Terms of Service

Post date 02/12/2022.
Revised Date 08/20/2024

1. Acceptance of these Terms of Service

Thank you for visiting our website (“Our Site”), provided by Carrier Assure Inc. (“Carrier Assure,” “us” “we” and “our”), who operates and owns Our Site, software and associated mobile application, data analytics, videos and posts, Roundtable Discussions (as further defined in Section 27), and all other features of Our Site and mobile application (collectively, the “Services”).

By using the Services and/or any products offered by us (“Products”) and/or by accepting these terms and conditions ("Terms of Service”), you understand, acknowledge, and agree that access to the Services is being provided contingent on your acceptance of these Terms of Service. Please read these Terms of Service carefully.

These Terms of Service constitute a binding legal contract between you and Carrier Assure and govern your use of all Products and Services provided by or through Carrier Assure.

You may receive access to the Products and Services through an organization with whom you are employed, contracted with as an independent contractor, enrolled as a student, or otherwise affiliated (your “Organization”). Therefore, throughout these Terms of Service, the term “you” and “your” means you as an individual user, and your Organization, if and when applicable.

Your use of the Services and Products is also subject to the Carrier Assure Privacy Policy (“Privacy Policy”), accessible at the following URL: www.carrierassure.com/privacy-policy, which covers how we collect, use, share, and store personal information of users. If you do not agree to or understand these Terms of Service or our Privacy Policy, or any changes thereto, you are not authorized to use our Services or Products.

2. Accounts and Data Theft

YOU MUST HAVE AN INDIVIDUAL ACCOUNT WITH YOUR VALID CONTACT INFORMATION AND NAME WITH CARRIER ASSURE (“USER ACCOUNT”) TO SUBSCRIBE TO ANY ASPECT OF THE SERVICES, including any fee-based aspect of the Services or free aspect of the Services. There may be opportunities, at Carrier Assure’s discretion where you may register to use the Services for free or subscribe to a fee-based aspect of the Services online. In all cases, you agree to (a) provide true and accurate account information, (b) choose a strong and secure password; (c) keep your password secure and confidential;(d) not transfer, or attempt to transfer, your User Account or any registration or subscription thereunder, to any other party, or otherwise permit any other party to use your User Account; (e) promptly report any breach of password confidentiality to Carrier Assure; (f) register the User Account using your legal name; and (g) cancel and close your User Account when you will no longer continue using it. Carrier Assure reserves the right to terminate or suspend your User Account for any reason at any time, including upon reasonable belief that fraud or unauthorized activity has occurred on your User Account. If your login information is used by another individual or company without permission from Carrier Assure, you will be legally responsible for all damages, claims, liability, and user fees associated with such use which shall be immediately payable to Carrier Assure along with any other remedies and legal rights Carrier Assure may have against you.

Unless you and Carrier Assure have entered into a written contract signed by an officer of Carrier Assure expressly permitting such actions (and you are in compliance therewith), you acknowledge and agree that use of automated systems or software and/or manual or any other methods to extract data, images, materials, User Content, or any other information from the Products or Services (including via screen scraping or framing) for any purpose is strictly prohibited and material breach of this Agreement. If you reproduce, scrape, frame, or disseminate the Products or Services in violation of this Agreement, in addition to any and all other remedies available to Carrier Assure whether at law or in equity, you shall be liable to Carrier Assure for liquidated damages of no less than $10,000 per occurrence. You and Carrier Assure agree that this amount does not represent a penalty, but is a fair and reasonable estimate of compensation Carrier Assure may reasonably anticipate for such a violation, given the fact that it would be impossible, impracticable, or extremely difficult to determine the precise damages incurred by Carrier Assure arising therefrom.

3. Access and Control by Subscribing Party

If your Organization has paid for your access to Products or Services or your access is pursuant to a subscription through, and paid for by your Organization , then that subscribing party has the right to control your access to that aspect of the Services and to receive reports from Carrier Assure (if available, at Carrier Assure’s sole discretion) regarding your use of such aspect of the Services, including, without limitation, any and all data, information, or material uploaded, provided, or shared using that aspect of the Services.

4. System Requirements

Use of the Services and access to our Products requires hardware, software, and internet access not provided by Carrier Assure, and your ability to access and use the Services may be affected by the performance of these third-party system components. You acknowledge and agree that such system components are your responsibility. Carrier Assure shall not be liable for the functionality, connectivity, or performance of any third-party system components or the compatibility of any third-party system component with the Products or Services.

5. Revisions

Carrier Assure reserves the right to revise any of the terms and conditions contained in these Terms of Service and our Privacy Policy (including our policy on use of cookies) at any time and in our sole discretion by posting such revisions on Our Site. The effective date of such revisions will be the date specified. It is your responsibility to regularly review these Terms of Service and the Privacy Policy for any revisions. If you do not accept such revisions, you must immediately discontinue using Carrier Assure’s Products and Services. Your continued use of any of Carrier Assure’s Products or Services following the effective date of such revisions will signify your acceptance of such revisions. We reserve the right to modify, update, disable, suspend, or remove portions of the Products and/or Services at any time without prior notice to you.

6. Age Requirements

The Services and, specifically, Our Site are not intended for or designed to attract children under the age of thirteen (13) years. By using the Products or Services, you affirm that you are at least eighteen (18) years of age or the age of majority in your jurisdiction, or an emancipated minor and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

7. Grant of License

Subject to your continuing compliance with these Terms of Service, Carrier Assure hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (a) install the Products for use in connection with the Services; (b) use the Services; and (c) access and use Our Site.

8. Payment

For any fee-based aspect of the Products and/or Services to which you initiate subscription, your order and applicable payment obligations will be notified to you through the Services online, or otherwise, as may be determined by Carrier Assure. You agree to pay all applicable fees for use of the Products and Services in advance of such access to the applicable Products and/or Services. If you pay applicable Services fees by credit card, you will also provide Carrier Assure with Personal Information (as such term is defined in the Carrier Assure Privacy Policy) required for us to process the transaction (“Transaction Information”), and you shall update such Transaction Information from time-to-time as necessary to ensure that all such Transaction Information remains accurate. You authorize Carrier Assure to retain and/or share your Transaction Information with third-party financial institutions and payment processing firms, in accordance the Carrier Assure Privacy Policy, for the sole purpose of processing your payments for the fee-based aspect of the Services to which you have subscribed.

Unless otherwise agreed upon in a separate agreement, Carrier Assure, in its sole discretion, shall determine the fees it will charge for any aspect of the Products or Services and payment terms. Carrier Assure may, upon providing thirty (30) days prior written notice to you through the Services, or otherwise by email, amend such fees and/or payment terms applicable to the Products and/or Services. If you do not agree to any such fee and/or payment term changes, you may terminate or cancel any aspect of the Products and/or Services; otherwise all such changes shall thereafter be effective with respect to your User Account, and you agree that Carrier Assure is authorized to charge your credit card for any such new fees applicable to the aspect of Products and/or Services to which you have subscribed, on the next monthly, or other periodic payment cycle, as applicable, and in advance of your access to such Products and/or Services. The fees paid shall not be subject to reduction or proration as a result of a termination of your license to use the Products or Services.

For any fee-based aspect of the Products and/or Services to which you subscribe, you also agree to pay us any applicable taxes in addition to the applicable subscription fees. Failure to pay these fees and taxes in accordance with your payment obligations will result in the termination or suspension of your paid Products and/or Services, and potentially the referral of your User Account to a debt collection agency.

9. Termination and Nonrenewal of User Account

The following termination and non-renewal provisions apply:

By you. You can terminate your User Account at any time for any reason by providing thirty (30) days written notice to Carrier Assure. You will continue to have access to the Products and/or Services until the end of your billing cycle. Carrier Assure will not issue refunds for any paid User Account that you terminate or prorate any applicable invoices.
By us. without notice. Carrier Assure may terminate, restrict, or suspend your User Account, at any time and without notice, and for any reason or if we believe that the Services and/or Products are being used as follows: (i) in violation of applicable law, (ii) in any way harmful to other users, or (iii) in violation of these Terms of Service, our Privacy Policy, or any other term or policy incorporated by reference into these Terms of Service. Carrier Assure will not issue refunds for any paid User Account we terminate for the foregoing reasons or prorate any applicable invoices.
Our Right to Not Renew. We reserve all rights to refrain from renewing any User Account or Organization subscription for any reason.

10. Notices

Except as otherwise expressly set forth in these Terms of Service, all notices from Carrier Assure to you will be in writing sent by email (to the email address registered through the Services) or through the Services (e.g., a Carrier Assure notification published in your User Account or displayed in an online session). All notices from you to Carrier Assure shall be emailed to admin@carrierassure.com, except for legal notices, such as notices regarding copyright infringement assertions, which shall be sent legal@carrierassure.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

11. User Generated Content

Our Products and Services allow sharing of information in many ways, and any information, and content, or related data that you or any other user posts, communicates, or otherwise shares (whether such sharing is made directly on the Site or through communications with Carrier Assure that are later interpreted, summarized, and/or otherwise communicated and/or posted by Carrier Assure, in its sole and absolute discretion, to other users or third parties in any way on the Site, or through the Services or Products, or through any other means) (collectively, the share, communication, or and/or post ( may be referred to as your “User Generated Content”) may be seen by others. Where we have made settings available, we will honor the choices you make about who can view content or information (e.g., message content to your addressees, sharing content only to Carrier Assure connections, restricting your profile visibility from search engines, or opting not to notify others of your Carrier Assure profile update). We are not obligated to publish any User Generated Content on our Services and we reserve the right to post, publish, discuss, and/or disclose in any form or method of media, seek or invite comment on, provide analysis of, retain, remove, summarize, and/or interpret any User Generated Content for any reason at any time, including removing such User Generated Content deemed to be objectionable or in violation of these Terms of Service, in Carrier Assure’s sole discretion.

As between you and Carrier Assure, you own the User Generated Content that you submit or post to the Services, and you are only granting Carrier Assure, and our affiliates and licensees, the following non-exclusive license: A worldwide, irrevocable, transferable and sublicensable right to use, reproduce, display, copy, modify, transmit, distribute, publish, and process, and sublicense to our affiliates any User Generated Content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others, solely in order to provide the Services to youfor any purpose. So long as you remain a valid user, you may be able to remove User Generated Content you post directly on the Site from the Services by deleting it, except (a) to the extent you or Carrier Assure shared it with others as part of the Services and they or Carrier Assure copied, re-shared it, or stored it and (b) for the reasonable time it takes us to remove such User Generated Content from backup and other systems, if any exist, to the extent Carrier Assure elects to do so. Notwithstanding the foregoing, nothing contained herein shall obligate Carrier Assure to remove, delete, or otherwise withdraw any of the User Generated Content posted by you or Carrier Assure, or otherwise published, discussed, disclosed, commented on, analyzed, retained, removed, interpreted, summarized, and/or otherwise communicated by Carrier Assure, in its sole and absolute discretion, on the Site, or through the Services, or Products, or any other means or medium.

YOU UNDERSTAND AND AGREE BY USING, READING, RESPONDING, AND/OR ACCESSING USER GENERATED CONTENT, SUCH AS REVIEWS AND REPORTS, YOU ARE DOING SO AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT AS A USER OF THE PRODUCTS AND SERVICES, YOU WAIVE ANY AND ALL RIGHTS AGAINST CARRIER ASSURE AND OTHER USERS OF CARRIER ASSURE THE SITE, SERVICES, ROUNDTABLE DISCUSSIONS, AND/OR PRODUCTS (“OTHER USERS”); SUCH A WAIVER OF RIGHTS INCLUDES YOUR WAIVER OF ANY AND ALL CLAIMS AGAINST CARRIER ASSURE AND OTHER USERS FOR LIBEL, DEFAMATION, NEGLIGENCE AND OTHER SIMILAR OR RELATED CLAIMS.

12. Intellectual Property Rights

Carrier Assure and its licensors own all right, title, and interest in the Products and Services, including without limitation all copyright, trademark, trade secret, and patent right, and reserves all such intellectual property rights. Using our Products and Services does not give you any ownership in our Products and Services or the content or information made available through our Products and Services, and you are only permitted to use our Products and Services for the purposes authorized in these Terms of Service. Trademarks and logos used in connection with the Products and Services are the trademarks of their respective owners. Carrier Assure and other Carrier Assure trademarks, service marks, graphics, and logos used for our Services are trademarks or registered trademarks of Carrier Assure. You are prohibited from using Carrier Assure’s trademarks for any purpose, including without limitation to suggest that you or your Organization are sponsored or endorsed by Carrier Assure, without the prior written consent of Carrier Assure.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Products or Services ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive any and all rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

13. Data Storage

We may change or discontinue any of our Services, subject to these Terms of Service. Carrier Assure is not a storage service, and you agree that we have no obligation to store, maintain or provide a copy of any User Generated Content that you or others provide through the Services, except to the extent required by applicable law and as noted in our Privacy Policy.

14. Other Content, Sites and Apps and Content Removal

Other persons or entities may offer their own content, products, and services through our Services, and we are not responsible for that third-party content, products, or services. Your use of such third-party content, products, or services shared through our Services, is at your own risk. Carrier Assure generally does not review and is not responsible for third-party content, products, or services provided through our Services. You are responsible for deciding if you want to access or use third-party content, products, and services (including, without limitation, apps or sites that link from our Services, if any). Third-party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. You should carefully read the legal terms and privacy policies of any sites or apps linked from the Services before deciding whether to use those sites or apps. You also understand that Carrier Assure does not, and has no obligation to, monitor, pre-screen or pre-approve, or evaluate the integrity of any third-party content, products, or services offered through our Services, but that Carrier Assure shall nonetheless have the right, but not the obligation, in its sole discretion, to refuse, delete or remove any third-party content, products, or services that may be offered through the Services for any reason, including without limitation a violation of applicable law or these Terms of Service.

15. Prohibited Use

You represent and warrant that you will not use the Services and/or Products for any of the following purposes or activities:

conducting or supporting illegal activity of any type whatsoever, or using the Products or Services in violation of any applicable law or regulation, including without limitation laws relating to privacy and data security;
transmitting or storing worms or viruses, ransomware, or any malicious code designed to access information without authorization, steal it, intercept it, or alter it, or for any other unauthorized or destructive purpose;
threatening, defaming, slandering, libeling, harassing, abusing, impersonating, injuring or intimidating others;
interfering with others' use of the Services;
delivering spam or collecting information to deliver spam, or sending advertisements;
copying, reselling, reproducing, distributing, leasing, sublicensing, or otherwise transferring, the Products or Services or access thereto, or any reports or data generated therefrom;
offering to enable, or enabling any third parties to use the Services or Products;
commercially exploiting, decompiling, disassembling, reverse engineering or otherwise attempting to discover any source code contained on or in Services or the Products;
displaying or publishing the Products or Services, including without limitation on any website or service, or using the Products or Services to create, develop, produce, or market a substantially similar product or service;
making any modification, adaptation, improvement, enhancement, translation or derivative work from the Products or Services;
disguising the origin of any content transmitted through Services or obscuring or misrepresenting your account identity on the Services;
causing the launch of any automated system(s) that access the Services in a manner that sends more request messages to servers of the Services in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser (e.g., Denial-of-Service attack);
data mining, scraping, crawling, redirecting, or compiling data for any purpose other than one authorized pursuant to these Terms of Service;
infringing or using any proprietary information or interfaces of the Products or Services or other intellectual property of the Products or Services for any reason not authorized by these Terms of Service; or
attempting to remove or obscure any proprietary notices on the Products or Services.

16. Warranties You Provide

You warrant and represent to Carrier Assure that you: (a) are authorized to consent to these Terms of Service; (b) are not infringing the intellectual property rights or violating the privacy of third parties whenever you provide User Generated Content on or through the Services; and (c) own or are fully authorized to transmit all such User Generated Content through the Services.

17. Indemnification

You irrevocably agree to defend, indemnify, and hold harmless Carrier Assure, its holding company, and it’s, or their, shareholders, officers, directors, members, managers, employees, independent contractors, licensors, agents, subsidiaries, and affiliates (collectively, the “Carrier Assure Parties”), jointly, severally, and in any combination, from and against any and all losses, damages, costs, liabilities, assessments, expenses (including but not limited to all fees and charges of attorneys and other professionals, and all dispute resolution costs and litigation costs), and amounts paid in settlement (singularly, a “Loss” and collectively, “Losses”) by or on behalf of any Carrier Assure Parties incurred in connection with any actual, threatened, pending, or completed claim, action, suit, mediation, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, audit, or any other proceeding (collectively, “Claims”) made or brought against any of the Carrier Assure Parties (including claims by governmental entities seeking to impose penal and/or civil sanctions) arising out of or resulting from: (a) your breach of these Terms of Service; (b) your breach of the Privacy Policy; (c) your violation of the law; (d)  your User Generated Content, including any and all resulting Roundtable Discussions; (e) your breach of any of your representations and warranties in these Terms of Service; (f) any inaccuracy in any of your representations or warranties in these Terms of Service; (g) violation of the proprietary rights of a third-party via your User Generated Content or Submissions; and (h) your use of the Products and Services. This Section is a “stand-alone” indemnification provision in that it shall neither supersede nor be subordinate to the indemnification provision set forth in any other agreement.

18. Copyright Infringement Assertions

If you have a "good faith" belief that third-party content provided on Carrier Assure infringes your intellectual property rights, and you wish for Carrier Assure to consider the alleged infringing content, you should provide the following information to us: (a) identify, with specificity, your protected work that you reasonably believe is being infringed upon; (b) identify the content that you reasonably believe is infringing upon your protected work, including sufficient information to allow Carrier Assure to locate the alleged infringing content; (c) provide your contact information, including full name, mailing address, telephone number, and email address; (d) provide a written statement that you have a "good faith" belief that the use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; (e) provide this statement: "I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner of an exclusive right that is infringed."; (f) provide your signature on the notification (or an electronic signature); (g) send your notification to our Designated Agent by e-mail to: legal@carrierassure.com

19. Warranty, Waivers, Assumptions of Risk and Disclaimers

YOU AGREE THAT YOUR USE OF THE SITE, PRODUCTS, AND/OR SERVICES IS AND SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CARRIER ASSURE (ON BEHALF OF ITSELF AND THE CARRIER ASSURE PARTIES) DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, IN CONNECTION WITH THE PRODUCTS AND SERVICES AND YOUR USE OF THE PRODUCTS AND SERVICES AND OUR SITE. CARRIER ASSURE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENCY, OR COMPLETENESS OF THE PRODUCTS, SERVICES, OUR SITE, USER GENERATED CONTENT, OR THE CONTENT OF ANY SITES LINKED TO OUR SITE. THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. CARRIER ASSURE DOES NOT WARRANT THAT THE SITE, PRODUCTS, OR SERVICES WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE. YOU ACKNOWLEDGE THAT, DUE TO THE NATURE OF THE INTERNET, TRANSMISSIONS TO AND FROM THE SERVICES MAY BE INTERCEPTED BY THIRD PARTIES. THE CARRIER ASSURE PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, AND THE CARRIER ASSURE PARTIES WILL NOT BE APARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. THE SERVICES MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES (AS DEFINED IN SECTION 23 BELOW), SERVICES, PRODUCTS AND OUR SITE INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATIONOR DATA. IN ADDITION, WE ARE NOT OBLIGATED TO PROVIDE ANY MAINTENANCE, TECHNICAL, OR OTHER SUPPORT FOR THE SERVICES.

Carrier Assure does not function as a transportation broker or arrange for the movement of freight. All such arrangements may be made by the users of the Services, and any terms and conditions of such freight movement, including without limitation any pricing or payment terms, are solely among the users of our Services. No agency, partnership, joint venture, employee–employer or franchisee–franchisor relationship is intended or created by your use of the Services or by these Terms of Service.

You use the Site, Products, and/or Services at your own risk. While we make reasonable efforts to post and supply accurate and timely information, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF THE ACCURACY OF CONTENT ON THE SITE, SERVICES, AND/PRODUCTS (INCLUDING USER GENERATED CONTENT) OR CONTENT OTHERWISE PROVIDED TO YOU BY US THROUGH AN ALTERNATIVE MEANS (INCLUDING ANY ROUNDTABLE DISCUSSION) AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR INACCURACIES, ERRORS, OR OMISSIONS IN SUCH CONTENT. EACH CARRIER/BROKER SCORE GENERATED BY CARRIER ASSURE AND DISPLAYED THROUGH THE SERVICES IS BASED UPON CARRIER ASSURE’S INTERPRETATION OF SPECIFIC DATA POINTS AND IS ONLY A PROJECTED ASSESSMENT OF PERFORMANCE BASED ON ALGORITHMS DEVELOPED BY AND EXCLUSIVELY FOR CARRIER ASSURE. Further, without limiting the foregoing in anyway, we make no representations or warranties whatsoever: (a) regarding the liability, timeliness, quality, suitability, or availability of our Services; (b) that our Services will be uninterrupted or error- free; or (c) regarding the quality, qualifications, suitability, safety, accident history, vehicle history, criminal or civil liability history, creditworthiness or experience of any of the users of our Services. In addition, by using the Services, you acknowledge and agree that we do not, and have no duty to, conduct any investigations or evaluations relating to any of the foregoing. You fully and completely assume all risk of using the Site, Services, and/or Products and any content (including User Generated Content), materials or information provided to you by us or any other user of the Services.

20. Limitation of Liability

IN NO EVENT SHALL ANY OF THE CARRIER ASSURE PARTIES BE LIABLE, JOINTLY OR SEVERALLY, TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY OF THE FOLLOWING: (I) ACT BEYOND CARRIER ASSURE’S CONTROL; (II) ERRORS, MISTAKES, OR INACCURACIES OF THE PRODUCTS OR SERVICES; (III) LOSSES, PERSONAL INJURY, OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF CARRIER ASSURE’S PRODUCTS OR SERVICES; (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF CARRIER ASSURE’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PRODUCTS OR SERVICES; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE PRODUCTS OR SERVICES BY ANY THIRD PARTY; (VII) ANY USER GENERATED CONTENT, WHETHER GENERATED BY USER OR ANY OTHER USER OR , (VIII) THE GENERATION, DISPLAY, OR USE OF ANY SCORES, REPORTS, RATINGS, ALGORITHMS, OR OTHER CARRIER/BROKER DATA BY OR FOR CARRIER ASSURE, USER, OR ANY OTHER USER, AND (IX) ANY LOSSES, PERSONAL INJURY, OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR USE OF ANY THIRD-PARTY CONTENT, PRODUCTS, OR SERVICES SHARED THROUGH OUR SERVICES; WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CARRIER ASSURE, OR ANY OTHER PARTY, IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT THE CARRIER ASSURE PARTIES SHALL NOT BE LIABLE FOR USER GENERATED CONTENT, ROUNDTABLE DISCUSSIONS, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER, OTHER USER, OR THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

21. Severability/Waiver/Construction

If a court of competent jurisdiction determines that any provision of these Terms of Service is invalid or unenforceable for any reason, that provision shall be severed from these Terms of Service (in that jurisdiction only) and the remainder of these Terms of Service will continue in full force and effect. Delay or failure to enforce or insist on strict compliance with any of the provisions of these Terms of Service will not constitute a waiver of that or any other provision or otherwise modify these Terms of Service. Carrier Assure’s waiver of any right related to these Terms of Service must be express and in writing to be valid; any waiver by Carrier Assure on one occasion will not waive any other right, constitute a continuing waiver, or waive that right on any other occasion. You should consult with your attorney before agreeing to the terms of these Terms of Service. Your agreement to these Terms of Service constitutes your affirmation that you have consulted with, or have had the opportunity to consult with, your attorney regarding these Terms of Service. Therefore, no rule of construction or interpretation that disfavors the drafting party will apply to interpretation of these Terms of Service.

22. General Provisions

These Terms of Service, the Privacy Policy, and any additional terms or policies for use of the Products or Services provided to you in writing by Carrier Assure (which terms and policies are hereby incorporated into these Terms of Service by this reference), constitute the entire agreement between you and Carrier Assure with respect to the subject matter contained herein. Any action related to these Terms of Service or the Privacy Policy, and any documents incorporated by reference herein, will be governed by, construed, and enforced in accordance with the substantive and procedural laws of the State of Delaware (without regard to its conflict of law provisions), and to the extent controlling, to the federal laws of the United States of America. BY USING THEPRODUCTS OR SERVICES YOU ARE AGREEING TO THE TERMS OF THESE TERMS OF SERVICE,AND IN DOING SO, YOU ACKNOWLEDGE AND AGREE THAT ANY DISPUTES, ACTIONS, CLAIMS,OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE PRIVACY POLICY, AND ANY DOCUMENTS INCORPORATED BY REFERENCE HEREIN, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTSITUATED IN NEW CASTLE COUNTY, DELAWARE. YOU ALSO AGREE TO WAIVE YOUR RIGHT TO A TRIAL BY JURY OR PARTICIPATE IN ANY CLASS ACTION AGAINST CARRIER ASSURE. Carrier Assure reserves the right to initiate litigation in any other appropriate forum as needed. These Terms of Service and the Privacy Policy, and all documents incorporated by reference herein, have been prepared and are to be interpreted in the English (American) language. To the extent there is any conflict between these Terms of Service and our Privacy Policy and any additional terms or policies that are incorporated by reference herein, the terms of these Terms of Service and our Privacy Policy are controlling. To the extent there is any conflict between the terms of these Terms of Service and the terms of our Privacy Policy, the terms of our Privacy Policy are controlling.

23. Beta Services

Carrier Assure may, from time to time, offer access to services that are classified as a beta version, which means we are testing and learning from versions that are pre-production (“Beta Version”). Access to and use of Beta Versions may be subject to additional agreements Carrier Assure makes no representations that a Beta Version will ever be made generally available and reserves the right to discontinue or modify a Beta Version at any time without notice. Beta Versions are provided as-is, may contain bugs, errors or other defects, and your use of a Beta Version is at your sole risk. We can terminate or disable your use of the Beta Version at any time. Likewise, you may decide to stop using the Beta Version at any time. We may remove your access to features of the Beta Version at any time. You understand that we’re not responsible for any issues, problems, or damages arising out of or caused by the Beta Version. We have no obligation to provide any kind of support for the Beta Version.

24. Survival

These Terms of Service remains effective for so long as your User Account remains active, or your Organization’s subscription(s) remain active, or you access our Site, Products or utilize our Services, whichever is longer. Upon expiration or termination of these Terms of Service, the obligations which by their nature are intended to survive expiration or termination of the Agreement shall survive, including, without limitation, Sections 17 (Indemnification), 19 (Warranty Disclaimer), 20 (Limitation of Liability), 21 (Severability/Waiver/Construction), and 22 (General Provisions).

25. Carrier Assure Community Policies

Carrier Assure strives to provide a positive, stimulating and safe environment for encouraging collaboration. We are confident that our users will naturally contribute to promoting such an environment, but as a reminder, here are some rules (not intended to be comprehensive) that must be followed (“Our Community Policies”).

No Bullying and/or Harassment - Carrier Assure allows users to speak freely on matters and people of public interest, but we strive to take action on reports of abusive, harassing, threatening, or defamatory behavior directed at individuals. Repeatedly targeting users with unwanted friend requests or messages is a form of harassment.
Sharing, posting, or transmitting any material or communication that is designed to provoke, harass, upset, embarrass, or antagonize anyone (including Carrier Assure staff or other users), especially trolling, bullying, or intimidating, is strictly prohibited within any Service, Products or Our Site.
Users are not allowed to impersonate a fictitious person or steal and utilize data from another person. Carrier Assure requires that users register with their legal names and account identities when using the Services. Users are prohibited from publishing the personal information of others without their consent. Claiming to be another person, creating a false presence for an organization or person, or creating multiple accounts undermines community and violates Carrier Assure's Terms of Service.
Carrier Assure does not permit use of the Services to disseminate hateful speech or to incite violence of any kind. While we encourage you to challenge ideas, institutions, events, and practices, Carrier Assure does not permit individuals or groups to use the Services to attack others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, familial status, disability or medical condition, or other protected class.
Carrier Assure can be a place where people turn to share their experiences and raise awareness about issues important to them. Sometimes, those experiences and issues involve graphic content that is of public interest or concern. In many instances, when people share this type of content, it is to condemn it. However, graphic images shared for sadistic effect or to celebrate or glorify violence will not be tolerated on our Services.
Carrier Assure has a strict policy against the sharing of pornographic content and any explicitly sexual content. We also impose a firm restriction on the display of nudity.
Before sharing content on Carrier Assure, please be sure you have the right to do so. We ask that you respect copyrights, trademarks, and other legal rights including, but not limited to, not conducting copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, stalking, fraud and/or the distribution of counterfeit software.
It is not permitted to complete transactions involving goods or services which violate any of the terms of these Terms of Service, our Privacy Policy, or any other agreement you have with, or policy of, Carrier Assure. Users are not permitted to complete transactions involving goods or services which are illegal or are regulated goods including but not limited to drugs, firearms, and human/animal anatomy or blood, on our platform.
We take the safety of our users seriously and work to prevent attempts to compromise their privacy or security. We also ask that you respect our other users by not contacting them for commercial purposes without their consent.
By using our Services, you agree to provide us feedback, and any feedback you provide belongs to Carrier Assure.

26. API Services

Carrier Assure may provide You with access to Carrier Assure’s application programming interfaces and their associated tools and documentation, (“APIs”), which are designed to permit access to content, materials, documents, source code, and data points (“Content”) from Carrier Assure’s proprietary Services so that You can utilize the same within your own proprietary Transportation Management System (Your “Application”). The API may include Content, subject to Carrier Assure’s sole and absolute discretion.

If Carrier Assure provides You with access to the API, Carrier Assure grants You a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license under Carrier Assure’s intellectual property rights at Carrier Assure’s discretion and with such a license You may (a) use the APIs to develop, test, and support the Application; (b) internally distribute or integrate the data in your private Application; and (c) display the Content received from the APIs within the Application. The granting of this License by Carrier Assure is expressly conditioned upon Your having and maintaining such an Application as outlined in the above terms and your failure to maintain such an Application or establish a direct or indirect transfer of Content to a third-party transportation management system shall amount to a material breach of this Agreement.

Except as otherwise authorized by Carrier Assure in writing, You shall not (i) disclose or provide the APIs to any person or entity other than to Your employees or independent contractors operating under Your name and operating authority; (ii) use the APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate the rights of third parties, violate these Terms and Conditions or breach any laws, rules or regulations; (iii) sell, lease, share, transfer, sublicense or fail to protect the confidentiality of the APIs or any Content obtained through the APIs, directly or indirectly, to any third party; (iv) interfere with or disrupt Carrier Assure’s Services or servers or networks connected to Carrier Assure’s Services, or disobey any requirements, procedures, policies or regulations of networks connected to Carrier Assure’s Services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through use of the APIs; or (v) copy adapt, reformat, reverse-engineer, disassemble, decompile, translate or otherwise modify the APIs or Content.

The API (including, without limitation, all improvements, derivatives, modifications, and the like) constitutes Carrier Assure’s confidential information (“Confidential Information”). You hereby agree (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information at least to the extent that You employ with respect to its own confidential materials, (ii) not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below), (iii) not to use any Confidential Information except for the purposes set forth in this Agreement, and (iv) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a valid “need to know” and shall be similarly bound in writing. Licensee acknowledges and agrees that due to the unique nature of Carrier Assure’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, Carrier Assure shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

Upon termination of the use of the API and Content for any reason, You shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of Carrier Assure’s Confidential Information.

You shall defend, indemnify, and hold harmless Carrier Assure, including its respective officers, directors, employees, agents, licensors, and partners, from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising out of or related to Your use of the API and/or Content.

CARRIER ASSURE SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR (C) FOR ANY AMOUNT IN THE AGGREGATE OF THE AMOUNT PAID OR PAYABLE BY YOU HEREUNDER (PROVIDED THAT, IF NO AMOUNTS HAVE BEEN PAID, SUCH CAP SHALL BE ONE HUNDRED DOLLARS (US$100.00)). FURTHER, YOU AGREES THAT CARRIER ASSURE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY USE YOU MAKE OF THE CONTENT.

You acknowledge that the API, Content, and any Services are provided “AS IS.” CARRIER ASSURE DISCLAIMS ALL WARRANTIES RELATING TO THE API, CONTENT, OR ANY SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE LICENSEE’S USE OF THE API IS AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY SYSTEM OR DEVICE THAT MAY ARISE FROM SUCH USE. CARRIER ASSURE MAKES NO WARRANTY OR GUARANTEE THAT YOUR USE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, THAT ANY ERRORS IN THE API OR CONTENT WILL BE CORRECTED, OR THAT THE API SHALL MAINTAIN ANY MINIMUM UPTIME PERCENTAGE.

27. Roundtable DiscussionServices Disclaimer

Pursuant to Carrier Assure’s rights regarding User Generated Content under Section 11 above, Carrier Assure may, in its sole and absolute discretion, use any User Generated Content (including the identity of the applicable users) in its original or in a modified format, to generate discussions, engagement, advertising, and/or publicity for Carrier Assure and its Products and Services. In accordance with such use, Carrier Assure may provide, arrange, coordinate, and/or seek a public forum (audio, visual, and/or written) for comment, review, analysis, discussion, and/or participation (including from the filing party, the receiving party, or any other party) (“Roundtable Discussion”) regarding any such actual or modified User Generate Content. Such Roundtable Discussion may be recorded and/or documented in any manner or format (audio, visual, and/or written) by Carrier Assure in its sole and absolute discretion. By engaging in a Roundtable Discussion, you acknowledge and agree to the following:

Neutrality: Carrier Assure does not represent any party that is the subject of a Roundtable Discussion. Our involvement is not as an advocate for any party, and any analysis, comments, opinions, or other statements by Carrier Assure are for informational, educational, and/or entertainment purposes only, subject entirely to Section 11’s waiver of Claims.

Encouragement of Roundtable Discussions: Carrier Assure’s primary objective is to bring awareness to certain issues addressed or may be addressed in User Generated Content and provide an open forum for Carrier Assure, users (including you), and the general public to comment, review, analyze, discuss, and/or participate in a Roundtable Discussion. We do not want to see reports filed against any user of the Service but believe there is value in the engagement of Roundtable Discussions should we believe any actual or amended User Generated Content warrants such Roundtable Discussion.

Non-Interference with Reports: While Carrier Assure retains the right to modify and/or remove any User Generated Content at any time, these Roundtable Discissions are not intended to result in any specific ruling by Carrier Assure for or against any user, the accuracy or merits of any User Generated Content, or the modification or removal of any User Generated Content.

Voluntary Withdrawal of Reports: If a resolution is reached during any Roundtable Discussion, Carrier Assure will encourage the involved users to voluntarily remove the applicable User Generated Content. However, we will not compel the removal of any User Generated Content or make judgments about the correctness of either party's position.

Carrier Assure’s role in this process will strictly be that of a facilitator of discussions, not a judge or jury, even if Carrier Assure provides analysis, comments, opinions, or other statements. Carrier Assure will not make determinations of right or wrong and will refrain from removing posts based on personal feelings or character judgments about the parties involved. Our approach is hands-off, focusing solely on fostering communication and facilitating workable solutions. Carrier Assure does not guarantee any particular result or outcome with respect to any Roundtable Discussion, and Carrier Assure specifically disclaims any liability arising out of or resulting from your or any other person’s participation in such Roundtable Discussions.

Any and all statements expressed and information provided to and/or by the participants of the Roundtable Discussions represent the views and opinions of the individuals making such statements and does not necessarily represent the views or opinions of Carrier Assure. The existence of any such statements and/or information in such Roundtable Discussions does not constitute an endorsement by Carrier Assure of such statements and/or information. Carrier Assure’s role in this process will strictly be that of a facilitator of discussions, not a true judge or jury capable of deciding or issuing legally binding judgements, decrees, orders, or damages, even if Carrier Assure does provide analysis, comments, opinions, statements, or any other alleged or fictitious rulings during such Roundtable Discussions, including those made for informational, educational and/or entertainment purposes. The Roundtable Discussions are not meant or intended to be a substitute for legal advice, analysis, or dispute resolution. Always seek the advice of your legal advisors with respect to any questions you may have regarding your legal rights or obligations.