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, as amended from time to time by Newtrul (defined below) and
in effect as of the date you access the Services (defined below) ("Agreement")
governs your access and use of any Application (defined below), Logistics Data
(defined below), Platform 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.
By registering a user account ("Account"), you consent to be bound by this Agreement
on behalf of yourself and any entity you purport to represent as the Account Holder
(defined below). If you do not agree to this Agreement, you may not register an
Account. This Agreement (and the Privacy Policy and Terms of Use incorporated
herein) expressly supersede prior agreements or arrangements with you related to the
subject matter hereof (provided that any agreement or contract pertaining to another
Newtrul product or service may be in effect in parallel with this Agreement).
Account registration is limited to persons located in the United States and its
territories and possessions.
In addition to the terms of this Agreement, your access to and use of the Services
are governed by the Terms of Use located at newtrul.com/terms as revised by Newtrul
from time to time in its sole discretion (the "Terms of Use"). The Terms of Use are
incorporated by reference into, and made a part of, this Agreement. Capitalized
terms used in this Agreement, but not defined in this Agreement, have the meanings
as defined in the Terms of Use. This Agreement is an "Account Agreement" as defined
in the Terms of Use. Our liability from or arising out of this Agreement or any
breach hereof is subject to the general limits of liability and disclaimers stated
in the Terms of Use.
Newtrul's collection, use, and sharing of personal information in connection with
the Services is described herein, and in Newtrul's privacy policy ("Privacy Policy")
located at newtrul.com/privacy which is incorporated by reference into, and made a
part of, this Agreement. In addition to the collection, use, sharing and disclosure
of your personal information as described in the Privacy Policy, Section 4 of this
Agreement describes additional information of yours or third parties we may collect,
how we may use it, and with whom we may share or disclose it.
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
ceaseoffering 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, including, but not limited, to the Terms of Use or
the Privacy Policy, from time to time. Amendments will be effective upon Newtrul's
posting of such updated terms. Use of your Account or otherwise accessing the
Services after such posting confirms your consent to be bound by such revisions.
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 further
acknowledge and agree that Newtrul has no responsibility for the accuracy or
completeness of any information provided to you via the Services regarding any
Shipment Transactions. In no event will Newtrul be considered a shipper or offeror
of any cargo accepted by you for transportation.
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.
The Services allow you to access and use certain Logistics Data (as defined in the
Privacy Policy) in connection searching for and entering into a Shipment Transaction
with a Shipper. Logistics Data is available to you from, or provided to you by,
Newtrul from time to time in its discretion.
Newtrul's privacy policy ("Privacy Policy"), located at newtrul.com/privacy, does
not apply to Logistics Data unless, and only to the extent that, personal
information which is covered by the Privacy Policy is included within the Logistics
Data, and in such case applies only the applicable personal information and no other
Logistics Data.
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, or any other
party that registers an Account as a Carrier, whether meeting the definition of
Carrier contained herein, is referred to as "you" or "Account Holder".
By creating or accessing a Carrier Account, you warrant and represent that you are a
for-hire motor carrier engaged in the business of transporting cargo for-hire and
that you hold any and all required permits, licenses and authorities required to
legally perform services with respect to Shipment Transactions accepted via the
Services. You further warrant and represent that all Shipment Transactions will be
transported on equipment operated pursuant to your for-hire motor carrier authority,
and will not be subcontracted or otherwise tendered for transportation to any other
third party.
as Any individual accessing the Services via Carrier’s Account, or otherwise using
login credentials assigned by Newtrul to Carrier is a "User". Account Holder shall
be solely responsible for use of the Account, Services, and Application, by or on
behalf of Users. Any breach of the terms and conditions of this Agreement, the Terms
of Use, or the Privacy Policy by a User shall be deemed a breach by 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 reserves the right to revoke access to the Services atany time, and to
modify the Services, restrict its use, change how is the Services are accessed or
used, or otherwise make any other changes with respect to the Services or their use
from time to time as Newtrul may determine in our sole discretion, provided that if
Newtrul discontinues your access to Platform Data without a breach by you of this
Agreement or the Terms of Use, you may have a right to a refund of a prorated
portion of fees paid for any unfulfilled Account or Data License subscription
period, as reasonably determined by Newtrul.
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 Services 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 Services 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
In additional to the information described in the Privacy Policy, we collect, use,
share and disclose other information you submit to us (using the Services or
otherwise). The information described in this Section 5 is not exclusive; other
information may be collected, used, shared or disclosed through the Services or the
Application.
Collection:
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 cause all of your employees, contractors, and consultants who will have
access to or use of the Application or Platform Data under your Account to comply
with the restrictions and other terms of use hereof and in the Terms of Use, and
agree that any violation thereby shall be deemed a violation by you.
You agree to indemnify, defend and hold harmless Newtrul and its affiliates and
their officers, directors, employees, and agents from, and to reimburse them for,
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 term of this Agreement ("Account Term") shall commence upon the creation of your
Account and shall terminate on the earlier of (i) immediately upon either party
providing the other with written notice of termination; or (ii) the date your
Account is deleted and no longer functional or accessible, or (iii) the date on
which Newtrul reasonably determines that you have violated this Agreement, the Terms
of Use, or any other obligation you hold to Newtrul and has determined to terminate
your Account, or (iv) the date on which Newtrul otherwise has the right to terminate
this Agreement as provided herein or in the Terms of Use.
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.
8. MISCELLANEOUS
Except as otherwise expressly permitted herein or in the Terms of Use, this
Agreement is complete and is the exclusive representation of our agreement
pertaining to the subject matter hereof. No oral or written information given by us
or on our behalf shall create a warranty or collateral contract, or in any way
increase the scope of this Agreement in any way, and you may not rely on any such
oral or written information. This Agreement may be modified only by a written
instrument signed by an authorized representative of each party.
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.
This Agreement is governed by the laws in force in the State of Illinois, and shall
be interpreted according to the internal laws of such State without reference to its
conflicts of laws or choice of law principles. Any legal suit, action, or proceeding
arising out of or related to this Agreement shall governed by the Terms of Use.
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.
