Carrier Terms of Service
(Last updated November 13, 2012)
These Terms of Service (these "Terms of Service") set forth the terms and conditions upon which Dashery, LLC d/b/a Doorbound ("Doorbound") offers you, our third party carriers (each, a "Carrier"), access to Doorbound’s proprietary application software service hosted at www.doorbound.com (the "Service") solely for the purposes of matching Carriers to potential customers. By clicking “I Agree” or by accessing or otherwise using the Service, you agree to be bound by these Terms. If you do not agree to these Terms of Service, do not access or use the Services. This is a legally enforceable contract.
Limited License to Use the Service. Subject to Carrier’s compliance with the terms and conditions of these Terms of Service, Doorbound hereby grants to Carrier a limited, personal, non-exclusive, non-transferable, license to access and use the Service solely for the purposes of matching Carriers to potential customers and for other related functions that the Service is designed to perform. Except for the licenses and rights expressly granted under these Terms of Service, no licenses or rights are granted by Doorbound to Carrier hereunder, by implication, estoppel or otherwise. All such other licenses and rights are reserved unto Doorbound.
Other License Restrictions. Carrier shall not (i) copy or modify the Service for any purpose; (ii) reverse engineer, decompile, modify, translate, disassemble or discover the source code for all or any portion of the Service; or (iii) distribute, disclose, market, rent, lease or otherwise transfer the Service to any other person or entity.
Parcel Fees. When a customer places a delivery order through the Service, Doorbound will charge the customer specified in the rate quotes that you provided through the Service’s functionality (the “Parcel Fees”). By submitting rate quotes through the Service, you hereby represent and warrant that such quotations for Parcel Fees are firm offers and shall not be amended or revised once accepted by a customer. You hereby authorize Doorbound to collect Parcel Fees on your behalf.
Payment. Doorbound shall pay Carrier the aggregate Parcel Fees collected from customers on the 5th and 20th day of each calendar month by check sent to the address set forth in your carrier profile. Doorbound may withhold any amounts that it, in its reasonable discretion, believes to be in dispute.
Taxes. Carrier shall include taxes on all quotes placed through the Service. Doorbound shall not be responsble for any taxes imposed on Carrier as a result of its parcel delivery services provided to customer.
INTELLECTUAL PROPERTY RIGHTS
Doorbound retains all intellectual property rights in and to the Service and all related documentation interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights), including but not limited to any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. Except for rights specifically provided in this Agreement, Carrier hereby assigns to Doorbound all other intellectual property rights it may now or hereafter possess in the Service and related documentation, and all derivative works and improvements thereof, and agrees to execute all documents, and take all actions, that may be necessary to confirm such rights. Carrier also agrees to retain all proprietary marks, legends and patent and copyright notices that appear on the Service and any related documentation delivered to Carrier by Doorbound and all whole or partial copies thereof.
WARRANTIES AND LIMITATIONS OF LIABILITY.
Warranties. Doorbound warrants that the Service will operate in substantial conformance its published documentation. Doorbound’s sole obligation and Carrier’s sole remedy with respect to any failure of the Service to substantially conform to the documentation therefore is for Doorbound to use commercially reasonable efforts to remedy any such failure as soon as is reasonably practicable, and if such failure is not remedied in a reasonable time, for Carrier to terminate these Terms of Service pursuant to Section 6.2.
Carrier represents and warrants that it will perform its parcel delivery services for customers in full compliance with applicable laws and in accordance with its standard terms and conditions relating to such delivery.
Warranty Disclaimer. EXCEPT AS SET FORTH IN SECTION 4.1, DOORBOUND DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SERVICE OR ANY OTHER MATTER COVERED BY THESE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DOORBOUND DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR DELAY AND/OR BE ERROR FREE, OR THAT ALL FAILURES OF THE SERVICE TO CONFORM TO THE DOCUMENTATION CAN OR WILL BE CORRECTED. DOORBOUND MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF ANY CONTENT PROCESSED BY THE SERVICE.
Limitations of Liability. IN NO EVENT SHALL DOORBOUND BE LIABLE FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SUCH PARTY IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. The aggregate liability of Doorbound for any and all claims arising under or in connection with these Terms of Service or its subject matter shall not exceed $1000.
Essential Part of the Bargain. The parties acknowledge that the disclaimers and limitations set forth in this Section 4 are an essential element of these Terms of Service between the parties and the parties would not have entered into these Terms of Service without such disclaimers and limitations.
INDEMNIFICATION; UNAUTHORIZED USE
Indemnification. Carrier hereby agrees to indemnify and hold harmless Doorbound from any and all damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by Doorbound in connection with any claims that Doorbound is required to pay to third parties to the extent such damages, settlement amounts, costs and expenses are attributable to claims by customers relating to the performance or non performance of its obligations to customers, including but not limited to breaches of Section 4.1.2 by Carrier.
Notification of Unauthorized Use. Carrier shall promptly notify Doorbound in writing upon its discovery of any unauthorized use or infringement of the Service or the related documentation, or Doorbound's intellectual property rights with respect thereto. Doorbound shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party, and, in the event that Doorbound brings such an action or proceeding, Carrier shall cooperate and provide full information and assistance to Doorbound and its counsel in connection with any such action or proceeding.
TERM AND TERMINATION
Term & Termination. Carrier’s access to the Services shall begin on the date Carrier purchases such access and shall continue in force unless terminated by either party through the Service. Termination for Insolvency. Either party may terminate this Agreement immediately, (a) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (and if such proceeding is instituted against it, such proceeding is not dismissed within sixty (60) days), (b) upon the other party's making an assignment for the benefit of creditors, or (c) upon the other party's dissolution or ceasing to do business. Effect of Termination. Upon the expiration or sooner termination of these Terms of Service, all license rights of Carrier under these Terms of Service shall automatically and immediately cease and Carrier shall promptly cease all uses of the Service. Sections 3, 4.2, 4.3, 4.4, 5, 6.5, and 7 shall survive the expiration or sooner termination of these Terms of Service.
Export Compliance. The Service may be subject to U.S. and other national export controls and economic sanctions. Individuals or entities owned or controlled, registered in, or related to Cuba, Iran, Sudan, Syria, or North Korea are not permitted to access the Service without prior written permission from Doorbound once granted by the appropriate jurisdiction. The rights and obligations of Carrier shall be subject to such United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation to the Export Administration Act of 1979, and the Export Administration regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. Carrier each shall certify that it shall not, directly or indirectly, export, re-export or transship the Service in such manner as to violate such laws and regulations in effect from time to time. Carrier shall indemnify and hold harmless Doorbound from and against any and all losses, claims and expenses incurred by Doorbound as a result of the breach of Carrier's obligations under this Section.
Independent Contractors. In making and performing these Terms of Service, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other party for any purpose.
Force Majeure. In the event that Doorbound is unable to perform its obligations under these Terms of Service because of acts of God, strikes, equipment or transmission failure, unavailability or poor performance of the Internet, or other causes reasonably beyond its control, Doorbound shall not be liable to the Carrier for any damages resulting from such failure to perform or otherwise from such causes.
Governing Law. These Terms of Service and its subject matter shall be governed in accordance with the law of the Commonwealth of Pennsylvania, without reference to its conflict of laws principles.
Public Statements. Either party may disclose the existence of these Terms of Service but may not represent to any third party any positions, statements, intentions or other actions on behalf of the other.
Assignment. Carrier may not assign any of its rights or privileges, or delegate any of its duties or obligations hereunder to any third party without the prior written consent of Doorbound. Any purported assignment in contravention of this Section shall be null and void. Subject to the foregoing, these Terms of Service shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Notices. All notices and other communications hereunder shall be in writing and shall be deemed effective when delivered by hand, facsimile transmission, reputable overnight delivery service, or certified mail (return receipt requested), postage prepaid to: (a) in the case of Doorbound, to the address set forth on the Doorbound website to the attention of the President; and (b) in the case of Carrier, to the address set forth in its account information.
Entire Agreement; Amendment. These Terms of Service constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms of Service may not be amended, supplemented or otherwise modified except by an instrument in writing signed by both parties and attached hereto.
Waivers. A waiver by either party of a breach or violation of any provision of these Terms of Service will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of these Terms of Service.