Customer will prevent unauthorized access, notify Carrier1 of any unauthorized use, and comply with documentation, this Agreement, and applicable laws. Customer is liable for all uses of its credentials.
2.5 Privacy; Data Security
Carrier1 will maintain reasonable administrative, physical, and technical safeguards to protect Customer Data, including physical security and personnel controls.
3. PROFESSIONAL SERVICES
3.1 Statements of Work
Carrier1 and Customer may enter into statements of work (“SOWs”) governed by this Agreement, describing services, fees, term, payment terms, and acceptance criteria.
3.2 Professional Services
Customer will provide necessary assistance. Delays caused by Customer may extend timelines or permit termination with notice.
3.3 Change Orders
Material changes require a written amendment or new SOW.
4. FEES; PAYMENT TERMS
4.1 Fees; Payment Terms
Customer will pay fees per the Order Form. Late payments accrue interest and may result in suspension.
4.2 Net of Taxes
Amounts exclude Taxes. Customer is responsible for all Taxes except those based on Carrier1’s income.
4.3 Overages
Carrier1 may modify fees if usage exceeds Baseline Usage.
5. TERM, TERMINATION
5.1 Term
Initial Term and automatic renewals apply unless notice of non-renewal is given.
5.2 Termination;
Effect Termination for breach with cure periods. Fees remain due. Customer may request data export within thirty (30) days.
5.3 Survival
Sections 2, 4, 5.2, 5.3, 6, 7.4, 8, 9, and 10 survive.
6. CONFIDENTIALITY
Defines Confidential Information, exclusions, permitted disclosures, protection obligations, remedies, and notice requirements.
7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMER
7.1 Representations and Warranties
Authority, no conflicts, binding agreement.
7.2 Customer Representations
Rights to provide Customer Data and compliance with law.
7.3 Uptime
Reasonable efforts for availability and support hours.
7.4 Disclaimer
Platform provided “as-is” with all warranties disclaimed to the extent permitted by law.
8. LIMITATIONS OF LIABILITY
8.1 Disclaimer of Consequential Damages
No liability for indirect or consequential damages except specified breaches and indemnities.
8.2 General Cap on Liability
Liability capped at fees paid in prior twelve (12) months.
8.3 Independent Allocations of Risk
Each limitation is severable and independent.
9. INDEMNIFICATION
9.1 By Carrier1
Defense and indemnity for IP infringement claims.
9.2 By Customer
Defense and indemnity for misuse or Customer Data.
9.3 Procedure
Notice, cooperation, and consent for settlements.
10. GENERAL
Marketing permissions, export controls, severability, assignment, entire agreement, governing law, jurisdiction, force majeure, notices, and injunctive relief provisions apply as stated.