Last updated: August 17, 2021
These Terms of Use (the “Terms”) are a binding contract between you, an individual user (“you”) and Frayt Technologies, Inc. for users of the [insert] products and services and Frayt Logistics Technologies, Inc. for users of the [insert] products and services (collectively, “Frayt”, “us” or “we”) governing your use of the Frayt mobile application (the “App”) and any website or online property under Frayt’s control (the “Website” and collectively with the App, the “Services”).
You agree that by visiting, installing or accessing the Services or by registering or using the Services, you are entering a legally binding agreement with Frayt based on the Terms, the Privacy Policy, the Delivery Agreement Terms, the Driver’s Responsibilities and the Customer’s Responsibilities, which are hereby incorporated by reference (collectively referred to as the “Agreement”). Your access to and use of the Services are conditioned on your acceptance of and compliance with the Agreement. By accessing or using the Services you agree to be bound by the Agreement. To have a copy of the Agreement sent to you, contact Frayt at info@frayt.com.
Frayt operates as a marketplace to connect and facilitate agreements between independent third-party transportation carriers (“Drivers”) and businesses in need of transportation services (“Customers”) for items (“Items”). FRAYT IS NOT A TRANSPORTATION CARRIER. Frayt is not a party to any agreement or contract that results from a connection made on or through the Services (“Delivery Agreements”) and has no responsibility or liability for any pick-up, carry and delivery services provided to you or by you through your use of the Services. Drivers and Customers may enter into Delivery Agreements in their sole discretion and may decline to enter into any particular Delivery Agreement. The parties to any Delivery Agreements are solely responsible for verifying that the Delivery Agreements are executed and performed in accordance with all applicable laws and regulations, including without limitation, tax laws. You expressly agree that Frayt has no obligations under any Delivery Agreements and that Frayt shall not be included as a party in any dispute related to any Delivery Agreements.
The Services may not be used to transport people or any other item that may not be transported under applicable law (e.g., no transport of unlawful or hazardous materials). The Services may not be by consumers to transport any personal items and may only be used to transport items between businesses.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT WE MAY NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON USERS OF THE SERVICE. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES.
By entering into a Delivery Agreement, you expressly agree to the Delivery Agreement Terms, which are hereby incorporated by reference.
You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you can form a binding contract with Frayt and are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdiction. If you are under 18 years of age you may not access or use the Services for any reason. Please contact us if you are aware that a person under 18 is using the Services. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. You may use the Services only for commercial use on behalf of a company, entity, or organization (each an “Organization”), and you represent and warrant that you: (i) are an authorized representative of that Organization with the authority to bind such entity to the Agreement and (ii) agree to be bound by the Agreement on behalf of such Organization.
Only authorized users with a valid and accurate user account may access or use the Services. You may not create a new Account with Frayt, without Frayt’s express written consent, if Frayt previously disabled an Account of yours.
The Services are always evolving and the form and nature of the Services may change from time to time without prior notice to you. In addition, Frayt may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
The Services may include advertisements, which may be targeted to the content or information on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change. In consideration for Frayt granting you access to and use of the Services, you agree that Frayt, third party providers and partners may place such advertising on the Services or in connection with the display of content or information from the Services whether submitted by you or others.
Your use of the Services and information you provide to Frayt are subject to the Privacy Policy, which is available at www.frayt.com/privacy-policy and is hereby incorporated by reference. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Frayt. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Frayt account, which you may not be able to opt-out from receiving.
You will not solicit, or attempt to solicit, personal information from other Users, except as permitted through the Service’s functionality. Any personal information you receive from the Services may be used only to provide the requested services and for no other reason. Upon completion of a Delivery Agreement, you agree to delete any personal information you received from or about the other party to the Delivery Agreement.
You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account, whether or not you have authorized the activities. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and with other accounts that you may connect to your Frayt account. Frayt cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You agree to notify us immediately at info@frayt.com upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or a name or trademark that is subject to any rights of another person without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
All right, title, and interest in and to the Services and any content available on the Services are and will remain the exclusive property of Frayt and its licensors. The Services and its content are protected by copyright, trademark, and other laws of both the United States and foreign countries. Frayt reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Frayt, or the Services are entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
Subject to the terms of the Agreement, Frayt grants to you a limited and nonexclusive license (without the right to sublicense) to access and use the Services only as provided herein.
By posting, submitting, or transmitting any content (“User Content”) to or through the Services, you hereby grant to Frayt a worldwide, non-exclusive, royalty-free, perpetual, transferable and fully sublicenseable right to use, host, convert for streaming, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit your User Content, in any form, format, media or media channels now know or later developed or discovered for the sole purpose of providing the Service to you.
Please be aware that, except as expressly provided herein, Frayt does not verify the accuracy any User Content available on the Services. Any use or reliance on any information you obtained through the Services is at your own risk. You understand that by using the Services, you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Frayt be liable in any way for any content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
You agree not to post any content on the Services that:
We reserve the right at all times (but will not have an obligation) to suspend and or terminate users or reclaim usernames without liability to you.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, reverse engineer or use non-public areas of the Services, Frayt’s computer systems, or the technical delivery systems of Frayt providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Frayt (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Frayt (NOTE: scraping the Services without the prior consent of Frayt is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services; (vi) gain unauthorized access to the Service, to other Users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Services; or (vii) use the Service, without our express written consent, to communicate or facilitate any commercial advertisement or solicitation, unless expressly permitted in the Agreement.
Any violations of your obligations may result in criminal and/or civil penalties against you, as well as the termination of your right to use the Service, at Frayt’s sole discretion. Frayt reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of your activities on or related to the Service.
A. Third-Party Fees. Users are responsible for all third-party fees (including without limitation, data usage fees charged by your wireless carrier or transaction fees on your Stripe account) and for compliance with any applicable third party terms of use or privacy obligations.
B. Compliance with Laws. You agree to comply with all applicable laws when using the Service, and you may only use the Service for lawful purposes (e.g., no transport of unlawful or hazardous materials). When using the Service, you will not cause nuisance, annoyance, inconvenience, or property damage to any User or any other party.
C. Customer Responsibilities. Customers expressly represent and warrant that they will comply with the obligations provided on the Customer’s Responsibilities agreement, which is hereby incorporated by reference. If a Customer is accepting this Agreement to arrange delivery to a third party (“Third-Party Delivery”), any actions or inactions of the recipient of the Third-Party Delivery are directly attributable to Customer. Customer shall require the third-party to accept the terms of this Agreement or require the third party to accept an agreement that protects the rights of Frayt to the same extent as this Agreement, including without limitation, the terms in Section 10 of this Agreement. As between Frayt and Customer, Customer will be directly and solely responsible for any damages or losses caused by or to any third-party during a Third-Party Delivery. Customer understands that they will be charged “Detention Fees” as provided on the Customer Responsibilities agreement and Delivery Agreement Terms in the event that a Driver is required to wait for more than 15 minutes at the pickup or drop off location.
D. Driver Responsibilities. Drivers expressly represent and warrant that they will comply with the obligations provided on the Driver’s Responsibilities agreement, which is hereby incorporated by reference.
The Terms will continue to apply until terminated by either you or Frayt as follows.
You may end your legal agreement with Frayt at any time for any reason by deactivating your accounts, uninstalling the Frayt app and discontinuing your use of the Services. In order to deactivate your account, please contact us at info@frayt.com.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms or the Agreement, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except those Sections you would expect to survive termination. Upon termination, any and all data relating to your Account may be irretrievably deleted by Frayt, except to the extent that we are obliged or permitted to retain such data for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests.
Nothing in this section shall affect Frayt’s rights to change, limit or stop the provision of the Services without prior notice, as provided above.
Please read this section carefully since it limits the liability of Frayt and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Frayt Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
A. The Services are Available “AS-IS”
Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, THE FRAYT ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The Frayt Entities make no warranty and disclaim all responsibility and liability for: (i) any actions of Frayt users, contributors, or third parties that receive deliveries pursuant to a Third Party Delivery; (ii) the performance or execution of any Delivery Agreement; (iii) bodily injury, emotional distress, property damage, and/or any other damages resulting from communications or meetings with other Users of the Services or persons you meet through the Services; (iv) any content provided by a third-party or Frayt User; (v) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (vi) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (vii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; (viii) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; (ix) any advice or information you receive through the Services; and (x) any injuries or harm you or a third party incurs as a result of information or advice received through the Services. No advice or information, whether oral or written, obtained from the Frayt Entities or through the Services, will create any warranty not expressly made herein.
B. Links
The Services may contain links to third-party services or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such services or resources; or (ii) the content, products, or services on or available from such services or resources. Links to such services or resources do not imply any endorsement by the Frayt Entities of such services or resources or the content, products, or services available from such services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources.
C. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FRAYT ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, DRIVERS AND CUSTOMERS ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE FRAYT ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID FRAYT, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE FRAYT ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
D. Indemnification
To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Frayt Entities from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) User Content; (2) your failure to comply with the Terms, the Agreement, the Delivery Terms, Customer’s Responsibilities or Driver’s Responsibilities; (3) any damage or losses that occur to Items, property or individuals during or related to execution of a Delivery Agreement, including without limitation, damages or losses to Items, real property, injuries, deaths or driving related losses; (4) any improper, inaccurate or untruthful information provided to Frayt related to an Item, service request or Delivery Agreement; (5) any improper, inaccurate or untruthful information provided related to your identity, credentials or qualifications to perform a Delivery Agreement; (6) any claim that Customer did not have the right to transport any Items delivered pursuant to Delivery Agreement; (7) your interactions with any other Frayt user; (8) any actions of the recipient of a Third Party Delivery or any damages or losses suffered by any third party related to a Third Party Delivery; and (9) any activity in which you engage on or through the Services.
Frayt will use reasonable efforts to notify you of any such claim, action or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if Frayt is unable to communicate with you in a timely manner your indemnification obligation will continue notwithstanding Frayt’s inability to contact you in a timely manner. You agree that Frayt will, at your expense, have sole control over any defense against any claim for which you are obligated to indemnify Frayt pursuant to this Section; provided, however, that you will at all times have the option to participate in any matter or litigation, including, but not limited to, participation through counsel of your own selection, if desired, at your own expense.
The failure of Frayt to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
A. Choice of Law and Agreement to Arbitrate
These Terms and any action related thereto will be governed by the laws of the state of Ohio without regard to or application of its conflict of law provisions or your state or country of residence. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Cincinnati, Ohio. The arbitration shall be governed by the laws of the State of Ohio. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.
B. Entire Agreement
These Terms, our Privacy Policy, and, as applicable, the Delivery Agreement Terms, Driver’s Responsibilities and Customer’s Responsibilities are the entire and exclusive agreement between Frayt and you regarding the Services (excluding any service for which you have a separate agreement with Frayt that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Frayt and you regarding the Services. You acknowledge that no statements, representations, warranties or covenants have been made to you or upon which you have relied that are not set forth in the Terms.
C. Changes to the Terms.
We may revise these Terms from time to time, the most current version will always be at [insert]. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 9 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. These Terms govern any updates Frayt provides to you that replace and/or supplement the App or the Services, unless a separate license or revised Terms accompanies such upgrade, in which case the terms of that license or revised Terms will govern.
D. Assignment
You may not assign the Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without Frayt’s prior written consent. This means that if you dispose of any device on which you have installed the App, then you are responsible for deleting the App from your mobile device prior to such disposition. Frayt may assign the Agreement, including all its rights hereunder, without restriction.
E. No Partnership or Employment Relationship
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Frayt as a result of the Terms or use of the Service.
F. Consent to Electronic Communication
By using the Service or providing Personal Information (as defined in the Privacy Policy) to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Service or sending an email to you, if we have your email address. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at info@frayt.com.
You can contact Frayt by e-mail at info@frayt.com or by post at 1311 Vine Street, Cincinnati, OH 45202.
You acknowledge that the Agreement is between you and Frayt only, not with Apple, and Apple is not responsible for the App or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of the Agreement, and upon your acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary of the Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Frayt provides a translation of the English language version of the Agreement, then the translation is provided solely for convenience, and the English version will prevail.