Xpress Technologies Terms of Service
Please read the following Terms of Service (“Terms”) carefully because they govern your use of the Xpress Technologies, Inc. website (https://www.usxpress.com/xpress-technologies/) or subdomain thereof (the “Website”), the Xpress Technologies mobile application (the “App”), the Xpress Technologies network of third-party carriers, brokers, and Shippers (collectively, the “Xpress Technologies Sites”), and other associated Xpress Technologies products and Services. By using our Services, you agree to be bound by these Terms of Service. If you have any questions regarding the terms set forth in this agreement, you may contact us at firstname.lastname@example.org. As used herein, “Xpress Technologies,” “we,” “us” or “our” means Xpress Technologies, Inc. or its affiliates or agents, and “you,” “your” and other similar words mean the person, entity or other organization which uses or access Xpress Technologies’ Sites or Services, as well as each individual (e.g., your employee or independent contractor) who accesses or uses the Xpress Technologies Sites or the Services (a “User”).
1. Description of Service
1.1. The “Service(s)” means Xpress Technologies’ fleet management and load distribution software, the Website, the Xpress Technologies App, and all associated software. The Services also include all of Our Content (as defined below). The Services do not include Your Data (as defined below), or any software application or service that is provided by you or a third party, which you use in connection with the Services, whether or not they constitute a Xpress Technologies integrated product or a Non-Xpress Technologies product. Any modifications or additional features added to Xpress Technologies’ Service in the future are also governed by these terms. All rights, title and interest in and to the Service and its components (including all intellectual property rights) belong exclusively to Xpress Technologies, including the rights to any text, graphics, images, music, software, audio, video, documents, works of authorship of any kind, de-identified and aggregated data collected by the Services, and information or other materials that are posted, generated, provided or otherwise made available by us through the Services (“Our Content”).
2. Agreement to Terms
2.2. THIS AGREEMENT IS SUBJECT TO AN ARBITRATION CLAUSE LOCATED IN SECTION 13 OF THIS AGREEMENT. PLEASE READ THIS SECTION CAREFULLY AS IT MAY AFFECT YOUR LEGAL RIGHTS AND THE RIGHT TO FILE A LAWSUIT IN COURT, YOUR RIGHT TO A JURY TRIAL, AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.
3. Your Access and Use of the Services
3.1. You may access and use the Services only for lawful, authorized purposes and you shall not misuse the Services in any manner (as determined by Xpress Technologies in its sole discretion). See Section 11 below for further provisions outlining prohibited uses of the Services. You must comply with any codes of conduct, policies, storage limitations, or other notices Xpress Technologies provides you or publishes in connection with the Services from time to time, but if any of those policies materially change the Terms, we will provide you with reasonable notice as provided in Section 5 below.
3.2. Any Software or any of Our Content that may be made available by or on behalf of Xpress Technologies in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to these Terms, Xpress Technologies only grants you a personal, non-exclusive, non-sublicensable, and revocable license to use the object code of any Software solely in connection with the Service. Any rights not expressly granted herein are reserved.
3.3. Subject to your compliance with these Terms, Xpress Technologies grants you a limited, non-exclusive, non-transferable, and revocable license to download and install a copy of the Xpress Technologies App on a mobile device or computer that you own or control and to run such copy of the App, and to access and use the Sites and Services.
3.4. To the extent you create an Account (as defined in Section 7.2), you may not share your Account information with, or allow access to your Account by, any third party. You are solely responsible for all activity that occurs under your access credentials, whether or not a third party accesses your Account. We reserve the right to, from time to time, require you to change your password.
3.5. Notwithstanding Section 3.4, you may allow other certain users, e.g. employees, independent contractors, and other third parties, (“End Users”) to access the Services in accordance with these Terms. To the extent that you create any Accounts for other users of the Services, direct us to create any Accounts for End Users, or allow End Users to access the Services, you are responsible for all End Users’ activity and ensuring that they are in compliance with these Terms.
3.6. You may specify certain End Users as “Administrators” through the administrative console. Administrators may have the ability to access, disclose, restrict or remove Your Data in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts. Xpress Technologies’ responsibilities do not extend to the internal management or administration of the Services, and you are responsible for the activities of any Administrator and ensuring that any Administrator is in compliance with these Terms.
3.7. To the extent that you allow End Users and Administrators to access the Services or create, or direct us to create, any Accounts for other users, you are responsible for (i) maintaining the confidentiality of usernames and passwords, (ii) managing access to End User Accounts and other Accounts which you create, and (iii) ensuring that all End Users and users of other Accounts which you create are in compliance with these Terms.
3.8. You agree to prevent any unauthorized access or use by End Users or other users of Accounts and terminate any unauthorized use of or access to the Services.
3.9. You may not sell, resell or lease the Services unless you have entered into a separate agreement with Xpress Technologies to do so.
3.10. You shall immediately notify Xpress Technologies if you learn of a security breach related to the Service, including the unauthorized use of your username, password, or Account.
3.11. You assume sole responsibility for complying with all state and federal regulation including, but not limited to, FMCSA Hours of Service of drivers.
4. Your Data, Your Privacy, Your Ownership of Your Data, and Licenses for Our Use of Your Data
4.3. Your acceptance of these Terms does not grant us full ownership of all of Your Data. You grant us the necessary licenses to use, transmit, store, modify, reproduce, distribute, or analyze Your Datato provide our Services to you and any other services for which you have signed up through any of our resellers, business partners and affiliated businesses, including shippers, carriers and brokers who use the Xpress Technologies network to distribute loads (the “Network”) and to perform research and development to improve Xpress Technologies’ Sites and Services.
Your acceptance of these Terms gives us the permission to do so and grants us any such rights and licenses necessary to provide the Service to you, and any other services or products for which you have signed up through any of our resellers, business partners and affiliated businesses This license includes allowing us to use third-party service providers (such as Google or Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.
If you authorize a third party to receive Your Data and notify us of such authorization, we may provide Your Data to a third party.
FOR CLARIFICATION PURPOSES, YOUR DATA AND DATA OF USERS OF OUR SERVICES AND SITES MAY BE AGGREGATED AND DE-IDENTIFIED AND AS SUCH USED OR SOLD BY US FOR ANY PURPOSE WE SEE FIT AND SHARED WITH ANY THIRD PARTY WE SEE FIT. AND FURTHER, FOR THE AVOIDANCE OF DOUBT, YOUR DATA MAY BE SHARED WITH THIRD PARTIES TO MATCH DRIVERS WITH CARRIERS AND CARRIERS WITH LOADS, WHICH IS A CORE FUNCTIONALITY OF THE SERVICES.
4.4. You are solely responsible for your conduct (including by and between all End Users), the content of Your Data, and all communications with others while using the Services. You represent and warrant that you own all Your Data or you have all rights that are necessary to grant us the license rights in Your Data under these Terms. You also represent and warrant that neither Your Data, nor your use and provision of Your Data, nor any use of Your Data by Xpress Technologies on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and your End Users may be able to access using the Services. Should you be in violation of these Terms, we have the right to remove any of Your Data causing such violation.
4.5. The Services provide features that allow you and your End Users to share Your Data and other materials with others. For example, certain information and data must be shared with Shippers and Brokers for them to offer you loads via the Network. When you choose to share Your Data through our Services, you are granting us the necessary rights and licenses to do so.
4.6. You may, at your sole discretion, provide input regarding the Services or Sites, including comments or suggestions regarding the modification, correction, improvement, or enhancement of the Services. You agree that by submitting suggestions or other feedback regarding our Services or Sites, you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable, transferable, and irrevocable to make, use, sell, reproduce, publicly display, distribute, or modify such feedback for any purpose without compensation to you. We appreciate all of your feedback and suggestions, and you can submit feedback by emailing us at feedback@XpressTechnologies.com.
4.7. The Sites are not intended for children under 18 years of age. No one under the age of 18 may provide any information to or on the Sites. We do not knowingly collect or solicit personally identifiable information from children under 18; if you are a child under 18, please do not attempt to register or sign up for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 18 without parental consent, we will endeavor to promptly delete that information. If you believe we might have collected personal information from a child under 18 without parental consent, please contact us at email@example.com.
5. Changes and Modifications to Services and Terms of Service
5.1. We may modify these Terms at any time, in our sole discretion. Any such modification will be effective immediately upon our posting the modified Terms on the Site or through other communications. It is your responsibility to review our Terms from time to time to ensure that you continue to agree with our Terms of Service. If you no longer agree to these Terms after a modification, you must immediately cease using the Sites and Services. All new or modified features related to the Sites or Services, including the release of new features, tools and resources, will be subject to these Terms of Services.
We reserve the right at any time and from time to time to modify, update, or discontinue, temporarily or permanently, the Sites and/or Services we offer, with or without notice. You agree that we will not be liable to you, your employer or any third party with respect to any such modification, upgrade or discontinuance of the Sites or Services.
6. Limitations on Services and Third-Party Relationships
6.1. Xpress Technologies is not a party to any relationships or agreements between you and any third parties for the performance of any duties between the parties, and does not have control over and disclaims all liability for the quality, timing, legality, failure to provide, or any other aspect whatsoever of any professional duties performed by you or other users of the Services. Xpress Technologies acts only as an interface to facilitate — not to direct or control — communications between users of Xpress Technologies’ Services.
7. Who May Use the Xpress Technologies Services
7.1. To access and use the Services, you must create an account (“Account”). You can do this via the Services. It is important that you provide us with accurate, complete and up-to-date information for your Account, and you agree to update such information to keep it accurate, complete and up-to-date. If you fail to comply with this requirement, we may suspend or terminate your Account. You agree that you will not disclose your Account username or password to anyone, and you will notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.
7.3. Shippers, Carriers, and Freight Brokers. If you are using the Network as a commercial shipper, agent or broker (collectively, “Shippers”), or as a carrier, you also agree to the additional terms in this section:
8. Warnings About Connections Between Drivers and Companies
8.1. The Services may enable a commercial motor vehicle driver (“Driver”) to connect directly with a motor carrier (“Company”), allowing Drivers to send messages and automatically share their driving logs, documents, location information and other data (“Driver Data”) with the Company. When Drivers connect with a Company through the Services, the Company’s employees and other third parties who are also connected to that Company (“Fleet Users”) may access Driver Data for such Drivers who have connected to that same Company.
8.2. If a Driver connects with a Company, the Driver should be aware that the Driver’s Driver Data will be automatically shared with that Company and its Fleet Users and that Company and its Fleet Users will be able to send messages to that Driver. Please carefully consider the parties with whom you choose to connect and what you choose to share. Xpress Technologies’s role in this process is solely to provide the technology and platform that enables these Services. Please see Sections 3 & 4, above, and Section 11, below, as well as the rest of these Terms, for further specific provisions outlining your responsibility for anything shared through the Services.
9.Xpress Technologies Receives Compensation from Third Parties. Xpress Technologies does receive compensation from Freight Brokers and Shippers who use its Services to distribute loads to carriers. Xpress Technologies does not charge carriers for load distribution, but you acknowledge that the fact that Freight Brokers and Shippers are required to compensate Xpress Technologies may have some effect on the amount of compensation you receive for a load. Xpress Technologies may also receive compensation from other third parties who provide goods and services to carriers through the Network.
11. Use and Restrictions
11.1. IT IS STRICTLY FORBIDDEN TO USE THE SITES WHILE DRIVING. OBVIOUSLY, IT IS EXTREMLY DANGEROUS TO OPERATE A TRACTOR TRAILOR WHILE READING AND PROCESSING INFORMATION FROM A SCREEN AND IN SOME JURISDICTION AGAINST THE LAW. PULL OVER TO A SAFE AREA BEFORE USING THE SITES.
11.2. You further agree not to do any of the following:
11.2.1. Post, upload, publish, submit or transmit anything that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
11.2.2. Use, display, mirror or frame the Services, or any individual element within the Services, Xpress Technologies’ name, any Xpress Technologies trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Xpress Technologies’ express written consent;
11.2.3. Access, tamper with, or use non-public areas of the Services, Xpress Technologies’ computer systems, or the technical delivery systems of Xpress Technologies’ providers;
11.2.4. Attempt to probe, scan, or test the vulnerability of any Xpress Technologies system or network or breach any security or authentication measures;
11.2.5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Xpress Technologies or any of Xpress Technologies’ providers or any other third party (including another user) to protect the Services;
11.2.6. Attempt to access or search the Services or download any Software or Our Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Xpress Technologies or other generally available third-party web browsers;
11.2.7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
11.2.8. Use any meta tags or other hidden text or metadata utilizing a Xpress Technologies trademark, logo, URL or product name without Xpress Technologies’ express written consent;
11.2.9. Use the Services for the benefit of any third party or in any manner not permitted by these Terms;
11.2.10. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;
11.2.11. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
11.2.12. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
11.2.13. Collect or store any personally identifiable information without their express permission;
11.2.14. Impersonate or misrepresent your affiliation with any person or entity;
11.2.15. Violate any applicable law or regulation in connection with your access to or use of the Site or Services or use the Sites or Services for any unlawful purpose or to engage in any form of fraud or misrepresentation; or
11.2.16. Encourage or enable any other individual to do any of the foregoing.
11.3. Although we’re not obligated to monitor access to or use of the Services or to review or edit any of Services or Your Data, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any of Our Content or Your Data, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of Our Content or Your Data to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services, and you understand that Xpress Technologies may, in its sole discretion, terminate your access to the Xpress Technologies’ Site or Services at any time and without notice as may be necessary to enforce the foregoing restrictions. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
12. Additional Terms for Apple Apps
These Terms apply to your use of all the Services, including the iPhone and iPad applications made available by Xpress Technologies via the Apple, Inc. (“Apple”) App Store (each an “App Store App”), but the following additional terms also apply to App Store Apps:
(i) Both you and Xpress Technologies acknowledge that the Terms are between you and Xpress Technologies only, and not with Apple, and that Apple is not responsible for App Store Apps or the Content;
(ii) The App Store Apps are licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal subject to all the terms and conditions of these Terms as they are applicable to the Services;
(iii) You will only use the App Store Apps in connection with an Apple device that you own or control;
(iv) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Apps;
(v) In the event of any failure of the App Store Apps to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the App Store App;
(vi) You acknowledge and agree that Xpress Technologies, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the App Store App;
(vii) You acknowledge and agree that, in the event of any third party claim that the App Store App or your possession and use of the App Store App infringes that third party’s intellectual property rights, Xpress Technologies, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
(viii) You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
(ix) Both you and Xpress Technologies acknowledge and agree that, in your use of the App Store App, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
(x) Both you and Xpress Technologies acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof. 13. Arbitration Agreement, Dispute Resolution and Releases
PLEASE READ THIS SECTION CAREFULLY AS IT MAY AFFECT YOUR LEGAL RIGHTS AND YOUR RIGHT TO FILE A LAWSUIT IN COURT, YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.
Unless otherwise agreed to by both parties in writing, you and Xpress Technologies agree that, in order to expedite and control the cost of any disputes, any legal or equitable claim arising out of or relating in any way to your use of the Services, or any use of the Services by a user to whom you provide access to your Account, or arising out of or relating to these Terms (“Claim”) will be resolved as follows:
13.1. Informal Dispute Resolution. Except with respect to Claims listed in Section 13.5, below, you and Xpress Technologies agree to attempt to resolve any disputes informally before initiating any arbitration or other formal proceedings, and neither of us may start an arbitration or other formal proceeding for at least 30 days after you contact us or we contact you regarding any dispute (“Informal Negotiation Period”), unless such Claim otherwise would be time barred.
13.2. Agreement to Arbitrate. If such dispute is not resolved within 30 days, you or Xpress Technologies may initiate a formal arbitration proceeding in accordance with the terms in this Section 13. Except with respect to Claims listed in Section 13.5, below, you and Xpress Technologies agree to resolve any Claims through final and binding arbitration in accordance with the terms in this Section 13.
13.3. Arbitration Notice. If either you or Xpress Technologies chooses to start an arbitration proceeding, the party initiating the proceeding will send a notice of its Claim (“Arbitration Notice”) to the other party. You will send your Arbitration Notice by email to firstname.lastname@example.org and by U.S. mail to:
Attn: Legal Department, Xpress Technologies, 4080 Jenkins Road, Chattanooga, TN 37421.
13.4. Arbitration Procedures. Any arbitration proceedings between you and us will be conducted under the commercial rules then in effect for the American Arbitration Association (“AAA”), except with respect to the provision of this agreement which bars class actions in Section 13.7 and any specific rules and procedures explicitly discussed in this Section 13.4. The award rendered by the arbitrator(s) shall include costs of arbitration, reasonable costs of expert and other witness and reasonable attorneys’ fees.
13.5. Exceptions to the Agreement to Arbitrate.
13.5.1. Notwithstanding the foregoing, the Arbitration Notice requirement and the Informal Negotiation Period do not apply to either lawsuits solely for temporary or preliminary injunctive relief to stop unauthorized use of the Services or a breach of these Terms, violation(s) of copyrights, trademarks, moral rights, patents, trade secrets, or claims of piracy.
13.5.2. Either you or Xpress Technologies may assert claims which qualify for small claims or general sessions court in Chattanooga, Tennessee.
13.6. Opting Out of the Agreement to Arbitrate. You have the right to opt-out and not be bound by the binding agreement to arbitrate provided in these Terms by sending written notice of your decision to opt-out to email@example.com AND by U.S. Mail to Attn: Legal Department, Xpress Technologies, 4080 Jenkins Road, Chattanooga, TN. For your opting out to be valid, your notice must be sent within 30 days of your first using the Services.
13.7. No Class Actions. Unless you and Xpress Technologies agree otherwise, you may only resolve disputes with us on an individual basis. To the extent permitted by applicable law, class actions, class arbitrations, private attorney general actions and consolidations with other Claims are not allowed. Neither you nor Xpress Technologies may not consolidate a Claim or Claims as a plaintiff or a class member in a class action, a consolidated action, or a representative action.
13.8. Consent to Jurisdiction. If the agreement to arbitrate provided for in these Terms is found not to apply to you or your Claim, or if you or Xpress Technologies challenges any arbitration award or seeks to have an arbitration award enforced, you and Xpress Technologies agree that any judicial proceeding will be brought in the federal or state courts located in Chattanooga, TN. You and Xpress Technologies consent and agree to both venue and personal jurisdiction in the federal and state courts located in Chattanooga, TN.
13.9. RELEASE FROM THIRD-PARTY CLAIMS. BECAUSE XPRESS TECHNOLOGIES IS NOT PARTY TO ANY AGREEMENTS BETWEEN YOU AND ANY THIRD PARTIES OR INVOLVED IN THE COMPLETION OF ANY ASSOCIATED PROFESSIONAL SERVICES, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER DRIVERS, FLEET USERS, FREIGHT BROKERS, SHIPPERS, OR COMPANIES OR OTHER THIRD PARTIES, AS APPLICABLE (EACH, A “THIRD PARTY”), YOU AGREE TO ADDRESS SUCH DISPUTE DIRECTLY WITH THE THIRD PARTY IN QUESTION AND YOU RELEASE XPRESS TECHNOLOGIES (AND ITS OFFICERS, DIRECTORS, AGENTS, INVESTORS, PARENT, SUBSIDIARIES, INSURERS, SUCCESSORS, AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
14. Links to Third Party Websites or Resources
14.1. The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
15. Copyrights and Intellectual Property
15.1. All content included on the Xpress Technologies Sites or displayed through the Sites or Services such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Xpress Technologies or its licensors and protected by U.S. and international copyright laws. The compilation of all content on the Xpress Technologies Sites is the exclusive property of Xpress Technologies and protected by U.S. and international copyright laws. You may not duplicate, copy, or reuse any portion of our visual design elements or concepts without our prior express written permission. Furthermore, you shall not, nor permit any other party to (a) disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for any part of the Xpress Technologies Sites or the Services; (b) alter, modify, or prepare derivative works based on the Xpress Technologies Sites or the Services or any materials related thereto; or (c) use any part of the Xpress Technologies Sites or the Services or any materials related thereto to create, invent or develop any computer program or other invention, work or device that performs, replicates, or utilizes the same or substantially similar functions as the Xpress Technologies Sites and or Services or any materials related thereto.
15.2. The Xpress Technologies Sites may contain message boards, chat rooms, profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow Users to post, submit, publish, display, or transmit to other Users or other persons content or materials (collectively, “User Contributions”) on or through the Xpress Technologies Sites. All User Contributions must comply with the content standards set out in these Terms of Service. Any User Contribution you post to the Sites will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above and all your User Contributions do and will comply with these Terms of Service. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not us, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Xpress Technologies Sites.
15.3. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Xpress Technologies Sites infringe your copyright, you may request removal of those materials (or access to them) therefrom by submitting written notification to our copyright agent designated below in a manner which complies with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”) for the written notice (the “DMCA Notice”). Our designated copyright agent to receive DMCA notices is Legal Department, Xpress Technologies, 4080 Jenkins Road, Chattanooga, TN (firstname.lastname@example.org). If you fail to comply with all the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Xpress Technologies Sites is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
15.4 The Xpress Technologies Sites and the Services, all software (source code and object code) related thereto, all content provided by us or our affiliates or agents, all processes, designs, techniques, concepts, improvements, modifications, inventions and discoveries related to the Xpress Technologies Sites or the Services, all trademarks, copyrights, service marks, patents, applications therefore, trade secrets and other intellectual property rights appurtenant thereto and any derivate works thereof related to the Xpress Technologies Sites or the Services are and shall remain our exclusive property. No use of the Xpress Technologies Sites or the Services shall be deemed to transfer title or grant a license to the any of the foregoing. Except as otherwise set forth herein, Information that you communicate to other Users shall, as between us and you, be your sole and exclusive property.
15.5 All graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress (collectively, “Trademarks”) on the Xpress Technologies Sites, except as set forth below, belong to Xpress Technologies or its licensors. Unless you and we agree otherwise in writing, Xpress Technologies’ Trademarks may not be used or displayed in connection with any product or service that is not Xpress Technologies’, in any manner that is likely to cause confusion, or in any manner that disparages or discredits Xpress Technologies. All use of Xpress Technologies’ Trademarks must be in accordance with Xpress Technologies’ trademark policies then in effect. Trademarks not owned by Xpress Technologies that appear on the Xpress Technologies Sites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Xpress Technologies. Except to the extent you have provided written notice to the contrary, you consent to the display of your Trademarks and logos on the Xpress Technologies Sites solely for the purpose of showing that you are a customer of Xpress Technologies. Trademarks that are not owned by Xpress Technologies may not be used or displayed in any manner except with the written permission of the owners of those Trademarks.
16.1. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at email@example.com. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of the Terms that should, by their nature, survive termination of this Terms will survive termination. Such provisions include, but are not limited to: Your Data, Your Privacy, Your Ownership of Your Data, and Licenses for Our Use of Your Data; Disclaimers; Indemnity; Limitation of Liability; Arbitration Agreement, Dispute Resolution and Release; General Terms; and provisions related to ownership.
16.3. Notwithstanding Section 16.2, please be aware that once your Account has been terminated, we no longer have any obligation to maintain or provide Your Data, and we may delete or destroy all copies of Your Data in our possession or control, unless legally prohibited.
17. Disclaimer of Warranties
17.1. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT (a) THE XPRESS TECHNOLOGIES SITES OR SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (b) THE SITES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES OR SERVICES WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF THE SITES OR SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITES OR SERVICES WILL MEET YOUR EXPECTATIONS, AND (e) ANY ERRORS IN THE SITES OR SERVICES WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. XPRESS TECHNOLOGIES EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY DRIVER, FLEET USER, COMPANY OR OTHER THIRD PARTY.
WE DO NOT WARRANT THAT THE XPRESS TECHNOLOGIES SITES, OR THE CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES MADE AVAILABLE TO YOU THROUGH THE XPRESS TECHNOLOGIES SITES, ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. XPRESS TECHNOLOGIES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE XPRESS TECHNOLOGIES SITES OR THE SERVICES OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR APPLICATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE XPRESS TECHNOLOGIES SITES OR THE SERVICES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
17.2. You are solely responsible for your interactions with other users on the Services. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Services.
17.3. Neither Xpress Technologies nor its affiliates or licensors is responsible for the conduct of any user of Xpress Technologies’s Services. Your use of the Services and your use of Your Data in connection with the Services and performance of and participation in any professional services is at your sole risk and discretion and Xpress Technologies hereby disclaims any and all liability to you or any third party relating thereto.
18. Limitation of Liability
18.1. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT XPRESS TECHNOLOGIES WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH (a) THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, (b) UNAUTHORIZED ACCESS TO TRANSMISSIONS OR ALTERATION OF YOUR DATA, (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY WITH RESPECT TO XPRESS TECHNOLOGIES SERVICES OR (d) ANY OTHER MATTER RELATING TO XPRESS TECHNOLOGIES’ SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT XPRESS TECHNOLOGIES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
18.2. IN NO EVENT WILL XPRESS TECHNOLOGIES’S TOTAL LIABILITY RELATING TO THE SITES OR SERVICES OR CONTENT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE TOTAL AMOUNT OF FEES PAID BY YOU TO XPRESS TECHNOLOGIES FROM YOU FOR THE USE OF THE SERVICES DURING THE PAST SIX (6) MONTHS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN XPRESS TECHNOLOGIES AND YOU.
18.3. Any cause of action related to the Services or the Terms must commence within one (1) year after the cause of action arises. Otherwise, such cause of action is barred permanently.
19.1. You will indemnify, defend and hold harmless Xpress Technologies and its parent company, affiliates, successors, assigns, officers, directors, employees, insurers, and agents, from and against, and covenant not to sue them for any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) Your Data; or (ii) your violation of these Terms. Xpress Technologies reserves the right to control and conduct the defense of any matter subject to indemnification under these Terms. If Xpress Technologies decides to control or conduct any such defense, you agree to reasonably cooperate with Xpress Technologies’ requests in assisting Xpress Technologies’ defense of such matters.
20. Pricing and Payment Terms.
We or an affiliate of Xpress Technologies may provide you in writing pricing and payment terms for your access and use of the Sites and Services; for the avoidance of doubt, we may provide you free access and use. By accepting these Terms, you hereby accept and agree to the pricing and payment terms provided to you. In the event Xpress Technologies charges you for access to and use of the Sites and services, Xpress Technologies will charge you, and you must pay to Xpress Technologies, all applicable taxes, including any retroactive tax on past fees or charges in cases where Xpress Technologies is under a legal obligation to collect such tax from you. You are solely responsible for any and all other taxes, which are you under a legal obligation to pay. All payment transactions handled by our third-party payment processors are subject to the terms, conditions, and policies of our third-party payment processors.
21. General Terms
21.2. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Xpress Technologies’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Xpress Technologies may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
21.3. Governing Law. The Terms and the relationship between you and Xpress Technologies shall be governed by the laws of the State of Tennessee.
21.4. Notices. Any notices or other communications provided by Xpress Technologies under these Terms, including those regarding modifications to these Terms, will be given by Xpress Technologies: (i) via email to firstname.lastname@example.org; or (ii) by certified or registered mail to Legal Department, Xpress Technologies, 4080 Jenkins Road, Chattanooga, TN 37421. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
21.5. Waiver and Severability. Xpress Technologies’ failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Xpress Technologies. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If any of these Terms are unenforceable, it will not affect the enforceability of the rest of the Terms.
22. Contact Information
If you have any questions about the Services, please contact us at email@example.com or at 4080 Jenkins Road, Chattanooga, TN 37421. If you have any questions about these Terms, please contact us at firstname.lastname@example.org or at Legal Department, 4080 Jenkins Road, Chattanooga, TN 37421