Shipper Terms & Conditions
Last updated: December 4, 2023.
Last updated: December 4, 2023.
FreightHero Inc. (“FreightHero”, “we”, “us”, or “our”) is the owner and operator of the FreightHero mobile application (the “App”) and online platform (the “Site”, and together with the App, the “Service”) that enables motor carriers and shipping service providers (each, a “Transporter”) to transact with entities that wish to ship and deliver cargo (each, a “Shipper”). “Transporters” and “Shippers” are collectively referred to as “Users”. The Service provides a marketplace in which Shippers can upload details of a request for shipping services from one or more Transporters (each, a “Transport Request”) and Transporters are provided with an opportunity to bid on the Transport Requests via an auction process on the Service. These Shipper Terms of Service (these “Terms”) and our Privacy Policy govern the Shipper’s access to and use of the Service.
Additional terms and conditions may apply with respect to the creation, acceptance, performance, and completion of any shipments and transactions that are subject to a Transport Request (collectively, the “Additional Terms”). The Additional Terms are imposed directly upon a Transporter by a Shipper in connection with each Transport Request, as further described in these Terms. The Additional Terms may include, but are not limited to, rules, guidelines, policies, requirements, and standard operating procedures of the Shipper. The Additional Terms do not form part of these Terms and the Transporter and Shipper are solely responsible and liable for the preparation, review, acceptance, compliance with, and enforcement of the Additional Terms as between the Transporter and the Shipper.
By accessing or using the Service, the Shipper signifies their agreement to be legally bound by these Terms and acknowledges and agrees that the Shipper has been provided with an express opportunity to accept or decline these Terms. If a Shipper does not agree to these Terms, the Shipper should not access or otherwise use the Service. If the individual who accepts these Terms is accepting these Terms for or on behalf of a company or legal entity, that individual represents and warrants that they have the authority to bind that company or legal entity, in which case the term “Shipper” also refers to the company or legal entity. If the individual who accepts these Terms does not have authority to do so, or does not agree with these Terms, that individual and the company or legal entity they represent may not access or use the Service. All Shippers represent and warrant that they are in good standing and have all authority, power, and capacity to enter into and accept these Terms.
Shippers shall be responsible and liable for the acts and omissions of any personnel used or commissioned by the Shipper to perform, provide, or otherwise contribute to the Shipper’s performance of the Shipper’s services or obligations under these Terms, including, without limitation, any employees or independent contractors of the Shipper. Any breach or failure to comply with these Terms by the Shipper’s personnel shall be deemed a breach of these Terms by the Shipper for which the Shipper will be responsible and liable.
Shipper acknowledges and agrees that Shipper has had independent legal advice or the opportunity to receive independent legal advice in connection with Shipper’s acceptance of these Terms. Shipper further acknowledges and agrees that Shipper has read these Terms in their entirety, understands the contents of these Terms, and is accepting these Terms voluntarily and without duress or undue influence from any person.
To the extent permitted by applicable law, we reserve the right, at our discretion, to amend these Terms at any time without prior notice to Shippers. The date on which these Terms were last amended is shown at the beginning of these Terms. Shippers are responsible for verifying whether any amendments have been made and we ask that all Shippers periodically check the date and review these Terms for the latest version. If a Shipper objects to any amendment to these Terms, the Shipper must stop accessing and using the Service. A Shipper’s continued access to or use of the Service constitutes the Shipper’s acceptance of these Terms, as amended.
To use the Service, the Shipper must create an account, specifying they are a Shipper. To create an account for the Service, an individual must be at least 18 years of age (or the legal age of majority in the jurisdiction of the individual’s residence). To create an account on the Service, an individual will be required to submit certain information, including, without limitation, personal information and payment information. The manner in which we collect, use, and disclose personal information is described in our Privacy Policy which can be found at https://www.freighthero.io/privacy-policy. Our Privacy Policy forms part of these Terms and is incorporated into these Terms by reference.
Shippers are responsible for ensuring that their account information is accurate and complete at all times. Shippers are responsible for all activity that occurs on their account and agree to maintain the secrecy and security of their login credentials at all times. Each Shipper may only possess one account on the Service at any time and is not permitted to allow others to access or use their account. Each Shipper agrees to immediately notify FreightHero in the event that the Shipper becomes aware of any unauthorized access to or use of their account or the account of another User. FreightHero will not be responsible or liable for any loss, liability, or damage that is the result of a Shipper’s failure to comply with or fulfill their requirements in connection with their use of the Service.
Subject to Shipper’s compliance with these Terms, FreightHero grants the Shipper a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Service for Shipper’s internal business use. FreightHero does not grant any Shipper or any third party any right, title, or interest in or to the Service other than as expressly set forth in these Terms. We reserve all rights in and to the Services that are not expressly granted under these Terms.
All Shippers acknowledge and agree that the Service is only a venue for connecting Transporters to Shippers and FreightHero is not involved in the actual provision of services or performance of the obligations of Transporter or Shipper. Transporter is solely responsible and liable for Transporter’s interactions with Shippers and Shipper is solely responsible and liable for Shipper’s interactions with Transporters. If a Shipper has a dispute with one or more other Shippers or Transporters, each User involved in the dispute hereby releases FreightHero and its officers, directors, agents, investors, affiliates, and personnel (collectively, the “FreightHero Parties”) from and against any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct or indirect, arising out of or in any way connected with such dispute.
As a condition of accessing and using the Service, a Shipper must fulfill and comply with the obligations and requirements set out below. Shipper represents, warrants, and covenants that:
(a) Compliance with Laws. Shipper has and will maintain all necessary licences, permits, registrations, approvals, and consents as are required to perform Transporter’s obligations in connection with the Service in accordance with all applicable laws. Shipper will comply with all applicable laws in connection with Shipper’s performance of Shipper’s obligations under these Terms and Shipper’s use of the Service.
(b) Transport Requests. When posting a Transport Request, a Shipper must provide all information and data that is (i) required by the Service in an accurate and complete manner as part of the Transport Request; and (ii) reasonably required by Transporter to complete the shipment that is subject to the Transport Request (collectively, the “Load Details”). The Load Details shall include, but are not limited to, the address of the pickup location, the address of the drop off location for the load, the pickup date and time for the shipment, a reasonably detailed description of the load (including, weight, size, and commodity type), the type of packaging, the vehicle type required, the business name and contact information of the person(s) accepting delivery of the load, the hours of operation of delivery location, and any other relevant information reasonably required for the Transporter to be able to complete the shipment.
(c) Additional Terms. When posting a Transport Request, a Shipper must provide as part of the Transport Request any and all Additional Terms that apply to the Transport Request. If a Shipper fails to include any such Additional Terms at the time the Transport Request is posted, such Additional Terms will not apply to the Transport Request and the Transporter that is awarded the load subject to the Transport Request will not be required to comply with the Additional Terms, unless the Transporter and the Shipper otherwise agree in writing. The Additional Terms must be included in the “Additional Instructions” field in the Transport Request form that Shippers complete.
(d) Binding Commitment. When a Shipper posts a Transport Request and a Transporter submits a bid for the Transport Request, the Shipper’s acceptance of the bid creates a binding contract between the Shipper and the Transporter with respect to the shipment of the load(s) that is/are subject to the Transport Request.
(e) Cancellations. A Shipper may cancel a Transport Request at any time prior to the Transport Request being awarded to a Transporter. After a shipment has been awarded to a Shipper, the Shipper may cancel the shipment at any time prior to twelve (12) hours prior to the original pick-up time for the shipment as set forth in the Transport Request. Where a Shipper cancels a shipment less than twelve (12) hours prior to the original pick-up for the shipment, then the Shipper shall pay the following cancellation fees:
(i) if the shipment is cancelled eight (8) to twelve (12) hours prior to the scheduled pick-up time, the Shipper shall pay a cancellation fee of $250;
(ii) if the shipment is cancelled four (4) to eight (8) hours prior to the scheduled pick-up time, the Shipper shall pay a cancellation fee of $250 and the Service Fee (as defined below); and
(iii) if the shipment is cancelled within four (4) hours of the scheduled pick-up time, the Shipper shall pay a cancellation fee of $300 and the Service Fee.
The Shipper acknowledges and agrees that the cancellation fees and the Service Fee will be paid to Transporter and FreightHero, each as applicable, out of the amounts that FreightHero has received in its account in connection with the shipment. FreightHero will pay the cancellation fee to the Transporter and will retain the applicable Service Fee.
(f) Transactions. All monetary transactions between and among Transporters and Shippers in connection with any Transport Request must be conducted through the Service. Shippers are not permitted to make payments directly to Transporters in connection with any Transport Request.
(g) Bill of Lading. A Shipper must prepare and provide to the Transporter a bill of lading for each shipment. The bill of lading must contain the following information: the names and addresses of Transporter and Shipper, the address for the pickup location and the drop off location for the load, the pickup and delivery dates, a reasonably detailed description of the load (including, weigh, size, and commodity type), and any other relevant information that is required by applicable law. Shipper shall ensure that the bill of lading accurately reflects the shipping instructions, freight protection requirements, the nature, size, and quantity of the load, and is in good condition.
(h) Preparation of Load. Shipper is responsible and liable for the storage, preparation, packaging, loading, bracing, and securing all goods that are included in any loads, including, without limitation, for ensuring that a Transporter complies with any shipping instructions (or other Additional Terms) with respect to the storage, preparation, packaging, loading, bracing, or securing any shipment.
(i) Inspections. Shipper must permit the Transporter to complete an inspection of the load and shall provide the Transporter with reasonable support and assistance in connection with such inspection, including, without limitation, providing the Transporter with reasonable access to the load, Shipper’s personnel, and any other documentation or resources reasonably required for Transporter to properly inspect the load.
(j) Respect. Shipper and their personnel will treat all Transporters professionally and respectfully, and will not discriminate against or harass any Transporters.
All Shippers acknowledge and agree as follows:
(a) Payment by Shipper. When a shipment is awarded by a Shipper to a Transporter in connection with a Transporter’s successful bid on a Transport Request, the Shipper shall pay to FreightHero (i) the full cost of the shipment to be paid to the Transporter (the “Shipment Fee”); (ii) a fee of five per cent (8%) of the Shipment Cost to be retained by FreightHero (the “Service Fee”); (iii) a payment processing fee to be paid to FreightHero’s and/or FreightHero’s third party payment processor, including, without limitation, credit card payment processing fees and e-transfer fees (the “Transaction Fee”); and (iv) all applicable taxes. FreightHero will retain the Shipment Fee, Service Fee, and applicable taxes in its accounts until the shipment has been completed and verified in accordance with these Terms. The Transaction Fee will be paid to and retained by the payment processor at the time the transaction is processed.
(b) Payment to Transporter. To be eligible to receive the payment of the Shipment Fee, the Transporter must successfully complete the shipment and verify that the shipment has been completed in accordance with these Terms by providing the Shipper with the completed bill of lading through the Service. The Shipper will have two (2) business days to review the bill of lading following the Transporter’s upload of the bill of lading (the “Review Period”) to determine if there are any deficiencies. If the Shipper does not identify any deficiencies during the Review Period by providing FreightHero written notice of such deficiency, then the Shipper will be deemed to have accepted that the shipment was properly completed. For all successfully completed shipments, FreightHero will pay the Shipment Fee to the Transporter within fourteen (14) days. In the event that FreightHero or the Shipper identify any deficiencies with respect to the completion of the shipment, including, without limitation, any deficiencies with the bill of lading, FreightHero may withhold the payment of the Shipment Fee until such time as the matter is resolved by the parties. Transporters will not be paid for shipments that have not been successfully completed and verified in accordance with these Terms. Payment of the Shipment Fee to Transporters will be made by e-transfer in accordance with the payment directions provided by Transporter to FreightHero in the Transporter’s account.
(c) Taxes. Shippers will be solely responsible and liable for the payment of any taxes, duties, or other governmental charges in connection with the Shipper’s use of the Service.
In addition to the obligations and requirements set forth in Section 8, each Shipper further acknowledges and agrees that the Shipper shall not:
(d) attempt to access another User’s account, including, without limitation, by attempting to access or use another User’s login credentials or personal information to access, use, or create an account unless expressly authorized to do so in accordance with these Terms;
(e) use the Service for a commercial purpose or for the benefit of any third party in a manner that is not permitted by these Terms;
(f) rent, lease, lend, sell, distribute, redistribute, or sublicense the Service, or make the Service available, including over a network where it could be used by multiple devices at the same time;
(g) copy, collect, store, scrape, frame, reorganize, manipulate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, any updates, or any portion thereof, including mirroring or framing any portion of the Service;
(h) modify, adapt, distribute, or hack the Service or modify any website so as to falsely imply that the Shipper is associated with FreightHero or the Service;
(i) use our Service to violate the legal rights (including the rights of publicity and privacy) of others or to violate the laws of any jurisdiction;
(j) upload or otherwise transmit files that contain any viruses, malicious code, or corrupted data;
(k) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by FreightHero, may harm us or Users of the Service or expose them or us to liability;
(l) use any robot, spider, or other automatic device, process, or means to access the Service or Vehicle Service;
(m) mirror or frame any part of the Service, or any content they contain, without our prior written consent or as expressly permitted in these Terms;
(n) take any action that imposes an unreasonable or disproportionately large load on the Service or our information technology or communication systems or infrastructure;
(o) transmit or disseminate any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, or other form of solicitation or commercial electronic message through the Service;
(p) remove any copyright, trademark, or other proprietary notices from any portion of the Service;
(q) violate any applicable law;
(r) cause nuisance or property damage, whether to us, other Users or any other third party, while using the Service;
(s) engage in any conduct which FreightHero, in our sole discretion, deem to be detrimental to our interests, including acting or failing to act in a manner that is contrary to these Terms, or intentionally interfering with the Service; or
(t) encourage or enable any other person or entity to do any of the above.
Engaging in prohibited conduct constitutes a breach of these Terms and may subject the Shipper to civil liability or criminal prosecution under applicable laws. We reserve the right to investigate and/or terminate Shipper’s account, without a refund of any purchases or settlement of any outstanding accounts, if a Shipper has violated these Terms, misused the Service, Content, or Trademarks, or acted in a manner that we regard as inappropriate or unlawful.
Each Shipper is and will remain at all times an independent contractor not an employee or dependent contractor of FreightHero. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, agency, fiduciary, or employment relationship between a Shipper and FreightHero for any purpose. Shippers will not be eligible to participate in any benefit or compensation plans offered by FreightHero to its employees, including, without limitation, any payments under any employment standards legislation. FreightHero will have no responsibility or liability for withholding or remitting any income, payroll, or other federal or provincial taxes, including, without limitation, employment insurance remittances, Canada Pension Plan contributions, or employer health tax or worker’s compensation insurance premiums for Shippers and Shippers are responsible for these withholding, remitting, and registration obligations.
While we try to keep downtime to a minimum, FreightHero is not able to promise that the Service or availability of the Service will be uninterrupted, secure, or error-free. We reserve the right to interrupt/suspend the operation or availability of the Service or any part thereof, with or without prior notice for any reason. Shippers shall not be entitled to any compensation or refund for the interruption of the Service or the availability of the Service. FreightHero will make commercially reasonable efforts to ensure that the Service is available and functional 99.95% of the time during each calendar month, subject to scheduled downtime. Shippers will be notified of scheduled downtime not less than twenty-four (24) hours in advance of the scheduled downtime and FreightHero will make commercially reasonable efforts to schedule the scheduled downtime in a manner that minimizes disruption to the Shipper’s access and use of the Service. FreightHero will provide an estimate of the length of the scheduled downtime when we notify Shippers of the scheduled downtime. Shippers will be informed of scheduled downtime by email.
All Shippers acknowledge and agree that:
(a) FreightHero is not a transportation or shipping service provider in any way, does not perform or provide services as a transporter, carrier, courier, or other shipping provider, and does not participate in the shipment of loads. FreightHero connects Transporters to Shippers through the Service and any responsibility and liability for the provision of services or the performance of any obligations by a Transporter or Shipper will rest with the applicable Transporter or Shipper. It is a Transporter’s responsibility to determine whether the Transporter wishes to provide the Transporter’s services to a Shipper. It is a Shipper’s responsibility to determine whether the Shipper wishes to retain a Transporter to provide the Transporter’s services to the Shipper.
(b) FreightHero cannot and does not guarantee or ensure that any User will provide their services or perform their obligations under these Terms. FreightHero has no control over the quality or safety of the services or actions that occur as a result of a User’s access to or use of the Service.
(c) FreightHero cannot and does not guarantee or ensure that a User is who the User claims to be. We are not responsible or liable for the conduct, whether online or offline, of any User.
(d) All Users are solely responsible for obtaining and maintaining internet and data network access, device hardware, and other equipment necessary to access and use the Service. All Users are solely responsible for all charges and fees in connection with foregoing. The FreightHero Parties will not be responsible or liable for any malicious or harmful code, software, files, or programs that may infect or otherwise impact a User’s use of the User’s device or other property on account of the User’s access to or use of the Service. FreightHero recommends that Users install appropriate anti-virus or other protective software.
(e) Electronic communications, including, without limitation, over the internet and through email, are not a secure means of communication and the privacy, integrity, and authenticity of any communication over the internet with any User (or between any Users) is a risk for which FreightHero will not be responsible or liable in any circumstance.
The use of the Service is at each Shipper’s own risk. The Service is provided to Shippers on an “as is” and “as available” basis with all faults. Since the Service is provided to Shippers “as is”, all Shippers agree that the FreightHero Parties will not be liable to any Shipper or to any third party for any delay in delivery, or failure to deliver, any communications or other information that a Shipper submits using the Service. Since the Service is provided to Shippers “as available”, all Shippers agree that the FreightHero Parties will not be liable to any Shipper or any third party for any modification, suspension, or discontinuance of the Services or any Shipper’s ability or inability to access or use the Service, in whole or in part.
To the maximum extent permitted by applicable law, the FreightHero Parties expressly disclaim all representations, conditions, guarantees, and warranties of any kind, whether express, implied, or statutory, including, without limitation, the implied warranties or conditions of merchantability, merchantable quality, satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement. In addition, FreightHero makes no condition, representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Service or any services requested or provided by Users through their access to or use of the Service. For clarity, and without limiting the generality of the foregoing, FreightHero is not responsible and does not guarantee that shipments will be made on time or that cargo will be complete or undamaged as these matters are the responsibility of Shippers and Transporters.
FreightHero makes no representation or warranty and does not guarantee the reliability, quality, qualifications, suitability, capability, safety, ability, or availability of any User or any services requested through the use of the Service, including, without limitation, any service or obligation of any Transporter or Shipper, as applicable. All Shippers agree that the entire risk arising out of the access to or use of the Service, and any service requested or provided in connection with the Service, remains solely with the Shipper, to the maximum extent permitted under applicable law.
(a) Indemnification by Shippers. Each Shipper agrees to defend, indemnify, and hold harmless the FreightHero Parties from and against any losses, liabilities, obligation, damages, judgements, fines, penalties, costs, and expenses (including, without limitation, reasonable legal fees and disbursements) (collectively, “Losses”) that are incurred by the FreightHero Parties (or any of them) as a result of or in connection with any claim, demand, action, or proceeding brought or threatened against the FreightHero Parties (or any of them) relating to or arising out of: (i) Shipper’s provision or performance of any services under or in connection with the Service or these Terms, including, without limitation, for or on behalf of any Shipper; (ii) Shipper’s breach of these Terms; (iii) the authorized use of Shipper’s User Content in accordance with these Terms by the FreightHero Parties or any User; (iv) Shipper’s violation of any third party right, including, without limitation, intellectual property right, real property right, personal property right, or right of privacy; (v) any activity conducted through Shipper’s account by a third party; (vi) any bodily injury or death of any person, or damage to property as a result of Shipper’s acts or omissions; (vii) the negligence, willful misconduct, recklessness, or fraud of Shipper; or (viii) any breach or failure by Shipper to comply with applicable law, regulatory, requirements, or safety guidelines, including, without limitation, in connection with Shipper’s performance of its obligations under the Terms or Transporter’s access to or use of the Service.
To the maximum extent permitted by applicable law, the Shipper agrees that under no circumstance will the FreightHero Parties be responsible or liable to Shipper, any other User, or any third party under any theory of liability (whether contract, tort (including, negligence or gross negligence), common, civil, or regulatory law (including, privacy or data protection laws) or otherwise)) for any indirect, incidental, special, consequential, punitive, or exemplary damages, including, without limitation, lost profits or loss of goodwill, use, or data, or the cost of procurement of substitute services (even if the FreightHero Parties have been advised or should have known of the possibility of such damages), that are, directly or indirectly, related to the access to or use of the Service. For clarity, and without limiting the generality of the foregoing, Users are not agents or representatives of the FreightHero Parties. All Users are independent third parties. Under no circumstances will the FreightHero Parties be liable for the acts or omissions, including, without limitation, the provision or performance of any services or obligations in connection with the Service, of any User. To the maximum extent permitted by applicable law, the FreightHero Parties will not be responsible or liable to Shipper, any other User, or any third party under any circumstance for loss, damage, or injury, including, without limitation, death, personal injury, or damage to property.
The total aggregate liability of the FreightHero Parties for direct damages to a Shipper arising out of or in connection with (a) the access to or use of the Service; and (b) these Terms will be limited to the amount paid to FreightHero in connection with the Transport Request in connection with which the liability arose.
Some jurisdictions do not allow the limitation of liability in the manner contemplated by this Section 16, so some of the above limitations may not apply to Shippers in such jurisdictions.
These Terms will become effective and binding upon a Shipper upon the Shipper’s acceptance of these Terms. These Terms will remain in full force and effect and binding upon a Shipper unless and until these Terms are terminated by FreightHero. FreightHero may, in its sole discretion, suspend or terminate a Shipper’s account or the Shipper’s right to access or use the Service if FreightHero determines, in its reasonable discretion, that the Shipper has violated these Terms. Any suspension of a Shipper’s access to or use of the Service will be for such period of time as FreightHero may reasonably determine in its sole discretion. The FreightHero Parties will not be liable for any loss, liability, injury, or damage of any kind arising from (a) any suspension or termination of these Terms by FreightHero; or (b) FreightHero’s suspension or termination of any Shipper’s access to or use of the Service.
Shippers may be able to access links to other websites or resources through the Service. These links are provided solely as a convenience to Shippers and are not an endorsement by FreightHero of any third party or their products or services. If a Shipper decides to access or use a third party website or resource, the Shipper does so at the Shipper’s own risk. FreightHero has no control over third party websites or resources and is not responsible or liable for any Shipper’s access to or use of any third party websites or resources. Shippers should review the terms of use and privacy policy for all websites that Shippers visit.
FreightHero permits Users to upload, post, and otherwise provide information, data, documents, images, materials, and other content on and through the Service (collectively, “User Content”). By uploading, posting, or otherwise providing User Content on or through the Service, Shipper hereby grants to (a) FreightHero a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free, right and license to host, store, reproduce, use, transmit, display, make available, distribute, modify, and otherwise exploit the User Content, in whole or in part, for and in connection with FreightHero’s operation of the Service and the business, commercial, and promotional purposes of the FreightHero; and (b) each other User a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free, right and license to host, store, reproduce, use, transmit, display, make available, distribute, modify, and otherwise exploit the User Content solely as reasonably necessary to perform such User’s services and obligations in connection with their access to and use of the Service.
Each Shipper represents, warrants, and covenants as follows with respect to their User Content: (a) the Shipper has obtained all necessary rights and licences to any User Content to grant the rights granted to FreightHero and other Users under this Section 19; (b) the Shipper has waived (or has secured waivers of) all moral rights (and other similar rights) that the Shipper or any person involved in the creation of the User Content may have, now or in the future, with respect to the User Content; (c) the User Content is accurate and complete (where it states facts) or genuinely reflects true experience or opinion (where it states opinions); (d) the User Content does not and will not infringe any intellectual property rights, rights of privacy, or rights of publicity; (e) the User Content will not be unlawful, deceptive, misleading, fraudulent, threatening, libelous, defamatory, obscene, pornographic, profane, or sexist; and (f) the User Content will not reveal any personal information of another individual without the Shipper first having obtained the consent of that individual.
FreightHero is not obligated to monitor the content or accuracy of User Content. Each Shipper acknowledges and agrees that FreightHero may, in its reasonable discretion, monitor and remove, without notice, any User Content, including, without limitation, by deleting or removing any User Content that we believe violates these Terms.
The Service, including, without limitation, all underlying software, code, data, technology, know-how, intellectual property, and intellectual property rights therein and thereto, are and will remain our sole and exclusive property (the “FreightHero IP”). No license or any other right is granted to any such FreightHero IP. All rights not expressly granted to Shippers under these Terms are reserved to FreightHero and its licensors.
All works, materials, and content that is made available on or that forms part of the Service, excluding User Content (collectively, the “Content”) is owned by FreightHero and is protected by Canadian and international intellectual property laws. The compilation (i.e., the selection, collection, arrangement, and assembly) of the Content is the exclusive property of FreightHero and is also protected by Canadian and international copyright laws. All rights in and to the Content are reserved by FreightHero except to the extent of the limited licence expressly granted to Users in these Terms with respect to their access to and use of the Service.
Each Shipper acknowledges and agrees that any and all data, performance metrics, analytics, reports, know-how, or other information related to the functionality or performance of the Service (collectively, “Data”), regardless of how, when, or by whom they are created, are, will be, and will remain the sole and exclusive property of FreightHero. Each Shipper further acknowledges and agrees that the Data is an original compilation protected by copyright law, FreightHero has dedicated substantial resources to collect, manage, and compile the Data, and the Data constitutes trade secrets of FreightHero. All rights in and to the Data, and the intellectual property in and related to the Data, are expressly reserved by FreightHero.
FreightHero trademarks are and will remain the sole and exclusive property of FreightHero, including, without limitation, any trademarks, brands, or logos that are used by FreightHero in association with the Service (collectively, the “Trademarks”). No right or license in or to the Trademarks is granted to any Shipper and no Shipper may use or display the Trademarks without the prior written consent of FreightHero. Any use or display of the Trademarks by a Shipper shall be in strict accordance with FreightHero’s branding guidelines provided to a Shipper from time to time. Any goodwill arising from such use or display of the Trademarks shall accrue exclusively to FreightHero. All rights in and to the Trademarks, and the intellectual property in and to the Trademarks, are expressly reserved by FreightHero.
If a User believes that material or content that resides or is accessible on or through the Service infringes a copyright, please send a notice of claimed infringement to FreightHero, either by email at support@freighthero.io or by mail to the following address: 530-300 Greenbank Road. Ottawa, Ontario, Canada. K2J 4P6. The notice should contain the following information:
The notice may not contain any of the following:
If the notice is not compliant with these requirements, FreightHero will have no legal or other obligation to take any action in relation to the claimed infringement.
If a proper bona fide infringement notice is received in accordance with these Terms, it is FreightHero’s policy to remove or disable access to the infringing material; notify the User that posted, submitted, or uploaded the subject content that FreightHero has removed or disabled access to the material; and where FreightHero deems appropriate, discipline repeat offenders, in accordance with applicable laws, by suspending or terminating the offender’s access to or use of the Service, in whole or in part.
(a) Between Users. To the maximum extent permitted by applicable law, any disputes between Users (e.g., between a Transporter and a Shipper) will be resolved by FreightHero, acting in its sole and absolute discretion. By using the Service, all Shippers agree to be bound by and abide by any decisions taken by FreightHero in the course of resolving a dispute between Users.
(b) Between Shippers and FreightHero.
(i) To the maximum extent permitted by applicable law, Shippers and FreightHero first agree to attempt to resolve any dispute arising under or in connection with these Terms or the Service between Shippers and FreightHero on an individual basis. If a Shipper has a question about the Service, please contact FreightHero first. In the event FreightHero and the Shipper are unable to resolve the dispute directly following a reasonable period of good faith negotiation between the Shipper and FreightHero, the Shipper and FreightHero agree to resolve any and all disputes or claims through binding arbitration instead of in courts of general jurisdiction, and only on an individual basis. The Shipper and FreightHero will initially bear their own legal fees and expenses in connection with any dispute resolution.
(ii) Arbitration. If FreightHero and the Shipper are not successful in resolving the dispute through good faith negotiation, then the Shipper and FreightHero agree that the dispute will be referred to arbitration before a single arbitrator and will be conducted under the rules and procedures of the Arbitration Act, 1991 (Ontario).
(A) Selection of Arbitrator. There will be one arbitrator chosen by and acceptable to the Shipper and FreightHero, who is qualified by education and training to decide upon the particular matter to be decided. If the Shipper and FreightHero cannot agree on a suitable arbitrator within fifteen (15) days, then either may apply to the court to appoint one pursuant to Section 10 of the Arbitration Act, 1991 (Ontario).
(B) Qualifications of Arbitrator. Any arbitrator under this Section 22 will be impartial in fact and appearance, not an advocate of any party. The arbitrator will not have: (a) any direct or indirect financial or personal interest in the outcome of the mediation or arbitration; or (b) any past, present or anticipated financial, business, professional, family, social, or other relationship which is likely to affect impartiality or which might reasonably create the appearance of partiality or bias. Any arbitrator under this Section 22 will be required to disclose to each of the parties any such interest or relationship, and the Shipper and FreightHero may agree to waive the requirements of the preceding sentence as to any interest or relationship so disclosed.
(C) Location. Unless otherwise agreed by the Shipper and FreightHero, any arbitration under this Section 22 will be held in Toronto, Ontario.
(D) Arbitration Decision. The arbitrator will render his or her decision in writing (with specific findings of fact and conclusions of law and a detailed opinion describing how the application of such law to such fact resulted in the arbitrator’s decision) not later than thirty (30) days after the final statements and proof have been submitted and any hearing on the matter is closed. In no event shall the arbitration last longer than four (4) months, unless this time period is extended on consent, and the parties agree to take such steps with respect to the filing of evidence and the scheduling of a hearing, to allow this deadline to be met. The decision of the arbitrator will be conclusive and binding upon the Shipper and FreightHero; provided, however, that the arbitrator’s decision will be subject to judicial review, and the reviewing court may vacate, modify or correct the arbitrator’s decision as appropriate, (a) where the arbitrator’s material findings of fact are not supported by the evidence, (b) where the arbitrator’s material conclusions of law are erroneous, or (c) as otherwise provided by applicable law.
(E) Costs. In connection with any arbitration under this Section 22, the costs of any arbitrator, court reporter, hearing rooms and other common costs will be divided equally among the parties. Each party will bear the cost and expense of preparing and presenting its own case (including, but not limited to, its own attorney fees and costs of witnesses); provided that, the arbitrator, but not a mediator, may require, as part of his or her decision, reimbursement of all or a portion of the prevailing party’s actual legal fees and expenses by the other party.
To the maximum extent permitted by applicable law, any claim a User may have must be brought individually, in the User’s individual capacity and not as a representative plaintiff or class member, and the User will not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against the FreightHero Parties.
These Terms and the Shippers access to and use of the Service are governed by, construed, and enforced in accordance with the applicable laws of the Province of Ontario and the Federal Laws of Canada without regard to conflict of laws principles.
These Terms constitute the entire agreement between FreightHero and Shippers regarding the access to and use of the Service.
Shippers may not assign, transfer, or sublicense these Terms or any of their rights or obligations under these Terms without the prior written consent of FreightHero.
Our failure to act with respect to a breach or violation by any Shipper of the Terms does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breach or violation of these Terms.
In the event of a conflict or inconsistency between the terms and conditions set forth in these Terms and the terms and conditions set forth in any Additional Agreement, bill of lading, proof of delivery, or other documentation relating to the Service, including, without limitation, with respect to a Shipper’s obligations under or in connection with these Terms, the term or condition in these Terms shall control and prevail.
If a court of competent jurisdiction finds that any provision of these Terms is invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity, and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid, or unenforceable provision or part thereof with a provision or part thereof that is legal, valid, and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms.
Shippers acknowledge and agree that FreightHero may list a Shipper as a current or past customer (as applicable) of FreightHero on FreightHero’s website and in promotional materials.
All terms and conditions of these Terms that, by their nature, are intended to survive the termination of these Terms shall survive the termination of these Terms.
For assistance with the Service, please contact us at support@freighthero.io.