PLEASE READ THIS ACCOUNT AGREEMENT CAREFULLY BEFORE USING YOUR ACCOUNT
This Account Agreement may have been amended since the last time you used the Services or Application.
Effective: November 11, 2019
1. CONTRACTUAL RELATIONSHIP
This Account Agreement ("Agreement") governs your access and use of any Application (defined below), Logistics Data (defined below), and the newtrul.com website, and related websites (including booking.newtrul.com), mobile sites, applications, content, and products and services (the "Services") for which Newtrul requires you to have an Account (defined below) to access or use, each as owned and operated by Newtrul, Inc., or any parent, subsidiary, or affiliate thereof (collectively, "Newtrul"). PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND NEWTRUL.
Newtrul may immediately terminate this Agreement with you (and terminate your Account), or terminate your access to the Services or your Account, or may generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. Without limitation to the foregoing, if you breach any Shipper-Carrier Agreement, fail to satisfy your obligations with respect to any Shipment Transaction (defined below), or if Newtrul receives complaints about your performance from any Shippers, Newtrul may take any of the foregoing actions.
Newtrul may amend this Agreement from time to time. Amendments will be effective upon Newtrul's posting of such updated Agreement at this location. Your continued use of your Account after such posting confirms your consent to be bound by this Agreement, as amended.
2. OVERVIEW OF ACCOUNT
Newtrul provides transportation and logistics software for use by (i) shippers and freight brokers (each a "Shipper") who seek to book loads with motor carriers (each, a "Carrier"), and (ii) Carriers who seek to source shipments from Shippers.
Any transaction (each a "Shipment Transaction") that is entered into between a Shipper and a Carrier while or as a result of using the Services is governed by the applicable Shipper-Carrier Agreement (as defined in the Terms).
You agree that Newtrul (i) is not a party to any Shipper-Carrier Agreement and has no obligations thereunder, (ii) is not responsible for the execution of, or failure to execute, any Shipment Transaction, (iii) is not a freight broker or a carrier and (iv) that any amount payable for any products or services you provide with respect to a Shipment Transaction, and any other obligations pertaining thereto, shall not be the obligation of Newtrul and shall be payable (or must be performed) solely by the applicable Shipper or other party with whom you have transacted.
You agree that all prospective or potential Shipment Transactions which you identify using the Services must be booked through the Services. You agree that you will not, and will not allow your Users to, identify a shipment using the Service and enter into such transaction with a Shipper without using the Service (a "Circumventing Transaction"). You agree that any Circumventing Transaction is a material breach of this Agreement.
3. ACCOUNT HOLDERS AND USERS
This Agreement governs Accounts ("Carrier Accounts") which are registered to a Carrier. The primary purpose of a Carrier Account is to allow a Carrier to access and use the Services and Logistics Data to create a Shipment Transaction between a Carrier and a Shipper, together with other benefits and privileges described herein or provided in conjunction with Carrier Accounts.
As used in this Agreement, the Carrier which registers the Account is referred to as "you" or "Account Holder".
4. OWNERSHIP AND LICENSE
Pursuant to this Agreement you are subscribing to use Newtrul's products and services on a software-as-a-service basis, whether through a website or through a mobile or similar application (collectively, the "Application"). In connection with your use of the Application, you will have access to and use of certain Logistics Data, together with other data, information, or materials owned by Newtrul or third parties (collectively with the Logistics Data, "Platform Data").
Subject to the terms and conditions of this Agreement, Newtrul hereby grants you, solely during the applicable Subscription Term (defined below), a non-exclusive, non-transferable, non-sublicensable license and right to access and use the Application on a software-as-a-service basis (the "Application License"), solely for your organization's internal purposes, and solely using the Services through an Account provided by Newtrul. The Application License is only for runtime access to executable, object code format, and you agree that you have no rights to any source code or to any local installation of the Application, except as expressly permitted by Newtrul (such as when the Application may be accessed through a mobile app). The Application License grant is subject to your payment in full of all applicable fees and charges pursuant to this Agreement.
Subject to the terms and conditions of this Agreement, Newtrul hereby grants you, solely during the applicable Subscription Term, a non-exclusive, non-transferable, non-sublicensable license and right to access and use that portion of the Platform Data which Newtrul's website, mobile app, or other terms of the applicable Account expressly specifies as being accessible via that Account type or subscription level (the "Data License"), solely for your organization's internal purposes in creating Shipment Transactions, and solely using the Application and the Services through an Account provided by Newtrul. The Data License grant is subject to your payment in full of all applicable fees and charges pursuant to this Agreement.
Newtrul owns, or licenses from third parties, all intellectual property and other rights inherent in or relating to the Application and Platform Data, which includes without limitation all copyright, patent rights, personality rights, all rights in relation to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how), and all rights other than those expressly granted by this Agreement, and the foregoing rights in and to any Platform Data which results or derives from use of the Application and the Platform Data. The Application and Platform Data are licensed, and not sold, to you, subject to the terms of this Agreement.
Except for the license to the Application and Platform Data granted to you in this Section 4, no other rights or licenses in or to any other data or information owned or licensed by Newtrul are granted to you unless otherwise agreed in writing.
5. PRIVACY; ADDITIONAL INFORMATION COLLECTED, USED, SHARED AND DISCLOSED
We collect the Account Holder's email, password, first and last name.
We collect the Account Holder's (or, if registered personally for use by an organization, the individual's) address, city, state, zip, and payment information such as ACH information including routing and account numbers, and payment card number, expiration date, and CVC or other payment card validation code.
We collect the Account Holder's company information such as name, phone number, address, equipment types and quantities, whether the company uses a factoring company, and ACH information including routing and account numbers and payment card number, expiration date, and CVC or other payment card validation code. In addition, for each User who uses the company's account, we collect first name, last name, email, password, title, phone number.
Account Holder information is used in the process of matching search queries by Carriers to identify relevant shipments from Shippers.
Sharing and Disclosure:
A Carrier's contact and other information may be shared with a Shipper when the Carrier sources a freight shipment from a Shipper, or when Newtrul invoices a Shipper. A Shipper's contact and other information (including any personal information included in the Logistics Data, as described in Section 2) may be shared with a Carrier when the Carrier sources a freight shipment from a Shipper.
In addition, Newtrul shares the following information with other users of the Services and Application, and business partners of Newtrul, and may otherwise share this information with third parties for commercial and other purposes including without limitation third party providers who connect the Services to a Shipper's system, of third party analytics platforms or applications, or insurance providers.
6. YOUR RESPONSIBILITIES
Except as expressly permitted in the express terms of your Account subscription, you may not, and may not permit others to: (i) use your Account on any time-sharing or service bureau basis, except as expressly permitted with respect to Carrier Accounts; (ii) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party your Account, the Application or Platform Data, or your Account's access to Platform Data; (iii) change or remove the copyright or trademark notice included in or with the Application or Platform Data; (iii) download (or scrape) the Platform Data (except as the Application may expressly provide for such function), except for components thereof which may reside temporarily on your device which accesses the Application or Platform Data as necessary for its use on a software-as-a-service basis; or (iv) frame or mirror the Platform Data or any other content of the Application.
You agree to indemnify and hold harmless Newtrul and its affiliates and their officers, directors, employees, and agents from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with (i) any transaction or relationship between you and any third party (including a Shipper) you contact as a result of your use of the Service; (ii) any Shipper-Carrier Agreement or Shipment Transaction; or any Circumventing Transaction.
7. TERM AND TERMINATION
The Application License, the Data License, and the period of any other benefits applicable to an Account are governed by the Subscription Term (defined below) applicable to your Account; the Subscription Term is not necessarily the same time period as the Account Term.
The term of your rights under the Application License and the Data License, and to access any other feature or benefit which is not generally available to all Account Holders (the "Subscription Term"), shall commence on the date register your Account (or if later, the date of your first subscription payment), and shall continue until and terminate upon the earlier of (i) the date of expiration or termination of such subscription or (ii) the expiration or other termination of the Account Term.
Upon termination or expiration of the Subscription Term, you agree to immediately cease using the Application, cease to attempt to access the Application or Platform Data via any Account, and destroy all copies of any Platform Data, in your possession or under your control, including all related materials.
Any provision of this Agreement which, by its nature, would be intended to be applicable following termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.
We shall have the right to enforce this Agreement, or any term hereof, specifically, and to obtain equitable relief, including without limitation injunctive relief, in order to prevent any breach or threatened breach hereof, without posting of any bond or other security, in addition to any other remedy available. You agree that monetary relief would be an insufficient remedy and that your violation hereof would cause irreparable harm to us.
Our liability from or arising out of this Agreement or any breach hereof is subject to the general limits of liability stated in the Terms.
You may not assign this Agreement without the prior written consent of Newtrul. This Agreement will inure to the benefit of the successors and assigns of Newtrul.
If any provision in this Agreement shall be determined to be invalid, such provision shall be deemed omitted, and the remainder of this Agreement shall continue in full force and effect.