Date of Last Revision: Jan 28, 2015.
Welcome to Quick180.com! The Web site (www.quick180.com, this “Site”) is provided by Quick180, LLC and its affiliates (collectively, “Quick180,” “we” or “us”). Your initial access and use of this Site (“Effective Date”) and all subsequent access and use of the Site is governed by and subject to these terms and conditions of use (this “Agreement). In this Agreement, “you” refers to an individual accessing this Site, regardless of any particular information, services or products accessed, purchased, or licensed. To the extent applicable, “you” and “your” also includes the corporation or other legal entity (your “User”), if any, on whose behalf you are accessing this Site (Quick180, we, us, you, and User each a “Party” and collectively, the “Parties”).
Please read this Agreement carefully and thoroughly. By accessing and using this Site, you agree that you have read and understand this Agreement and accept and agree to be bound by the terms and conditions set forth herein.
1. Quick180 Service; Data; Parties’ Additional Duties
2. Fee; Export Request Report
3. Term; Termination. This Agreement shall become effective immediately upon your access of the Site and shall continue in effect from such date and continue for so long as you continue to access the Site (the “Term”). Quick180 may terminate this Agreement at any time in its sole discretion and timing by delivering written or electronic notice to you (“Termination Notice”). Upon Quick180’s delivery of a Termination Notice, the Parties shall continue to perform their respective obligations hereunder for thirty (30) days or until the end of the calendar month such Termination Notice is delivered, whichever extends longer; which shall include, but not be limited to, your payment and delivery of any Fee owed to us, without offset, deduction, or withholding, and your duties described in Section 1 hereof.
4. Parties’ Relationship
A. Both Quick180 and you hereby acknowledge and agree that the legal relationship created by this Agreement is that of independently contracting parties and not that of an employee and employer, partnership, joint venture, or that of principal and agent.
B. Notwithstanding Section 4(A) above, the Parties expressly agree and acknowledge that Quick180 shall not act as an agent of you for purposes of performing a Quick 180 (as defined herein) or any intermodal interchanges facilitated and performed by you or your User as a result of having access to and utilizing Quick180’s Site and Services with any other third party user of the Site. The Parties agree and acknowledge that Quick180’s performance of the terms of this Agreement shall not require it to apply for, acquire, or become a party to the UIIA; nor shall Quick180’s performance of the Services hereunder qualify it or cause it to be considered as operating as an Equipment Owner, Facility Operator, Motor Carrier, Provider, or other defined person or party pursuant to the terms of the UIIA, as amended from time to time.
C. In the event you, as a result of accessing the Site and receiving the Services hereunder, desire to perform a Quick 180 on a Quick Lot (as defined below) with a third party, irrespective of whether such third party is a third party user to the Site, you shall, in addition to those terms identified in Article 7 herein, work in good faith, if and as necessary during the Term hereof, with Quick180’s third party contractor(s) to enter into a Uniform Intermodal Interchange and Facilities Access Agreement, as amended and updated from time to time (“UIIA”) with such third party contractor(s). A “Quick Lot” is defined herein as the physical premises and location owned, leased, managed or controlled by a Quick180 third party contractor. You hereby agree and acknowledge that no Quick180 third party contractor, whether in existence as of the Effective Date or in the future, is or shall be considered a party to or third party beneficiary of this Agreement. Furthermore, any Quick 180 performed by you on a Quick Lot shall not establish any contractual privity, obligations, or liability between you or your User and Quick180 related to or underlying your or your User’s use of or activities on any Quick Lot. YOU HEREBY ACKNOWLEDGE AND ACCEPT THE TERMS OF QUICK180’S DISCLAIMER RELATED TO ANY QUICK LOTUNDER THIS SECTION 4(C) AND AGREE TO ACCEPT THE RISKS AND LIABILITIES ASSOCIATED WITH CONDUCTING ANY QUICK 180 ON A QUICK LOT.
D. Quick180 respects the intellectual property rights of others and expects you to do the same. Quick180 has expended substantial time, effort and funds to create the Site and to collect and provide the materials, products and services that are available through the Site. You understand and agree that Quick180 owns or (where required, appropriate or applicable) has been licensed by third parties to use all right, title and interest in and to the Site and the products and services made available on or through the Site, and all information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other content contained therein, and the collection, design, selection and arrangement thereof (collectively, the “Content”). You acknowledge that the Content contains valuable proprietary information that is protected by applicable intellectual property and other proprietary rights and laws of the United States and other countries, and that you acquire no ownership interest by accessing and using the Site and the Content. Such intellectual property and proprietary rights include, but are not limited to, various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection and trade secrets, and all such rights are and shall remain the property of Quick180 and its licensors.
E. Quick180 grants you a limited license to access and make personal use of this Site and the Content for the limited purposes described herein. Except as expressly provided for in this Agreement or in an applicable, validly executed license or service agreement between you or your User and Quick180, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any Content in any other manner or for any other purpose not otherwise permitted hereunder constitutes infringement of Quick180’s intellectual property and other proprietary rights. Other than as necessary and required to facilitate your personal business use, you may not reproduce, perform, create derivative works from, republish, upload, post, retransmit, or redistribute in any way whatsoever any Content from this Site, or any other Web site owned or operated by Quick180, without the prior written permission of Quick180. Use of the Content or any portion thereof on any other Web site or other networked computer environment is expressly prohibited without prior written permission from Quick180. You shall not remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contain within the Content. Except as expressly authorized by Quick180 in writing, in no event shall you reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes all or any portion of the Content or the Site.
F. By submitting information and material to the Site or to Quick180, whether by e-mail, telephone or other mode of communication, or through access to and use of the Site or the Content including, but not limited to, access to and use of any available pages or applications, submitting or posting feedback, questions, comments, suggestions, ideas, graphics, text, software or computer files of any type, you thereby expressly grant, or warrant that the owner of such material has expressly granted, Quick180 a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, make and have made, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or hereafter developed, subject to our Policy, as set forth on the Site.
G. For your convenience, certain hyperlinks may be provided on the Site which link to other Web sites that are not under the control of Quick180. Quick180 does not sponsor or endorse such Web sites and is not responsible for the accuracy, content or any aspect thereof. Quick180 disclaims all liability for such Web sites, and for any use of the links to such Web sites or use of such Web sites themselves. We also disclaim all liability and make no representations or warranties for any products or services made available, sold or provided to you by any third party or Site user. Your use of other Web sites, and the offer or purchase of products or services on or through such other Web sites, is subject to the terms and conditions thereof. You agree that you will bring no suit or claim against Quick180 arising from or based on your use of, or the offer or purchase of products or services on or through, such other Web sites. Links do not imply that Quick180 is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in connection with or accessible through such links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Quick180 or any of its affiliates.
5. Your Representations and Warranties
6. Representations and Warranties of Quick180
7. Your Covenants
8. Miscellaneous Provisions
F. Dispute Resolution; Remedies. The Parties will attempt in good faith to resolve any dispute or claim arising out of or in relation to this Agreement through negotiations between the Parties with authority to settle the relevant dispute. If the dispute cannot be settled amicably within seven (7) days from the date on which either Party has served written notice on the other of the dispute then the Parties may pursue any and all legal or equity remedy or course of action to protect their rights and interest hereunder. The remedies provided for in this Agreement, including Section 8(B), shall be cumulative and shall not preclude assertion by any Party of any other rights, whether under law or equity, or the seeking of any other remedies against the other Party. No Fee due or payable by you hereunder shall be withheld, offset, or otherwise reduced on account of a pending dispute resolution between the Parties, except to the extent that such Fee is the only subject of such dispute between the Parties.
G. Disclaimer of Warranties; Limitation of Liability. Although Quick180 strives to make the Site and the materials (such as Quick180 data, information and documents), products and Services provided through this Site helpful, reliable and current, you understand that your access to and use of the Site and all materials, products and Services available through it are at your own initiative and risk. It is your responsibility to take precautions to ensure that any information, materials, software or data that you access, use, download or otherwise obtain on or through the Site are: (i) up-to-date, accurate, complete, reliable, and suitable to and appropriate for the purpose for which you, or your User, may desire to use them; and (ii) free of viruses and other destructive routines.
ALL MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE AND THROUGH QUICK180 ARE PROVIDED “AS IS” AND “AS AVAILABLE,”WITHOUT ANY WARRANTIES OR GUARANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED. QUICK180 DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND INFRINGEMENT. QUICK180 DOES NOT REPRESENT, WARRANT OR COVENANT THAT THIS SITE AND THE MATERIALS (INCLUDING, BUT NOT LIMITED TO, QUICK180 DATA, INFORMATION AND DOCUMENTS), PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE AND THROUGH QUICK180 ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, OR YOUR USER, MAY CHOOSE TO PUT THEM, OR THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NEITHER QUICK180, ITS SUBSIDIARIES, CONTRACTORS, SUPPLIERS, CO-BRANDERS AND OTHER SIMILAR ENTITIES, NOR THE MEMBERS, MANAGERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF ANY OF THE FOREGOING (ALL SUCH INDIVIDUALS AND ENTITIES AS LISTED HERETOFORE IN THIS SENTENCE, COLLECTIVELY, THE “QUICK180 ASSOCIATES”), SHALL BE LIABLE TO YOU, YOUR COMPANY, OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE, NEGLIGENT USE OR NON-USE, OR YOUR RELIANCE ON OR FAILURE TO RELY ON THE SITE, THE CONTENT, AND THE MATERIALS (INCLUDING, BUT NOT LIMITED TO, QUICK180 DATA, INFORMATION, DOCUMENTS), PRODUCTS AND SERVICES ACCESSIBLE, ACCESSED OR USED ON OR THROUGH THE SITE OR QUICK180; (B) ANY DECISIONS MADE OR NOT MADE, OR ACTIONS TAKEN OR NOT TAKEN BY YOU, YOUR USER, OR ANY THIRD PARTY WITH REGARD TO, IN RELIANCE ON, OR AS A RESULT OF, ACCESS AND USE OF THE SITE, THE CONTENT, AND THE MATERIALS (INCLUDING, BUT NOT LIMITED TO, QUICK180 DATA, INFORMATION, DOCUMENTS), PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE AND QUICK180; (C) QUICK180’S PERFORMANCE OF OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (D) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES THROUGH THE SITE OR QUICK180. UNDER NO CIRCUMSTANCES SHALL THE QUICK180 ASSOCIATES BE LIABLE TO YOU, YOUR USER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE, NEGLIGENT USE OR NON-USE OF MATERIALS (INCLUDING, BUT NOT LIMITED TO, QUICK180 DOCUMENTS), PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR QUICK180, THE USE, COPYING OR DISPLAY OF THIS SITE OR THE CONTENT, TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET, OR ANY OTHER CAUSE BEYOND THE CONTROL OF QUICK180), EVEN IF QUICK180 WAS ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF THE QUICK180ASSOCIATES SHALL BE LIMITED IN ACCORDANCE WITH THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING, IF ANY OF THE QUICK180ASSOCIATES ARE FOUND LIABLE TO YOU OR ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE QUICK180ASSOCIATES’COLLECTIVE, AGGREGATE AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED $100.00.
H. Content and Maintenance of Quick180 Data. QUICK180 ASSUMES NO RESPONSIBILITY OR OTHER OBLIGATION WHATSOEVER FOR THE SELECTION, MAINTENANCE AND UPDATING OF QUICK180 DATA, INFORMATION OR DOCUMENTS ACCESSIBLE, ACCESSED AND OBTAINED ON OR THROUGH THE SITE OR OTHER PRODUCTS AND SERVICES OF QUICK180, BY OR ON BEHALF OF YOU, OR YOUR USER. IN NO EVENT SHALL QUICK180 BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, DAMAGE OR EXPENSE RELATING TO THE SELECTION, MAINTENANCE, UPDATING, RETENTION, AVAILABILITY, ACCESSIBILITY OR USE OF QUICK180 DATA, INFORMATION OR DOCUMENTS BY YOU, YOUR USER, OR ANY THIRD PARTY. YOU ARE RESPONSIBLE FOR CONFIRMING THAT ANY QUICK180 DATA, INFORMATION OR DOCUMENTS THAT YOU MAY ACCESS, SELECT, USE, OR OTHERWISE OBTAIN FROM THE SITE OR QUICK180, IS APPLICABLE TO AND APPROPRIATE FOR THE SPECIFIC SERVICE OR PRODUCT FOR WHICH YOU SEEK OR NEED QUICK180 DATA, INFORMATION OR DOCUMENTS. YOU ACKNOWLEDGE THAT QUICK180 DOES NOT PRODUCE NOR VERIFY FOR ACCURACY OR COMPLETENESS THE INFORMATION CONTAINED IN QUICK180 DATA, INFORMATION OR DOCUMENTS AND THAT QUICK180 ASSUMES NO RESPONSIBILITY, LIABILITY OR OBLIGATION WHATSOEVER WITH RESPECT TO THE ACCURACY, USEFULNESS, COMPLETENESS OR CURRENCY OF INFORMATION CONTAINED IN ANY QUICK180 DATA, INFORMATION OR DOCUMENTS ACCESSED OR ACCESSIBLE ON OR THROUGH THE SITE OR THE PRODUCTS AND SERVICES OF QUICK180.
I. Amendment; Waiver. This Agreement may be updated by Quick180 from time to time in its sole discretion and timing, and may be amended to incorporate additional terms specific to certain additional Quick180 products or services, which you choose to use, purchase or license. All such updates and changes are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, posting a revised version of this Agreement or other notice on the Site. YOU SHOULD VIEW THIS AGREEMENT OFTEN TO STAY INFORMED OF CHANGES THAT MAY AFFECT YOU, AS YOUR CONTINUED USE OF THIS SITE SIGNIFIES YOUR CONTINUING CONSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT. We expressly reserve the right to make any changes to this Agreement, or to the Site and its contents, at any time without prior notice to you.
J. Force Majeure. Neither Party will be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including, without limitation, inclement weather, material road-way construction, civil disturbances, acts of terrorism, strikes, lockouts or other labor disturbances, electronic, software or hardware malfunctions, shut-downs or sub-performance of or access to the world wide web, or acts of God.
K. Notices. Any notice required or permitted to be given by either Party under this Agreement shall be in writing mailed to Quick180’s mailing address on the Site, as may be updated and amended from time to time, or electronically to Quick180 at firstname.lastname@example.org, or your mailing or email address provided by you through the Site.
L. Assignment; Delegation; Binding Effect. Neither this Agreement nor any interest, right or duty hereunder may be assigned, delegated or otherwise transferred, unless otherwise stated in this Agreement, by you without the prior written consent of Quick180. This Agreement shall inure to the benefit of and be binding upon the Parties, their respective heirs, administrators, legal representative, successors, and permitted assigns and delegates.
M. No Third Party Beneficiaries. Nothing contained herein is intended, nor shall it be construed, to confer any rights or benefits upon any person (including, but not limited to, any employee, agent, contractor, officer, shareholder, affiliate or subsidiary entity, member, manager or former agent of the Parties) other than the Parties hereto and no other person shall have any rights or remedies under this Agreement.
N. Entire Agreement; Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.
O. Headings. The section headings of this Agreement are for convenience of reference only and do not form a part of this Agreement and do not in any way modify, interpret, or construe the terms hereof or intentions of the Parties.
BY ACCESSING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE QUICK180 POLICY REFERENCED HEREIN.