Terms of Service Truckbook Inc.
Welcome to www.truckbook.io (the ‘Site’), which is owned and operated by Truckbook Inc., a Delaware corporation (the “Company”, “we”, “us”, interchangeably).
- All visitors (“Site Visitors”) to the Company’s website located at truckbook.io (the “Site”);
- All individuals who provide or submit applications transportation individually or through partner transportation companies (“Drivers”);
- Anyone who downloads and uses (“Platform Visitors”) the Company’s web or app-based software platform (the “Platform”);
- Anyone who enrolls for the Services of the Company (“Clients”).
Site Visitors, Drivers, Platform Visitors, and Clients are referred to collectively as “Users” or “you”, interchangeably.
We reserve the right to change this User Agreement from time to time without notice by posting an updated copy of this User Agreement to the Site. You acknowledge and agree that it is your responsibility to review this User Agreement periodically to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.
II. Responsible Use and Conduct
(a) Resources. By visiting our website and accessing the information, resources, services, products, and tools we provide for you, either directly or indirectly (hereafter referred to as ‘Resources’), you agree to use these Resources only for the purposes intended as permitted by (a) the terms of this User Agreement, and (b) applicable laws, regulations and generally accepted online practices or guidelines.
(b) Prohibited Usage. Wherein, you understand that:
- i. In order to access our Resources, including to form a profile with the Company for interaction with the Company, the Resources, or other Users (an “Account”), you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process (the ‘Registration Information’), or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up to date.
ii. You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your account/s.
iii. Accessing (or attempting to access) any of our Resources by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Resources through any automated, unethical or unconventional means.
iv. Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited.
v. Attempting to copy, duplicate, reproduce, sell, trade, or resell our Resources is strictly prohibited.
vi. You are solely responsible any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.
vii. We provide location-based services, including maps, directions, and routes, through the Platform. You agree not to use such services while driving or operating a motor vehicle, and the you are solely responsible for any damages, claims, or liability arising from or in connection with your use of the Site, the Platform, or the Services while driving.
viii. We may provide various open communication tools on our website, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. You understand that generally we do not pre-screen or monitor content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to our website, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:
A. Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;
B. Infringes on any trademark, patent, trade secret, copyright, or other proprietary rights of any party;
C. Contains any type of unauthorized or unsolicited advertising;
D. Impersonates any person or entity, including any Company employees or representatives.
We have the right at our sole discretion to remove any content that we feel in our judgment does not comply with this User Agreement, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any third-party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us.
(c) Eligibility. To use the Services, you agree that: (1) you must be at least the “Minimum Age” (defined below) or older; (2) you will only have one Account, which must be in your real name; and (3) you are not already restricted by the Company from using the Services. Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the Minimum Age.
“Minimum Age” means the greater of (i) 18 years old or (ii) the age required by applicable law, if such law requires that you must be older in order for us to lawfully provide the Services to you without parental consent (including using of your personal data).
(d) Accountholder Responsibilities. You agree to: (1) use a strong password and keep it confidential and (2) not transfer any part of your Account. You are responsible for anything that happens through your Account unless you close it or report misuse. As between you and others (including your employer), your Account belongs to you. However, if the Services were purchased by another party for you to use, the party paying for such Service has the right to control access to and get reports, as applicable, on your use of such paid Service; however, they do not have rights to your personal Account.
(e) Reverse Engineering. You will not use the Services to create a product or service with features that are substantially similar to or that re-create the features of another Company product or service.
III. Services and Payments
(a) Services. The Company provides services to Users who enroll on the Site at sign up (such Users, ‘Clients’) related to the provision of an online marketplace to search, evaluate, and obtain freelance job opportunities (‘Services’).
i. Services are provided, the election of the Client, on a month-to-month basis (each such month, a “Monthly Term”) or on an annual basis (each such annual period, a “Annual Term”). Monthly Terms and Annual Terms are referred herein interchangeably as ‘Terms’. The period beginning on the Enrollment Date of a Client and continuing through each Term in which such Client is enrolled for Services is referred to as the ‘Engagement Period’.
ii. At the expiration of each Term, the Engagement Period shall be renewed for an additional Term of equal length, unless the Client provides notice to the Company prior to the expiration of such Term of its intent not to renew. Upon receipt of such notice, the Company will not renew the Engagement Period. No portion of the Fee will be refunded or prorated. Nothing in this Section shall be construed to limit the term, duration, or applicability of this User Agreement to all Users generally.
i. Payment Due Date. By enrolling in the Services, Clients agree to pay, for each Term, a service fee (‘Fee’) which shall be charged automatically by the Company’s merchant service provider (i) in the case of Monthly Terms, on each one month anniversary of the Enrollment Date (each, a ‘Monthly Fee’), or (ii) in the case of Annual Terms, on each one year anniversary of the Enrollment Date (each, an “Annual Fee”, and the date of each such payment, as applicable, a ‘Due Date’), which Fee shall be charged to the Client’s preferred payment method on file with such merchant service provider. The Company reserves the right, in its sole discretion, to suspend or terminate Services immediately if the Client fails to pay the applicable Fee by the applicable Due Date.
ii. Billing Information. Payments will be processed by a third-party merchant service provider. The Company will not retain or store data related to the Client’s preferred payments, payment methods, or associated billing information. All payment information will be stored and maintained by the merchant service provider in accordance with its policies and procedures.
iii. Additional Conditions. Failure to pay any applicable Fees will result in the termination of your Services. Also, you agree that:
- Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
- We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
- None of your purchases of Services are subject to refund.
- We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.
(d) Availability. We may change, suspend or discontinue any of our Services. We may also modify our prices effective prospectively upon reasonable notice to the extent allowed under the law.
IV. Termination of Use
(a) Generally. You agree that we may, at our sole discretion, suspend or terminate your access to all or part of the Site, the Resources, and the Services with or without notice and for any reason, including, without limitation, breach of this User Agreement, and nonpayment of any Fees including the Monthly Fee or Annual Fee, as applicable. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any Registration Information.
(b) Termination of Services. Clients may terminate the Services at any time upon notice to the Company. The termination shall be effective as of the end of the then-current Term
(c) Document Destruction. Upon the termination of any Engagement Period, the Company may, in its discretion, retain Data for up to ninety (90) days, at which time the Data will be (i) archived or (ii) deleted, in the Company’s sole discretion. If the Company elects to delete the data will take reasonable efforts delete, remove, or otherwise destroy any such Data in its possession.
(d) Litigation Hold. In the event the Company is served with any subpoena or request for documents or becomes aware of a governmental investigation or audit concerning the Company or a client thereof, or the commencement of any litigation against or concerning the Company or a client thereof, any further disposal of documents shall be suspended until shall time as the Company, with the advice of counsel, determines otherwise. The Company shall take such steps as is necessary to promptly inform all staff of any suspension in the further disposal of documents.
(e) Sharing. Our Services allow messaging and sharing of information in many ways, such as your Account profile information, articles, group posts, links to news articles, job postings, messages. Information and content that you share or post may be seen by other Users. Where we have made settings available, we will honor the choices you make about who can see content or information. For job searching activities, we default to not notifying your connections network or the public. So, if you apply for a job through our Service or opt to signal that you are interested in a job, our default is to share it only with the job poster. We are not obligated to publish any information or content on our Service and can remove it with or without notice.
VI. Limitation of Liability.
(a) As-Is. By using our website, you understand and agree that all Resources we provide are “as is” and “as available”. Company makes no representations or warranties that:
i. the use of our Resources will meet your needs or requirements;
ii. the use of our Resources will be uninterrupted, timely, secure or free from errors;
iii. the information obtained by using our Resources will be accurate or reliable; andiv. any defects in the operation or functionality of any Resources we provide will be repaired or corrected.
Furthermore, you understand and agree that (i) any content downloaded or otherwise obtained through the use of our Resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such content, and (ii) no information or advice, whether expressed, implied, oral or written, obtained by you from the Company or through any Resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this User Agreement.
(b) Warranties. UNLESS OTHERWISE EXPRESSED, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(c) Limitation of Liability. You expressly understand and agree that any claim against us shall be limited to the amount you paid, if any, for use of products, the Resources, and/or Services. The Company will not be liable for any direct, indirect, incidental, consequential, punitive, or exemplary loss or damages which may be incurred by you as a result of using our Resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.
(d) Indemnification. You agree to indemnify, release, and hold harmless the Company and its parent company and affiliates, and their directors, officers, managers, employees, donors, agents, and licensors from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this User Agreement or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this User Agreement. In such event, you shall provide us with such cooperation as is reasonably requested by us.
(e) Third Party Content. This User Agreement does not apply to the websites or services of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website’s administrator or webmaster.
VII. Intellectual Property
(a) Site Content. All content and materials available on the Site, including but not limited to text, graphics, website name, code, images and logos are the intellectual property of the Company, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by the Company.
VIII. Dispute Resolution
(a) Arbitration. Any disagreement or dispute regarding or arising out of this Agreement, except a threat to or breach of Section 6 hereof (which threat or breach shall be subject to remedies at law or at equity in a court of competent jurisdiction, including but not limited to injunctive relief) shall be subject the following dispute resolution process. In the event of such a disagreement or dispute, the Parties shall first attempt to negotiate directly, in good faith, a resolution. Should the Parties not achieve resolution by such means, the Parties shall submit to third-party mediation by a reputable mediation service, or, if the Parties are unable to agree upon a mediator, by a mediator selected by the American Arbitration Association. If such mediation fails, the Parties may invoke arbitration. Such arbitration shall be held in Placer County, California and shall be conducted by an arbitrator agreed to by the Parties, or, if the Parties are unable to agree upon an arbitrator, by an arbitrator provided by the American Arbitration Association. Company may require that such an arbitrator sign a certification stating that said arbitrator is not acquainted with either of the Parties or either of the Parties’ counsel.
(b) Attorney’s Fees. In the event the Company brings any action at law or at equity for the enforcement of any rights hereunder or in connection with any claim, controversy, or dispute arising from or in connection with this Agreement, the Company shall be entitled to collect from the Client, in addition to any damages, all costs, fees, and expenses incurred in such dispute, including but not limited to reasonable attorneys’ fees.
(c) Waiver of Jury Trial. EACH PARTY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY OR ANY AFFILIATE OF SUCH OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.
IX. Miscellaneous Provisions.
(a) Governing Law. This Agreement and any claim or controversy arising hereunder or in connection herewith shall be governed by and construed in accordance with the domestic laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.
(b) Jurisdiction and Venue. You irrevocably submit to the exclusive jurisdiction of any State or Federal court sitting in Placer County, California (collectively, the “Designated Courts”), for the purposes of any suit, legal action, dispute or other proceeding arising out of or relating to this Agreement and the transactions contemplated hereby, and to the non-exclusive jurisdiction of the Courts for the enforcement of any judgment obtained thereunder. You hereby waive objection to the personal jurisdiction of the Designated Courts. You further agree that service of any process, summons, notice or other document by U.S. registered mail to the address provided to us in connection with the Registration Information shall be effective service of process for any action, suit or proceeding in the Courts with respect to any matters to which you have submitted to jurisdiction as set forth above. You irrevocably and unconditionally waive any objection to the laying of venue of any dispute, action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Designated Courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such Designated Court that any such dispute, action, suit or proceeding brought in any such Court has been brought in an inconvenient forum or venue.
(c) Severability. If any provision of this User Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
(e) Assignment. We may assign our rights and obligations under this User Agreement. This User Agreement will inure to the benefit of our successors, assigns and licensees.
(f) Waiver. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this User Agreement, or to exercise any right under this User Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
(g) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in Los Angeles, California, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.
(h) Construction. In the event an ambiguity or question of intent or interpretation arises, this User Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Pronouns shall be deemed to refer to the masculine, feminine, and neutral and to the singular or plural as context requires. The section headings are included for convenience purposes only and shall not affect the meaning or construction of the substantive provisions hereof. The Recitals are incorporated into this Agreement by reference as if fully set forth herein. Each of the Company and you are referred to as a “Party” and together, the “Parties”.
X. Contact Information
If you have any questions or comments about this User Agreement as outlined above, you can contact us at:
Email us at: email@example.com