Please read these Terms and Conditions (the “Terms”) carefully before using RXO Connect™ provided by RXO as Broker, as defined in the Motor Carrier Transportation Agreement executed between RXO and Carrier (the “Agreement”) and incorporated by reference and applicable to these Terms. These Terms supplement your responsibilities as a Carrier or Carrier Representative (each as defined in the Agreement). If you are not a Carrier or Carrier Representative, you may not access and use RXO Connect.
By accessing or using RXO Connect you agree to be bound by these Terms. If you disagree with any part of the Terms or do not consent to do business electronically then you may not access and use RXO Connect.
These Terms are effective as of the date of your initial use of RXO Connect and RXO may terminate these Terms, including any rights herein, in RXO’s sole discretion at any time and for any reason, by providing notice to Carrier. In addition, these Terms will terminate immediately and automatically without any notice if you violate any of the terms and conditions of the Terms or upon termination of the Agreement. If there is a conflict between the terms of the Agreement and these Terms, the Agreement will control. These Terms do not modify the requirements set forth in any load tender or shipper instructions, and any use of RXO Connect must comply with those instructions and the Agreement. You may use RXO Connect if you want to, but RXO does not require you to use RXO Connect. Upon termination of these Terms for any reason all licenses and rights granted herein will also terminate. Any terms by their nature are intended to continue beyond termination or expiration of these Terms will survive termination.
Creating an Account. To use RXO Connect, a Carrier must register for an account (“Account”) via the website at [add URL] and provide certain information as prompted by the registration form. RXO may register an Account on behalf of Carrier and/or Carrier Representative. Carrier represent and warrants that all information submitted is truthful and accurate at the time it is submitted and/or validated. Carrier is responsible for maintaining the confidentiality of its login credentials and is fully responsible for all activities that occur under its Account or any of its Carrier Representative’s Accounts. Carrier agrees to immediately notify RXO of any unauthorized use, or suspected unauthorized use, of its Accounts or any other breach of security. RXO is not liable for any loss or damage arising from Carrier’s failure to comply with these requirements.
Carrier Responsibility. Carrier is solely responsible for each Carrier Representative assigned an administrative role, a dispatcher role, or both, in connection with Carrier’s use of RXO Connect and for maintaining the access and rights of all Carrier Representatives. Carrier agrees to periodically validate the users with access to RXO Connect on Carrier’s behalf and to remove user access if a user or Carrier Representative is no longer a representative, agent, or employee of Carrier. Carrier is, and expressly agrees to be, fully responsible and liable for the use of RXO Connect by any Carrier Representative, even if a Carrier Representative is no longer a representative, agent, or employee of Carrier.
Eligibility. Users must be at least 18 years old to use RXO Connect and RXO Connect is intended for commercial or business purposes only. By agreeing to the Terms, you represent and warrant that you are: (i) at least 18 years old; (ii) that you have not previously been suspended or removed from RXO Connect; and (iii) that your (Carrier’s) registration and/or use of RXO Connect is in compliance with any and all applicable laws and regulations.
Scope of License: Subject to the terms and conditions set forth in these Terms, RXO hereby grants Carrier (and its Carrier Representative(s)) a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use RXO Connect, and any information included therein. Your access and use of RXO Connect and these Terms are personal to you, and you may not transfer the license RXO has granted to you or assign these Terms to someone else.
Location Services. RXO Connect may access location services. RXO Connect stores and processes personal data that you have provided to us. By electing to use RXO Connect, you hereby grant RXO an irrevocable, worldwide, non-exclusive, fully-paid-up license to store, use, and sublicense the location and/or personal data.
Compliance with the Law. You are required to follow all applicable federal, state, local and other laws, including traffic laws, and you agree you will not use RXO Connect in violation of any applicable laws.
Internet Connections. Certain functions of RXO Connect will require an active internet connection. RXO is not responsible for and accepts no liability for RXO Connect not working at full functionality if you do not have internet access or an adequate internet connection.
Third-Party Services. RXO is not responsible for and accepts no liability for the way you (or Carrier) use RXO Connect. Further, when you are using RXO Connect, it is important to bear in mind that, although RXO endeavors to ensure RXO Connect is updated and correct at all times, RXO Connect does rely at least in part on third parties and third-party services to function, and RXO cannot guarantee the accuracy of such services. It is up to you to ensure the services are accurate. RXO accepts no liability for any loss, direct or indirect, you experience as a result of relying wholly on the functionality of RXO Connect. By using RXO Connect, you (and Carrier) agree that we may transfer relevant data to third-parties.
Indemnification. Carrier agrees to indemnify, defend and hold RXO harmless for all claims, demands, costs, damages (including special, indirect or consequential damages), fines, penalties, losses, liabilities (including reasonable attorneys’, accountants’, and experts’ fees and disbursements and other costs of defense, investigation and settlement, costs of containment, cleanup and remediation of spills, releases or other environmental contamination, and costs of enforcement of indemnity obligations), judgments, penalties, fines and other amounts relating to or arising out of (i) the use or misuse of RXO Connect by Carrier or a Carrier Representative regardless of whether a Carrier Representative remains a representative, agent, or employee of Carrier or (ii) Carrier’s breach of these Terms. In the event RXO seeks indemnification or defense from Carrier under this provision, RXO will promptly notify Carrier in writing of the claim(s) brought against RXO or losses attributed to misuse by Carrier for which RXO seeks indemnification or defense. RXO reserves the right, at RXO’s option and in RXO’s sole discretion, to assume full control of the defense of claims, if applicable, with legal counsel of RXO’s choice. Carrier may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by RXO or bind RXO in any manner, without RXO’s prior written consent. In the event RXO assumes control of the defense of such claim, RXO will not settle any such claim requiring Carrier to admit liability without Carrier’s prior written approval.
Changes. RXO is committed to ensuring that RXO Connect is as useful and efficient as possible. For that reason, RXO reserves the right to make changes to RXO Connect or to charge for its services, at any time and for any reason. RXO will not charge you for RXO Connect or its services without providing advance written notice of change in fee structure or policy.
Updates, Maintenance and Support. RXO reserves the right to update RXO Connect at any time. RXO does not warrant or represent that it will update RXO Connect, or that RXO Connect will work on all browsers or older versions of browsers. RXO may stop providing RXO Connect and may terminate use of it at any time without giving notice of termination to you. Unless RXO expressly commits or agrees in writing otherwise, upon any such termination, (a) the rights and licenses granted to you in these terms will end; and (b) you must stop using RXO Connect.
Links to Other Web Sites. RXO Connect may contain links to third-party web sites or services that are not owned or controlled by RXO. RXO has no control over, and assumes no responsibility or liability for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that RXO will not be responsible or liable, directly or indirectly, for any damage or loss caused by or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party web sites or services.
Warranty. You expressly acknowledge and agree that use of RXO Connect is at your sole risk, and that the entire risk as to satisfactory quality, performance, accuracy, and effort is with you. RXO will not have any liability for any claims, losses, damages, costs, or expenses attributable to any failure to conform, if any. To the maximum extent permitted by applicable law, RXO Connect is provided “as is” and “as available,” with all faults and without warranty of any kind, and RXO hereby disclaims all warranties and conditions with respect to RXO Connect, whether express, implied, or statutory, including, but not limited to, the implied warranties or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and of non-infringement of third-party rights. RXO does not warrant (A) against interference with your enjoyment of RXO Connect, (B) that the functions contained in, or services performed or provided by, RXO Connect will meet your requirements, (C) that the operation of RXO Connect will be uninterrupted or error-free, or (D) that defects in RXO Connect will be corrected. No oral or written information or advice given by RXO, or its authorized representative, will create a warranty.
Limitation of Liability. To the extent not prohibited by law, in no event will RXO be liable for personal injury or any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to your use or inability to use RXO Connect, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if RXO has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event will RXO’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.
Intellectual Property Rights. You agree that RXO Connect contain proprietary information and material that is owned by RXO or its licensors and is protected by applicable intellectual property and other laws. You may not send it on to anyone else, and you are not allowed to copy or modify RXO Connect, any part of RXO Connect, or RXO’s trademarks in any way. You are not allowed to decompile, reverse engineer, disassemble, attempt to extract the source code of, decrypt, or modify RXO Connect, and you also must not try to translate RXO Connect into other languages, or make derivative versions. You shall not engage in “spidering,” “screen scraping,” “database scraping,” harvesting of user information, or any other automatic means of accessing, logging-in or registering on this website, or obtaining or accessing any information from or through the RXO Connect. RXO Connect itself, and all the trademarks, copyright, database rights and other intellectual property rights related to it belong to RXO or its third-party licensors. In the event that a third-party claims RXO Connect or your possession and use of RXO Connect infringes on any third party’s intellectual property rights, RXO will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim. If Carrier or any of Carrier’s employees, contractors, and agents sends or transmits any communications or materials to RXO by mail, email, telephone, or otherwise, suggesting or recommending changes to RXO Connect including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. Carrier hereby assigns to RXO on Carrier’s behalf, and on behalf of Carrier’s employees, contractors, and agents, all right, title, and interest in, and RXO is free to use, without any attribution or compensation to Carrier or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although RXO is not required to use any Feedback.
Audit. Carrier hereby grants RXO and RXO authorized representatives’ access to Carrier’s premises and all pertinent documents and other information, whether stored in tangible or intangible form, including any books, records and accounts, correspondences, payment, or other transaction information for the purpose of auditing compliance with this Agreement. Carrier will cooperate fully with RXO in connection with any such audit or inspection and will grant access to RXO promptly upon RXO’s request.
Legal Compliance. You represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (B) you are not listed on any U.S. Government list of prohibited or restricted parties.
Geographic Restrictions – RXO Connect, and certain content available within RXO Connect, are currently available only the United States, Mexico, and Canada. You agree that you will not present any false, inaccurate or misleading information in an effort to misrepresent yourself as a resident of a supported state or country, and you will not attempt to circumvent any restrictions on access to or availability of RXO Connect.
Changes to the Terms. RXO reserves the right, in its sole discretion, to modify or replace these Terms at any time. Your (or Carrier’s) continued use after such modification(s) or change(s) are made constitutes your (and Carrier’s) acceptance of such updated Terms.
Governing Law; Venue; Waiver of Jury Trial. This Agreement will be construed, to the extent not preempted by applicable federal law, under the laws of the State of North Carolina, without giving effect to any choice or conflict of law rules. All lawsuits shall be brought exclusively in the State of North Carolina. Each party consents to the jurisdiction and venue of any court adjudicating the dispute in accordance with the foregoing sentence. EACH PARTY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.
Contact Us. If you have any questions about these Terms, please contact RXO: 11215 N Community House Rd, Charlotte, NC 28277; +1 (855) 976-9165; [email protected]
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