Last updated September 21, 2020
This is subscription agreement (“Agreement”) between Loadlink Technologies (“Loadlink”) and your company (“Company”) (which refers to you personally if you are acting on your own behalf, or the Corporation or other legal entity for which you are an authorized representative) governs the terms and conditions by which Company accesses and interacts with Loadlink’s On-line services and database facilities (“On-line Services”) during the term of the Agreement as indicated on registration form (“Term”).
LOADLINK IS WILLING TO ISSUE TO COMPANY A SUBSCRIPTION TO ACCESS ITS ON-LINE SERVICES ONLY ON THE CONDITION THAT COMPANY ACCEPTS ALL THE TERMS CONTAINED IN THIS AGREEMENT. IF COMPANY DOES NOT AGREE TO THE AGREEMENT, LOADLINK IS UNWILLING TO PROVIDE COMPANY WITH ACCESS TO ON-LINE SERVICES.
Company may access Loadlink’s On-line Services from a personal computer provided it meets the minimum technology requirements. Loadlink supports the latest major stable releases and last prior stable version of the following browsers:
Google Chrome – Major version 70 and up
Firefox – Major version 64 and up
Safari (macOS) – Major Version 12 and up
iOS – Major version 11 and up
Android – Version 6 and up”
Terminal Servers and VPNs are only available for Enterprise Accounts
Loadlink grants Company during the Term a non-exclusive, non-transferable, revocable license to use the software, and/or On-line Service as modified or enhanced from time to time, and accompanying documentation (collectively the “System”). Loadlink (or its licensor, in the case of any incorporated third party software) retains ownership of the System and data, and all rights not specifically given to Company in this license. Loadlink grants to Company the right to use the System on a per user and/or per computer basis in the location(s) specifically registered on the registration form.
If Company is a competitor to Loadlink, Company shall not, directly or indirectly, access or use the Loadlink System without Loadlink’s explicit, advance, written consent, and then only for the purposes authorized by Loadlink in writing.
Company should assume that everything Company sees or reads on the System is copyrighted unless otherwise noted and may not be used without the written permission of Loadlink. Loadlink neither warrants nor represents that Company’s use of materials displayed on the System will not infringe rights of third parties not owned by or affiliated with Loadlink.
Images of people or places displayed on the System are either the property of, or used with permission by, Loadlink. The use of these images by Company, or anyone else authorized by Company, is prohibited unless specifically permitted by this Agreement or by specific permission provided elsewhere on the System. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statues.
The source code of the System shall remain the property of Loadlink. This Agreement does not grant access to Loadlink’s source code. Company shall not use Loadlink’s registered trademarks, including the name of Loadlink, or any of its product names, in any of Company’s business materials, including without limitation, advertisements, websites, and other promotional items. Company shall not transfer or assign the System, any accompanying documents, access codes, or any rights granted hereunder without the prior written consent of Loadlink. Company may not reverse engineer, decompile, or disassemble the System, and Company may not remove, alter, or deface any proprietary notices on the System. Loadlink will own all modifications and Company will assign all rights in such modifications, including copyrights, to Loadlink. All rights and privileges not granted to Company by this Agreement and shall remain solely vested in the Company.
The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the System, including, but not limited to, Loadlink , Freightfirst, Loadlink, Loadlinkonline, Linklive, Linkdispatch, Driverlink, Posting Index, Rate Index, NADB, are registered and unregistered Trademarks of Loadlink and others. Nothing contained on the System should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on the System without the written permission of Loadlink or such third party that may own the Trademarks displayed on the System. Company’s use of the Trademarks displayed on the System, or any other content on the System, except as permitted in writing by Loadlink or as otherwise provided in this Agreement is strictly prohibited. Company is also advised that Loadlink will aggressively enforce its intellectual property rights to the fullest extent of the law.
Loadlink has the right to aggregate Customer’s data entered into Loadlink’s System to create market indexes and indicators. Such indexes and indicators are the property of Loadlink. Loadlink will make all commercially reasonable efforts to prevent Company’s data from being in any way identifiable as originating with Company.
Usage and Access Rights
Company is permitted to electronically transmit information concerning transportation related services. Loadlink’s standard service permits the number of users in a single office specified on the registration form with a maximum of ten (10) Company users per account. Company’s use of On-Line Services may be subject to a usage limit based on fair usage. If company is to exceed that limit, Company may be subject to additional usage charges. Unless otherwise specified on the registration form, Company may open 5 service tickets with Loadlink per month, at which point Company may open additional service tickets at a cost of $25 per call. Company acknowledges that all information provided by Loadlink to Company is solely for Company’s own internal business use. Company is prohibited from utilizing the data or On-line Services on behalf of another office or company or rebroadcasting or redistributing any information. All user login credentials provided under Company’s license are for use solely by Customer’s employees or agents and may not be shared. Customer’s subscription does not cover Customer’s employees or agents that are employed at an office location not included in Customer’s office subscription listed on the registration form. A separate subscription is required for each business location used by Customer’s agents and employees. Company may not use servers, VPNs, and other technologies in order to disguise Company’s access of the System. Loadlink reserves the right to remotely audit Company’s usage to determine compliance with this policy. If Loadlink reasonably determines that Company has violated this Agreement, Loadlink may terminate Company’s access. Company’s users must access the system from a single platform and Company may also access the On-Line Services remotely from mobile devices, only by using Loadlink’s mobile application, on devices approved by Loadlink from time to time. For greater certainty such access in no way limits Company’s obligations to comply with this Agreement, including that all access be solely for use by the Company and not on behalf of another office or company.
Company shall not, and shall not permit others to directly or indirectly access or use the Loadlink services or System for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Loadlink Services or System or allow direct or indirect access by a competitor of Loadlink.
Loadlink may provide certain Products via Customer’s mobile phone or other device if Customer has subscribed to them (collectively, the “Mobile Services”). Customer’s mobile carrier’s normal messaging, data, and other rates and fees may apply to Company’s use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by Company’s mobile carrier, and not all Mobile Services may work with all carriers or devices. Company is responsible for checking with Company’s mobile carrier to determine if the Mobile Services are available for Company’s mobile devices, what restrictions, if any, may be applicable to Company’s use of the Mobile Services and how much they will cost Company. By using the Mobile Services, Company agrees that Loadlink may communicate with Company by SMS, MMS or other electronic means to Company’s mobile device and that certain information about Company’s usage of the Mobile Services may be communicated to Loadlink. In the event Company changes or deactivates Company’s mobile telephone number, Company agrees to promptly update Company’s mobile subscription account information with Loadlink.
Loadlink will charge Company in advance for the membership and network access fee and period selected on the registration form, with such fee changing from time to time with prior notice to Company. Membership and network access fees are non-refundable or creditable. DO NOT SEND CASH IN THE MAIL. Company understands Company’s credit card will be charged or Company’s account will be debited for the services selected immediately upon receipt of Company’s access passwords. Account will be debited based upon the pre-authorized payment form. Payment is due if account has not been cancelled even if not used. Administrative fees of $75 shall be applied the first time the Company’s payment (cheque, credit card, EFT or other) is rejected for any reason by Company’s financial institution and subsequent rejections shall result payments increasing by $25 each time (e.g. $100 for rejection two, $125 for rejection three, and so on). Failure to pay this or any other outstanding invoice will result in loss of access and service. All administrative fees must be paid in full before an account can be reinstated. For services added midway through the billing cycle, billing will be prorated.
Company may terminate (without refund or credit) this Agreement by providing 30 days prior written notice to Loadlink. Loadlink reserves the right to deny or cancel On-line Service to anyone at its sole discretion and to cancel On-line Service for non-payment, providing false information, fraudulent or unlawful misconduct and if complaints are received. Failure to comply with the terms of the Agreement will result in immediate discontinuance of access and service, and possible legal action. Upon termination of this Agreement, Company shall forthwith cease all use of the software and/or On-line Services and certify in writing that Company have complied with these obligations.
Following reasonable notice, Loadlink may interrupt access to the database facilities in order to maintain, modify, or enhance said facilities. While Loadlink shall use reasonable efforts to assure the access to the database is uninterrupted, Loadlink assumes no responsibility for interruptions of or delays in access of the same. Loadlink may, from time to time, and in its sole discretion, change the content or format of the database facilities in accordance with general changes made to its standard service offerings.
Company acknowledges that neither a Loadlink, nor any third-party supplier of information to Loadlink (including any other subscriber), guarantees, warrants, or provides conditions for the accuracy, completeness, merchantability, or fitness for a particular purpose, of the information supplied to Company, whether supplied directly by Loadlink or a third-party supplier (including any other subscriber) through Loadlink’s or third-party suppliers’ database facilities. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to Company. Check Company’s local laws for any restrictions or limitations regarding the exclusion of implied warranties. Information provided by any third-party supplier of credit information is to be used solely in connection with a present or prospective credit or financial transaction with the business entity reported upon or for other legitimate business purposes, and is to be maintained in confidence and disclosed only to persons whose duties reasonably relate to the business purposes for which the information was requested. Loadlink does not represent, warrant, or covenant that the On-line Services or other services and other activities provided under this agreement will meet Company’s requirements, that operation of the On-line Services will be uninterrupted or error-free, or that all On-line Service errors will be corrected. Company acknowledges that Company is solely responsible for ensuring the accuracy and completeness of any electronic information submitted to Loadlink.
Loadlink has not reviewed all of the sites linked to the System and is not responsible for the content of any off-site pages or any other sites linked to the System. Company’s linking to any other off-site pages or other sites are at Company’s own risk.
Company’s use of and browsing in the System are at Company’s own risk. Loadlink also assumes no responsibility, and shall not be liable for any damages to, or viruses that may infect Company’s computer equipment or other property on account of Company’s access to, use of, or browsing in the System or Company’s downloading of any materials, data, text, images, video, or audio from the System.
Loadlink is not responsible for problems caused by changes in the operating characteristics of Company’s computer hardware or computer operating systems which are made after the release of new On-line Services, nor for problems in the interaction of the On-line Services with non-Loadlink software. Loadlink will have no responsibility to replace or refund any license fee for media damaged by accident, abuse or misapplication, or service interruption.
Although Loadlink may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and the like on the System or posting service, Loadlink is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information contained within such locations on the System. Company is prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Loadlink will fully cooperate with any law enforcement authorities or court order requesting or directing Loadlink to disclose the identity of anyone posting any such information or materials. Loadlink reserves the right to remove messages or material posted by users of the System to message boards or other areas, in its sole discretion. By submitting messages and/or materials to the System, each user agrees to indemnify, defend and hold harmless Loadlink from all damages, costs and expenses, including reasonable attorneys’ fees and costs arising out of all claims, challenges or actions, including claims for infringement, libel and slander, related to the user’s submission.
IN NO EVENT SHALL LOADLINK OR ITS EMPLOYEES, SUPPLIERS, SUBCONTRACTORS, OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE ON-LINE SERVICES, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT, (INCLUDING NEGLIGENCE), OR OTHERWISE. COMPANY FURTHER AGREES THAT LOADLINK AND ITS EMPLOYEES, AGENTS, SUPPLIERS, OR SUBCONTRACTORS WILL NOT BE LIABLE FOR ANY CLAIM MADE AGAINST COMPANY BY ANY THIRD PARTY. IF COMPANY’S RIGHTS HEREUNDER ARE GOVERNED BY THE LAWS OF A JURISDICTION WHICH DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO COMPANY OR MAY APPLY ONLY IN PART. LOADLINK DOES NOT GUARANTEE THE CREDIBILITY OF ANY CONTACT MADE, NOR ANY CONTRACTS OR AGREEMENTS ENTERED INTO, EITHER WRITTEN OR VERBAL, BETWEEN ANY PARTIES AS A RESULT OF THE LOADLINK’S ON-LINE DATABASE. FOR ON-LINE SERVICES AND ALL OTHER SERVICES AND ACTIVITIES OF LOADLINK UNDER THIS AGREEMENT, LOADLINK’S ENTIRE LIABILITY AND COMPANY’S EXCLUSIVE REMEDY HEREUNDER SHALL BE THE RETURN OF THE SUBSCRIPTION FEE LISTED ON THE THEN-CURRENT REGISTRATION FORM FOR THE ON-LINE SERVICES
Company agrees to indemnify and hold Loadlink, and its employees, agents, suppliers, subcontractors, harmless from all claims, damages and other liabilities asserted against or incurred by Loadlink which arises from: (i) any negligent or intentional act or omission by Company, any other Company, clients of Company, supplier, or any breach by Company of any provision of this Agreement; or (ii) any Claims by any Related Parties. “Claims” means any claim, action or proceeding, including any procedure by Company seeking to include Loadlink as a third party, mise-en-cause or impleading or joinder of any nature, actions, whether said application is made as of right or upon permission of a court or tribunal of any nature.
Jurisdiction and Venue
This Agreement and the terms hereof shall at all times be governed by and construed and interpreted pursuant to the laws of the Province of Ontario and the laws of Canada applicable therein. Company submits to the courts of Ontario, and agree that any claim, action, or proceeding instituted in connection with this Agreement shall be brought in Ontario and that the courts of Ontario shall have exclusive jurisdiction in respect of any such claim, action, or proceeding. Company waives any right to commence or participate in any class actions against Loadlink in relation to this Agreement.
Company may not assign this Agreement. Company acknowledges that the On-line Services and all other services under this Agreement which form the subject matter of this Agreement, were compiled, revised, selected, and arranged by Loadlink through the application of methods and judgments developed and applied through the expenditure of substantial time, money, and effort, and constitute valuable copyright including protected compilations, and trade secrets of Loadlink. Company agree not to sell, transfer, assign, publish, distribute, disseminate, allow any third-party access to, or convey any part of the on-line database. Company further agrees not to save, or permit any third-party to save, all or any portion of the software or on-line database. Company shall, however, have the right to print single copies of search results performed or approved reports obtained by Company in the normal course of access in the database.
Changes to Agreement
Loadlink may change, modify, add, or remove additions, requirements, or restrictions contained in this Agreement at any time. Loadlink shall notify Company in advance of any such changes to the Agreement by posting notices of such changes on its websites at www.loadlink.ca, or by sending notice via email or regular mail. Company’s continued use of the On-line Services shall be deemed an acceptance by Company of the Agreement as amended. If Company does not agree to one or more of the amendments to the Agreement, Company must immediately cease using the software and/or On-line Services and notify the Company that Company are terminating the Agreement.
The Headings herein have been inserted solely for the convenience of reference and shall not affect the constitution or interpretation of this Agreement.
The Parties confirm that it is their wish that this Agreement be drawn up in English only. Les Parties aux présentes confirment leur volonté que la présente convention soit rédigée en anglais seulement.
† Communications will be sent by Loadlink to the e-mail noted above. Such communications include but are not limited to newsletters containing news, product updates, and promotions regarding the products and services that relate to me and my business.
*You can withdraw your consent at any time.*