Terms of Use For FR8Star

These Terms of Use For FR8Star (these “Terms”), together with our Privacy Policy, govern your access to and use of  Fr8Star.com (“FR8Star”) ( our “Sites”), including all services we now offer or may offer in the future through our Sites (our “Services”). Our Sites and Services are provided by Sandhills Global, Inc., a Nebraska corporation with a registered address of 120 W. Harvest Drive, Lincoln, Nebraska, 68521, USA (“Sandhills,” “we,” “our,” or “us”). ”(Y)ou” or “your” refers to the user accessing and using our Sites and Services, and may refer to an individual or an entity.

THESE TERMS ARE A BINDING CONTRACT BETWEEN YOU AND SANDHILLS. PLEASE READ THEM CAREFULLY. BY ACCESSING AND USING OUR SITES AND SERVICES, WHETHER AS A VISITOR, AS A SHIPPER (AS DEFINED BELOW) OR AS A CARRIER/BROKER (AS DEFINED BELOW), YOU CONFIRM YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. WE RECOMMEND THAT YOU PRINT A COPY OF THESE TERMS FOR FUTURE REFERENCE.

1.  Services Generally.  We provide a specialized freight shipping and transport load matching/load board platform that connects shippers of heavy equipment and other specialized loads with freight carriers, brokers and transport companies who provide shipping bids and offers through our load bidding and matching process, but we provide no shipping, trucking, hauling, transporting, freight brokering, freight forwarding, motor carrier, freight carrier, freight shipping, or freight transporting services. Any users who choose to conduct or participate in using our Sites or Services are acting on their own behalf and are responsible for any actions that they may take with respect to any shipping, trucking, hauling, transporting, freight brokering, freight forwarding, motor carrier, freight carrier, freight shipping, freight transporting or related transactions that they may enter into. We do not represent any users of our Sites or Services, and we are not a party to any transaction that may occur between users of our Sites or Services. You are solely responsible for resolving any disputes that you have with other users of our Sites or Services, whether as a visitor; as a party who lists, submits, posts or has automatically posted or submitted any load(s), freight, equipment, or item(s) for shipping and transport (the “Load Item(s)”), or requests, receives, or accepts bids and offers for shipping Load Item(s) using our Sites or Services (“Shipper(s)”); or as a party (which shall include but not be limited to freight brokers, freight forwarders, motor carrier, freight carriers, freight transport companies, haulers, truckers, and trucking companies) who views, accesses, places shipping bids and offers, participates in bidding and offering shipping on, or has the winning shipping bid and offer on Load Item(s) for the purpose of providing freight or machinery shipping, hauling, motor carrier, or transporting services to Shipper(s) regarding Load Item(s) (“Carrier/Broker(s)”) . However, we may, in our sole discretion, monitor or inquire about disputes or issues between users in order to protect our Sites and Services and address potential non-compliance of these Terms by a user. 

We are not in the business of the shipping, trucking, hauling, transporting, freight brokering, freight forwarding, motor carrying, freight carrying, freight shipping, or freight transporting of any Load Item(s). All transactions and the terms of any agreements that may occur between Shipper(s) and Carriers/Broker(s) or users of our Sites or Services are determined solely through Shipper and Carrier/Broker, user to user interaction and agreement. The transaction, handling, and/or exchange of money, payments, receivables, or proceeds for the shipping, trucking, hauling, transporting, freight shipping, or freight transporting of Load Item(s) is made between Shipper and Carrier/Broker.

We are not acting as an employee, agent, representative, broker, dealer, associate broker, salesperson, freight broker, freight forwarder, motor carrier, freight carrier, freight transporter, hauler, trucker, marketing agency, or marketing agent of any Shipper, Carrier/Broker, or user of our Sites or Services. We do not produce, handle, hold, ship, feed, process, distribute, transport, deliver, or take possession of any Load Item(s) at any time. We do not collect, handle or remit any money, payments, checkoff fees, receivables or proceeds from any transaction that may occur between Shippers and Carriers/Brokers for the sale, purchase, or transport of livestock, poultry, or any other animals or any users of our Sites or Services concerning the sale, purchase, or transport of livestock, poultry, or any other animals. We are not registered with the U.S. Department of Agriculture, Grain Inspection, Packers and Stockyards Administration Packers and Stockyards Program, pursuant to the provisions of the Packers and Stockyards Act, 1921, as amended and supplemented (7 U.S.C. 181 et seq.). We are not bonded for the protection of Shippers or Carriers/Brokers or any user of our Site or Services.

We may in our sole discretion automatically post or submit Load Item(s) from our affiliated websites that serve the  auction industry to the FR8Star load matching/load board platform for Carriers/Brokers to consider providing a shipping bid and offer or to submit such Load Item(s) to specific Carriers/Brokers to provide a shipping bid and offer.  Which Items that are automatically posted or submitted to Fr8Star from our affiliated websites are determined based on, including but not limited to, placing the highest bid on an item at auction hosted on our affiliated websites, price, range, category, and size.  By providing this information, we are in no way acting as an employee, agent, representative, broker, dealer, associate broker, salesperson, freight broker, freight forwarder, motor carrier, freight carrier, freight transporter, hauler, trucker, marketing agency, or marketing agent of any Shipper, Carrier/Broker, or user of our Sites or Services and we are not in the business of the shipping, trucking, hauling, transporting, freight brokering, freight forwarding, motor carrying, freight carrying, freight shipping, or freight transporting of any Load Item(s).

We may use artificial intelligence or AI-powered tools and products to provide and improve our Services, to offer you a customized and personalized experience, to provide you with enhanced customer services, and to support our Site and Services; the availability and accuracy of these tools are not guaranteed. Any users who choose to conduct or participate in using our Sites or Services agree and assume full responsibility for the contents provided, including any content created that may make use of generative artificial intelligence tools.

2.  Additional Terms.  When you access and use our Sites or Services as a Shipper or a Carrier/Broker, you also agree to the following (each of which shall be incorporated, as applicable, based on your use of our Sites or Services into these Terms):

a.  Carrier/Broker User Terms (applicable if you choose to participate in providing a shipping bid and offer on Load Item(s) or providing a shipping bid and offer  to transport Load Item(s) using our Sites or Services as a Carrier/Broker(which shall include but not be limited to freight brokers, freight forwarders, motor carriers, freight carriers, freight transport companies, haulers, truckers, and trucking companies) ).

b.  Shipper User Terms (applicable if you choose to submit, list, post, or automatically submit or post, Load Items for shipping bids and offers, or request or accept shipping bids and offers for Load Items, using our Sites or Services as a Shipper ).

3.  Access and Use.  While we use reasonable efforts to provide our Sites and Services to you for so long as you are compliant with these Terms, we do not guarantee that they will be secure, or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platforms in order to access or use our Sites and Services. You should use your own virus protection software.

You may use our Sites and Services only if you can form a binding contract with us, in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use of our Sites or Services by anyone under the age of majority in his/her state of residence is strictly prohibited. Our Sites and Services are not available to any users we have previously removed or suspended from our Services. We may suspend or terminate your access to our Sites and/or Services at any time, for any reason (such as your material breach of these Terms, our reasonable belief that it is necessary to protect the safety or property of others, to prevent fraud or for risk assessment purposes) or for no reason. We reserve the right to limit your use of our Sites and/or Services or terminate your account immediately, without notice or refund of any amounts that you may have paid to us. We reserve the right, in our sole discretion, to determine which Carriers/Brokers are allowed to view or access any Load Item(s) and/or to place or provide shipping bids and offers on any Load Item(s) through our Site or Services.   We reserve the right, in our sole discretion, to submit any Load Item(s) to specific Carriers/Brokers to provide a bid and offer for shipment.  We may, in our sole discretion, allow shipping bids and offers on any Load Item(s) to only be made by select or specific Carriers/Brokers.

4.  Accounts.  If you use our Sites or Services as a Carrier/Broker or Shipper you must be registered with us and you will be assigned to a user account. By registering with us and/or using our Sites or Services as a Carrier/Broker or Shipper, you represent and warrant that you (a) will abide by all of these Terms set forth herein; (b) will not register for more than one account; (c) will not provide false, deceptive, fraudulent, fictitious, or misleading information about yourself or the Load Item(s), if any, that you list for shipping or transport; (c) will not provide false, deceptive, fraudulent, fictitious, or misleading information about yourself or regarding the shipping or transporting of Load Item(s), if any, that you bid and offer on or accept to ship or transport; (d) will not create any username or post any information on our Sites or Services that is offensive, rude, disparaging, intended to deceive or delude other users/visitors, threatening, abusive, harassing, hateful, defamatory, pornographic, political, racist, or otherwise unlawful or offensive, or that does not generally pertain to the designated topic or theme; (e) will maintain the security of any user identification code and/or password associated with your account, notify us immediately if you suspect that such security has been breached, and accept all risks of authorized and unauthorized access to your account and the information you provide to us; and (f) will not violate the intellectual property or privacy rights of any third party.

If you register or use our Sites or Services on behalf of a third party (such as another person or legal entity), then you represent and warrant that you are an authorized representative of that person or entity with the authority to bind such person or entity to these Terms, and you agree to these Terms on behalf of that person or entity.

Accounts are non-transferable. Only you may use your user account. You are liable for all activities that are undertaken using your user account. We may verify your registration and account by collecting contact information (including, but not limited to, legal company name, street address, and employer identification number) and banking information from you, directly calling you to confirm the accuracy of your account information, and taking whatever additional steps we deem necessary.

Your account provides you access to participate in bidding on and offering the shipping or transport of Load Item(s) , accepting Load Item(s) for shipping or transport, or listing, posting, or submitting Load Item(s) for shipping or transport through our Sites or Services. It also gives you access to additional services and functionality that we may establish and maintain from time to time, in our sole discretion, including but not limited to the ability:

a.  for Carriers/Brokers to track loads;

b.  for Carriers/Brokers to access preferred load board;

c.  for Shippers to view shipping estimate information for their Load Item(s); and

d.  for Carriers/Brokers and Shippers to receive email updates and other occasional news from our Sites.

5.  Intellectual Property Rights.  We are the owner or the licensee of all intellectual property rights to and in our Sites and Services, and in the content published on them. Those rights are protected by copyright, trademark and other applicable laws, as well as by treaties around the world. You will not use, copy or otherwise take any action with respect to our Sites and Services or such content except as expressly permitted by these Terms. You will, likewise, respect the intellectual property rights of others in exercising the rights granted to you hereunder.

6.  Acceptable Usage.  You may access and use our Sites or Services solely to list, post, or submit Load Item(s) for shipping or transport by a Carrier/Broker; to obtain haulage/shipping/transport bids and offers regarding Load Item(s); to view or access, bid on and offer shipping for,  or participate in bidding on and offering shipping for Load Item(s) and for your potential provision of freight or machinery shipping, hauling, motor carrier, or transporting services regarding Load Item(s); or to track the shipping of Load Item(s) you ship or transport. If you copy, redistribute or resell any of our Services or any content made available to you through our Sites or our Services or use such content to directly or indirectly compete with us or otherwise use such content to our detriment or commercial disadvantage, your right to access and use both will cease immediately, and you must take down or destroy any content you have obtained in violation of these Terms. You assume full responsibility for the Load Item(s) and the accuracy and content of the Load Item(s).

7.  Prohibited Uses.  As part of our Sites and Services, we may provide access to data, information, and content relating to Load Item(s), and Load Item(s) available for shipping or transport (our “Load Information”), including without limitation: Shipper contact information; Shipper posted route information, shipping destination of Load Item(s), pick up location of Load Item(s), Load Item(s) details, Load Item(s) dimensions, Load Item(s) weight, Load Item(s) descriptions, and additional information regarding the Shipper’s Load Item(s) (the “Shipper Load Descriptions”); and Load Item(s) type, rates, distance, weight, dimensions, shipping estimates, pick up and drop off location, and related information, materials, and content. You must not:

a.  modify or alter any of our Load Information, content, materials or portions of our Sites or Services in any way;

b.  use any of our Load Information, illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text, or any text separately from any accompanying illustrations, photographs, video or audio sequences or any graphics;

c.  remove any indications of ownership from any of our Load Information or content which came from our Sites or Services, or claim it as your own or as that of any other entity or individual;

d.  use any part of our Services, our Load Information, or content on our Services for any purpose not expressly provided for in Section 6 without obtaining a license to do so from us or our licensors;

e.  access, or attempt to access, parts of our Sites or Services that are not intended for public use (including but not limited to website administration areas);

f.  modify, adapt or reverse engineer any aspect of our Sites, Services or Load Information;

g.  conduct any web scraping, web harvesting, web data extraction, or any other data scraping of our Load Information or our Sites or Services;

h.  use any robot, spider, scraper, data mining tool, data gathering tools, data extraction tools, or any other automated means to access our Sites or Services, or collect, copy or record our Load Information or content off our Sites or Services;

i.  take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

j.  copy, download, distribute, transmit, reuse, report, reproduce, modify, use, create derivative works from, or publicly display any Load Information or content of our Sites or Services, including the text, images, audio, and video, for public or commercial purposes, including generating any reports or aggregating any data or content;

k.  extract reports from our Load Information or Services other than records relating to your Load Item(s) or bid history;

l.  take photos, screenshots or other images of our Load Information, Sites or Services or any content therein;

m.  use our Load Information or our Sites or Services in competition with us, to develop competing products or services, to directly or indirectly compete with us, to gain a competitive advantage in relation to us, to market your products or services to Shippers, to bid on Load Item(s) outside of the FR8Star platform, or otherwise to our detriment or commercial disadvantage;

n.  use our Load Information or our Services for benchmarking or competitive analysis of our Services;

o.  identify us or display any portion of our Load Information, Sites or Services on any site or service that disparages us or our products or services, or infringes any of our intellectual property or other rights;

p.  bypass any measures we may use to prevent or restrict access to our Site or Services, including our robot exclusion headers;

q.  attempt to disrupt or interfere with our Load Information or our Sites or Services in any way or with another user’s/visitor’s use of our Sites or Services, or use our Load Information or our Sites or Services as a means of disrupting or interfering with other websites or networks;

r.  probe, scan or test for vulnerabilities of our Sites, Services, other websites, or any networks connected to them;

s.  willfully corrupt any of our Load Information, data, documents or content available through our Sites or Services;

t.  knowingly or recklessly transmit or distribute a virus into our network and computer systems; or

u.  assist, encourage or permit any other person to do any of the acts described above.

8.  Breach of Usage.  All the prohibited uses set forth in Section 7 above are forbidden regardless of the means used, including but not limited to, hacking or by the introduction of any worms, Trojan horses, viruses, unauthorized, malicious or harmful code or other harmful software. By breaching this provision, you may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Services will cease immediately.

9.  Uploading or Posting Content to Our Sites or Services.  We will collect data, content and information that you, as a visitor, Shipper or Carrier/Broker, provide us or that is collected by us as you use and access the Sites or Services (“User Content”). You hereby grant to us, and represent and warrant that you have all rights necessary to grant to us, a worldwide, perpetual, irrevocable, non-exclusive, sublicenseable, transferable, and royalty-free right and license to use, store, copy, distribute, and make available to third-parties all User Content. We are not responsible for any loss or damage to your User Content while it is in our possession, and you should separately maintain copies of the User Content you provide to us. We have the right to disclose your identity to any third party who is claiming that any content submitted or uploaded by you to our Sites or Services constitutes a violation of their intellectual property rights, or of their right to privacy. At any time, we have the right to remove any User Content you submit to our Sites or Services if, in our opinion, your post does not comply with these Terms.

WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY OF YOUR USER CONTENT.

10.  Suggestions and Submissions.  We appreciate and welcome your comments and feedback regarding our Sites and Services. If you send us comments, questions, suggestions, or ideas relating to our Sites and Services, you agree that such content is not given in confidence, that we are not obliged to keep such content secret, and that we are not obliged to respond. For more information on how we use such content please see our  Privacy Policy and  Cookies Policy. Please be advised that if you send us creative ideas, suggestions, inventions, or materials (“Creative Ideas”), we shall (i) own, exclusively, all now known or later discovered rights to the Creative Ideas and any creations, inventions, or derivative works resulting from the Creative Ideas; (ii) not be subject to any obligations of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and (iii) be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

11.  Compliance With Laws.  You are responsible for, and agree to abide by, all local, state, federal and international laws, rules and regulations applicable to your use of our Sites and Services, and any other tools, services or products offered on our Sites and Services and any transaction you may enter into with other users in connection with using our Sites or Services. You will use our Site or Services for lawful purposes only and you shall not ship or transport any unlawful materials. You are responsible for, and agree to abide by, all applicable laws, rules and regulations concerning transportation of freight by motor vehicle, including all applicable laws, rules and regulations governed by the United States Department of Transportation and the Federal Motor Carrier Safety Administration.

Any users located outside the United States must comply with laws, regulations, rules and regulatory orders of the United States, including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable local laws. You may not use our Sites and Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government or under similar laws or regulations applicable in other jurisdictions. You are solely responsible for compliance with any and all applicable laws, rules and regulations relating to export and import requirements or restrictions.

Load Item(s) may be subject to EXPORT, RE-EXPORT, AND IMPORT CONTROL LAWS AND REGULATIONS, PROHIBITIONS, RESTRICTIONS OR COSTS. You are solely responsible for identifying and complying with any applicable export/re-export/import laws, rules, regulations, licensing, and/or Customs requirements associated with Load Item(s) and any transaction you may enter into with other users. If Load Item(s) is/are seized or destroyed by any governmental Customs agency or returned, we will not be responsible for the losses, the Load Item(s) or shipping refunds.

LIVESTOCK, POULTRY, AND OTHER ANIMALS : LOAD ITEM(S) MAY BE SUBJECT TO LOCAL, STATE, FEDERAL, AND INTERNATIONAL LAWS, STATUTES , ORDINANCES, RULES, REGULATIONS, LICENSING REQUIREMENTS/LAWS, REPORTING REQUIREMENTS/LAWS, BONDING REQUIREMENTS/LAWS, IMPORT/EXPORT LAWS, CUSTOMS REQUIREMENTS/LAWS, HEALTH REQUIREMENTS/LAWS, CERTIFICATION REQUIREMENTS/LAWS, NUTRITION REQUIREMENTS/LAWS, CHECKOFF FEE REQUIREMENTS/LAWS, PRODUCTION REQUIREMENTS/LAWS, AND ANIMAL VACCINATION REQUIREMENTS/LAWS APPLICABLE TO THE BUYING AND SELLING, ADVERTISING, LABELING, HEALTH, SAFETY, CARE, PRODUCTION, FEEDING, WATERING, HANDLING, HOLDING, TRANSPORT, SHIPPING, DELIVERY, RECEIPT AND IMPORT/EXPORT OF LIVESTOCK, POULTRY, AND OTHER ANIMALS INCLUDING BUT NOT LIMITED TO CATTLE, BISON, HORSES, MULES, ASSES, BURROS, SHEEP, SWINE, HOGS, GOATS, CHICKENS, TURKEYS, DUCKS, GEESE OR ANY OTHER KINDS OF BOVINE OR EQUINE SPECIES OR ANY OTHER TYPES OF DOMESTIC FOWL OR POULTRY OR ANY OTHER TYPES OF SPECIALTY OR ALTERNATIVE LIVESTOCK. You are solely responsible for identifying and complying with any local, state, federal, and international laws, statutes, ordinances, rules, regulations, licensing requirements/laws, reporting requirements/laws, bonding requirements/laws, import/export laws, customs requirements/laws, health requirements/laws, certification requirements/laws, nutrition requirements/laws, checkoff fee requirements/laws, production requirement/laws, and animal vaccination requirements/laws applicable to the buying and selling, advertising, labeling, health, safety, care, production, feeding, watering, handling, holding, transport, shipping, delivery, receipt, and import/export of livestock, poultry, or any other animals. You are solely responsible for any transaction that you may enter into with other users involving livestock, poultry, or any other animals. We will not be responsible for the health, care, feeding, watering, handling, holding, transport, shipping, delivery, receipt, import/export, loss, or injury of livestock, poultry, or any other animals. If Load Item(s) is/are seized or destroyed by any governmental agency or returned, we will not be responsible for the losses, the Load Item(s) or shipping refunds.

HAZARDOUS MATERIALS, CHEMICALS, AND EXPLOSIVE MATERIALS : LOAD ITEM(S) MAY BE SUBJECT TO LOCAL, STATE, FEDERAL, AND INTERNATIONAL LAWS, STATUTES, ORDINANCES, RULES, REGULATIONS, LICENSING REQUIREMENTS/LAWS, REPORTING REQUIREMENTS/LAWS, BONDING REQUIREMENTS/LAWS, ENVIRONMENTAL REQUIREMENTS/LAWS, RECORDING REQUIREMENTS/LAWS, SAFETY REQUIREMENTS/LAWS, TRANSPORT AND SHIPPING REQUIREMENTS/LAWS, APPLICABLE TO THE BUYING AND SELLING, TRANSFERRING, SHIPPING, AND TRANSPORTING OF HAZARDOUS MATERIALS, CHEMICALS AND EXPLOSIVE MATERIALS. You are solely responsible for identifying and complying with any local, state, federal, and international laws, statutes, ordinances, rules, regulations, licensing requirements/laws, reporting requirements/laws, bonding requirements/laws, environmental requirements/laws, recording requirements/laws, safety requirement/laws, transport and shipping requirements/laws, applicable to the buying and selling, transferring, shipping, and transporting of hazardous materials, chemicals, and/or explosive materials. You are solely responsible for any transaction that you may enter into with other users involving hazardous materials, chemicals, and/or explosive materials or any transaction concerning Load Item(s) or any aspect relating to the shipping or transport of Load Item(s). We will not be responsible for the condition of Load Item(s) or any environmental condition, pollution, contamination, leakage, spills, malfunction, environmental clean-up or remediation, environmental testing, hazardous or toxic materials or hazardous or toxic situation, or damage caused by or concerning any Load Item(s) or the shipping or transport of any Load Item(s) listed on our platform and we will not be responsible for any other aspect of any Load Item(s) listed on our platform or for any transaction between Shipper, Carrier/Broker, visitor or user of our Sites or Services.

Please be aware that, even though we are not a party to any transaction between users and we assume no liability for legal or regulatory compliance pertaining to Load Item(s) on our Sites or Services, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to listings, postings, transactions , offers, and bidding conducted using our Services and regarding Load Item(s) in order to comply with requests from governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with such obligations in our sole discretion.

12.  Taxes.  We are not responsible for determining whether tax applies to any transaction between users, or for withholding, collecting, reporting, or remitting any tax arising from any Load Item(s). We do not give tax advice, and nothing we say or do should be interpreted as such, including our providing you with the opportunity to learn about, and separately utilize, tax-related services or solutions (for example, automated tax compliance software). The payment and collection of applicable taxes (including income, sales, property, excise, import, export, VAT and other taxes or duties associated with the purchase/use, shipping/transport, and sale/solicitation of any Load Item(s)) must be, and are, the exclusive responsibility of the Carrier/Broker and Shipper, as applicable. Generally speaking, it is the Carrier’s/Broker’s responsibility to determine what taxes, if any, apply to a transaction and to collect, report, and/or remit the correct tax to the appropriate tax authority; however, to the extent that you have any questions about your own payment, collection, reporting or remittance obligations, you should consult a qualified tax advisor.

13.  Financing, Shipping, Insurance and Other Services.  We may provide links on our Sites or Services to other websites operated by us, third-party providers or affiliates who provide various services or other offerings, including, without limitation, financing, shipping, and insurance services, pricing tools, and other offerings that might be of interest to you, and only for the convenience of our users. In consideration for providing any such link(s), we may receive a fee from the third party(ies) or affiliates whose goods or services you may choose to obtain. We will not be liable for any acts or omissions of any such third-parties or affiliates, whom you use at your own discretion and risk. Your access to and use of our other websites and third-party or affiliate services and websites may be subject to the applicable terms and conditions of that respective website, third-party, or affiliate.

14.  Disclaimer; No Warranty.  TO THE FULLEST EXTENT PERMITTED BY LAW, OUR SITES AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH OUR SITES OR SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE SOLELY A PASSIVE CONDUIT TO PROVIDE CONTENT AND TO FACILITATE COMMUNICATIONS BETWEEN A CARRIER/BROKER AND A SHIPPER, AND IN NO EVENT DO WE SELL, TRANSPORT, OR SHIP ANY LOAD ITEM(S). WE MAKE NO WARRANTY THAT THE LOAD ITEM(S) WILL PROPERLY FUNCTION OR OPERATE WHEN YOU RECEIVE THEM OR THAT THEY WILL BE FREE FROM DAMAGE OR WASTE DURING SHIPPING OR TRANSPORT, NOR THAT THEY WILL CONTINUE TO OPERATE OR FUNCTION FOR ANY PERIOD OF TIME AFTER YOU RECEIVE THEM. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR ANY PRODUCTS OR SERVICES OR FOR THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH OUR SITES, SERVICES OR ANY LINKED SITE, EVEN IF WE BECOME AWARE OF ANY ISSUES THEREWITH.

WE MAKE NO WARRANTY OF ANY KIND CONCERNING THE CONDITION, SAFETY, ENVIRONMENTAL SAFETY OR CONDITION, , OR TESTING OF ANY LOAD ITEM(S). WE MAKE NO WARRANTY OF ANY KIND THAT ANY LOAD ITEM(S) WILL BE FREE FROM HAZARDOUS OR TOXIC MATERIALS, CHEMICALS, GAS, EXPLOSIVE MATERIALS, POLLUTANTS, CONTAMINANTS, LEAKAGE, WASTE, ASBESTOS, PETROLEUM PRODUCTS, AND ANY OTHER TYPE OF CONDITION OR DEFECT.

WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED ON OUR SITES OR SERVICES, OR ANY MATERIALS OR CONTENT CONTAINED THEREIN, WILL BE ACCURATE, COMPLETE, UP-TO-DATE, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVICES OR THE SITES OR SERVERS THAT MAKE SUCH SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE AND AGREE THAT ANY TRANSMISSION TO AND FROM OUR SITES AND SERVICES IS NOT CONFIDENTIAL AND YOUR COMMUNICATIONS OR CONTRIBUTED CONTENT MAY BE READ OR INTERCEPTED BY OTHERS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BY SUBMITTING COMMUNICATIONS OR CONTENT TO US AND BY POSTING INFORMATION ON OUR SITES OR SERVICES, INCLUDING LOAD ITEM(S), NO CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED OR OTHER RELATIONSHIP IS CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO THESE TERMS.

YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT HOLD OR SEEK TO HOLD US RESPONSIBLE FOR THE CONTENT PROVIDED BY ANY USER, INCLUDING, WITHOUT LIMITATION, ANY TRANSLATION THEREOF, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE ARE NOT A PARTY TO ANY LOAD ITEM(S) TRANSACTION OR OTHER TRANSACTION BETWEEN USERS OF OUR SITES OR SERVICES. WE DO NOT GUARANTEE THE SAFETY OF ANY TRANSACTION, LOAD ITEM(S) OR THE TRUTH OR ACCURACY OF ANY LOAD ITEM(S), LISTING OR POSTING OF LOAD ITEM(S), SHIPPER LOAD DESCRIPTIONS, LOAD INFORMATION, OR OTHER CONTENT PROVIDED ON OUR SITES AND SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT A SHIPPER, CARRIER, FREIGHT BROKER, FREIGHT FORWARDER, MOTOR CARRIER, FREIGHT CARRIER, FREIGHT TRANSPORT COMPANY, HAULER, TRUCKER OR TRUCKING COMPANY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE DO NOT NEGOTIATE OR ATTEMPT TO NEGOTIATE THE SHIPPING, HAULING, TRANSPORTING, LISTING, SALE, PURCHASE, OR EXCHANGE OF ANY LOAD ITEM(S).

15.  Indemnification.  You will indemnify, defend, and hold harmless Sandhills, its subsidiaries, affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (the “Indemnified Parties”) from and against any claim or demand (including reasonable attorneys’ and experts’ fees and costs), made by any third party due to or arising out of (i) your breach of these Terms; (ii) your improper use of our Sites or Services; (iii) any personal injury, death, or property damage caused by or arising out of the posting, listing, sale, transportation, shipping, hauling, operation, or use of any Load Item(s); (iv) any damage to or theft of Load Item(s); (v) any hazardous or toxic materials, chemicals, explosive materials, gases, pollutants, contaminants, waste, leakage, asbestos, petroleum products, and any other type of condition or defect associated with Load Item(s) or contamination or remediation resulting from any leakage, spills, or malfunction of Load Item(s); or (vi) your violation of any law or rights of a third party, including related to any User Content you provide or post. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without our written consent. While some jurisdictions may limit your liability hereunder, this indemnity shall apply to the fullest extent permissible by applicable law.

16.  Release.  IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF OUR SITES OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY OTHER SHIPPER, CARRIER/BROKER, OR BIDDER, ANY THIRD PARTY VISITOR TO THE SITES OR THE PROVIDER OF ANY THIRD PARTY WEBSITE OR APPLICATION THAT MAY BE LINKED TO OR FROM OUR SITES OR SERVICES, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE INDEMNIFIED PARTIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE.

17.  California Notice.  IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

18.  Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, ANTICIPATED PROFITS, BUSINESS OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF THE INDEMNIFIED PARTIES, OR AN AUTHORIZED REPRESENTATIVE THEREOF, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF, BASED ON, OR RESULTING FROM (A) OUR SERVICES; (B) OUR SITES; (C) THESE TERMS; (D) ANY BREACH OF THESE TERMS BY YOU OR A THIRD PARTY; (E) YOUR, OR ANY THIRD-PARTY’S USE OF OUR SITES OR SERVICES, OR THE SERVICES ANY THIRD PARTY PROVIDES, RELATED TO THE BUSINESS WE OPERATE; (F) ANY USER INFORMATION OR USER-CONTRIBUTED CONTENT; (G) ANY INTERACTION BETWEEN OUR SITES OR SERVICES AND ANY THIRD PARTY SITE; AND (H) ANY ACTUAL OR ATTEMPTED COMMUNICATION OR TRANSACTION, INCLUDING WITHOUT LIMITATION, ANY PAYMENT OR PURCHASE TRANSACTION OR SHIPPING OR TRANSPORT TRANSACTION (EVEN IF WE OR ANY THIRD PARTY RECEIVES A FEE IN CONNECTION THEREWITH) BETWEEN USERS OF OUR SITES OR SERVICES.

IN NO EVENT SHALL THE TOTAL LIABILITY OF THE INDEMNIFIED PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) ARISING FROM THESE TERMS, THE PURCHASE, SALE , USE, SHIPPING OR TRANSPORT OF ANY LOAD ITEM(S), OR YOUR USE OF OUR SITES OR SERVICES EXCEED, IN THE AGGREGATE, THE LESSER OF ONE THOUSAND DOLLARS ($1,000.00) OR THE TOTAL FEES EARNED BY US IN CONNECTION WITH THE LOAD ITEM(S) TO WHICH THE APPLICABLE CLAIM RELATES.

19.  General.

a.  Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of law provisions. You irrevocably agree to the exclusive jurisdiction of the courts of Lancaster County, Nebraska, USA for any dispute arising out of these Terms.

b.  Translations.  For all purposes, the English language version of these Terms shall be the original, governing instrument and understanding of the parties. In the event of any conflict between the English language version of these Terms and any subsequent translation into any other language, the English language version shall govern and control.

c.  Amendments. We may modify, add, or remove any portion of these Terms, from time to time, in our sole discretion, with or without notice to you, by posting such change on our Sites and/or Services. Once posted, such changes shall come into full force and effect.

d.  Entire Terms. The introductory paragraph, and any documents that are linked to or referenced in these Terms, are hereby incorporated by reference and made part of these Terms. Collectively, the foregoing constitutes the entire agreement between the parties and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter of these Terms.

e.  Advice. Any guidance, discussions, or advice provided by Sandhills, its employees, independent contractors and agents related to using our Sites and Services, including but not limited to guidance for placing, posting, listing, bidding on, offering, shipping, storing, loading, routing, and/or transporting Load Item(s), is intended for general information purposes only. It is not intended as legal advice, and you agree that you will independently evaluate and not rely on such advice for any purpose.

f.  Headings. Headings used in this agreement are intended, and shall for all purposes be deemed to be, for convenience only and shall have no force or affect whatsoever in the interpretation of this agreement.

g.  Reformation. If a court of competent jurisdiction determines that the scope of any provision of these Terms is too broad to be enforced, the court shall reform such provisions to such narrower scope as it determines to be enforceable.

h.  Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of these Terms, including but not limited to, Sections 5, 9, 10, 14, 15, 16, 17, 18, and 19.

i.  Severability. If any provision of these Terms is determined to be unenforceable for any reason and is unable to be reformed by a court of competent jurisdiction as provided above, such provision shall be deemed separate and severable and the unenforceability of any such provision shall not invalidate or render unenforceable any of the remaining provisions hereof.

j.  Successors and Assigns. These Terms shall be binding upon and inure to the benefit of both parties and their respective successors and permitted assigns. These Terms may not be assigned by you without our prior written consent. We may freely assign these Terms to any third party.

k.  Waiver. No delay or omission by a party in exercising any right under these Terms shall operate as a waiver of that or any other right. A waiver or consent given by a party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

l.  Conflicts. The provisions set forth in these Terms shall prevail over a conflicting provision (if any) set forth in the Carrier/Broker User Terms or Shipper User Terms.

20.  International Availability.  We do not represent that our Sites and Services are available worldwide, or that shipping bidding, or shipping offers, or any proposed shipping, trucking, motor carrier, or transport transactions between users can occur in every location in the world. You agree to comply with all local rules regarding online conduct and acceptable content, including, without limitation, applicable laws regarding the transmission of data exported from the United States to the country in which you reside. Please note that additional or different terms may apply if you reside outside of the United States. Please click on the location link below for more details:  Jurisdictions.

21.  Other Terms.  Our Privacy Policy sets out the terms on which we process any personal data we collect from you, or that you provide to us. Our Cookies Policy  sets out our policy in relation to cookies.