Last Updated: August 1, 2022
This Terms of Service Agreement (the "Agreement") describes the terms by which Dray Alliance Inc. ("Dray Alliance") offers to you, as a Shipper, access to its website www.drayalliance.com (the "Site") and the associated mobile software application platform owned and operated by Dray Alliance ("App"). Dray Alliance provides an online and mobile platform (the "Service") to connect Shippers with Carriers for the transportation of cargo whereby Shippers can submit a request for the transportation of cargo ("Shipment"). Carriers can accept such requests, and both Shippers and Carriers can track such requests. The Service includes access to all applications, content and downloads offers by Dray Alliance, including the Site, App, and associated user content. Dray Alliance does not assess the suitability, legality, regulatory compliance, quality, or ability of any Shipper or shipped items scheduled through the use of the Service, and Dray Alliance makes no warranty regarding the same. This Agreement sets forth the terms for use of the Service by Shippers. By signing up and registering with Dray Alliance or by accessing or using the Service, you are accepting this Agreement, on behalf of yourself or the company, entity, or organization that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, on behalf of yourself or the company, entity or organization that you represent. You may not access or use the Service or accept this Agreement if you are not at least 18 years old. Please read this Agreement carefully before using the Service. Use of the Service is conditioned on your agreement to all the terms and conditions contained in the Agreement, including the policies and terms linked to or otherwise referenced in the Agreement, all of which are hereby incorporated into the Agreement. In the event any separate contract or like document governs or otherwise impacts the parties' rights, obligations or relationship, this Agreement shall govern to the extent it does not conflict with the terms of any such other contract or like document. Please refer to our Privacy Policy for information about how we collect, use and disclose information about users of the Service. IF YOU DO NOT SO AGREE, YOU SHOULD DECLINE THIS AGREEMENT, IN WHICH CASE YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICE.
Carrier means a motor carrier as defined by 49 USC §13102(14) with authority issued by the federal and applicable state governments to haul cargo for hire. A Carrier who accesses or uses the Service is an independent contractor and remains solely responsible for screening, selecting, hiring, training, supervising, managing, assigning, and dispatching its drivers, as well as for the inspection and maintenance of its motor vehicle equipment and accessories. A Carrier is solely responsible for its own actions, omissions, training, oversight, compliance with regulatory and safety requirements, and all management of Carrier's equipment, services, drivers, employees, contractors, agents, and servants. A Carrier maintains sole control over the methods and results by which it performs cargo transportation services, and retains the sole duty to provide, maintain, manage, and control the equipment, personnel, and expertise required to transport your cargo. Dray Alliance is not an agent of any Carrier, and no Carrier is an agent of Dray Alliance. DRAY ALLIANCE IS NOT A MOTOR CARRIER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY DRAY ALLIANCE IS A MOTOR CARRIER, OR THAT DRAY ALLIANCE IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A MOTOR CARRIER. DRAY ALLIANCE HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR MOTOR CARRIER SERVICES PROVIDED TO ANY SHIPPER OR ANY OTHER PARTY USING THE SERVICES.
Dray Alliance is a federally licensed freight broker as defined by 49 USC §13102(2) under authority granted by the Federal Motor Carrier Safety Administration ("FMCSA") of the U.S. Department of Transportation. Dray Alliance's sole obligation is to arrange transportation of cargo by a Carrier that is appropriate and authorized to operate by all applicable governmental agencies. As a freight broker, Dray Alliance does not take possession, custody, or control of any cargo. Dray Alliance does not assume any liability, possessory rights, or obligations, and assumes no financial responsibility whatsoever, for cargo, including loss, theft, damage or delayed delivery thereof. Dray Alliance offers a platform to connect Shippers and Carriers, but does not provide actual transportation services or act in any way as a Carrier. It is the Carrier's obligation to provide transportation services, which may be scheduled through the use of the Service. Dray Alliance has no responsibility for any shipping services provided to you as a Shipper by any Carrier.
You, as a Shipper, are defined by 49 USC §13102(13), and warrant that you own, possess, or otherwise have rights to transport cargo you seek to ship by way of the Service.
A User is any entity which accesses or uses the Services, and may be a Carrier, Broker, Freight Forwarder, Shipper or Shipper’s agent.
User Content means all information, including data, textual, audio, and/or visual content, commentary and feedback related to the Service, ratings, reviews and other content that a User submits to, or uses with, the Service. User Content includes the information provided in a Shipment request or acceptance.
Dray Alliance and you are independent contractors, and except to the extent required by law, no agency, partnership, joint venture, employee- employer or franchisor-franchisee relationship is intended or created by this Agreement.
By Dray Alliance's Terms & Conditions applicable to Carrier, Carriers whose services are engaged hereunder are instructed to issue bills of lading to their Shippers as required by 49 USC §14706(a)(1), and to upload copies of those bills of lading to the Service. Carriers are instructed not to name Dray Alliance as either a shipper or consignee on any bill of lading. Once a Shipment is completed, the Carrier is instructed to post to the Service a proof of delivery signed by the authorized recipient. Proofs of delivery include, but are not limited to equipment interchange receipts and bills of lading. Electronic files in a format acceptable to Dray or legible screen shots are acceptable to satisfy this obligation. As a value added service to you, but not as any legal or contractual obligation, Dray Alliance may provide you and Carriers with trouble shooting, tracking, inquiry, and other services. In order to do so, however, Dray Alliance must have access to the bill of lading a Carrier issues to you for the subject Shipment. In the event a Carrier fails to post a bill of lading to the Service, we may request that you post it yourself, or otherwise make it available to Dray Alliance.
By Dray Alliance's Terms & Conditions applicable to Carriers, Dray Alliance instructs Carriers to upload to the Service a proof of delivery signed by the consignee once Shipments are completed and send you any questions or concerns regarding the Shipment.
You hereby represent and warrant as follows:
You are advised for informational purposes that a Carrier's liability for lost, destroyed damaged or delayed cargo in interstate and international transit generally is defined by 14 USC §14706 (referred to as "the Carmack Amendment") and by comparable state common law for intrastate transit. A Carrier may impose time limits for filing of loss and damage claims, as well as for filing any action at law for cargo loss or damage as provided by 49 USC §14706. We recommend you consult with a qualified attorney regarding any action you might wish to pursue against a Carrier based on lost, damaged, delayed or destroyed cargo. Should you wish Dray Alliance's assistance with or other participation in any claim for lost, damaged, delayed or destroyed cargo, you should submit to Dray Alliance within six (6) months of the date of delivery its written notice of claim to Carrier fully supported by all relevant documentation. Dray Alliance may facilitate processing of cargo claims; PROVIDED, however, you understand and agree that, notwithstanding Dray Alliance's participation in or assistance with any cargo claim, Dray Alliance is not liable for any cargo loss which was not proximately caused by Dray Alliance's own negligence and in that instance Dray's liability shall be limited to the amount owed to Broker by Shipper on a shipment at issue.
In no event will Dray Alliance or the Carrier have any responsibility for, and You will defend, indemnify, and hold Dray Alliance and each such carrier harmless from, and will pay and reimburse, any demurrage and/or per diem charges imposed by third parties with respect to use of equipment in which cargo tendered by or on behalf of You is, has been, or will be laden (including empty containers), or for charges assessed with respect to storage or handling of any such equipment, including, but not limited to, charges assessed by steamship lines, rail carriers, rail terminal operators or marine terminal operators unless such charges result solely from Dray Alliance’s negligence. Notwithstanding the above, Dray Alliance’s negligence will not include, for purposes of this section, the non-selection of a posted shipment on the marketplace; chassis availability; appointment availability; or demurrage incurred within seven (7) days of Dray Alliance dispatch; or demurrage incurred due to insufficient yard space, the inability to prepull containers, or any other reason not specifically identified in this section. In the event of appointment availability issues, Dray Alliance will not be required to provide you any type of written confirmation as to availability issues and shall have no liability related to such issues.
During the term of this Agreement, and for a period of one (1) year from its termination, you shall neither initiate nor accept any direct or indirect business relationship with any Carrier to which you are first introduced by the Service, or in connection with use of the Service. You understand that any such Carrier will offer and provide transportation services to it exclusively through the Service unless otherwise agreed by the parties in writing. Your obligation in this regard extends to instances where the Carrier contacts you and seeks to establish a business relationship that does not include Dray Alliance. This provision shall remain in force beyond termination of this Agreement for one (1) year.
If you book or otherwise makes available any direct or indirect business relationship with any Carrier that was first introduced to you by Dray Alliance in violation of this Agreement, you shall be jointly and severally liable with the Carrier to Dray Alliance for each such violation in an amount equal to twenty percent (20%) of all revenues invoiced by Carrier to you.
You shall disclose to Dray Alliance all information reasonably necessary for Dray Alliance to arrange transportation in compliance with applicable regulatory, legal and industry standards. You shall also be responsible and liable for providing accurate description of cargo including without limitation commodity type, dimensions and weight, and any special handling requirements.
You shall bear the maximum responsibility allowed by law to review and accept or decline the Carrier's trailer for cleanliness, odor, leaks, dirt or other conditions that may be unacceptable to you. If a trailer or any equipment is unacceptable, it is your responsibility to refuse loading of the trailer. In such event, you may notify Dray Alliance immediately and request alternative arrangements. You should ensure in coordination with Carrier that adequate blocking, bracing and packaging for the safe stowage of cargo is used. You acknowledge that Dray Alliance will never be in possession of any cargo being transported in connection with use of the Service, and that Dray Alliance will not be responsible or have any role in the securement of cargo for transportation.
You shall not insert "Dray Alliance" or "Dray Alliance Inc." on any receipt, bill of lading, manifest, or other shipping document. In the event you do so, such insertion shall be deemed to be for your convenience, or due to your oversight, and shall not operate to alter Dray Alliance's status as a Broker, or the Carrier's status as the responsible Carrier. The provisions set forth in any shipping document used by a Carrier or you shall not supersede, alter, or modify any term of this Agreement or add any liability or responsibility to Dray Alliance.
Dray Alliance establishes and follows written procedures to evaluate Carriers prior to their use by Dray Alliance. Dray Alliance continues to evaluate certain Carriers at certain intervals, as set forth by Dray Alliance's internal risk management and Carrier selection policies, which may be amended from time to time with or without notice to Carriers or Shippers. Dray Alliance is not responsible in any way for the acts and/or omissions of Carriers or their drivers. Dray Alliance provides a means for Shippers and Carriers to rate and review each other and to have those ratings made available to other Users. We do not express any opinion, nor does Dray Alliance make any assurances regarding, the truth or accuracy of any User reviews or ratings. Dray Alliance does not regularly monitor or remove reviews or ratings, or any portion thereof, unless they contain Content we deem inappropriate.
For each Shipment, you will pay Dray Alliance the freight charge quoted to you upon acceptance of the applicable Shipment on the Service ("freight charge"), plus any additional charges you may incur related to the Shipment. Freight charges may include, but are not limited to, terminal charges and shipping line fees such as demurrage and per-diem, chassis fees, storage fee, consignee waiting-time fee, dry run fee, bobtail fee, TMF Pier- pass fee, pre-pull fee, overweight fee, custom exam fee, scale ticket fee, any differences between costs for the actual Shipment and the description of the Shipment created on the Service. Dray Alliance may change pricing for the Service (from time to time at its sole discretion) by updating the Site and App and without notice to Users. Carriers Dray Alliance engages generally are required to provide advance notice of ancillary services for which they intend to charge additional fees. However, advance notice is not always possible or practical, and Dray Alliance may not be able to receive and communicate to you carrier requests for approval of additional charges before the services are rendered. In that event, you agree to pay the costs of any accessorial and/or ancillary services which Dray Alliance determines are reasonable and necessary. You understand and agree that freight charges quoted to you for a specific transport may be increased or decreased at any time without notice unless and until accepted by your formally booking the transport; and that any accepted or quoted freight charges shall not apply to any future shipments you might seek to book with Dray Alliance, as the costs of services evolve over time and are subject to changing market conditions. Unless otherwise agreed by the parties, payment is due within 30 days of receiving the invoice, with interest on any past due amount accuring monthly at a rate of two percent (2%), or the maximum permitted under applicable law, whichever is more. When it receives full payment of a freight charge (including all surcharges and accessorial charges), Dray Alliance shall display a completed charge screen. This is your electronic receipt, and you should print or save it for your records. You warrant that you have the right to use any credit card(s), checks, or other payment means provided to Dray Alliance and used to initiate payment of any freight charge. All information you provide to Dray Alliance's third-party payment processor or to Dray Alliance must be accurate, current and complete. You agree to immediately notify Dray Alliance of any change in your billing address or the credit card or bank account used for payment hereunder. You agree not to circumvent payments for scheduled or completed Shipments in any way. All payments shall be in United States dollars. Any amount that is not paid when due will accrue interest at two percent (2%) monthly, or the maximum rate permitted by applicable law, whichever is more, from the due date until paid. In the event Dray Alliance is unable to collect all charges from you due to insufficient funds, you shall be liable for all costs and expenses incurred by Dray Alliance in connection with collection of the freight charge, including costs and expenses of a third-party collection agency and reasonable attorneys' fees. Freight charges are non-refundable.
In order to use certain features of the Service, you must register for an account with Dray Alliance ("Account") and provide certain information as prompted by the registration and Shipment creation form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may cancel your Account at any time, for any reason, by contacting Dray Alliance or following the instructions on the Service. You are responsible for maintaining the confidentiality of your Account login
credentials and are fully responsible for all activities that occur under your Account. You agree to immediately notify Dray Alliance of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Dray Alliance is not liable for any loss or damage arising from your failure to comply with the above requirements.
Dray Alliance owns the Site and all intellectual property therein. Subject to the terms of this Agreement, Dray Alliance grants you a limited, non- transferable, non-exclusive, revocable license to use the Site for your internal business use during the term of this Agreement.
Dray Alliance owns the App and all intellectual property therein. Subject to the terms of this Agreement, Dray Alliance grants you a limited, non- transferable, non-exclusive, revocable license to install and use the App, in executable object code format only, solely on your own handheld mobile device and for your internal business use during the term of this Agreement.
The rights granted to you in this Agreement are subject to the following restrictions:
Users may contact Dray Alliance's technical support center for any support-related issues arising from the use of the Service by following the instructions on the Service.
Dray Alliance agrees to maintain, at its own expense, at all times, at least the following insurance coverage amounts: General Liability: $1,000,000 Auto Liability: $1,000,000 Contingent Cargo Liability: $100,000 Upon request, Dray Alliance may procure insurance coverage amounts that exceed these limits, and the evidence of such coverage shall be in the form of an insurance certificate provided to you on request. Dray Alliance's maximum liability to you or Carrier for any loss shall be limited to Dray Alliance's insurance policy terms and conditions and the dollar amounts for coverage hereinbelow. Dray Alliance's contingent cargo insurance is subject to the terms, conditions and certain limitations and/or exclusions as contained in the policy, and the terms, conditions and requirements as outlined within this Agreement, which are subject to change at any time. The existence of Dray Alliance's contingent cargo insurance in no way shifts or places any legal or contractual liability on Dray Alliance, nor does it exonerate the Carrier's duties and liabilities under the 49 USC §14706 or this Agreement.
Dray Alliance owns intellectual property rights in and to the Service, including but not limited to the Site, App, including all related software and servers, in and to Dray Alliance's trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the "Marks"). Users acknowledge and agree that Dray Alliance owns all right, title, and interest in and to the Service, including all intellectual property rights therein. Throughout the term of this Agreement, each Party authorizes the other Party to use its name, logo, or trademark, without notice to or consent of the other Party, in connection with promotional and other materials, that include, but are not limited to, brochures, internet website, press releases, advertising, investment materials (slide decks, printed materials, etc.), unless the Party provides written notice of the termination or limitation of this authorization with at least 60 days’ notice. Nothing herein obligates either Party to use the other Party’s name, logo or trademark, in any permitted manner.
Dray Alliance reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that Dray Alliance will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.
You agree not to use the Service to upload, transmit, display, or distribute any User Content that: (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way. In addition, you agree not to use the Service to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password
mining or other means; (f) harass or interfere with another User's use and enjoyment of the Service; or (g) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service. Dray Alliance reserves the right to review any User Content, investigate, and /or take appropriate action against you in its sole discretion, including removing or modifying User Content, terminating your Account, and/or reporting you to law enforcement authorities. However, Dray Alliance has no obligation, to monitor, modify or remove any User Content.
You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate any provision of this Agreement. For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third-party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Dray Alliance. You acknowledge and agree that Dray Alliance is not responsible for any loss or damage resulting from anyone's use or reliance on User Content and Dray Alliance makes no guarantees regarding the accuracy, completeness, usefulness currency, suitability, or quality of any User Content, and assumes no responsibility for any User Content.
You hereby grant, and represent and warrant that you have the right to grant, to Dray Alliance an irrevocable, nonexclusive, royalty-free and fully paid, sublicensable, worldwide license, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels, now known or hereafter devised (including in connection with the Services and Dray Alliance's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. All rights in and to the User Content not expressly granted to Dray Alliance in this Agreement are reserved by Users.
Dray Alliance may create anonymous data records ("Anonymous Data") from your User Content by using commercially reasonable e"orts to exclude all information (such as company name) that makes the data identifiable to you. Dray Alliance may use and disclose Anonymous Data for any purpose, including improving the Service.
Dray Alliance may share your User Content (a) with third party service providers; (b) if another company acquires Dray Alliance; and/or (c) to comply with relevant laws, to respond to subpoenas or warrants or assist in preventing any violation or potential violation of the law or this Agreement.
Dray Alliance respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials on the Services infringe upon your copyrights, please send the following information to Dray Alliance's Copyright Agent at info@drayalliance.com; A description of the copyrighted work that you claim has been infringed, including specific location on the Services where the material you claim is infringing is located. Include enough information to allow Dray Alliance to locate the material, and explain why you think an infringement has taken place; A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; Your address, telephone number, and e-mail address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. We may terminate access, usage or subscription to the Site, as the case may be, for repeat infringers in appropriate circumstances.
The Service might contain links to third party websites, services, and advertisements for third parties (collectively, "Third Party Sites"). Such Third-Party Sites are not under the control of Dray Alliance and Dray Alliance is not responsible for any Third-Party Sites. Dray Alliance does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Sites. You use all Third-Party Sites at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Sites.
Location data provided by the Service is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage, or other loss. Neither Dray Alliance, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services, whether provided by Dray Alliance, third party content providers, or Users. Geolocational data that you upload, provide, or post on the Services may be accessible to certain Users of the Services. You assume all risk of providing such data to other Users of the Services.
To the maximum extent provided under applicable law, you agree to defend, indemnify and hold Dray Alliance (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of your (i) use of the Service, (ii) User Content, (iii) interaction with any other User, (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) your shipment. Dray Alliance reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without Dray Alliance's prior written consent. Dray Alliance will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
By Dray Alliance's separate Terms & Conditions applicable to Carriers, your Carrier agrees to defend, indemnify and hold you (and your officers, employees, and agents) harmless, including costs and attorneys' fees, from all damages, claims or losses arising out of its performance of this Agreement, to the extent such damages, claims or losses are caused by the negligence or intentional conduct of the Carrier or its employees or agents. In no event shall Dray Alliance or your Carrier be responsible for any special or consequential damages related to the Services provided to you.
To the maximum extent provided under applicable law, you agree to defend, indemnify, and hold Carrier (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any and all damages, claims or losses arising out of its performance of this Agreement, to the extent such damages, claims or losses are caused by your or your employee' or agents' negligence or other intentional conduct.
This Agreement shall be deemed executed in the State of California and shall be interpreted, in the event of a dispute arising hereunder, under the laws of California without regard to its conflicts of laws provisions. Any suit must be brought in California, as each party specifically submits to personal jurisdiction and venue within all state and federal courts located within California for disputes involving this Agreement. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
This Agreement will remain in full force and effect while you use the Service. Dray Alliance may at any time terminate this Agreement in its sole discretion if (a) you have breached any provision of this Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (b) Dray Alliance is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); (c) Dray Alliance has elected to discontinue the Service; or (d) for your poor performance as a Shipper in Dray Alliance's sole discretion. Upon termination of this Agreement, your Account and right to access and use the Service will terminate immediately.
This Agreement is subject to occasional revision by Dray Alliance. In the event of any material changes made to the Agreement, Dray Alliance will notify you by electronic mail, or other means of communication, before your next use of the changes on the Service. Any changes to this agreement will be effective upon the earlier of (a) the date you accept the new terms or (b) thirty (30) calendar days following your receipt of the notice of the changes. These changes will be effective immediately for new Users of the Service. Continued use of the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
This Agreement constitutes the entire agreement between you and us regarding the use of the Service. Dray Alliance's failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision, unless a seperate written contract exists between us. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word "including" means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts.
This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Dray Alliance's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
All notices as required by any of the terms and conditions of this Agreement shall be deemed given with the notices prepared, adequately addressed and deposited in the United States mail, postage prepaid. Notices to Dray Alliance are adequately addressed as follows: Dray Alliance Inc. 111 W Ocean, Ste. 1000 Long Beach, CA 90802 Phone: 844-767-6776 Email: info@drayalliance.com
Dray Alliance has your permission to identify you as a customer of Dray Alliance or user of our Services and to reproduce your name and logo on the Site and in any other marketing materials. If you provide Dray Alliance any feedback, suggestions, or other information or ideas regarding the Service ("Feedback"), you hereby assign to Dray Alliance all rights in the Feedback and agree that Dray Alliance has the right to use such Feedback and related information in any manner it deems appropriate. Dray Alliance will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Dray Alliance any information or ideas that you consider to be confidential or proprietary.
In the event that the operation of any portion of this Agreement results in a violation of any law, or if any provision herein is determined by a court of competent jurisdiction to be invalid or unenforceable, Shipper, Dray Alliance and Carrier agree that such portion or provision shall be severable and that the remaining provisions herein shall continue in full force and effect. The terms and conditions set forth herein shall survive the termination of this Agreement.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." DRAY ALLIANCE EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. DRAY ALLIANCE MAKES NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DRAY ALLIANCE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. DRAY ALLIANCE'S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION SERVICES WITH OTHER USERS, BUT YOU AGREE THAT DRAY ALLIANCE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE SERVICES OR ANY TRANSPORTATION SERVICES COORDINATED OR OFFERED OR PURCHASED BY YOU THROUGH THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU ASSUME ALL LIABILITY AND RISK OF USING THE SERVICES AND COORDINATING AND/OR OFFERING TRANSPORTATION SERVICES. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SITE OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS, OR "HACKERS"). DRAY ALLIANCE ONLY OFFERS TECHNOLOGY THAT ENABLES CARRIERS TO COORDINATE TRANSPORTATION SERVICES. DRAY ALLIANCE IS NOT A CARRIER. WE ARE NOT INVOLVED IN THE ACTUAL TRANSPORTATION OF CARGO. AS A RESULT, WE HAVE NO CONTROL OVER THE QUALITY OR SAFETY OF ANY VEHICLE, CARGO OR OF THE TRANSPORTATION THAT OCCURS AS A RESULT OF THIS SERVICE; NOR DO WE HAVE ANY CONTROL OVER THE TRUTH OR ACCURACY OF USERS' INFORMATION LISTED ON DRAY ALLIANCE. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE SERVICES AT ANY TIME WITHOUT NOTICE. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. DRAY ALLIANCE ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. DRAY ALLIANCE IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE,
COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THESERVICES.
DRAY ALLIANCE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DRAY ALLIANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. DRAY ALLIANCE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR ANY THIRD PARTY. DRAY ALLIANCE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND DRAY ALLIANCE'S REASONABLE CONTROL. IN NO EVENT SHALL DRAY ALLIANCE'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICE FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500.00). THE LIMITATIONS AND DISCLAIMER IN SECTIONS 18.7 AND 18.8 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN DRAY ALLIANCE AND YOU.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. If you have any questions about this Agreement, please contact Dray Alliance at info@drayalliance.com
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