These Terms of Use (hereinafter referred to as the “Terms”) govern your use of the products, software and services (hereinafter referred to as the “Service”) provided by National Produce Exchange, Inc. (hereinafter referred to as “NPX”), a Nevada State Corporation and any and all of its subsidiaries or affiliated companies, such as National Carrier Exchange (hereinafter referred to as “NCX” or “NPX Entity”) or others.
These Terms also include and incorporate by reference the NCX Privacy Policy, found at https://www.nationalcarrierexchange.com/privacy.html, as well as any other legal notices and policies posted by NPX or NCX from time to time relating to the Service. By creating an account or otherwise using the Service, you accept and agree to be bound by these Terms.
You also agree that you have the right to act on behalf of any entity you represent or which employs you and that you possess the right to legally bind any such entity to these Terms.
You understand and agree that neither NPX or NCX is a freight carrier or an agent for a freight carrier; moreover, neither NCX or NPX is a shipper or an agent for a shipper. You understand and agree that Neither NCX or NPX is a broker or a freight forwarder nor an agent for such. You understand and agree that NPX and NCX are acting solely in the role of an information provider and that neither NCX nor NPX represent the buyer nor the seller of any services in any transactions or contracts of haul in any way. You understand and agree that neither NCX or NPX are additional named insured or mentioned in the contracts of haul of any of the parties involved in transactions. You understand and agree that the role of NCX and NPX is simply to provide an online forum for parties to meet, communicate, negotiate with one another and conduct business.
You specifically agree and affirm that you are not a freight broker, nor an employee, agent or representative of a freight broker, and that freight brokers, their employees, agents and representatives are expressly disallowed from use of the Service in any capacity. You understand and agree that the Service is provided for the sole use of licensed, insured and authorized freight carriers and direct shippers, not third parties or intermediaries. You agree and affirm that you will take any necessary action required to keep the functions, operational details and access privileges you possess related to the Service confidential from any such disallowed parties.
NPX and NCX reserve the right, at their sole discretion, to change, modify, add or remove portions of these Terms at any time by posting the amended Terms on or within the Service. We may, at our sole discretion, provide notice of such changes, such as an e-mail message, update or message within the Service, but you agree that it is your responsibility to periodically check the Terms for changes. You will be deemed to have accepted any changes to the Terms by continuing to use the Service. Unless otherwise stated, all amended terms shall be effective immediately after they are initially posted.
You may only use the Service if you are over the age of 18 (or are over the age of majority, if the age of majority is under 18 in your jurisdiction) and are not barred from using the Service by law.
You will be required to register an account to use certain aspects of the Service. You are responsible for maintaining the confidentiality of your account login information and you are solely responsible for anything that happens through the use of your account. You may cancel any account registered to you at any time by contacting support@NationalCarrierExchange.com.
When creating or updating your account, or otherwise using the Service, you may be required to provide NCX or NPX with personally identifiable information or with information about your employer or the entity you represent. This information will be held in accordance with the NCX Privacy Policy. You agree that you will supply accurate and complete information to NPX and NCX, and that you will update any such information promptly after it changes.
You or an entity you represent or are employed by are responsible for all costs necessary in order for you to connect to and use the Service, including but not limited to costs associated with internet connection, software, hardware or other equipment.
You agree that responsibility for the presence and accuracy of documents related to the carriage of freight such as, but not limited to, cargo manifests, bills of lading or proof of delivery lays with the party that enters such documents or data into the Service, and is not the responsibility of NPX or NCX.
You agree that responsibility for the presence and accuracy of documents related to the carriage of freight such as, but not limited to, cargo manifests, bills of lading or proof of delivery lays with the party that enters such documents or data into the Service, and is not the responsibility of NPX or NCX.
The following rules shall apply to your use of the Service:
You agree that you are solely responsible for and warrant your compliance with all applicable laws, rules, and regulations, including but not limited to customs laws, hazardous materials laws, import and export laws and governmental regulation of any state and country to, from, through or over which any shipment you have responsibility for may be carried.
NPX and NCX reserve the right to suspend or revoke your Account and/or your access to the Service if NPX or NCX suspect you have violated the letter or spirit of any of these Terms.
NPX and NCX reserve the right to stop offering and/or supporting the Service or any particular part of the Service at any time either permanently or temporarily. In such event, neither NPX nor NCX shall have any liability in connection with such discontinued elements of the Service, and shall not be required to provide refunds, benefits or other compensation to users other than to continue to support transactions that are active in the Service at that time.
The Service, including without limitation any patents, trademarks, software including source and object code, and copyrightable materials incorporated in or displayed on the Service, is owned by NPX. NPX reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Service. You agree not to modify, rent, lease, loan, sell, assign, distribute, reverse engineer, or create derivative works based on any element of the Service except as expressly authorized by NPX in a separate written agreement.
Subject to the Terms, NPX grants you a personal, non-transferable, non-exclusive license to use the Service, provided that such license does not include the right to use, copy, or incorporate any NPX, NCX or third party trademark, service mark, or trade dress outside of the Service without the written consent of the relevant rights holder.
Notwithstanding any provision to the contrary herein, you agree that you have no ownership or other proprietary rights in or to an account or any other attributes associated with an account or stored on the Service.
You agree to make all payments and pay all fees and applicable taxes incurred by you or anyone using an account registered to you. NPX or NCX may revise the pricing for the goods and services it licenses to you through the Service at any time at its sole discretion. You acknowledge that neither NPX or NCX is required to provide a refund for any reason, and that you will not receive money or other compensation when an Account is closed, whether such closure was voluntary or involuntary.
You agree to not circumvent the Service and establish separate business relationships with other Members of the Service that the Service has introduced to you and has acted (or would normally act) as a conduit on an ongoing basis through both parties' normal use of the Service.
You agree that by registering to use the system, and continuing to use the system, you are granting NPX and NCX the right to obtain additional information on both yourself and the entity you represent through the information you provide. You agree and understand that any such information may be made available to other users of the software so they may evaluate you prior to doing business with you, and by accepting the terms and conditions of this policy through your ongoing use of the platform, you expressly consent to such disclosure. Further, you agree to indemnify and hold harmless both NPX and NCX, their shareholders and officers from any cause, suit or action that may arise from said disclosure for any reason, whether you are the subject or recipient of the information, and furthermore acknowledge that neither NPX or NCX has made any representations or warranties as to the accuracy of the information that was provided.
You agree that if you submit suggestions, proposals, comments or other materials within the Service or via E-Mail, including but not limited to all correspondence and communication with NPX or NCX support personnel (including third party support personnel contracted by NPX or NCX) (collectively “Submissions”), you understand and agree that NPX (1) shall have no obligation to keep your Submissions confidential; (2) shall have no obligation to return your Submissions or respond in any way; and (3) may use your Submissions for any purpose in any way without notice or compensation to you.
You agree that the contents of all of your online communications (including without limitation e-mail, chat text, voice communications, IP addresses and your personal information) may be accessed and monitored as necessary to provide the Service and may be disclosed: (i) when we have a good faith belief that we are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations (iii) where we believe that the Service is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when we have a good faith belief that there is an emergency that poses a threat to the health and/or safety of you, another person or the public generally; and (v) in order to protect the rights or property of NPX or NCX, including to enforce these Terms of Use. By entering into these Terms of Use, you hereby provide your irrevocable consent to such monitoring, access and disclosure.
You understand that the Service may at some point feature advertisements from NPX, NCX or third parties. This disclosure of information for third party advertising is addressed in NCX’s Privacy Policy.
NPX or NCX may provide links on the Service to third party websites or vendors who may invite you to participate in promotional offers, or to visit their sites for other purposes. Any charges or obligations you choose to incur in your dealings with these third parties are your responsibility. Neither NPX nor NCX makes any representation or warranty regarding any content, goods and/or services provided by any third party even if linked to from our Service, and will not be liable for any claim relating to any third party content, goods and/or services. The linked sites are not under the control of NPX or NCX, and may collect data or solicit personal information from you. Neither NPX nor NCX is responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement by NPX or NCX of these linked sites.
You understand that the Service is an evolving one. NPX or NCX may require that you accept updates to the Service, and may automatically update the Service at any time with or without notifying you. You may need to update third party software from time to time in order to receive the Service and use the Service’s software and/or hardware.
You agree to indemnify, save, and hold both NPX, NCX, their affiliated companies, contractors, employees, agents and their third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms of Use, or any breach of the representations, warranties, and covenants made by you herein. NPX and NCX reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify NPX or NCX, and you agree to cooperate with their defense of these claims. NPX and NCX will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of your account(s) or of the Service.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE NPX ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.
YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE NPX ENTITIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE NPX ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
The term "Dispute" means any dispute, claim, or controversy between you and the NPX Entities relating to the Service, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this ARBITRATION section (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced. If you have a Dispute with any NPX Entity or any of a NPX Entity's officers, directors, employees and agents that cannot be resolved through negotiation within the time frame described in the dispute notice clause below, other than those matters listed as excluded below, you and the NPX Entity that you have a Dispute with agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this ARBITRATION section, and not litigate any Dispute in court. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.
ANY CLAIMS FILED BY YOU OR BY A NPX ENTITY IN SMALL CLAIMS COURT ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS ARBITRATION SECTION.
IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS ARBITRATION SECTION, YOU MUST NOTIFY NPX IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO NATIONAL PRODUCE EXCHANGE, INC., 5757 W CENTURY BLVD., SUITE 700-1, LOS ANGELES, CA 90045, UNITED STATES, ATTN: LEGAL DEPARTMENT AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR ACCOUNT ID, IF YOU HAVE ONE, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH ANY NPX ENTITY THROUGH ARBITRATION.
IF YOU HAVE A DISPUTE WITH ANY NPX ENTITY, YOU MUST SEND WRITTEN NOTICE TO NATIONAL PRODUCE EXCHANGE, INC., 5757 W CENTURY BLVD., SUITE 700-1, LOS ANGELES, CA 90045, ATTN: LEGAL DEPARTMENT TO GIVE NPX OR THE NPX ENTITY YOU HAVE A DISPUTE WITH THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION. You agree to negotiate resolution of the Dispute in good faith for no less than 60 days after you provide notice of the Dispute. If the NPX Entity you have a Dispute with does not resolve your Dispute within 60 days from receipt of notice of the Dispute, you or the NPX Entity you have a Dispute with may pursue your claim in arbitration pursuant to the terms in this ARBITRATION section.
ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND THE NPX ENTITY WITH WHICH YOU HAVE A DISPUTE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION DOES NOT PRECLUDE YOUR PARTICIPATION AS A MEMBER IN A CLASS ACTION FILED ON OR BEFORE AUGUST 20, 2011. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.
If you or the NPX Entity you have a Dispute with elect to resolve your Dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association ("AAA"), www.adr.org, or JAMS, www.jamsadr.com. The terms of this ARBITRATION section govern in the event they conflict with the rules of the arbitration organization selected by the parties.
Because the Service provided to you by the NPX Entity you have a Dispute with concerns interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all Disputes. However, applicable federal or state law may also apply to the substance of any Disputes. For claims of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes ("Supplementary Procedures") shall apply including the schedule of arbitration fees set forth in Section C-8 of the Supplementary Procedures; for claims over $75,000, the AAA's Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to and negotiated in good faith with the NPX Entity you had a Dispute with as described above, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys' fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to the NPX Entity you have a Dispute with. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
You or the NPX Entity you have a Dispute with may initiate arbitration in either Los Angeles County, California or the United States county in which you reside. In the event that you select the county of your United States residence, the NPX Entity you have a Dispute with may transfer the arbitration to Los Angeles County, California in the event that it agrees to pay any additional fees or costs you incur as a result of the change in location as determined by the arbitrator.
If any clause within this ARBITRATION section (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this ARBITRATION section, and the remainder of this ARBITRATION section will remain and be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire ARBITRATION section will be unenforceable, and the Dispute will be decided by a court and you and the NPX Entity you have a dispute with each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.
If any clause within this ARBITRATION section (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this ARBITRATION section, and the remainder of this ARBITRATION section will remain and be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire ARBITRATION section will be unenforceable, and the Dispute will be decided by a court and you and the NPX Entity you have a dispute with each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.
This ARBITRATION section shall survive any termination of this Agreement.
The laws of the State of Nevada, without regard to its conflict of law rules, govern these Terms and any Dispute between you and the NPX Entities not subject to arbitration and not initiated in small claims court will be litigated in a court of competent jurisdiction in either Clark County District Court in Las Vegas, Nevada or United States District Court for the District of Nevada – Las Vegas.
NPX or NCX may assign or delegate these Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms or Privacy Policy not addressed above without either NPX’s or NCX’s prior written consent and any unauthorized assignment and delegation by you is void and ineffective.
These Terms of Use contain the entire understanding of you and the NPX Entities, and supersede all prior understandings of the parties hereto relating to the subject matter hereof whether electronic, oral or written or whether established by custom, practice, policy or precedent between you and NPX or NCX with respect to the Service.
The failure of NPX or NCX to require or enforce strict performance by you of any provision of these Terms of Use, or the NCX Privacy Policy, or failure to exercise any right under them shall not be construed as a waiver or relinquishment of NPX's or NCX’s right to assert or rely upon any such provision or right in that or any other instance.
The express waiver by NPX or NCX of any provision, condition, or requirement of these Terms of Use or the NCX Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Except as expressly and specifically set forth in this these Terms of Use, no representations, statements, consents, waivers, or other acts or omissions by NPX or NCX shall be deemed a modification of these Terms of Use nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of NPX or NCX.
We may notify you via postings on www.NationalCarrierExchange.com and/or via e-mail and/or any other communications means contained within the contact information you provide to us. All notices given by you or required from you under these Terms or the Privacy Policy shall be in writing and addressed to: NATIONAL PRODUCE EXCHANGE, INC., 5757 W CENTURY BLVD., SUITE 700-1, LOS ANGELES, CA 90045. Any notices you provide without compliance with this shall have no legal effect.
Notwithstanding the binding arbitration provisions hereof and any contrary provisions herein, NPX and NCX have the following equitable rights and remedies:
You acknowledge that the rights granted and obligations made under these Terms of Use to NPX and NCX are of a unique and irreplaceable nature, the loss of which shall irreparably harm NPX and NCX, and which cannot be replaced by monetary damages alone. Accordingly, NPX and NCX shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages (if any), limited as above.
You, NPX and NCX agree that if any portion of these Terms of Use is found to be unenforceable by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such unenforceability, and the remaining Terms shall continue in full force and effect.
Except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to these Terms.
Neither NPX nor NCX shall be liable for any delay or failure to perform resulting from causes outside the reasonable control of NPX or NCX, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond the NPX Entities’ control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
Phone: 213-232-8687
Address: 5757 W Century Blvd. Suite 700, Los Angeles, CA 90045
General Inquiries: Info@NationalCarrierExchange.com
Marketing Contact: Marketing@NationalCarrierExchange.com
Press Contact: Press@NationalCarrierExchange.com
Customer Support: Support@NationalCarrierExchange.com