FOR USE OF WWW.DIRECT-DISPATCH.COM
1. Scope and Application. The following Terms and Conditions apply to
anyone logging on to, visiting, accessing or otherwise using in any way (hereinafter
“Users”) the website accessible at www.direct-dispatch.com (hereinafter
referred to as “the Website”), as well as any and all content, data, processes,
materials, applications, communications, electronically stored information,
notices, bulletins, publications, data or other information pertaining or
relating to the Website in any way, including, but not limited to,
any other websites, documents, information, applications, notices, bulletins,
publications, communication, data or the like that might be accessed via links
contained on the Website or otherwise (such hereinafter “Web-Content”) and to
any type of use of the Website by anyone whatsoever. You are encouraged to review carefully,
become familiar with and understand these Terms and Conditions before using the
Website in any way as these Terms and Conditions apply to and govern any and
all use of the Website, Direct Dispatch
offers by, through or related to the Website and the use thereof. Your registration, subscription to, access of
or other use of the Website evidences and constitutes your acknowledgement that
you are familiar with and understand these Terms and Conditions and that you
accept and agree to abide by the these Terms and Conditions as the same may be
modified, changed, amended, replaced and/or supplemented from time-to-time.
2.
NOTICE OF NATURE
OF DIRECT DISPATCH BUSINESS. Any and all Users of the Website
acknowledge and agree that Direct Dispatch operates the Website in order to
allow various persons or entities desiring to have automobiles or other cargo transported
to identify and contact directly licensed motor carriers to transport such
automobiles or other cargo. Any and all Users acknowledge that Direct Dispatch
is neither a “motor carrier,” a “carrier,” a “household goods motor carrier,” a
“broker,” a “freight forwarder” or a “household goods freight forwarder” as such
terms are defined in 49 U.S.C. § 13102, 49 U.S.C. § 14121, 49 C.F.R. §371.2 or
49 C.F.R. § 386.2 or any other applicable statute, regulation or law defining
such terms and that Direct Dispatch does not operate as such, does not
transport or arrange for transportation of cargo and does not provide “transportation,”
“brokerage,” “brokerage services” or “freight forwarding” services as such
terms are defined in 49 C.F.R. §371.2 and/
or 49 U.S.C. § 13907 or any other statute, regulation or law
defining such terms; but, merely operates the Website. All arrangements and agreements for the
movement of vehicles or other cargo are made by Users directly with carriers
that subscribe to the Website (hereinafter “Subscribing Carriers”). Any terms and conditions of the movement of
vehicles or other freight are made solely between the User and the Subscribing
Carrier. No agency, partnership, joint
venture, broker, carrier, freight forwarding or other relationship exists
between Direct Dispatch and any User or any Subscribing Carrier or other carrier. Rather, the Website simply facilitates the
needs of Users and Subscribing Carriers and provides a portal through which
Users might identify Subscribing Carriers who may be willing and able to
transport vehicles or other cargo for Users.
3.
Carriers
Subscribing to Use of Website.
Any and all Users of the Website acknowledge and agree that Direct
Dispatch does not monitor, screen, vet, or qualify any Subscribing Carriers. Accordingly, Users are encouraged to
investigate and evaluate the Subscribing Carriers that Users may select to
transport their vehicles or other cargo.
In entering into agreements with Subscribing Carriers to allow
Subscribing Carriers to use the Website, Direct Dispatch may endeavor to
ascertain that such Subscribing Carriers are licensed to operate as motor
carriers by the Federal Motor Carrier Safety Administration (“FMCSA”) and
United States Department of Transportation (“USDOT”) and may require that Subscribing
Carriers make various representations to Direct Dispatch regarding their
license(s) and authority to operate as motor carriers,
and their operations as such, and insurance
policies carried by such Subscribing Carriers. Direct Dispatch
does not, however, monitor, review, or investigate the status of a Subscribing
Carrier’s license, authority, safety, insurance
policies or insurance coverage(s), legitimacy or other operations
or practices of Subscribing Carriers or other carriers;
and Direct Dispatch makes no warranties, express or implied, regarding the
license, status, legitimacy, safety, qualifications, insurance
policies or insurance coverage(s) or operations of any Subscribing
Carriers or other carriers. No User may or should rely on any Subscribing
Carrier’s subscription to use of the Website as a means or factor of evaluating
such Subscribing Carrier’s license, status, safety, legitimacy,
insurance policies or insurance coverage(s), operations or other
qualifications to transport User’s vehicle(s) or other cargo.
DIRECT DISPATCH MAKES NO WARRANTIES OF ANY KIND
RELATING TO ANY WEB-CONTENT CONTAINED ON THE WEBSITE OR AS TO THE LICENSE,
STATUS, LEGITIMACY, SAFETY, QUALIFICATIONS,INSURANCE
POLICIES OR INSURANCE COVERAGES OR OPERATIONS OF ANY SUBSCRIBING
CARRIER. TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, DIRECT DISPATCH DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY,
WARRANTIES PERTAINING TO FITNESS OF THE WEBSITE OR WEB-CONTENT FOR ANY
PARTICULAR USE OR PURPOSE. USERS ASSUME ALL RISKS OF USE OF THE WEBSITE AND ANY
WEB-CONTENT AND THE USE OF ANY SUBSCRIBING CARRIERS OR OTHER
CARRIERS.
User
acknowledges and agrees that Direct Dispatch’s role is simply to operate the
Website. Neither Direct Dispatch, nor
any User has any right to control, nor will Direct Dispatch or any User
control, the means by or manner in which any Subscribing Carrier or other carrier
engaged to transport a vehicle or other cargo by or through the Website performs
its functions in transporting and delivering the subject vehicle or other cargo. The means and manner by which any Subscribing
Carrier or other carrier accomplishes the task of transporting and delivery the
subject freight is in such Subscribing Carrier’s or other carrier’s sole
discretion.
Independent
Contractor Relationship with Carriers. Direct
Dispatch’s relationship to Subscribing Carriers and Users is and shall at all
times be that of an independent contractor and no facts, agreements or other
considerations shall be construed to be inconsistent with that status. No term
or provision of any agreement with a Subscribing Carrier or User or any act or
omission of Direct Dispatch or any Subscribing Carrier or any User shall be
construed for any purpose to express or imply any joint venture, partnership,
principal/agent, master/servant, fiduciary, employer/employee or other
relationship, other than that of an independent contractor relationship. No
employees or other agents of a Subscribing Carrier or other carrier or any User
shall be construed under any circumstance to be the employees, servants, or
agents of Direct Dispatch. Neither any Subscribing Carrier, nor any User, nor
any of their respective employees or agents, shall have any authority to act on
behalf of Direct Dispatach or to alter in any manner
any contractual or other relationship of Direct Dispatch with any Subscribing
Carrier or other carrier or any or any other person or entity. No Subscribing
Carrier or other carrier are authorized to use the formal name, any business or
trade name or any derivative thereof, nor any trademark or service mark of Direct
Dispatch or the Website without the express written consent of Direct
Dispatch obtained in advance of any such use. All Subscribing Carriers or other carriers shall
bear all costs of and shall provide all labor, wages, payroll, equipment, fuel,
maintenance, insurance, federal, state and local payroll taxes and any other
taxes, unemployment insurance, pensions, social security payments, workers’
compensation insurance, and all other costs associated with transportation of any
subject vehicle or other cargo and operation of
their business. Direct Dispatch shall not be liable for or
responsible to pay any such costs. No
Subscribing Carrier or other carrier nor any User will hold itself out to be
anything but an independent contractor with respect to Direct Dispatch.
4.
Agreements with
Carrier. Users acknowledge, understand and agree that
each User will be negotiating with and, where applicable, will be entering into
an agreement(s) with a Subscribing Carrier. Direct Dispatch is not and will not
be a party to any agreements between Users and any Subscribing Carrier(s). Users are responsible to pay Subscribing
Carriers directly for their transportation or other services. Users acknowledge and agree that Dispatch
Direct is not responsible or liable to pay any Subscribing Carrier or other
carrier for any transportation or other services. No freight charges or other payment to be
made to any Subscribing Carrier should be sent to or processed by Direct
Dispatch; but, should be paid directly to the Subscribing Carrier that User
selected to transport it vehicle(s) or other cargo.
Since
it is Direct Dispatch’s sole role to operate the Website, for any vehicle or
other cargo that a User tenders to a Subscribing Carrier to be hauled or where
a User otherwise agrees or arranges for a Subscribing Carrier to haul, the
Subscribing Carrier should and is required to issue or adopt a bill of lading
in compliance with 49 C.F.R. § 373.101.
Such carrier’s name and MC# should be listed on any and all bills of
lading and no reference should or may be
made on any such bill of lading to Direct Dispatch as a shipper, consignee,
carrier, bill to, or other party involved with the movement of such vehicle or
cargo. If Direct Dispatch’s name is
somehow inadvertently or otherwise listed on a bill of lading or other shipping
document as the carrier, shipper, consignor, consignee, broker, bill to party
or in any capacity, such listing shall be deemed to be for convenience only and
shall not change, alter, modify or be construed to change or modify Direct
Dispatch’s role of merely operating the Website. It is agreed as between User,
Direct Dispatch, any Subscribing Carrier and any other party with an interest
in the vehicle or other cargo or the transportation thereof, that the Subscribing
Carrier selected by User will issue or will be deemed to have issued the bill
of lading in each case of transportation of a vehicle(s) or other cargo through
use of the Website. In the event that a User, shipper, consignor, consignee,
Subscribing Carrier or other carrier or any other party generates, provides,
issues or utilizes a different bill of lading making reference to Direct
Dispatch or the Website, these Terms and Conditions shall prevail over the
terms and conditions of any such bill of lading.
In
providing information to Subscribing Carriers regarding a particular vehicle or
other cargo, it is important that all information pertaining to such vehicle or
other cargo is accurate, including, but not limited to: i)
the actual date and time that the vehicle or other cargo is to be picked up by
the Subscribing Carrier; ii) the User’s, shipper/consignor’s correct name,
address, phone number and contact person; iii) the receiver/consignee’s correct
name, address, phone number and contact person; iv) a correct and accurate
description of the vehicle or other cargo, including, but not limited to, the
correct year, make, model, color and vehicle identification number (VIN) of the
subject vehicle or other correct description of other cargo, including the
number of items or packages, estimated weight, and estimated value; v)
designation of the cargo as hazardous material (“HAZMAT”), if applicable; vi)
accurate and proper National Motor Freight Classification (NMFC®) numbers and/or classifications, if applicable;
vi) for international shipments, the name of the Customer’s or consignee’s
designated customs broker, together with address, phone number and contact
person for the same.
5.
Rates and
Information Communicated through the Website. Rates provided by
or through the Website for the transportation of vehicles or other cargo may
and likely do differ from rates that may otherwise be available from
Subscribing Carriers (whether contract rates, published rates, through tariff
or otherwise, or rates that may be negotiated with a particular Subscribing
Carrier). Rates shown, quoted or provided by or through the Website are merely
estimates based upon the information provided by a User. While a rate shown may be a good faith
estimate based upon such information, actual charges may vary based upon the
characteristics of and conditions applicable to any shipment of freight at the
time it is actually transported and User agrees to pay any increase or other
difference in the rate actually charged by a Subscribing Carrier. Some of the factors that may cause an actual
charge to vary from an estimate are, but are not limited to, availability of Subscribing
Carriers, the type(s) of equipment that may be required, requested delivery
dates and times, the origin(s) and destination(s) of the vehicles or other
cargo to be transported, the number of drivers that may be required, necessary
permits that may be required, other accessorial services, detention times,
specialized services, fuel surcharges, alternative routing or other
factors. Rates shown on the Website
typically do not include accessorial or other charges not contemplated due to
omissions or other inaccurate information provide by a User or for other
unforeseen or varying circumstances, such as, but not limited to, delivery
delays, re-delivery, re-consignment, lift-gate or other specialized equipment
or requirements, residential or other locations of origins or destinations that
are not easily accessible for delivery with the contemplated Subscribing
Carrier, delivery surcharges for remote or other locations, reclassification of
the applicable commodity, etc.
Additionally, all rates shown on the
Website are based on the Subscribing Carrier proceeding with reasonable
dispatch and without any guarantied time for pick-up or delivery and without
any special, extraordinary or additional services and in compliance with any
and all applicable safety regulations, including, but not limited to, those
regulations pertaining to hours of service.
Since Direct Dispatch is merely operating the Website, Direct Dispatch makes no guaranty of any
pick-up, delivery or other transit times as Direct Dispatch does not have any
right to control, nor can or will it control the means or manner in which any
Subscribing Carrier or other carrier transports a vehicle or other cargo or
otherwise performs its duties.
6.
Claims for Loss,
Damage or Delay to be made against Carriers. Direct Dispatch,
which simply operates the Website, shall have no liability to User or to any
shipper, consignee or any person or entity holding or claiming any interest in
any vehicle or other cargo transported or negotiatedarranged
to be transported by virtue of User’s use of the Website for any loss of or
damage to any such vehicle(s) or other cargo; and, Direct Dispatch shall have
no liability to any person or entity for any delay in delivery of such
vehicle(s) or other cargo. User, for
itself and any of its customers, vendors, shippers, consignors, receivers,
consignees, others claiming a beneficial or other interest in any vehicle or
other cargo transported or negotiatedarranged
to be transported by virtue of use of the Website by User or any other person
or entity and any of their respective insurers, successors, and assigns, agrees
to look solely to the Subscribing Carrier or other involved carrier that
transported or was responsible to transport the subject vehicle(s) or other
cargo for recovery of any loss of or damage to such vehicle(s) or other cargo
or delay in delivery of such the same and agrees to hold Direct
Dispatch harmless with respect to any claims for loss of or damage to any such
vehicle(s) or other cargo and to hold Direct Dispatch harmless with respect to
any claims for delay in delivery of the same.
User, for itself and any of its customers, vendors, shippers,
consignors, receivers, consignees, others claiming a beneficial or other
interest in any subject vehicle(s) or other cargo, and any of their respective
insurers, successors, and assigns, acknowledges and agrees that Direct Dispatch
has not agreed (expressly, implicitly or otherwise) to be liable or responsible
for loss of or damage to any subject vehicle(s) or other cargo; and, User and
any other persons or entities specifically acknowledge and agree that Direct
Dispatch is not liable or responsible for the loss of or damage to any
subject vehicle(s) or other cargo or for delay in delivery of the same. Should any court or other tribunal somehow find
Direct Dispatch to be liable for the loss of or damage to any vehicle(s) or
other cargo that were transported or arranged to be transported by virtue of
use of the Website by User or any other person or entity despite the provisions
of the foregoing providing that Direct Dispatch shall not be liable, then, in
any such event or case or for whatever reason Direct Dispatch may somehow be
held or found to be liable for any claim for loss of or damage to any
vehicles(s) or other cargo or for delay in delivery of freight, any such
liability of Direct Dispatch shall be limited to the lesser of: a) an amount equal to $0.50 per pound of the vehicle
or other cargo actually damaged up to a maximum of $20,000; or b) the actual
value of the damaged freight.
As
set forth herein, Direct Dispatch shall not be liable for any claims for delay
in delivery of freight. User acknowledges and agrees that neither User, Direct Dispatch,
or any other person or entity involved in the contemplated transportation of
vehicles or cargo through use of the Website will request or place requirements
upon a Subscribing Carrier or other carrier or request that a Subscribing
Carrier or other carrier meet a pick-up or delivery schedule that will or may
require such Subscribing Carrier or other carrier or its driver(s) to violate
any laws relating to safety or which may require violation of any state,
federal or local statute, rule or regulation pertaining to safety, including,
but not limited to, those pertaining to hours of service; and, that all such
requests and requirements for pick-up and delivery will enable a Subscribing
Carrier or other carrier to operate its business and transport such load in a
safe and prudent manner and in strict and full compliance with all state,
federal, and local statutes, rules, and regulations. In no event shall Direct Dispatch be liable
for any special, incidental, consequential or compensatory damages relating to
any delay in delivery of a vehicle or other cargo. For any claim for
delay in delivery of freight, if Direct Dispatch is somehow found liable for
any such delay, Direct Dispatch’s liability
shall be limited to a maximum of $100.00.
7.
User Representations
and Warranties. By
utilizing the Website, User warrants and represents that (1) User is at least
21 years of age; (2) use of the Website is for commercial purposes and is
limited to seeking carriers willing and able to transport vehicles or other
cargo; or, (3) User’s use of the Website is not for the purpose of deriving any
information, data, or other materials for the purpose of competing directly or
indirectly with Direct Dispatch or its Subscribing Carriers or to solicit
business from Users of the Website by virtue of a User’s access or visit to or
utilization of the Website. Violation of these warranties and representations
may subject User or its agents or affiliates to liability to Direct Dispatch
under state or federal law and will be grounds for Direct Dispatch to block
User’s use of the Website.
8.
Intellectual and Proprietary Rights. The content and
software used on the Website, the design, layout and/or other features of the
Website are the sole and exclusive property of Direct Dispatch. Through
subscription, viewing, accessing or otherwise using the Website, each User
acknowledges and agrees that it does not obtain any license, right, ownership
or other interest in the Website or any content or other information posted on
the Website, whether through implication, estoppel or otherwise, under any law
(whether common law, statutory law, or other law), rule or regulation
(including, but not limited to, laws related to copyright or other intellectual
property rights) or in equity; provided, however, that Direct Dispatch does
grant to User a non-exclusive, non-transferable, revocable, limited license to
access and use the Website and the content and other information thereon to be
used only in accordance with these Terms and Conditions. Users further acknowledge and agree that
Direct Dispatch may terminate such license at any time for any reason. Content and other information and material on
the Website is, in most if not all cases, protected by copyrights, trademarks,
service marks, patents, trade secrets, and other proprietary rights and laws.
Unless expressly authorized by Direct Dispatch in writing, Users may not
reproduce, modify, distribute, transmit, republish, display, perform, rent,
sell, license, edit, or create derivative works from, any of the content or
other material on the Website or otherwise provided to Users by Direct Dispatch.
Users may not copy or retrieve data or other content from the Website or
otherwise provided to Users by Direct Dispatch for the purpose of creating or
compiling, directly or indirectly, a collection, database, or directory. Users may not use meta
tags or other hidden text utilizing Direct Dispatch’s name or trademarks, nor
may Users use framing techniques to enclose any portion of the Website, without
written permission from Direct Dispatch.
9.
Interactive Use and
Submission of Content to the Website. Users acknowledge that the Website
may contain features that allow interaction between Users and other Users,
Direct Dispatch, Subscribing Carriers or other third-parties, including, but
not limited to, blogs, wikis, bulletin boards, discussion boards, chat rooms,
e-mail forums and question and answer features.
By using the Website, Users hereby grant to Direct Dispatch an
irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use,
authorize use of and have used on Direct Dispatch’s behalf any ideas, text,
graphics, content, messages, blogs, links, data, information and/or other
materials that Users may submit (collectively referred to hereinafter as
“Postings”) to the Website. Such license
granted by User(s is without restrictions of any kind and without any
requirement of payment or other compensation from Direct Dispatch to User or to
any third party. Such license granted by
User(s) includes, without limitation, the right to make, use, sell, reproduce,
publish, modify, adapt, prepare derivative works from, combine with other
works, translate, distribute, display, perform and sublicense Postings in any
form, medium, or technology now known or hereafter developed.
By
submitting content or Postings to the Website, User(s) certify and warrant that
such Postings and content:
a)
Are User(s) original works or that
the owner of such Postings or content has expressly granted User(s) authority
and the right to grant to Direct Dispatch a perpetual, worldwide, royalty-free,
irrevocable, non-exclusive license for such Postings or content;
b)
That such use of such Postings or
content by User(s) and/or Direct Dispatch does not and will not violate the
rights of any third-party, including any rights of publicity, rights of
privacy, copyright, patent or other intellectual property right or any
proprietary right;
c)
That User(s) submitting Postings or
content to the Website does not create any new or alter any existing
relationship between User(s) and Direct Dispatch;
d)
That any Postings or content
(including, but not limited to, any photos or other identifiable symbols or
marks) may be included in any interactive or other areas of the Website;
e)
That Direct Dispatch may create on
its own ideas that may be, or may obtain submissions that may be similar or
identical to Postings or content that User(s) submit. User(s) agree that they shall have no
recourse against Direct Dispatech for any alleged or
actual infringement or misappropriation of any proprietary or other right in
the Postings or content provided by User(s);
f)
That Direct Dispatch shall have the
exclusive option to purchase from User(s) and acquire all right, title and
interest in and to any Postings or content containing patentable or
copyrightable subject-matter that User(s) submit to the Website. Such option shall be exercisable by Direct
Dispatch from the date that User(s) submit Postings or content until one year
from that date. If Direct Dispatch
exercises such an option, User(s) agree to accept payment of one-hundred
dollars ($100.00) USD as consideration for purchase of any such rights, title
and/or interest;
g)
That such Postings and/or content
are accurate and truthful;
h)
That such Postings placed by User
shall be accompanied by User’s true and legal name and shall not be posted
anonymously;
i)
That User(s) will not upload, post
or transmit to or distribute or otherwise publish through the Website, any
material which: (i) restricts or inhibits any other User
from using or enjoying our Site, (ii) is unlawful, threatening, abusive,
libelous, defamatory, obscene, vulgar, offensive, pornographic, profane,
sexually explicit or indecent, (iii) constitutes or encourages conduct that
would constitute a criminal offense, give rise to civil liability or otherwise
violate law, (iv) violates, plagiarizes or infringes the rights of third
parties, including, without limitation, copyright, trademark, patent, rights of
privacy or publicity or any other proprietary right, (v) constitutes defamatory
or libelous statements, (vi) contains a computer virus or other harmful
component, (vii) constitutes or contains false or misleading indications of
origin or statements of fact, or (viii) is inappropriate for the purpose of the
Website; and
j)
That User(s) acknowledge and agree
that Direct Dispatch has no obligation to monitor or screen Postings and is not
responsible for the content of any Postings or any linked website or content.
Direct Dispatch retains the right to review any Posting or
content submitted to the Website and has the sole and absolute right to
determine whether that material complies with these Terms and Conditions
and in its sole discretion may remove any Posting or content from the Website
for any reason or no reason at all. Direct Dispatch is not responsible or liable for any information posted on the Website of
for any purpose for which information or data on the Website may be used;
nor is Direct Dispatch responsible or liable for its removal of any posting or
content from the Website.
Direct Dispatch reserves the right to assign its rights and
obligations under these Terms and Conditions to one or more of its affiliates
or to any successor entity by way of merger, consolidation, sale, transfer
or otherwise. Users are not entitled to assign any rights pertaining to the
Website to any person or entity without express written permission from Direct Dispatcht. These Terms and Conditions will inure to the
benefit of, be binding upon, and be enforceable by any of Direct Dispatch’s
successors and assigns.
10.
Third-Party Sites. The Website may contain links to
other websites on the Internet. Such
other websites are not under the control of Direct Dispatch and Direct Dispatch
is not responsible for the accuracy of information on any such websites, their
copyright compliance, their conditions or terms of use, their privacy policies,
or any other aspect of such other websites. User(s) may provide links to the
Website, provided that: a) User(s) do not remove or obscure any portion of the
Website; and, b) User(s) immediately deactivate and discontinue providing links
to the Website upon request from Direct Dispatch; and, c) Direct Dispatch may
deactivate any link at any time at Direct Dispatch’s sole discretion.
11.
No
Solicitation/Advertising. Users shall not distribute on or through
the Website any Postings containing any advertising, promotion, solicitation of
goods or services without the express written consent of Direct Dispatch. The Website may, however, contain advertising
or sponsorship approved or posted by Direct Dispatch. In such cases, advertisers and/or sponsors
are responsible for ensuring that all material and/or Postings comply with all
applicable laws. Direct Dispatch is not
and will not be responsible for the illegality of or any error or inaccuracy
contained in any advertiser’s or a sponsor’s material
or Postings or for the acts or omissions of any advertisers or sponsors.
12.
Registrations. Certain areas of the Website may require or
request Users to register for use. If
registration is requested or required, Users agree to provide accurate and
complete registration information. It is
a User’s responsibility to inform Direct Dispatch of any changes to such
registration information.
13.
Consent to Electronic Communications. You
Users acknowledge that Direct Dispatch is an internet-based
business and that its services are available through the Internet. Users agree
to receive communication and information from Direct Dispatch through the
Website and/or via e-mail communication via the Internet. Any information or
materials provided by Direct Dispatch via telephone, U.S. mail, facsimile or
other means does not constitute a waiver of this agreement to communicate via
e-mail or through the Website. Users further acknowledge that no confidential, fiduciary,
contractually implied or other relationship is created between Users and Direct
Dispatch other than the express contractual relationship set forth in these
Terms and Conditions.
14.
User’s Indemnification . Users agree to defend, indemnify, and hold Direct Dispatch and any
of its employees, officers, directors, shareholders, agents, and
affiliated companies harmless from any
and all liabilities, claims, and expenses, including attorneys’ fees, made by
any third party that arise from a User’s use or misuse of the Website or any
other materials or information provided by Direct Dispatch to User to you
(whether such material or information originates from Direct Dispatch or from a
third party, including, without limitation, other users of the Website).
15.
Remedies. In addition to any other remedies that may be
available to Direct Dispatch at law or in equity, all provisions of
these Terms and Conditions may be specifically enforced, however, the failure
of Direct Dispatch to promptly enforce such provisions shall not be construed
to be a waiver of Direct Dispatch’s rights hereunder. In addition, User
recognizes that the payment of damages hereunder may not fully compensate Direct
Dispatch for User’s breach or violation of the provisions of these Terms and
Conditions and that Direct Dispatch will likely suffer irreparable harm from
such a breach or violation. Accordingly,
User agrees that should it breach, violate, or threaten to breach or violate
the provisions of these Terms and Conditions, that Direct Dispatch will be
entitled to injunctive relief prohibiting User’s breach, violation or continued
breach or violation without the need of Direct Dispatch having to post any bond
in connection with such injunctive relief.
16.
Jurisdiction and
Choice of Law:
Except to the extent (if any) that they are preempted by federal law, the laws
of the State of Florida shall govern the construction and interpretation of
these Terms and Conditions and the dealings of User with Direct Dispatch. User
expressly submits to the jurisdiction of the Courts of the State of Florida and
the United States District Court for the Southern District of Florida and
agrees that jurisdiction and venue shall be proper in such Courts and User
waives any claim or defense that such Courts will be an inconvenient
forum.
17.
Miscellaneous. These Terms and
Conditions constitute the entire agreement between Direct Dispatch and User
pertaining to use of the Website. No employee, agent, servant or other
representative of Direct Dispatch, other than the President of Direct Dispatch,
is authorized to amend, modify or alter in any way the provisions or applicability
of these Terms and Conditions. No other prior or contemporaneous agreements
exist between Direct Dispatch and User, except as set forth in these Terms and
Conditions. If any term or provision hereof is held invalid or unenforceable by
a court or tribunal of competent jurisdiction, such term or provision shall be
deemed to be modified to be enforceable or, alternatively, shall be deemed to
be severed here from, and shall not affect the remaining provisions hereof,
which shall remain enforceable to the full extent allowed by law. These Terms
and Conditions shall be binding upon and inure to the benefit of any successors
and assigns of Direct Dispatch and/or User.
Direct Dispatch reserves the right, in its sole
discretion to amend or modify these Terms and Conditions at any time, with or
without notice. Notification of these Terms and Conditions will be posted on
the Website. User’s continued use of the Website constitutes User’s continued
acknowledgment of the Terms and Conditions, as the same may be modified or
amended from time-to-time, and User’s consent and agreement to the same. Dispatch
Direct may change, suspend or discontinue any aspect of the Website or other
services provided by Direct Dispatch at any time, with or without notice and
without any liability for doing so.