MEMBER COMPANY TERMS OF SERVICE
[Effective January 1, 2011]

Please review these Terms of Service ("Terms and Conditions") carefully before continuing with the Registration process on or use of the mycarrierresources.com website ("Site"). These Terms and Conditions apply to and govern the Site and services offered on the Site. Your use of the Site constitutes your agreement to be bound by all terms, conditions, and notices contained herein and as they may change, from time to time.

"You" refers to the individual completing the Registration process and/or using the Site, and if you are accessing and using the Site on behalf of a corporation, partnership, limited liability company, or other business entity, then "You" also includes that entity and all individuals gaining access through its member company account on the Site. Please note that these terms and conditions contain waivers by You of certain rights You have against Us, Our affiliates, and Our or their directors and representatives.

ACCEPTANCE OF THESE TERMS
These "Terms and Conditions" constitute an agreement between you and My Carrier Resources, LLC,  a Missouri corporation, the owner of the Site, doing business as My Carrier Resources, LLC ("We", "Us", and "Our"). YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND CONDITIONS CAREFULLY, UNDERSTAND EACH OF THEM AND AGREE TO BE BOUND BY ALL OF THEM.  You agree that You will be bound by them each and every time you use the Site.  If You do not agree to these Terms and Conditions, You may not access or otherwise use the Site.

 

CHANGES TO TERMS AND CONDITIONS
We reserve the right, in Our sole discretion and with or without notice, to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time. Changed Terms and Conditions become effective immediately after they are posted on the Site.  Your continued use of the Site after the effective date will constitute Your agreement to such changed Terms and Conditions. Please check the Terms and Conditions periodically for changes.

CHANGES TO SERVICE
We may change, suspend or discontinue any aspect of the Site or service at any time. We may also impose limits or restrictions on certain services, features or content or restrict Your access to parts of or all of the Site without notice or liability.

FEES
By registering on the Site, You agree to pay us all subscription, service, use, and transaction fees, if any, that We charge as disclosed on our Site or otherwise by Us.  We may change these fees at any time, for any reason.  All charges are payable in US Dollars by credit card and are due when registering or when You change or upgrade your account. Refunds for annual subscriptions will be on a prorated basis. 

APPROPRIATE USE
This web site has been designed to comply with United States law. We do not represent that the content of this web site is appropriate for locations outside the United States. If You access this web site from locations outside the United States, You are responsible for complying with all applicable local laws.

By registering on or using the Site, You represent, warrant and covenant that: (1) You are or represent a bona fide business providing or receiving distribution and/or transportation related services; (2) You have selected an My Carrier Resources Company Member Type that properly describes Your business role in the distribution and transportation market as defined on the Site; (3) Your access of the Site is for commercial purposes; (4) You have correctly entered, to the best of Your knowledge the required Member Company and User data; (5) You will not permit non-registered users to use the Site without Our express written permission; and (6) You will not disclose your Site username and password or provide access to Your account to non-registered users without Our express written permission. By violating these warranties, You risk having your account terminated by Us without warning, in addition to being subject to any other legal remedies that may be available under these Terms and Conditions, or that may be available under state and/or federal law. To the extent We may have to sue You to enforce any of these Terms and Conditions, or other federal and state law violations committed by You while accessing or using this Site, You expressly agree to bear the costs of that enforcement, including without limitation, all related attorneys fees.

PROPRIETARY RIGHTS
The content and software used on this Site and the Site layout and design are Our sole and exclusive property. Content and other material on this Site is protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws. You may use the material on our Site only as described in these Terms and Conditions. Unless expressly authorized by Us, You may not reproduce, modify, distribute, transmit, republish, display, perform, rent, sell, license, edit, or create derivative works from any of the content or other material on this Site. You may not copy or retrieve data or other content from this Site - either manually or by use of automatic devices - for the purpose of creating or compiling, directly or indirectly, a collection, database, or directory without our express written permission. You may not use meta tags or other hidden text utilizing Our name or trademarks, nor may You use framing techniques to enclose any portion of the Site, without Our express written permission.

SUBMISSION OF CONTENT TO THE SITE
By submitting content to this Site, You:
1. Grant Us and Our affiliates and licensees the right to use, reproduce, display, perform, adapt, modify, distribute, and promote the content on this Site in any form for any purpose;

2. Warrant and represent that the content is accurate, and that the posting and use of Your content by Us will not infringe or violate the rights of any third party; and

3. Warrant and represent that You will not upload, post or transmit to or distribute or otherwise publish through our Site, any material which: (i) restricts or inhibits any other user from using or enjoying our Site, (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violates, plagiarizes or infringes the rights of third parties, including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) constitutes defamatory or libelous statements, (vi) contains a computer virus or other harmful component, (vii) constitutes or contains false or misleading indications of origin or statements of fact, or (viii) is inappropriate for the purpose of our Site. We retain the right to review any material submitted for posting on our Site and have the sole and absolute right to determine whether that material complies with these Terms and Conditions.

PRIVACY POLICY
We have a Privacy Policy that sets forth Our online information gathering and dissemination practices with respect to the Site, which is incorporated into these Terms and Conditions by reference, as if set forth fully herein. You may access the Privacy Policy by clicking the link on any page on the Site.

INTELLECTUAL PROPERTY
By registering on and using the Site, You have access to intellectual property that is or believed to be the confidential property of the My Carrier Resources Member Company that submitted such intellectual property to the Site.

 

Any MEMBER registered as a TRANSPORTATION SERVICES PROVIDER will be able to complete the Carrier Profile Template and submit it to the Carrier Profile Database. This includes asset-based providers; non-asset based providers such as freight brokers, freight forwarders, intermodal service providers, and intermodal marketing companies; and Private Fleets that have a SCAC and offer for-hire services. Operating equipment may be owned or leased.

 

The Carrier Profile Database can be searched by any User with User Type: SHIPPER whose MEMBER is registered as a CUSTOMER or SUPPLIER. These Member Types include: Sellers (when freight terms are Delivered); Buyers (when freight terms are Collect or Customer Pick-Up); and Freight Brokers and Freight Forwarders (a non-asset provider arranging and paying for carriage on behalf of a beneficial shipper).

 

Entry of and access to information in the Carrier Profile Database is subject to the following rules: 1) only bona-fide Users with User Type: SHIPPER registered in My Carrier Logistics can search the Carrier Profile Database. Any use of the Carrier Profile Database search tool by a User who is not a bona-fide shipper (as defined above) is prohibited, and 2) a TRANSPORTATION SERVICES PROVIDER MEMBER cannot and may not access any Carrier Profile other than their own. [Note: Freight Brokers and Freight Forwarders are the only exception. They are allowed to register both as a TRANSPORTATION SERVICES PROVIDER (selling transportation services) and as a SUPPLIER (buying transportation services). They can therefore post their own Carrier Profile and search the Carrier Profile Database and view other Carriers’ Profiles.]

 

ASSIGNMENT

We reserve the right to assign Our rights and obligations under these Terms and Conditions to one or more of Our affiliates or to any successor entity by way of merger, consolidation, or otherwise. You are not entitled to assign Your account registration or any of Your rights or responsibilities under these Terms and Conditions without Our express written consent. These Terms and Conditions will inure to the benefit of, be binding upon, and be enforceable by Our successors and assigns.

 

THIRD-PARTY SITES
This Site contains links to other web-sites on the internet. These other web-sites are not under Our control, and We are not responsible for the accuracy of information on these web-sites, their copyright compliance, their conditions or terms of use, their privacy policies, or any other aspect of those web-sites.

 

CONSENT TO ELECTRONIC COMMUNICATIONS
You acknowledge that We are an Internet-based business and that Our services are available only through the Internet. You agree to receive documentation and information provided by Us and Our affiliates primarily through our Site and through e-mail provided to You via the Internet. This information will include the My Carrier Resources, LLC Community Newsletter, notices regarding Your activity on the site, and other e-mail, from time-to-time, as We deem appropriate in our sole discretion. Any information We provide to You by telephone, facsimile or other means does not constitute a waiver of this agreement. You waive Your right under the Privacy Policy to Opt-out of receiving this documentation and information, or to specify a preferred method of communication.

To maintain an account with Us, You will need to be able to access the Site on the Internet, which requires Internet access and a Web browser, as well as an Internet e-mail account. No additional hardware or software requirements should be necessary. In the event of a change in the hardware or software requirements necessary to access the Site, notice will be displayed on the Site prior to the implementation of such a change. You acknowledge that You have the appropriate computer equipment to use the Site and to receive e-mail via the Internet and understand that You may incur certain operational costs in connection with Your use of the Internet, such as monthly fees for a service provider, for which You are solely responsible. You solely and expressly agree to undertake the obligation to notify Us of changes in your electronic contact information.

 

CONFIDENTIAL OR CONTRACTUALLY IMPLIED RELATIONSHIPS
You acknowledge that by registering with Us, submitting information to Us for posting or any other purposes or using the Site and Our services, no confidential, fiduciary, contractually implied or other relationship is created between You and Us other than the express contractual relationship set forth in these Terms and Conditions.


DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
We enable the many-to-many collaboration of supply chain business partners by maintaining a Site that offers data, information, and document distribution services, and facilitates the cross-enterprise execution of certain specific distribution and transportation business processes. All business transactions facilitated by the Site are made by the users of the Site, and any terms and conditions of such business transactions are solely between the businesses transacting the business. No agency, partnership, joint venture, employee-employer, or franchisee-franchisor relationship is intended or created by Your use of this Site or by these Terms and Conditions.

Your use of this Site is at Your own risk. While We make reasonable efforts to post accurate and timely information, We make no representations or warranties of the accuracy of content on the Site and assume no liability or responsibility for inaccuracies, errors, or omissions in such content.

 

Neither We nor any other party involved in the creation, distribution, or display of the Site is liable for any lost profits or any direct, indirect, punitive, incidental, special, or consequential damages that result from the use, or inability to use, this Site, even to the event of our negligence. WITHOUT LIMITING THE FOREGOING, AND TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ALL CONTENT AND SERVICES PROVIDED TO YOU ON THE SITE ARE DELIVERED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

 

We do not warrant that this Site or its server(s) are free of viruses or other harmful components that may infect or damage your computer equipment or other property as a result of your accessing, browsing, and/or using the Site, downloading information, or printing information from the Site.

INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Us and Our subsidiaries, affiliated companies, employees, contractors, officers, and directors from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including without limitation attorneys fees and litigation expenses) relating to or arising from this Site, Your use or misuse of this Site, Your fraud, violation of law, willful misconduct, any breach by You of these Terms and Conditions, or Your violation of any law or the rights of a third party.

GOVERNING LAW
These Terms of Service shall be governed by and construed under the laws of the State of New York without regard to that states conflicts of law rules. By registering with and using the Site, You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Service or Your use of the Site is under state or federal courts located in the State of New York and that all claims or actions will be brought in those courts, and You further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

SEVERABILITY AND INTERGRATION
This Terms and Conditions constitutes the entire agreement between You and Us with respect to this Site and supersedes any prior or contemporaneous communication (whether oral, written, or electronic) between You and Us, including, without exception, prior versions of the Terms and Conditions. If any part of these Terms of Service is held void, invalid, or unenforceable, that portion shall be construed to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect.

OUR RIGHT TO TERMINATE YOUR ACCOUNT
We reserve the right to terminate Your account and access to all or part of this Site, and remove any materials, information and data that You have posted on Our Site, in Our sole discretion, without notice, at any time and for any reason, including, without limitation (1) a breach of these Terms and Conditions, (2) unauthorized use of Your user name(s) or password(s) or account(s), (3) willful or negligent selection of a Company Member Type that does not properly describes Your business role in the distribution and transportation market as defined on the Site, or (4) failure to maintain as current Your Company Member Required Data and Personal User Data.