By accessing, browsing and/or using this Site, you acknowledge that you have read, understood and agree to be bound by the terms of this GENERAL TERMS & CONDITIONS/PRIVACY POLICY (“Agreement”) and to comply with all applicable local, state and federal laws and regulations.

1. DEFINITIONS
   1. “Shipperoo” or “We” shall mean Shipperoo, L.L.C., all parent, sibling, subsidiary or affiliated entities, its shareholders, officers, directors, agents, employees, and assigns.
   2. “Site” shall mean the Internet site located at www.shipperoo.com, or any Shipperoo mobile internet site or mobile application.
   3. “User” or “you” shall mean any person or entity that accesses or uses the Site in any manner.
   4. “Driver” means a Member who has participated in an Introduction or submitted a quotation in respect of a Job.
   5. “Shipper” refers to anyone who has listed a shipment on the site.
   6. “Job” means the transportation request posted on the Site.
   7. “Member” means a person who has Registered (and “Membership” means the status of being a Member).
   8. “Registration” or “Register” means setting up a membership account having agreed to the Conditions.
   9. “Transaction” means the agreement entered into between a Driver and a Shipper for the performance of a Job.
2. CONDITIONS OF USE
   1. Although SHIPPEROO believes it has made reasonable efforts to include accurate, complete and current information on this Site, this Site may contain technical inaccuracies or typographical errors and changes are made to this Site and to the products and services of SHIPPEROO from time to time. Access to the Site may be suspended temporarily and without notice in the case of a system failure, maintenance or repair or for any reasons beyond our control. SHIPPEROO makes no warranties or representations regarding the accuracy or completeness of the information. It is your responsibility to verify the information before relying on it. SHIPPEROO reserves the right to make changes to the content of the Site without prior notice.
   2. User is granted a nonexclusive, nontransferable limited license to view, copy, print, and distribute all or any part of the Site for internal, informational and non-commercial purposes within your organization, provided that each copy of material contains copyright notice. No other use of any of the content of the Site is permitted without the express written consent of SHIPPEROO. The trademarks and service marks used or displayed on the Site are registered and unregistered trademarks of SHIPPEROO. Nothing contained herein shall be construed as granting, by implication, estoppel or otherwise, to User a license under any copyright, trademark, patent or other intellectual property right of SHIPPEROO without the express written permission of SHIPPEROO. SHIPPEROO expressly reserves all intellectual property rights it may possess in products, processes or technology that appear on the Site or any other SHIPPEROO. Web site. Further SHIPPEROO reserves all other rights not expressly granted or addressed in this Agreement.
   3. User is prohibited from posting or transmitting to or from the Site any material: that is threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; for which you have not obtained all necessary licenses and/or approvals; which constitutes or encourages conduct that would be considered a criminal offense, gives rise to civil liability, is otherwise unlawful or infringes the rights of any third party, in any country in the world; or which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
3. DISCLAIMER OF WARRANTY
   • THE INFORMATION, SOFTWARE OR OTHER MATERIAL ON OR ACCESSIBLE FROM THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, EXPECTATION OF PRIVACY AND NONINFRINGEMENT OR ANY WARRANTY THAT THIS SITE WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE FROM COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.
4. LIMITATION OF LIABILITY
   • IN NO EVENT SHALL SHIPPEROO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES OF ANY KIND OR NATURE ARISING OUT OF USER’S ACCESS, USE OR INABILITY TO USE THIS WEB SITE, WHETHER BASED UPON BREACH OF CONTRACT, NEGLIGENCE OR OTHER WRONGFUL CONDUCT OR ANY OTHER LEGAL THEORY, EVEN IF SHIPPEROO HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
5. REGISTRATION
   1. You represent and warrant that you are over eighteen years of age, of competent mind, and under no legal, mental or physical disability that would prevent you from Registering as a Member or from entering into this Agreement. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. Each Registration is for a single user only. We do not permit you to share your user name and password with any other person nor with multiple users on a network. Your Membership may not be transferred to a third party.
   2. If you use this Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, account or password, and you agree to accept responsibility for all activities that occur under your account or password. SHIPPEROO reserves the right to refuse service or terminate accounts in its sole discretion. You agree to immediately notify SHIPPEROO of any unauthorized use of your password or account or any other breach of security, and ensure that you exit from your account at the end of each session. SHIPPEROO is not liable for any loss or damage arising from User’s failure to comply with this section or any other provision of this Agreement.
6. INFORMATION PROVIDED
   1. You are solely responsible for the information you provide to SHIPPEROO and/or other Users or Members, including anything posted on the Site and in the shipping, or transportation process (“Information”). You represent and warrant that the Information is true, legal, accurate, and non-fraudulent.
   2. Except as otherwise provided in the SHIPPEROO Privacy Policy below, any Information shall be considered non-confidential and non-proprietary. SHIPPEROO has no obligations with respect to such material and shall be free to copy, disclose, distribute, incorporate and otherwise use the Information and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.
7. NEUTRAL VENUE
   1. SHIPPEROO is not a motor carrier, freight forwarder, broker or intermediary of any kind. The Site acts as a neutral venue through which Users can meet and enter into negotiations with a view to entering into Transactions. SHIPPEROO is in no way involved in any Transaction. SHIPPEROO has no, and assumes no, control over the quality, safety, or legal aspects of the Jobs and/or Transactions that take place through the Site. SHIPPEROO does not provide any endorsement for any services provided. User acknowledges and agrees that SHIPPEROO does not provide the services and is not in any way responsible for assisting a Driver in any manner with its provision of the services. SHIPPEROO cannot and will not guarantee the ability of a User or Shipper to complete payment for any Transaction. Furthermore, SHIPPEROO cannot and will not in any manner verify or confirm the identity or ability of Members to pay for any Transaction. Driver acknowledges and agrees that any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to the services are not provided by SHIPPEROO and are specifically and solely between Driver and Shipper. You acknowledge that we have no control over the accuracy of listings, the ability of Drivers to transport items, or the ability of Shippers to send items.
   2. SHIPPEROO does not screen or qualify Drivers or Shippers for compliance with applicable local, state and federal laws and regulations. Driver and Shipper individually warrant and affirm that it is the responsibility of the Shipper to select a Driver it finds suitable for the provision of the Job and the responsibility of the User and the Driver to negotiate the terms of the Transaction.
8. COMPLIANCE WITH LAWS
   • Driver and Shipper individually warrant and affirm that each are in compliance with all applicable local, state and federal laws and regulations and are properly registered, licensed, insured, or inspected as required by law, including, but not limited to, compliance with the Federal Motor Carrier Safety Regulations (FMCSR). Each party agrees that they shall procure and maintain all licenses and permits required for the transportation and related services under this Agreement and shall comply with all applicable laws pertaining thereto.
9. FEES
   • SHIPPEROO is free to join either as a Member, Driver or Shipper. SHIPPEROO sells use of the SHIPPEROO.com technology to introduce Shippers to Drivers who are in the need of transportation resources and Drivers to Shippers who are in need of freight resources (“Introductions”). Shippers can post Jobs on the Site free of charge. SHIPPEROO charges a fee to Drivers through the purchase of “Roo Coins” in advance and to Shippers through the payment of a fee when the Shipper selects a Driver for a Job (the “Fee”). SHIPPEROO reserves the right to offer Roo Coins free of charge on a promotional basis at any time in its sole discretion. Roo Coins are a limited license to participate in Introductions and have no monetary value. Upon purchase, Roo Coins are deposited into the Member’s account and can then be used by a Driver to obtain access to Jobs and participate in Introductions, subject to any applicable Roo Coin expiration date. The Fee is non-refundable and is not contingent upon any Transaction between a Driver and Shipper or the performance by Driver or Shipper of a Transaction. SHIPPEROO reserves the right to offer Roo Coins for different prices and in different amounts or to change, modify, add, remove or amend the existing terms and conditions of Roo Coins as set out in this Agreement at any time in its sole discretion.
10. RELATIONSHIP OF THE PARTIES
    • SHIPPEROO and User are independent contractors. Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship unless explicitly agreed to in writing by SHIPPEROO.
11. CHANGES OR MODIFICATIONS
    1. SHIPPEROO reserves the right, at its sole discretion, to change, modify, add, remove or amend the existing terms and conditions of this Agreement in whole or in part at any time. Any such changes or amendments shall be effectively immediately upon being posted on the Site. The continued use by User of the Site will be deemed User’s express agreement to the amended or changed terms and conditions.
    2. SHIPPEROO may, but shall have no obligation to, add new functions or features to the Site or make new services available to User. SHIPPEROO may terminate, change, suspend or discontinue any aspect of the Site, including the availability of or any features of the Site, at any time.
12. TERMINATION
    1. SHIPPEROO may, in its sole and absolute discretion, reject your Registration or terminate this Agreement or any Member or User at any time for any reason or no reason at all without notice to you, including, but not limited to, upon a breach of this Agreement by User. Upon such termination, User shall immediately destroy any materials obtained from this Site and all copies thereof, whether made pursuant to the terms of this Agreement or otherwise.
    2. You agree that SHIPPEROO may notify other Members or Users of any facts or circumstances that we determine in our sole discretion arise from or are in any way related to the termination of your Membership.
13. CONFIDENTIALITY
    • User shall keep in confidence and shall not disclose to any third parties any non-public information that may be disclosed to User in connection with the use of the Site under this Agreement or otherwise. User shall not use the name of SHIPPEROO or in any publicity release, advertising or otherwise without the prior written approval of SHIPPEROO. This provision shall survive the termination of this Agreement.
14. NON-SOLICITATION/NON-INTERFERENCE
    1. During the term of this Agreement and for a period of three (3) years after the termination of this Agreement, whether such termination is a result of a breach of this Agreement or otherwise, You shall not directly or indirectly solicit any employee of SHIPPEROO, or any of its affiliated entities, for employment as an employee, consultant, independent contractor or in any other capacity without written signed approval of SHIPPEROO.
    2. During the term of this Agreement, and thereafter, you agree and covenant that you will not directly or indirectly, interfere with or adversely affect, or attempt to interfere with or adversely affect, SHIPPEROO’s relationship with any of its past, present or anticipated customers, consultants, suppliers or other vendors, and you will not divert or change any such relationship to the detriment of SHIPPEROO or to the benefit of any other person (including him/herself), entity, firm or corporation without SHIPPEROO’s written consent or approval.
15. INDEMNITY/RELEASE
    1. You agree that you will indemnify, defend and hold harmless SHIPPEROO, from and against any and all liabilities, damages, losses, costs, and expenses, including reasonable attorney fees, arising out of, resulting from or in any way related to your use of the Site, this Agreement, any Introduction, Transaction or Job or your breach of this Agreement.
    2. You agree that you individually and for your respective heirs, executors, administrators and assigns, release and forever discharge, hold harmless, indemnify and defend SHIPPEROO, L.L.C., its owners, shareholders, officers, directors, employees, agents, servants, successors, and assigns; their parent, subsidiary, affiliate, or sibling entities; their invitees, licensees and guests (the “Released Parties”), from and against any and all claims, demands, causes of action, obligations, suits, contracts, damages, losses, expenses (including attorney fees), and liability of any and every kind, whether known or unknown, foreseen or unforeseen that you had, now have, or may ever have against the Released Parties, directly or indirectly arising out of, in any way related to, or in connection with this Agreement, a Job or a Transaction.
16. MISCELLANEOUS
    1. Entirety of Agreement. This Agreement represents the entire understanding of the parties and cannot be amended except in writing signed by both parties. All prior discussions, understandings, negotiations, or agreements are merged herein. All prior oral or written agreements between the parties are hereby canceled.
    2. Assignment. This Agreement may not be assigned by User without first obtaining the written approval of SHIPPEROO.
    3. Choice of Law and Venue. The laws of the State of Ohio will govern the interpretation, validity and effect of this Agreement as such laws are applied to agreements entered into and to be performed entirely within the State of Ohio. Unless otherwise agreed in writing by SHIPPEROO, User agrees that any legal action resulting from a dispute over this Agreement shall be heard before the State of Ohio or United States District Court for Wilmington, Clinton County, Ohio. In the event SHIPPEROO is the prevailing party in any such litigation it shall be entitled to recover its reasonable costs, including attorney fees, incurred in such litigation.
    4. Divisibility. If any provision of this Agreement is held by any court or arbitrator to be null and void or unenforceable for any reason, such determination shall not affect the remaining portions of this Agreement, which shall remain in full force and effect in accordance with its terms and conditions.
    5. No Waiver. Any waiver of any provision, term or condition of this Agreement shall not be construed or deemed to be a waiver of any other such provision, term or condition of this Agreement, nor a waiver of a subsequent breach or the same provision or condition, unless such waiver is expressed in writing by SHIPPEROO.
    6. Survival of Covenants. The covenants and agreements contained in this Agreement are and shall be binding on, and shall inure to the benefit of, the Parties hereto and their officers, directors, shareholders, employees, successors and assigns. Further, all obligations arising prior to the termination or expiration of the Agreement allocating responsibility or liability between SHIPPEROO and User shall survive the termination or expiration of this Agreement.
    7. Headings. The paragraph headings set forth herein are for reference only and not to be considered a part of or a term or condition of this Agreement.