A. Definitions

 

1. "Service" means the software available via the Lima Shipping website and API that allows the posting of freight shipments by shippers, brokers and freight forwarders as well as the ability to accept the shipments by carriers, brokers and freight forwarders.
2. "API" means the Lima Shipping Application Programming Interface, also known as Web Services, a mechanism for computers to directly access the Service without using the website.
3. "You" or "you" means an individual user of the Service, except as otherwise noted herein, who is authorized on behalf of his or her employer to bind it to these Terms & Conditions.
4. "FMCSA" means the Federal Motor Carrier Safety Administration.
5. "Shipper" or "shipper" means a person or business entity entitled to provide instructions and descriptions about its shipment to the accepting carrier and simultaneously assuming full payment responsibility for the transportation charges.
6. "Broker" or "broker" means a person or entity , other than a motor carrier or an employee or agent of a motor carrier, authorized by the FMCSA to arrange motor cargo transportation of freight for hire on behalf of a shipper, freight forwarder or others as defined in 49 USC 13102(2) and 49 CFR 371.2.
7. "Freight Forwarder" or "freight forwarder" means a person or business holding itself out to the general public (other than as a pipeline, rail, motor, or water carrier) to provide transportation of property for compensation and in the ordinary course of its business - (a) assembles and consolidates, or provides for assembling and consolidating, shipments and performs or provides for break-bulk and distribution operations of the shipments; (b) assumes responsibility for the transportation from the place of receipt to the place of destination; and (c) uses for any part of the transportation a carrier subject to jurisdiction under this subtitle, as defined in 49 USC 13102(8).
8. "Carrier" or "carrier" means a person or entity authorized by the FMCSA to transport freight for compensation as defined in 49 USC 13102 and 49 CFR 390.5.
9. "Content" means description and/or terms and conditions of shipments of freight as posted on Lima Shipping.
10. "Private Network Provider" means a carrier, broker or freight forwarder with whom you or your employer currently has a valid and enforceable contractual relationship regarding the provision of transportation services.
11. "Private Network Shipment" means a shipment tendered to a Private Network Provider.
12. "Qualified Capacity Provider" means a carrier, broker or freight forwarder that is introduced to you via the Service with whom you or your employer do not have a current contractual relationship relating to the provision of transportation services.
13. "Qualified Capacity Shipment" means a shipment tendered to a Qualified Capacity Provider.
14. "Carrier Data" means information about the operating authority, insurance and safety rating of a carrier, broker or freight forwarder.

 

B. General Terms

 

1. If you enter into a separate supplementary contractual arrangement with Lima Shipping, that agreement will take precedence over any inconsistent provisions of these Terms and Conditions.
2. You agree that the failure of Lima Shipping to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. You agree that the Terms and Conditions constitute the entire agreement between you and Lima Shipping and govern your use of the Service, superseding any prior agreements, verbal or written, between you and Lima Shipping (including, but not limited to, any prior versions of the Terms and Conditions).
3. Violation of any of the Terms and Conditions may result in termination of your Service.
4. Lima Shipping reserves the right to refuse Service to anyone for any reason at any time.
5. Lima Shipping reserves the right to update and change the Terms and Conditions from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms and Conditions. Continued use of the Service after any such changes shall constitute your express, irrevocable consent to such changes. You can review the most current version of the Terms and Conditions at any time at http://www.limatechgroup.com.
6. Lima Shipping, in its sole discretion, has the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice for any reason at any time
7. Lima Shipping may delete your content from the Service upon cancellation or termination of Service for any reason. Content cannot be recovered once it is deleted.
8. You expressly understand and agree that Lima Shipping shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if Lima Shipping has been advised of the possibility of such damages) resulting from the use or inability to use the Service; the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; unauthorized access to or alteration of your transmissions or data; statements or conduct of any third party of the Service; any modification, price change, suspension or termination of the Service; or any other matter relating to the Service.
9. Your use of the Service is at your sole risk. Lima Shipping, the information contained on its website, the Content, Carrier Data as well as any Service offered through Lima Shipping are made "as is," "as available" and with all inaccuracies. Lima Shipping makes no warranty of any kind, expressed or implied, including those of merchantability or fitness for a particular purpose, or arising from a course of dealing, usage or trade practice. Lima Shipping makes no warranties or representations regarding the accuracy or completeness of the information. Lima Shipping does not warrant that the service will meet your specific requirements; the results that may be obtained from the use of the Service will be uninterrupted, timely, secure or error-free; the results that may be obtained from the use of the Service will be accurate or reliable; the quality of any products, services, information or other material purchased or obtained by you through the Service will meet your expectations; or any errors in the Service will be corrected. You agree that Lima Shipping is not responsible for any charges incurred for any losses, damages, fines, claims, theft, legal expenses or penalties of any kind related to your use of the Service, including but not limited to transportation of your freight or charges related to trucks ordered but not used.
10. You agree not to modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Lima Shipping or any other Lima Shipping service. You may not use the Service for any illegal or unauthorized purpose. You agree not to upload, post, host or transmit unsolicited emails, text messages or "spam" messages. You agree not to knowingly transmit any worm or virus or code of a destructive nature which interferes in any way with the Service.
11. You agree not to reproduce, copy, sell, resell or exploit any portion of the Service (including, but not limited to, the HTML/CSS or visual design elements of the website), or use the Service or access the Service without the express written permission of Lima Shipping. Violation of this paragraph may result in civil and/or criminal penalties and fines as well as liability for attorney fees. All rights reserved. Portions of the Service may be patented and/or licensed under U.S. Patent No. 7,430,517 B1.
12. You or your employer must be a Shipper, Broker or Freight Forwarder.
13. You must be 18 years old or older to use the Service. You must provide your full legal name, a valid email address and any other information requested in order to complete the signup process.
14. You agree that you are responsible for maintaining and protecting the security of your account and password. You further agree that Lima Shipping is not liable for any loss or damage resulting from your failure to comply with this security obligation. You agree that your login may be used by only one person. A single login shared by multiple people is not permitted.
15. Lima Shipping does not pre-screen Content, but Lima Shipping has the right (but not the obligation) in its sole discretion to refuse or remove any Content that is posted via the Service. We may, but have no obligation to, remove Content and accounts containing content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property rights or these Terms and Conditions.
16. You agree that Lima Shipping is not a carrier or an agent, employee, joint venture or partner of any carrier. You agree that Lima Shipping is not your agent, employee, joint venture, partner or fiduciary. It is further understood and agreed that all drivers of motor vehicles and persons employed in connection with the transportation of goods under these Terms and Conditions are not subject to the direction, control or supervision of Lima Shipping. Furthermore, Carrier shall have the sole and exclusive care, custody and control of the shipments made available from Shipper from the time Carrier picks up a shipment until delivery to its final destination. You further understand and agree that neither Lima Shipping nor you have any intent or understanding to carry out a joint enterprise for profit or any intent or understanding to share in any profits or losses of our respective businesses.
17. All shipments offered to Carriers or Freight Forwarders through the use of the Service will be subject to your written and/or oral agreement with that carrier including but not limited to terms and conditions on bills of lading issued by you, the Carrier or Freight Forwarder. You warrant that the bill of lading properly names Carrier as the "carrier" for the load and not "Lima Shipping" or Lima Tech Group's employees. You further warrant that you will strike through and correct any erroneous designation of any other person as "carrier" (including Lima Shipping) on the bill of lading. Any terms, conditions or other instructions written or printed on bills of lading or other receipts shall have no effect against Lima Shipping, unless specifically agreed to in writing by Lima Shipping.
18. You, not Lima Shipping, are responsible for providing timely and accurate information on each shipment to the carrier, including but not limited to pickup and delivery locations, time and/or temperature requirements, dimensions including weight, special handling or equipment requirements or instructions. It is further understood and agreed that any handling or equipment requirements or instructions, including periodic check-calls by drivers, or fines (for such things as late delivery), are not requirements or instructions of Lima Shipping, and in no way constitute, represent or reflect any control by Lima Shipping over, or the right to control by Lima Shipping of, the manner and means in which goods are transported. It is further understood and agreed that Lima Shipping does not provide any equipment or personnel for completion of any of the transportation services provided hereunder.
19. You agree that bills of lading are NON-NEGOTIABLE and are to be prepared by you and shall be deemed, conclusively, to have been prepared by you.
20. You agree that you are responsible for and warrant your compliance with all applicable laws, rules and regulations including but not limited to customs laws, import and export laws and governmental regulation of any country to, from, through or over which the shipment may be carried. You further warrant that you are registered and in compliance with the security plan and training requirements, and any amendments related thereto, related to hazardous materials, 49 C.F.R. #172.701-704 and 49 C.F.R. #172.800-804. You further warrant that you will immediately advise Lima Shipping in the event that your registration and/or compliance with these regulations expire or are terminated. You agree to furnish such information and documentation as necessary to establish your compliance with such laws, rules and regulations. Lima Shipping assumes no liability to you or to any other person for any loss or expense due to your failure to comply with this provision. Any individual or entity acting on behalf of you in scheduling shipments hereunder warrants that it has the right to act on behalf of you and the right to legally bind you. You agree to defend, indemnify and hold harmless Lima Shipping for any and all claims or damages incurred as a result of your failure to comply with the provisions of this paragraph.
21. Lima Shipping agrees to keep your rates confidential. "Your rates" includes LTL contract rates, truckload contract rates, small package rates and spot quotes. Your rates for each service provider are only revealed to you, the specific service provider and Lima Shipping. Your rates are not revealed to any other carriers, shippers, brokers, third parties or any companies affiliated with Lima Shipping or Lima Shipping's parent company.
22. Lima Shipping may share with third parties certain pieces of aggregated, non-customer-specific information, such as the number of shipments in a particular lane on a given day or the average rate in a particular lane during a given quarter. Such information will not reveal any specifics about you or your company's shipments, including specific origins, destinations, providers or rates.
23. Unless otherwise marked, transit times are not guaranteed. When marked, guaranteed service applies only to the transit times from terminal to terminal. Transit days start with the first business day after pickup. Transit times do not include the day of pickup, weekends or holidays. The pickup date is not guaranteed.
24. The General Rules Tariffs, set forth by the Carriers, will in every instance take precedence in all legal proceedings and when applicable will take precedence over these Terms and Conditions.
25. You shall defend, indemnify and hold Lima Shipping, its customers and users of the Service harmless upon assertion of any claims, actions, damages, demands and/or lawsuits, including but not limited to legal fees, costs of defense as they accrue and costs of enforcement hereof, arising out of shipper, broker and/or freight forwarder posting of freight (Content) and a carrier's transportation of freight resulting from participation in the Service, including cargo loss and damage, theft, delay, damage to property, personal injury or death based upon allegations of negligent selection of the carrier, or upon any other legal theory, or violation of any applicable hazardous materials laws or regulations.
26. The rights and obligations of the parties shall survive termination of this agreement for any reason.
27. You and your employer acknowledge that Carrier Data provided to you through the service is offered "as is" and reflects only data received from the carrier and other services. Lima Shipping makes no representations or warranties with respect to the Carrier Data and expressly states that the use of Carrier Data is entirely at your own risk. Lima Shipping and other data service providers shall not be liable for any direct, special, indirect, consequential or punitive damages of any kind, including, but not limited to, lost profits arising out of your use of, or reliance upon, Carrier Data.
28. These Terms and Conditions are governed by and construed in accordance with the laws of the State of Florida, without reference to its conflict of laws rules. You and your employees hereby expressly submit and consent to exclusive personal jurisdiction and exclusive venue of the federal and state courts of competent jurisdiction in the State of Florida. Any litigation shall be filed in the Circuit Court of Palm Beach County.
29. In the event your failure to duly carry out the terms and conditions of this Agreement causes damage to Lima Shipping, you agree that Lima Shipping shall receive from you or your employer compensation for actual damages, including reasonable attorney fees and costs.

 

C. Private Network Terms

 

1. During use of the Service, you may enter into correspondence with, purchase services from or participate in transactions with third parties through the Service. Any such activity, and any terms, conditions, warranties or presentations associated with such activity are solely between you and the applicable third party. You agree that Lima Shipping shall have no liability, obligation or responsibility for any such correspondence or purchase.
2. You acknowledge that Lima Shipping is a neutral third party and is not responsible for providing or guaranteeing insurance coverage of your freight.
3. You agree that Lima Shipping is not responsible for maintaining contracts between you and your Private Network Carriers. You are advised to execute written contracts with Private Network Providers prior to hiring them to transport property.
4. Contract rates for your Private Network Providers are estimated. Lima Shipping is not responsible for inaccurate rates.

 

 

D. Service Pricing and Monthly Recurring Fees

 

1. Fees for the Service are billed in advance on a monthly basis and are non-refundable. You will be billed for your first month immediately upon subscribing. Payment must be received before Service is available.
2. There will be no credits or refunds for partial months of Service or upgrade/downgrade refunds. If you cancel the Service before the end of your current paid up month, your cancellation will take place immediately and you will not be charged again.
3. Prices of all Services, including but not limited to monthly recurring charges for the Service, are subject to change upon 30 days’ notice from us. Such notice may be provided to you at any time by posting the change to the Service or by Email.
4. All fees are exclusive of taxes, levies or duties of any kind imposed by taxing authorities, and you agree that you are responsible for all such taxes, levies or duties.

 

 

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