LoadOps Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING AND USING THE SERVICES YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND CONDITIONS CAREFULLY, UNDERSTAND THEM AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR OTHERWISE USE OUR SERVICES.

 

1. CONTRACTUAL RELATIONSHIP

This TERMS OF USE AGREEMENT (the “Terms” or “Agreement”) pertains to the use of websites, mobile applications, content, products and services (collectively, the “Services”) made available by Optym, Inc., located at 3401 Olympus Blvd, Suite 500, Dallas, TX. and its affiliated entities (“LoadOps”, “We”, “Us”, or “Our”) (but excludes any websites, mobile applications, content, products and services that indicate they are subject to separate terms and conditions). This Agreement is a legal agreement between the individual or business entity using the Service (“You” or “Your”) and LoadOps, for the Services and any other materials accompanying these Terms, which may include but are not limited to computer software and hosted software services, printed materials, and web based services or electronic documentation and resource files, project and solution files for the Services. By accessing and using the Services You are agreeing to these Terms. If You are using the Services for or on behalf of a business entity, then Your use means such business entity also accepts these Terms. These Terms remain in effect even if You or Your business entity stop using the Services.

 

2. CHANGES TO TERMS AND CONDITIONS

We reserve the right to modify these Terms relating to the Services at any time, effective upon posting of an updated version of the Terms on the Service. LoadOps will make reasonable efforts to notify You in advance of material changes to the Terms but You are responsible for regularly reviewing the Terms. Continued use of the Services after any changes shall constitute Your consent to such changes. In instances when You have a separate signed agreement with Us for certain Services, such signed agreement’s terms will be controlling with respect to the applicable Services in the event of an inconsistency with these Terms. Further, additional terms may apply to certain Services and will be disclosed to You in connection with such Services. The additional terms will be controlling with respect to the applicable Services in the event of an inconsistency with these Terms.

 

3. CHANGES TO SERVICES

We are constantly working to improve Our Services. Thus, We may change, suspend or discontinue any aspect of Our Services at any time. We may also impose limits or restrictions on certain Services, features or content or restrict Your access to parts or all of Our Services at any time without notice or liability to you.

 

4. THE SERVICES AND ACCESS

The Services constitute a technology platform that enables You and other users of LoadOps’s websites and mobile applications to utilize technology solutions that connect and facilitate business among people and entities involved in the transportation and logistics industry, including, but not limited to, freight-matching, load planning, automated transportation management, telematics and fleet management, route optimization, real-time rates, negotiation tools and other logistics solutions. Before being permitted to access or use certain Services, You will be asked to register and submit certain information about You and/or Your business entity (the “Registration Information”). You represent and warrant that: (a) all Registration Information You have provided is true, accurate, current and complete; and (b) You will maintain and promptly update the Registration Information to keep it true, accurate, current and complete. In connection with Your registration, You also will be asked to create a password-protected account to access the Services (an “Account”). You are responsible for all activity that occurs under Your Account, and You agree to maintain the security and confidentiality of Your Account information and password at all times. You agree to notify Us immediately of any actual or suspected unauthorized use of Your Account. Certain Services may require You to agree to additional terms specific to the use of such Services. You understand and agree that in order to use Our Services and create an Account, You must provide Us with a verifiable physical address that is not a P.O. Box or Commercial Mail Receiving Agency in order to be granted an Account. You are not authorized to rent, lease, sub-license, sell, assign, transfer, or pledge the Services or these Terms, on a temporary or permanent basis, without prior written consent from LoadOps. Each LoadOps Account is unique. Business entitites may have one or more additional users. Additional users may be added to Your Account subject to the fees agreed to by You and LoadOps. Each user of Your Account must register with an individual, unique email address and password to access the Services. LoadOps may limit the number of user names and passwords associated with Your Account. LoadOps reserves the right to bump users off the system if more than one user attempts to login with the same email address and password at the same time.

 

5. RIGHTS GRANTED AND APPROPRIATE USE

Subject to Your compliance with these Terms, LoadOps grants You a non-assignable, non-transferable, non-exclusive, revocable right to: (a) access and use the Services on Your hardware solely in connection with Your use of the Services; and (b) access and use any content, information or related materials that may be made available through the Services. You may make any number of copies of the electronic and other documentation provided with the Services or downloaded from the LoadOps website related to the Services, provided that all copies must be used only for internal purposes and may not be republished, re-sold, re-licensed or distributed externally. You understand and acknowledge that any unauthorized reproduction and distribution of documentation provided with the Services is an infringement of LoadOps’s copyright in those materials. You may NOT: (a) copy (except as set forth in this Section 5), modify, distribute, sell, license, sublicense, assign, transmit, publish or republish, display, perform, edit, create derivative works from, transfer, lease, sell or license any part of the Services to a third party; (b) reverse engineer, dissemble, decompile or work around any technical limitations of the Services; (c) copy or retrieve data or other content provided by Us to you, either manually or by use of automatic devices, for the purpose of creating or compiling, directly or indirectly, a collection, database or directory or creating products competitive to the Services; (d) use meta tags or other hidden text utilizing Our name or trademarks or use framing techniques to enclose any portion of the Services; or (e) make copies of any part of the Services except as reasonably necessary for Your own internal business purposes. In addition to other prohibitions as set forth in these Terms, You are prohibited from using the Services or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate Our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. When You, or any of Your employees, personnel, agents, directors, managers or representatives, create an Account, You represent, warrant and covenant: (a) You are or represent a bona fide carrier, broker, shipper or are otherwise a business partner of LoadOps; (b) You will comply with all applicable laws when using the Services (e.g., any prohibitions on mobile device use while driving), and You will use the Services for lawful purposes only (e.g., no transport of unlawful materials); (c) You will not permit non-registered and unauthorized users to use Your Account or the Services without express written permission from LoadOps; (d) Your purpose in accessing and using the Services is not to directly or indirectly compete with or gain a competitive advantage in relation to us; (e) You will not use the Services and any postings made by You on the Services to advertise services for any third party entity or person; (f) You are not located in a country that is subject to a RA or U.S. government embargo, or that has been designated by the RA government as a “terrorist supporting” country and You are not listed on any RA or U.S. government list of prohibited or restricted parties. Load Board service agreements allow only one user per agreement. You further understand and agree that We reserve the right to restrict, in part or in full, access to the Services if We learn that You are an entity, or are affiliated with an entity, that provides a service competitive to Our Services or if We believe You are attempting to create a competitive service. We reserve the right to terminate your access and use of the Services for violating the Terms of this Section 5. By violating any of the Terms outlined in this Section 5, You risk having Your Account terminated by Us without warning and, in addition to such terminated access, being subject to any other legal remedies that may be available under these Terms, or that may be available under applicable law. In addition, You hereby agree that We may, in Our sole and absolute discretion, elect to assess You a penalty in the amount of any fees, expenses, labor, charges or costs incurred by Us as a result of Your violation of this Section, as well as liquidated damages in the amount of $1,000.00 USD for each unauthorized access or use of the Services by You or by a third party accessing and/or using Your Account with or without Your and Our permission. To the extent We may have to pursue legal remedies against You to enforce any of these Terms, or other violations committed by You while accessing or using the Services, You expressly agree to bear the costs of that enforcement, including without limitation all related attorneys’ fees and court costs.

 

6. PROPRIETARY RIGHTS

The Services are protected by copyright laws and international copyright treaties, trademark laws, patent laws, as well as other intellectual property laws and treaties. LoadOps owns all rights, title, and interest in any and all copyright and other intellectual property within or made part of the Services. You may not remove, obscure or alter any copyright, trademark or other proprietary notices displayed on Our Services. The Services are being licensed to You and/or Your business entity for Your personal use only, and nothing in these Terms should be construed as a sale or transfer of ownership of any intellectual property rights. Neither these Terms nor Your use of the Services convey or grant to You any rights: (a) in or related to the Services except for the limited rights granted above; or (b) to use or reference in any manner the company names, logos, product and service names, trademarks or services marks of LoadOps or its licensors.

 

7. NONDISCLOSURE

Both You and LoadOps recognize that the other party may obtain proprietary and Confidential Information in the course of their business. Each party agrees to protect each other’s Confidential Information as follows: (a) both during the term of these Terms and for a period of one (1) year after termination or expiration of these Terms the parties agree to hold each other’s Confidential Information in confidence and to protect the disclosed Confidential Information by using the same degree of care to prevent the unauthorized use, dissemination or publication of the Confidential Information as they use to protect their own confidential information of a like nature; (b) each party agrees that it will only disclose Confidential Information to its responsible employees, contractors, professional advisors and similarly situated individuals who have a bona fide need to know and who are bound by agreement or by law to keep such information confidential; (c) each party may disclose Confidential Information (i) as authorized by the other party in writing or (ii) to the extent required by applicable law, court, or government agency, provided that the Party required to disclose Confidential Information promptly notifies the other party and cooperates with any efforts by the other party, at the other party’s expense, to limit such disclosure by means of seeking a protective order or requesting confidential treatment. Other than those expressly allowed under this Section 8 of these Terms, no other disclosures of Confidential Information are permitted. For the purposes of these Terms, “Confidential Information” is any information marked as confidential, should be reasonably understood to be proprietary or confidential, or subject to other applicable privacy law. Confidential Information does not include information: (a) which is publicly known; (b) which is disclosed to the other party without restriction by a third party and without any breach of confidentiality by the third party; or (c) which is developed independently by the other party without reliance on any of the discloser’s Confidential Information.

 

8. SUBMISSION OF CONTENT

In connection with the Services, and access by You to the Services, You may desire, or as the case may be, be required to submit, display, or publish certain information, images, trademarks, copyrights, logos, photos, comments, advertisements, or other information related to You or Your business entity (“Content”). By submitting Content in connection with Your access and use of the Services, you explicitly: (a) grant Us and Our licensees a worldwide, perpetual, transferrable, royalty-free right to use, reproduce, host, publicly display, publish, publicly perform, adapt, modify, distribute, promote and otherwise exploit in any manner the content in any form and distribution channels now known or subsequently devised for any purpose (including without limitation in connection with the Services and Your business and on third party sites and services), without further notice to You, and without the requirement of payment to You or any other person or entity; and (b) represent, warrant and covenant that: (i) Your Content is accurate, and that Our posting and use of Your Content will not infringe or violate the rights of any third party; (ii) You will not list a phone number, email address, URL or other personally identifiable information in the “Special Information” field of posts or the “Company Notes” field of Your Company Profile; (iii) if any personally identifiable information is listed or posted by You, You agree to hold LoadOps harmless from exploitation of that information; (iv) You will not upload, post or transmit to or distribute or otherwise publish through Our Services, any content that: (1) restricts or inhibits any other user from using or enjoying Our Services; (2) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (3) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (4) violates, plagiarizes or infringes the rights of third parties, including without limitation copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (5) constitutes defamatory or libelous statements; (6) contains a computer virus or other harmful component; (7) constitutes or contains false or misleading indications of origin or statements of fact; or (8) is inappropriate for the purpose of our Service. We retain the right, but not the obligation, to review and remove any content submitted in connection with Your access and use of the Services without notice to You.

 

9. PRIVACY POLICY

Our Privacy Policy is incorporated in these Terms by reference. By accepting these Terms, You expressly consent to the use and disclosure of Your personally identifiable and other information as described in Our Privacy Policy which can be accessed at https://optym.com/loadops-privacy/

10. SUBSCRIPTION TERM, RENEWAL, AND FEES

You agree to pay Us for the Services in accordance with the fees, charges, taxes and billing terms in effect at the time a fee or charge is due and payable. According to the nature of some of Our Services, fees may be required in advance of use as a pay-in-advance subscription (the “Subscription”). Subscriptions to the Services are for an initial term of one (1) month. All fees must be paid in U.S. dollars unless specifically permitted otherwise by LoadOps. The Subscription is billed in advance on a monthly basis. The Subscription will automatically renew for successive one (1) month increments unless You provide LoadOps written notice of Your intent to terminate the Subscription at least five (5) days prior to the beginning of the next billing period or the Service will continue through the next billing period. We will automatically renew and charge Your credit card, withdraw from Your account or issue an invoice to You (whichever form of payment You authorized at the time You set up Your Account) (a) every month for monthly service agreements, (b) every quarter for quarterly service agreements, (c) each year on the subsequent anniversary for annual service agreements, or (d) monthly for annual service agreements. In the event of an early termination of an annual service agreement that is paid monthly, LoadOps will charge Your credit card for full payment for the remainder of the annual term. Renewal charges for each service agreement will be equal to the then-current service fee, unless We have mutually agreed otherwise. Fees for other services will be charged on an as-quoted basis. Unpaid fees will result in suspension of the Services. Once fees have been paid after suspension, You will be charged going forward at the then current rate for the Service(s). You may request to cancel the Services at any time. You may either make a cancellation request online through their account from the Billing page, by calling to speak with an LoadOps representative, or through the chat service. Simply canceling the credit/debit card associated with an LoadOps account will not cancel the account. Cancellations will take effect on the last day of the billing period in which the cancellation is processed. No portion of a payment will be refunded or prorated at the time a cancellation request is made. Customers are encouraged to keep records of all communications regarding cancellation. Cancellation of an account does not resolve outstanding amounts owed or nullify previously agreed upon charges or fees, such as payments charged in installments or annual contract charges, portions of which may not yet have been invoiced at the time of Your cancellation request. At the time of cancellation, any outstanding amounts owed to LoadOps must be settled. Note: If You entered into a signed contract for Your Services, such as an annual contract, please review Your contract for additional obligations. In the event the billing terms in Your signed contract conflict with these Terms, the terms of Your signed contract will govern. If at any time payment is not received, the Your Access shall terminate immediately upon the end of the last term that was paid (e.g. will terminate on the last day of the billing period), but You shall be liable to LoadOps for any fees, including Subscription Fees as described in this Section 10. The fees and any other amounts payable pursuant to the Terms herein are exclusive of all national, state, regional, local municipal or other taxes and fees including, but not limited to, excise, sales, use, property, ad valorem, intangibles, goods and services and value added taxes, customers duties and registration fees, now in force or enacted in the future, and all such taxes and fees, except taxes based on LoadOps’s net worth, capital or net income, shall be paid directly by You, or if paid by LoadOps, You will reimburse LoadOps.

 

11. REFUND POLICY

For Our subscription-based Services, payment is made in advance for access over a certain period of time, regardless of actual usage. Subscriptions are non-cancellable for the pre-paid period of time and thus, We do not refund fees or pro-rate for partial usage. In the event that you terminate your subscription, your forfeit any payments already made to Us.

 

12. ASSIGNMENT

We reserve the right to assign Our rights and obligations under these Terms to any subsidiary or affiliate, acquirer of some or all of LoadOps’s equity, assets or business, or a successor by merger or other operation of law. You may not assign Your Account or any of Your rights or responsibilities under these Terms without Our express written consent. These Terms will inure to the benefit of, be binding upon and be enforceable by Our successors and assigns.

 

13. THIRD PARTY SERVICES AND CONTENT

The Services may be made available or accessed in connection with third party services and content that is not under Our control and in no event will LoadOps be responsible or liable for any products, services or content of such third-party providers. You acknowledge that different terms of use and privacy policies may apply to Your use of such third-party services and content. Additionally, third parties, including but not limited to, Apple Inc., Google Inc., Microsoft Corporation and BlackBerry Limited, will be a third-party beneficiary to this contract if You access the Services using mobile applications available for use on the third party’s mobile devices. These third-party beneficiaries are not parties to this contract, are not responsible for the provision or support of the Services in any manner and are not responsible for any investigation, defense, settlement and discharge of any third-party claim that the Services or Your access and use of the Services infringe such third party’s intellectual property rights or any other third-party claim or claim made by You relating the Services or Your access and use of the Services. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of use and You agree to comply with the applicable third-party beneficiary’s terms of use when using the Services.

 

14. NETWORK ACCESS, DEVICES AND ELECTRONIC COMMUNICATIONS

You are responsible for acquiring and updating any compatible hardware, data network access, Web browser and email account necessary to access and use the Services and any updates to the Services. You agree to receive information and other materials from Us primarily through Our websites, mobile applications or an email address You provide to us, and You agree to notify Us of changes in Your electronic contact information. Any materials or information provided to You by telephone, mail, facsimile or other means does not constitute a waiver of this contract. We do not guarantee that the Services will function on any particular hardware and the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. If You access or use the Services from a wireless-enabled device, Your mobile network’s rates and fees may apply.

 

15. PERFORMANCE OF SERVICES, BACKUP AND RECOVERY OF CUSTOMER DATA, SERVICE LEVEL OBJECTIVES

LoadOps will use commercially reasonable means to provide the Subscription in line with these Terms and LoadOps’s service level objectives identified below (the “Service Level Objectives”). LoadOps reserves the right to support only current versions of the Services in its discretion. LoadOps’s provision of services related to the Subscription and any technical support therewith shall be contingent on Your full cooperation with LoadOps and You supplying all information, data, consents and access to Your systems and information, or any derivatives thereof that is made available to LoadOps or stored as part of the Services or necessary for LoadOps to integrate or adapt its Services (the “Customer Data”). You are aware that Customer Data is not stored or maintained by LoadOps, but is stored by a reputable third party database and data storage provider on behalf of LoadOps, which maintains their own internal backups, and such backups are subject to certain recovery point objective (“RPO”) and recovery time objective (“RTO”) warranties provided by such third party database and data storage provider. Accordingly, LoadOps shall not be responsible for loss of any Customer Data for any reason whatsoever. LoadOps shall use commercially reasonable efforts to make the Services to You available for 99% of the time in any calendar month. Availability will be calculated per calendar month, as follows (Up Time – Down Time)/(Up Time)*100% (the “Availability”). LoadOps’s records and data shall be the basis for all Availability calculations and determinations. (a) “Down Time” shall mean a period of ten (10) consecutive minutes of unavailability of the Services that is not Excluded Time. For the avoidance of doubt, Down Time shall not include unavailability of the Services for a period of less than ten (10) minutes. (b) “Up Time” means the total number of minutes for a calendar month. (c) “Excluded Time” means the following: (i) Any outages caused by factors outside of LoadOps’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving LoadOps’s employees); (ii) Any of the following outages of You or any third parties if not within LoadOps’s possession or reasonable control (excluding LoadOpss’ third party database and data storage provider) : computer outages, telecommunication outages, Internet service outage or hosting facility failures, or delays involving hardware, software or power systems, and network intrusions or denial of service attacks; (iii) Any outages that result from any unauthorized actions or inactions by You or Your employees or any third parties not provided by LoadOps; (iv) Any outages caused by programming errors in Your application(s) or by programming bugs in the third-party extensions/modules not developed by Company. (v) Any outages resulting from scheduled maintenance, if LoadOps notifies You forty eight (48) hours prior to the commencement of the maintenance. In the event that in a given month LoadOps does not meet or exceed the Availability, LoadOps will provide to You accommodations of additional days of Service to be added to the end of Your Term for the Service, at no charge to You, as a result of LoadOps’s inability to meet the requisite Availability (the “Accommodations”). LoadOps will grant such Accommodations as follows:

Monthly Uptime Percentage	Days of Service added to the end of the Term, at no charge
< 99.0% – > 98.0%	1
< 98.0% – > 95.0%	3
< 95.0%	7

For the avoidance of doubt, the aforementioned Accommodations may not be exchanged for, or converted to, monetary amounts. To request an Accommodation, (a) You must be in good standing with LoadOps, (b) You must open a technical support ticket by reporting an apparent Service interruption within seventy-two (72) hours of the event, and (c) You must send an email or written Accommodation request to LoadOps in the calendar month immediately following the month for which You are requesting an Accommodation. Accommodation requests must include Your name, account number, and the dates and specific times for which You are requesting Accommodations. LoadOps will compare information provided by You to LoadOps’s records and data. An Accommodation will be issued only if LoadOps confirms from such data that an Accommodation is available. The limits and sole remedies regarding Accommodations shall be Your sole and exclusive remedy in connection with any level of Service not meeting the Service Level Objectives outlined in these Terms and the Availability therefor.

 

16. NO CONFIDENTIAL OR CONTRACTUALLY IMPLIED RELATIONSHIP EXISTS WITH US

You acknowledge that by registering with us, submitting content to Us for posting or any other purposes or using Our Services, no confidential, fiduciary, contractually implied or other relationship is created between You and Us other than the express contractual relationship set forth in these Terms. Notwithstanding the foregoing, We will not disclose to third parties the source or identity of the ownership of any content licensed to Us under this Agreement.

 

17. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

LoadOps does not function as a transportation carrier or arrange for the movement of freight. All such arrangements are made by the users of the Services, and any terms and conditions of such freight movement, including without limitation any pricing or payment terms, are solely among the users of Our Services. No agency, partnership, joint venture, employee–employer or franchisee–franchisor relationship is intended or created by Your use of the Services or by these Terms. You use the Services at Your own risk. While We make reasonable efforts to post and supply accurate and timely information, We make no representations or warranties of the accuracy of content on the Services or content otherwise provided to You by Us through an alternative means and assume no liability or responsibility for inaccuracies, errors or omissions in such content. Without limiting the foregoing in any way, We make no representations or warranties whatsoever: (a) regarding the reliability, timeliness, quality, suitability or availability of Our Services; (b) that Our Services will be uninterrupted or error- free; or (c) regarding the quality, qualifications, suitability, safety, accident history, vehicle history, criminal or civil liability history, creditworthiness or experience of any of the users of Our Services. In addition, by using the Services, You acknowledge and agree that We do not, and have no duty to, conduct any investigations or evaluations relating to any of the foregoing. You fully and completely assume all risk of using the Services and any content, materials or information provided to You by Us or any other user of the Services. NEITHER WE NOR ANY OTHER PARTY INVOLVED IN THE CREATION, DISTRIBUTION OR DISPLAY OF THE SERVICES OR ANY OTHER MATERIALS OR INFORMATION PROVIDED TO YOU BY US (COLLECTIVELY, “SUPPLIERS”) IS LIABLE FOR ANY LOST PROFITS OR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR THAT RESULT FROM: (A) YOUR USE, INABILITY TO ACCESS OR USE OR RELIANCE ON THE SERVICES OR ANY OTHER MATERIALS PROVIDED TO YOU BY US, EVEN IN THE EVENT OF OUR NEGLIGENCE; OR (B) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF LOADOPS AND ITS SUPPLIERS FOR ANY CLAIMS UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES. LOADOPS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LOADOPS DOES NOT WARRANT THAT THE PRODUCT OR SERVICE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, AND TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ALL SERVICES AND ANY OTHER MATERIALS OR INFORMATION PROVIDED TO YOU BY US ARE DELIVERED AS IS AND AS AVAILABLE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ABILITY TO MEET YOUR NEEDS OR NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LOADOPS, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. WE DO NOT WARRANT THAT THE SERVICES OR ANY OF THEIR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT OR DAMAGE YOUR HARDWARE OR OTHER PROPERTY AS A RESULT OF YOUR ACCESSING, BROWSING OR USING THE SERVICES, DOWNLOADING INFORMATION OR PRINTING INFORMATION FROM THE SERVICES. NEITHER LOADOPS NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, INJURY, LOSS OF LIFE, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE PRODUCT OR SERVICE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF LOADOPS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE EXTENT THAT ANY PORTION OF THIS SECTION IS PROHIBITED BY LAW, LOADOPS’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES, FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID, OR PAYABLE BY YOU FOR THE SERVICES. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT.

 

18. CLAIMS OF INFRINGEMENT

Just as We require users of the Services to respect Our copyrights and other intellectual property rights, We respect the copyrights and other intellectual property rights of users of the Services and other third parties. It is LoadOps’s policy to disable or terminate the Accounts of users who are repeat infringers. If You believe in good faith that Your copyrighted work has been reproduced on the Services without authorization in a way that constitutes copyright infringement, You may notify Us by mail to: LoadOps LLC Attn: Product Director LoadOps Re: Copyright Infringement 7600 NW 5th Place Gainesville, FL 32607, USA Please provide the following information: (a) the identity of the infringed work and of the allegedly infringing work; (b) identification of the content You believe to be infringing in a sufficiently precise manner to allow Us to locate that content; (c) Your name, address, daytime phone number and email address, if available; (d) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent or the law; (e) a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (f) Your electronic or physical signature.

 

19. USER’S INDEMNIFICATION

You agree to defend, indemnify and hold Us and Our employees, contractors, officers and managers harmless from all liabilities, claims and expenses, including without limitation attorneys’ fees, that arise out of or result from: (a) Your use or misuse of the Services or any other materials or information provided by Us to You (whether such material or information originates from Us or from a third party, including without limitation other users of the Services); (b) Your breach of these Terms; (c) Our use of any content submitted by You in connection with the Services; or (d) Your violation of any law or the rights of a third party.

 

20. GOVERNING LAW

These Terms shall be governed by and construed under the laws of the state of Delaware. By accessing and using the Services, You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms or Your access or use of the Services is the courts of New Castle County, Delaware. You further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

 

21. SEVERABILITY AND INTEGRATION

These Terms supersede any prior or contemporaneous communication (whether oral, written or electronic) between You and Us regarding the Services. These Terms also govern and are incorporated into any additional agreement or arrangement between You and us, including without limitation any agreement relating to the collection, compilation and supply of data from us. If any part of these Terms is held void, invalid or unenforceable, that portion shall be construed to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect.

 

22. NO WAIVER

No action taken by either party pursuant to these Terms, and no waiver by either party, whether express or implied, of any provision or right in these Terms or any breach thereof, and no failure of either party to exercise or enforce any of its rights under these Terms, will constitute a continuing waiver with respect to such provision or right or as a breach or waiver or any other provision or right, whether or not similar.

 

23. RIGHT TO AUDIT

Your expressly grant Us the right to audit Your facilities and records from time to time in order to verify Your compliance with these Terms. Any such audit shall only take place during Your normal business hours and upon no less than five (5) days prior written notice from us.

 

23. FEEDBACK

Please submit feedback or suggestions about Our Services to LoadOps.support@Optym.com. We may use Your feedback or suggestions without notice or obligation to you.