Terms And Conditions

These X Promo LLC product terms and conditions (this “Agreement”) contain the terms and conditions that govern Your access to and use of the Products (as defined below) and is an agreement between X Promo LLC (also referred to as “X Promo LLC ,” “We,” “Us,” or “Our”) and You or the entity You represent (“You” or “Your”). Collectively, You and X Promo LLC are the “Parties.” This Agreement takes effect when You use any of the Products (the “Effective Date”).

  1. Authority to Enter into the Agreement You represent to Us that You are lawfully able to enter into contracts (e.g., You are not a minor). If You are entering into this Agreement for an entity, such as the company You work for, You represent to Us that You have the legal authority to bind that entity.
  2. Use of the Products
    1. Generally. You may access and use the Products in accordance with this Agreement and the Product and Delivery Schedule, as applicable. You will comply with this Agreement.
    2. Acceptable Use. You will comply with the Acceptable Use Policy, which may be reasonably updated from time to time by Us.
    3. Your Account. To access the Products, You must have an account with Us associated with a valid email address. Unless explicitly permitted by the Product and Delivery Schedule, You will only create one account per email address.
    4. Automation. You will not copy or obtain any Product Data in an automated format without prior written approval from Us.
    5. Directory. By subscribing to any Product, You authorize Us to include Your Contact Data in Our Directory. All Directory information may be viewed by Our active subscribers.
  3. Orders, Fees, and Payment
    1. Ordering Products. You may order Products pursuant to the completion of an Order Form.
    2. Fee Invoices. You will pay all fees on net twenty (20) day payment terms unless otherwise specified on the Order Form.
    3. Late Payments. All amounts payable by You under this Agreement will be paid to Us without setoff or counterclaim and without any deduction or withholding. As a non-exclusive remedy, We may elect to charge You interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. You will be responsible for reasonable costs associated with collection, including but not limited to collection agency and attorney fees.
    4. Incorrect Invoices. Any bill You dispute must be presented in writing within thirty (30) days of receipt of the invoice.
    5. Taxes. Quoted prices are exclusive of all sales, use, excise, or other taxes or charges payable with respect to the sale, purchase, or use of any of the Products. All government charges upon the Products tendered by this Agreement will be paid by You unless You will furnish Us with a tax exemption certificate acceptable to the authority imposing the tax on Us. However, You will immediately reimburse Us for any taxes incurred by Us on the sale of Products to the extent such tax exemption certificate proves to be insufficient to the applicable taxing authority for any reason.
  4. Changes to the Products We reserve the right, in Our sole discretion, to make changes to the Products, including issuing enhancements, modifications, new versions, and making changes to the format, medium, or method of delivery. We will provide You at least one (1) month’s prior notice if We discontinue the material functionality of a Product. Notwithstanding the foregoing, notice will not be required if the month notice period (a) would pose a security or intellectual property issue to Us or the Products, (b) is economically or technically burdensome, or (c) would cause Us to violate legal requirements.
  5. Security and Data Privacy You agree to Our Privacy Policy which may be changed from time to time.
  6. Term and Termination
    1. Term Length. The Term of this Agreement begins on the Effective Date and continues until the expiration or non-renewal of all outstanding Order Forms. Notwithstanding the foregoing, it may take up to two (2) business days before We process the Order Form and grant You access to the Products.
    2. Renewal. The term of each Order Form will be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, Order Forms will automatically renew for additional periods equal to the expiring period or one year (whichever is shorter), unless either party gives the other notice of non-renewal in accordance with Section 13.9.2 at least 30 days before the end of the relevant subscription term.
    3. Termination for Cause. This Agreement may be immediately terminated if:
      1. You breach Section 2.2;
      2. You breach Section 8.2 in Our reasonable belief;
      3. either Party breaches the Agreement other than the two above and fails to cure such breach within 10 days of written notice after receipt; or
      4. either Party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction; makes an assignment for the benefit of creditors; or a receiver, trustee, or similar agent is appointed with respect to any property or business of either Party.
    4. Effects of Termination. Upon termination or expiration of this Agreement, Your access to the Products terminates and the license described in Section 8.1 immediately expires. Termination or expiration of this Agreement will not relieve You of any accrued payment obligations.
  7. Shared Data
    1. License. Except as may be modified by the Product and Delivery Schedule, You grant Us the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, sell, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display any Shared Data without geographic limitation and without seeking any further consent from You.
    2. Adequate Rights. You represent and warrant to Us that: (a) You, Your Authorized Users, or Your licensors own all rights, titles, and interests in and to the Shared Data; and (b) You have provided all necessary privacy notices and obtained all necessary consents to share such Shared Data in accordance with applicable law.
    3. Restrictions. Neither You nor any of Your Authorized Users will use the Products in any manner or for any purpose other than as expressly permitted by this Agreement. Neither You nor any Authorized User will or will attempt to, (a) reverse engineer, disassemble, or decompile the Products or Product Data or apply any other process or procedure to derive the source code of any software included in the Products or Product Data or (b) access or use the Products or Product Data in a way intended to avoid incurring fees or exceeding usage limits or quotas. You will not imply any relationship or affiliation between Us and You except as expressly permitted by this Agreement.
    4. Suggestions. If You provide any Suggestions to Us, We will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to Us all rights, titles, and interests in and to the Suggestions and agree to provide Us any assistance We reasonably require to document, perfect, and maintain Our rights in the Suggestions.
  8. X Promo LLC Data and Non-Compete
    1. Product Data. Upon full payment for Your access to the Products, we grant You a royalty-free, term-limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license to use Products and Product Data.
    2. Representations and Warranties. You represent and warrant that: (a) You will not develop and do not sell or offer products or services that compete in any manner with Products; (b) You will only use the Products and Product Data or information You obtain from Us solely for internal business operations; (c) You will not reproduce, republish, resell or distribute such Product or Product Data in any format, in whole or in part, for sale or use by third parties; and (d) You will not use the Products or Product Data or other data or information obtained from Us to compete against Us in any way, including but not limited to (i) aggregating other brokers’ loads; (ii) double-brokering freight or trucks; (iii) transferring Product Data to any other load board or freight matching service provider; or (iv) using Product Data, including without limitation, rate and data analytics information or other proprietary Product information, to develop a competitive lane rate product.
    3. Audit. You hereby grant Us and Our authorized representatives access to Your 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 Section 8.2. You will cooperate fully with Us in connection with any such audit or inspection and will grant access to Us promptly upon Our request.
    4. Injunctive Relief. You acknowledge that Your breach of any provision of this Section 8 of this Agreement will create irreparable harm to Us for which We will be entitled to immediate injunctive relief, and You waive any requirement that We post a bond in connection with such injunctive relief.
  9. Warranty
    1. Our Warranties to You. We represent and warrant to You that (a) We have requisite rights and authority to enter into this Agreement; (b) the Products do not and will not infringe the intellectual property rights of any third party; (c) We will comply with all applicable laws and regulations; and (d) We will use commercially reasonable efforts not to expose You or Your Authorized Users to any virus, malware, ransomware, malicious code, ‘back door,’ ‘Trojan Horse,’ ‘time-bomb,’ or other security vulnerability intended to harm, disable, freeze or enable unauthorized access to computing environments or data. Your exclusive remedy for a breach of Section 9.1(b) is described in 11.1.
    2. Your Warranties to Us. You, on behalf of Your Authorized Users, represent and warrant to Us that: (a) You are responsible for Your use of the Products; (b) You will promptly notify Us of any known unauthorized use of the Products; (c) You will use the Products (including, without limitation, Product Data and all content and materials accessible via the Products) for lawful purposes only and subject to this Agreement; (d) Your Shared Data is true, accurate, and correct and You agree to update this Shared Data to maintain its truthfulness, accuracy, and completeness; (e) You will use commercially-reasonable efforts not to expose Us to any virus, malware, ransomware, malicious code, ‘back door,’ ‘Trojan Horse,’ ‘time-bomb,’ or other security vulnerability intended to harm, disable, freeze, or enable unauthorized access to Our computing environment or data; and (f) You will not attempt to gain unauthorized access to the Site or the Products, other accounts, computer systems, or networks under the control or responsibility of Us through hacking, cracking, password mining, or any other unauthorized means.
    3. Information Disclaimer. While We endeavor to provide complete and accurate information in Our Products, We make no warranty or guarantee concerning the accuracy, reliability, completeness, or suitability of the information. Product Data is provided as is. We do not make safety determinations; rather We report safety data using government data including, but not limited to, U.S. Department of Transportation records. Your use and reliance on Products are at Your own risk. While We provide an online venue for brokers, carriers, and shippers to offer, sell, and buy products and services. We are not involved in the actual transaction between buyers and sellers. We do not guarantee the safety or legality of transactions consummated outside Our online venue. It is Your sole responsibility to check the credentials of those with whom You conduct business including, but not limited to, verification of safety and authority records.
    4. Warranty Disclaimer. To the fullest extent allowed by applicable law, We disclaim any and all warranties or representations with respect to the Products provided hereunder, whether express or implied, arising by law, custom, course of dealing, usage, or trade, or oral or written statements other than those contained herein, or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, freedom of interference with enjoyment, quality, accuracy, completeness, or fitness of the Products or the Product Data. We make no warranty, express or implied, that the Products will generate certain results, or work in combination with other components or as an integrated system. We make no warranty, express or implied, as to the design, sale, installation, or use of the Products.
  10. Limitation of LiabilityIn no event will We be liable to You for any indirect, incidental, special, consequential, or exemplary damages (including damages for loss of profits, revenues, customers, opportunities, goodwill, use, or data), even if advised of the possibility of such damages. Our aggregate liability in damages or otherwise for all causes will be limited to the price actually paid under the current duration of the applicable Order Form.
  11. Indemnification
    1. Our Indemnification of You. We will defend You and Your employees, officers, and directors against any third-party Losses alleging that the Products infringe or misappropriate that third party’s intellectual property rights and will pay the amount of any adverse final judgment or settlement. We will have no obligations or liability under this Section 11.1 arising from infringement by combinations of the Products with any other product, service, software, data, content, or method. In addition, We will have no obligations or liability arising from Your use of the Products after We have notified You to discontinue such use. The remedies provided in this Section 11.1 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Products and warranty claims with respect to Section 9.1(b).
    2. Your Indemnification of Us. You agree to defend, indemnify, and hold harmless Us, its contractors, subsidiaries, and affiliated companies, and all of their respective directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, and attorneys from and against any and all Losses relating to or arising from any misuse of the Product whether or not authorized by You or Your Authorized Users, including without any limitation Your fraud, violation of law, or willful misconduct, any breach of this Agreement, or any dispute between You and another X Promo LLC user. For the avoidance of any doubt, You will reimburse Our reasonable attorneys’ fees and costs incurred in connection with Your breach of Section 8, and Our enforcement of its terms.
    3. Process. The obligations under this Section 11 will apply only if the Party seeking defense or indemnity: (a) gives the other Party prompt written notice of the claim; (b) permits the other Party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other Party (at the other Party’s expense) in the defense and settlement of the claim. In no event will a Party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other Party.
  12. Confidentiality You may use Our Confidential Information only in connection with Your use of the Products as permitted under this Agreement. You will not disclose Our Confidential Information during the Term, or the five (5) year period following the Term. You will take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of Our Confidential Information, including, at a minimum, those measures You take to protect Your own confidential information of a similar nature.
  13. Miscellaneous
    1. Assignment. You will not assign or otherwise transfer this Agreement or any of Your rights and obligations under this Agreement, without Our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without Your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of Our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Us as a party to this Agreement, and We are fully released from all obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the Parties and their respective permitted successors and assigns.
    2. Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between You and Us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and Us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition, or other provision (a) submitted by You in any order, receipt, acceptance, confirmation, correspondence, purchase order, or other documents, (b) related to any online registration, response to any request for bid, request for proposal, request for information, or other questionnaires, or (c) related to any invoicing process that You submit or require Us to complete.
    3. Order of Precedence. In the event of a conflict between this Agreement and any schedule, policy, or exhibit, this Agreement controls unless specifically noted as an exception to this Agreement.
    4. Force Majeure. We and Our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts, or orders of government, acts of terrorism, or war.
    5. Governing Law. This Agreement and the respective rights and obligations of the Parties will be construed, interpreted, applied, and governed in accordance with the laws of the State of Delaware without regard to the choice of law principles. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
    6. Disputes.
      1. Any controversy or claim arising out of or relating to this Agreement, or the breach of the Agreement will be settled by the Arbitrator utilizing the Rules. Any judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction. The Federal Arbitration Act and federal arbitration law apply to this Agreement. To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to Our registered agent Corporation Service Company,2335 W DEVON AVE STE 215 CHICAGO, IL 60659
      2. Payment of filing, administration, and arbitrator fees will be governed by the Rules. You may choose to have the arbitration conducted by video conferencing, telephone, based on written submissions, or in Denver, Colorado. We and You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
      3. Without in any way limiting the foregoing, if for any reason a claim proceeds in court rather than in arbitration (a) We and You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of the state and federal courts of Denver County, Colorado; (b) We and You waive any right to a jury trial; and (c) We and You may bring suit in court to enjoin infringement or misuse of intellectual property rights, including as described in Section 8.4.
    7. Trade Compliance. Each Party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. You will not use, nor permit Your Authorized Users to use, Products in the following locations: North Korea, Cuba, Syria, Iran, and the Crimea and Donbas Regions of Ukraine. For clarity, You are solely responsible for compliance related to the way You choose to use the Products. You represent and warrant that You or Your Authorized Users are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
    8. Independent Parties and Authority to Bind. We and You are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party nor any of their respective affiliates is an agent of the other for any purpose or has the authority to bind the other.
    9. Notice.
      1. To You. We may provide any notice to You under this Agreement by
      (a) posting a notice on the Site or Apps, or (b) sending a message to the email address then associated with Your account. Notices We provide by posting on the Site or Apps will be effective upon posting and notices We provide by email will be effective when We send the email. You will be deemed to have received any email sent to the email address then associated with Your account when We send the email, whether You actually receive the email. To Us. Notices required or permitted under this Agreement to Us will be in writing and sent in accordance with the following: ContentMethodNotice of Billing ErrorsVia nationally recognized overnight carrier to X Promo LLC,
      2335 W DEVON AVE STE 215 CHICAGO, IL 60659: Customer Financial Services Department. For all other Order Forms: email Your account representative notice of BreachVia nationally recognized overnight carrier to X Promo LLC All other notices required or permitted under this Agreement Via nationally recognized overnight carrier to X Promo LLC, 8405 SW Nimbus Ave, Beaverton, OR 97008 Attn: Customer Financial Services Department OR Via facsimile at 503.526.6480 OR Via email 
    10. No Waivers. The failure by Us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit Our right to enforce such provision later. All waivers by Us must be in writing to be effective.
    11. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect and intent of the original portion to the extent legally permissible. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
    12. Survival. Section 8.1(a) will survive and remain in effect for three (3) years following the termination or expiration of this Agreement. All other provisions of Section 8 and Sections 7, 10, 11.2, 12, 13.5, 13.6, 13.7, and 13.9 of this Agreement, as well as any other provision that, to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of this Agreement. All other provisions of this Agreement will not survive the expiration or earlier termination of this Agreement.
  14. Definitions
    1. Apps means downloadable software, including mobile device software.
    2. Arbitrator means a single arbitrator from the Judicial Arbiter Group, Inc. 1601 Blake St #400, Denver, CO 80202.
    3. Authorized Users means, and will be limited to, Your employees, agents, and contractors (for whom You have paid all applicable fees for use of the Product) who have obtained usernames and passwords initially issued by Us with respect to the Product. If applicable, the number of Authorized Users for a specific Product may be set forth in the applicable Order Form.
    4. Confidential Information means all nonpublic information disclosed by Us, Our affiliates, business partners, or Our or their respective employees, contractors, or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Our Confidential Information includes (a) nonpublic information relating to Us or Our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (b) third-party information that We are obligated to keep confidential; and (c) the Product Data. Our Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to You at the time of Your receipt from Us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by You without reference to the Our Confidential Information.
    5. Contact Data means company name, company mailing address, company email address, company telephone number, and Department of Transportation data.
    6. Losses means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
    7. Order Form means the (a) ordering document or (b) ordering webpage prepared by Us and signed or click-accepted by You that lists the Products, number of Authorized Users (unless otherwise unlimited), price, renewal terms, and subscription length.
    8. Products means the Site, software, and documentation as set forth in Order Forms, Statement(s) of Work, and Our support of those items made available through the Site or Apps.
    9. Product Data means all data provided on a non-exclusive basis by Us to You via the Products, including without limitation usage data, statistics, and aggregated and deidentified Shared Data.
    10. Policies means the Acceptable Use Policy and the Privacy Policy, both as amended from time to time.
    11. Rules mean the Commercial Arbitration Rules promulgated by American Arbitration Association.
    12. The site means xpromollc.com and all its subdirectories.
    13. Shared Data means any data and information You or Your Authorized Users upload, transmit, or submit to Us including without limitation Contact Data but specifically excluding Personal Data as defined in the Privacy Policy.
    14. Suggestions mean all suggested improvements to the Products that You provide to Us.
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