Terms of Service

Contractual Relationships. These Terms of Service (“Terms”) govern the access or use by you, an individual or entity (“you,” or “your”), of the software or applications (including mobile applications (“App”), if applicable), websites, content, products, and services (collectively, the “Services”) made available by Orca Enterprises, Inc. d/b/a FreshX, including its subsidiaries, affiliates, partners, directors, employees, agents, contractors, and subcontractors (collectively, “FreshX,” “we,” “us,” or “our”). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING AND USING THE SERVICES. In these Terms, the words “including” and “include” mean “including, but not limited to.
1. Binding Terms. Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and FreshX. These Terms supersede any other agreements with respect to the subject matter of these Terms, except that with respect to any written agreement between you and FreshX, such agreement shall not be superseded by these Terms, and to the extent that such other agreement is inconsistent with these Terms, such other agreement will govern. FreshX may, at any time for any reason, without notice to you, cease offering you access to the Services or any portion thereof or deny you access to the Services or any portion thereof.
2. Privacy Policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and available for review at: www.getfreshx.com. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
3. TERM AND TERMINATION. These Terms shall remain in full force and effect while you use the Services.
  1. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
  2. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Intellectual Property and License.
1. Our Intellectual Property. We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services, and any materials whatsoever (including, but not limited to, source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics) which may be developed or generated from or in connection with your (or any customer’s or user’s) feedback, suggestions, or ideas (collectively, the “Content”), as well as the company name(s), trademarks, service marks, and logos contained therein (the “Marks”). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services “AS IS” for your internal business purpose only.
2. The Services and all rights therein are and shall remain FreshX’s property or the property of FreshX’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights:
  1. in or related to the Services except for the limited license granted herein; or,
  2. to use or reference in any manner FreshX’s Marks or Content, or those of FreshX’s licensors.
3. Subject to your compliance with these Terms (including any restricted activities set forth herein), FreshX grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Services solely for your internal business purpose. Any rights not expressly granted herein are reserved by FreshX (and its affiliates, as applicable) and FreshX’s licensors.
4. 1. The information provided when using Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, if you, or any other person or entity, choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
  2. Except as set out in this section or elsewhere in our Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Terms, please address your request to: le***@ge*******.com.

If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.

Restrictions and Prohibited Activities. You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. You may not, and may not authorize others to:
1. Remove any copyright, trademark or other proprietary notices from any portion of the Services;
2. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by FreshX;

Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Services, except as may be permitted by applicable law;

Link to, mirror or frame any portion of the Services;
Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or
Attempt to gain unauthorized access to or impair any aspect of the Services or their related systems or networks.

Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.

Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.

Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.

Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.

Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise

Third-Party Materials. FreshX has no obligations or liability with respect to any third-party software, hardware, or other system, including but not limited to, any application programming interface (“API”), (collectively, “Third-Party Materials”) provided by any other party (if applicable), and FreshX makes no representations, conditions, or warranties, express or implied, regarding any Third-Party Materials that are not part of the Services licensed by FreshX hereunder. You acknowledge and agree that for the purposes of fulfilling the your obligations hereunder, you are solely responsible for obtaining, as applicable: (i) your own licenses to any Third-Party Materials, and for complying with any terms and conditions to which the Third-Party Materials are subject to; and (ii) valid, current and paid-up support and maintenance agreements to support and maintain the Third-Party Materials, with each of the respective providers of the Third-Party Materials, which shall include without limitation access to technical support, bug fixes, updates and upgrades of Third-Party Materials. If applicable, you shall also provide FreshX with API keys to provide access to Third-Party Materials as reasonably required to implement and provide the Services.

USER OBLIGATIONS AND USE.
1. By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
2. You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
  1. Authorized Use Only. You agree to maintain all your login credentials to access or use the Services in confidence and only permit your authorized users to access or use the Services. You are responsible for all activity that occurs under your login credentials.
3. Purchases and Payment. We accept the following forms of payment: Visa, Mastercard, American Express, Discover, PayPal, Wire, Check, ACH.
  1. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.
  2. You agree to pay all charges at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order related to the Services.

All purchases, including but not limited to subscriptions, are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. If you are unsatisfied with our Services, please email us at le***@ge*******.com..
Electronic Communications, Transactions, and Signatures. Using the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. Additionally, you consent to receive electronic communications from FreshX, including but not limited to text messages, emails, and phone calls (including by an automatic telephone dialing system and/or with an artificial or pre-recorded voice), at any of the emails or phone numbers provided by you or on your behalf regarding your account, services, updates, and other relevant information, or for marketing purposes. You may opt out of receiving SMS messages from FreshX at any time, either by replying with the word “STOP” using the mobile device that is receiving the messages.
Network Access and Devices. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and applications and any updates thereto. FreshX does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
User Data. We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Acceptable Use Policy. By using the Services, you agree to this Acceptable Use Policy. If you do not agree, you must not access or use the Services. You may not use, facilitate, or allow others to use the Services:
1. Violating the law and export controls.To violate any applicable federal, state, or local law or regulation including, without limitation, any laws regarding the export of data or software to and from the US or other countries and any laws regarding the sale or transportation of illegal substances.
2. Harming minors.To exploit, harm, or attempt to exploit or harm, minors in any way including without limitation exposing them to inappropriate content or asking for personally identifiable information.

Spamming.To transmit (i) advertising promotional material, including any “junk post,” “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

Posting Repeatedly.To transmit bona fide posts or truck availability posts made repeatedly.
Impersonating Others.To impersonate or attempt to impersonate Us, Our employees, another user, any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing) or Your role in any transaction.
Providing Incomplete Information.To provide false or incomplete information about Your company or Your Authorized Users.

Failing to Pay.To arrange for the transportation of freight only to wrongfully withhold payment from the physical asset carrier without valid justification.
Maintaining U.S. or Canadian Presence. Your company is required to maintain a physical presence and a valid address somewhere in the United States or Canada to use the Services (specifically excluding PO Boxes and virtual offices).

Sharing.Through shared logins; logins are issued on a per-Authorized User basis and Authorized Users may not give a login to any other person.

User Provided Content. FreshX may, in FreshX’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to FreshX through the Services textual, audio, visual or other content, personal data (including, but not limited to, your name and logo), and information, including load information, lane information, price information, suggestions, commentary, and feedback related to the Services, ratings and reviews (including of motor carriers and facilities), initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to FreshX, you agree that we may access, store, process, and use any User Content provided by you, and you grant FreshX a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content (including identifying you as a customer) in all formats and distribution channels now known or hereafter devised (including in connection with the Services and FreshX’s business and on third-party sites and services), whether for marketing or any other purpose, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. We are not liable for any statements or representations in, or the accuracy of User Content. You are solely responsible for your User Content and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your User Content. You represent and warrant that:
1. you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant FreshX the license to the User Content as set forth above,
2. neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor FreshX’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is false, misleading, inaccurate, defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by FreshX in its sole discretion, whether or not such material may be protected by law. FreshX may, but shall not be obligated to, review, monitor, or remove User Content, at FreshX’s sole discretion and at any time and for any reason, without notice to you.

You agree not to provide User Content that contains or comprises unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
You agree not to provide User Content that ridicules, mocks, disparages, intimidates, abuses, harasses, or threatens (in the legal sense of those terms) any other person, or that which promotes violence against a specific person or class of people.
You agree not to provide User Content that includes any offensive comments related or connected to race, national origin, gender, sexual preference, or physical handicap.

You agree not to provide User Content that violates these Terms or any applicable law, regulation, or rule, or that links to material that violates, any provision of these Terms, or any applicable law or regulation.

Violation of Terms. Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.

Services Management. We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, threatens the personal safety of users of the Services or the public, or could create a liability for us, including without limitation, reporting such user to law enforcement authorities, and withholding investigation details and methods; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your User Content or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services. We reserve the right to terminate or suspend your access to all or part of the Services for any violation of the Terms. Your use of alternative corporate entities to evade compliance with the requirements herein is a violation of the Terms. We reserve the right to remove affiliated parties for non-compliance as determined by us in sole discretion. Notwithstanding any confidentiality obligations between you and us, and without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities requesting or directing us to disclose the identity or other information of anyone who accesses or uses the Services.

Disclaimers; Limitation of Liability; Indemnity.
1. THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, FRESHX MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES’ CONTENT, OR THE CONTENT OF ANY WEBSITES OR APPS LINKED TO THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR, ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT (INCLUDING USER CONTENT) AND MATERIALS, REGARDLESS OF WHETHER SUCH ERRORS, MISTAKES, OR INACCURACIES ARE MADE BY YOU, FRESHX, OR ANY OTHER INDIVIDUAL OR ENTITY WHATSOEVER, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT (INCLUDING USER CONTENT) AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (INCLUDING USER CONTENT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. YOU AGREE THAT FRESHX IS NOT A MOTOR CARRIER, BROKER, FREIGHT FORWARDER, OR ANY OTHER TRANSPORTATION SERVICE PROVIDER OF ANY KIND, AND NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY FRESHX IS A MOTOR CARRIER, BROKER, FREIGHT FORWARDER, OR ANY OTHER TRANSPORTATION SERVICE PROVIDER OF ANY KIND. FRESHX IS MERELY PROVIDING A TECHNOLOGY AND COMMUNICATION SERVICE FOR THIRD-PARTY USE, INCLUDING, BUT NOT LIMITED TO, INTRODUCING OR CONNECTING CARRIERS, BROKERS, AND/OR SHIPPERS AND PROVIDING THE SAME WITH CERTAIN INFORMATION TO ALLOW THE USERS TO SCREEN FOR EFFICIENT MATCHES, AND FRESHX IS NOT AND SHALL NOT BE HELD LIABLE OR OTHERWISE RESPONSIBLE FOR ANY CARGO LOSS OR DAMAGE, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR ANY OTHER LOSS THAT OCCURS IN CONNECTION WITH, ARISING FROM, OR RELATING TO USE OF THESE SERVICES. YOU AGREE AND ACCEPT THAT THE ENTIRE RISK ARISING OUT OF YOUR ACCESS OR USE OF THE SERVICES REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU WILL DEFEND, INDEMNIFY, AND HOLD FRESHX HARMLESS, INCLUDING REASONABLE ATTORNEY’S FEES, FROM ANY CLAIMS AGAINST FRESHX THAT ALLEGE FRESHX IS LIABLE FOR CARGO LOSS OR DAMAGE, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR ANY OTHER LOSS THAT OCCURS IN CONNECTION WITH, ARISING FROM, OR RELATING TO USE OF THESE SERVICES.
2. LIMITATION OF LIABILITY. FRESHX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF FRESHX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FRESHX SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (1) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (2) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, EVEN IF FRESHX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FRESHX SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND FRESHX’S REASONABLE CONTROL. IN NO EVENT SHALL FRESHX’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE LESSER OF THE SUM PAID BY YOU TO FRESHX IN THE PRIOR 6 MONTHS OR FIVE HUNDRED U.S. DOLLARS (US $500). FRESHX DOES NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES (INCLUDING, BUT NOT LIMITED TO ANY INFORMATION ON THE SERVICES PROVIDED BY USERS, INCLUDING BUT NOT LIMITED TO RATES, LANE, TRUCK, OR OTHER SHIPMENT RELATED INFORMATION, OR ANY UPDATES (INCLUDING ERRORS THEREIN) TO SUCH INFORMATION, THIRD-PARTY CONTENT, OR USER CONTENT, WHETHER MADE BY FRESHX OR ANY OTHER PARTY). FRESHX CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
3. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold FreshX harmless from and against any loss, damage, liability, claim, fine, penalty, or demand, including reasonable attorneys’ fees and expenses, due to or arising out of: (1) use of the Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Governing Law and Dispute Resolution
1. Choice of Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
2. Dispute Resolution.
  1. Arbitration. You agree that any dispute, claim or controversy arising out of or relating to these Terms, including breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) must be solely and finally resolved by confidential and final arbitration between you and FreshX, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and FreshX are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and FreshX otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
  2. Arbitration Rules. The arbitration will be administered by Judicial Arbitration and Mediation Services (“JAMS”) in Chicago, Illinois, or other location as determined by FreshX. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. § 1-16).

Negotiation. Prior to initiating an arbitration, you and FreshX each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice to FreshX must be sent to FreshX, Attn: Founders Law LLC, 2626 N Halsted St. Unit 1, Chicago, IL 60614. Neither party shall initiate arbitration until 30 days after the notice is sent.

Arbitrator’s Decision. An award rendered in connection with arbitration pursuant to this Section 4 shall be final and binding upon you and FreshX, and judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

1. Entire Agreement. These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us.
2. Amended Terms. FreshX may amend these Terms from time to time. Amendments will be effective upon FreshX’s posting of such updated Terms at this location. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
3. Modifications and Interruptions. We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
4. FreshX may give notice by means of a general notice on the Services, electronic mail to your email address in your account, or by written communication sent by first class mail or pre-paid post to your address in your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to FreshX, with such notice deemed given when received by FreshX, at any time by first class mail or pre-paid post, to: Founders Law LLC, 2626 N Halsted St. Unit 1, Chicago, IL 60614.
5. You may not assign these Terms without FreshX’s prior written approval. FreshX may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of FreshX’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
6. No joint venture, partnership, employment, or agency relationship exists between you, FreshX or any third party as a result of these Terms or use of the Services.
7. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
8. FreshX’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by FreshX in writing.
9. Force Majeure. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
10. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms. USE OF THE SERVICES INDICATES YOUR AFFIRMATIVE ACCEPTANCE OF THE TERMS AS IF YOU SIGNED THE SAME WITH A TRADITIONAL OR ELECTRONIC SIGNATURE.