Terms of Use – Truckstop Marketplace

April 28, 2023

These Truckstop Marketplace Terms of Use (“Terms”) set forth the terms and conditions that govern access to and use of the Services (as defined below), and is between The Internet Truckstop, LLC dba Truckstop, a Delaware limited liability company, having a principal place of business at 1444 S. Entertainment Ave., 1st Fl., Boise, ID 83709 (“Truckstop”, “We”, or “Us”), and the natural person, company or other legal entity accepting these Terms, and affiliates of that company or entity (“Customer”, “You”, or “Your”). These Terms are effective, and You agree to its terms and conditions, as of the date that You accept these Terms (the “EffectiveDate”) by (1) clicking a box indicating Your acceptance; (2) executing an ordering document that describes the Services to be performed (“Order Form”) that references these Terms; or (3) using the Services.

By accepting these Terms, You represent and warrant that You have the authority to bind the company or legal entity and its affiliates accessing the Services to these terms and conditions. If You are a natural person, by entering into an ordering document, accepting these Terms, and/or accessing the Services, You confirm that You are at least 18 years old and that Your active legal capacity is not restricted. You agree to be bound by these Terms and Truckstop’s Privacy Policy, which may be amended from time to time, located at https://truckstop.com/privacy-policy/ (“Privacy Policy”).

The “Services” means Truckstop’s online Partner Marketplace and its related services.

1. Your Privacy. We know Your personal information is important to You, so it’s important to Us. Our Privacy Policy details how Your information is used when You use the Services. By using the Services, You agree that We can process Your information in the ways set out in the Privacy Policy.
2. Your Use of Our Services.
   1. License Grant. Subject to Your compliance with these Terms, Truckstop will provide You a non-assignable, non-transferable, non-exclusive, revocable right for You to access and use the Services under the rights granted in these Terms. You may access and use the Services during the Term for the sole purpose of displaying, promoting, offering, marketing, or selling Your products or services (the “Permitted Use”).
   2. Use Restrictions. You will not, and will not permit Your employees, agents, representatives or other users, to use the Services for any purpose beyond the Permitted Use. Without limiting the foregoing, You will not and will not permit Your employees, agents, representatives, or other users, at any time during the Term or thereafter, directly or indirectly: (a) use or access the Services in any way which Truckstop, in its sole discretion, determines to be competitive with Truckstop or the Truckstop group companies; (b) violate any law or regulation, including without limitation, any applicable export control laws, privacy laws; (c) copy, modify, or create derivative works of the Services, in whole or in part; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available except as expressly authorized by Section 2(a); (e) reverse engineer, disassemble, decompile, decode, adapt, “crawl”, “scrape”, “spider”, or otherwise attempt to derive, copy or gain access to data made available as part of the Services or the source of the Services or methods used to compile the Services, in whole or in part; (f) remove any proprietary notices included within the Services; (g) publish, enhance, or display any compilation or directory based upon information derived from the Services; or (h) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person. Your Permitted Use does not extend, directly or indirectly, to any third party, including a third-party You engaged to provide You with services related to the Permitted Use.
   3. Feedback. We welcome Your suggestions and ideas. They can help Truckstop improve Your experience and our Services. Any ideas, comments, requests, corrections, and/or other materials You submit to Truckstop (including User Content) are considered non-confidential and non-proprietary to You. You grant Truckstop a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to You.
   4. Aggregated Data. Notwithstanding anything to the contrary in these Terms, Truckstop may monitor Your use of the Services and collect and compile data (“Aggregated Data”). As between Truckstop and You, all right, title, and interest in Aggregated Data, including all intellectual property rights, belong to and are retained solely by Truckstop. You acknowledge that Truckstop may compile Aggregated Data based on Your data input into the Services. You agree that Truckstop may make Aggregated Data publicly available and use Aggregated Data to the extent and manner permitted under applicable law, including internal use and/or monetary gain.
   5. User Content. “User Content” means any and all information and content, including photographs, that such You submit to Truckstop by any means, including through social media (e.g., Facebook, YouTube, Instagram, Twitter), uses with the Services (e.g., product advertisement, a user profile, product review, question & answer), or when You otherwise interact with Truckstop (e.g., when You call customer service, send Truckstop emails). Even if Truckstop hosts and displays Your User Content, You are solely responsible for Your User Content. You assume all risks associated with use of Your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Your User Content that makes You or any third party personally identifiable. You hereby affirm, represent, and warrant that (a) You own, or have the necessary licenses, rights, and/or consents to use Your User Content with the Services as described herein and (b) Your User Content does not violate these Terms. You may not state or imply that Your User Content is in any way provided, sponsored, or endorsed by Truckstop. Truckstop is not obligated to backup any User Content, makes no representation that it will do so, and You agree that Truckstop may delete User Content at any time. Your interactions with other Service users are solely between You and such user. You agree that Truckstop will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between You and any Service user, Truckstop is under no obligation to become involved.
   6. License Grant. By submitting Your User Content or using it with the Services, You automatically grant, and You represent and warrant that You have the right to grant, to Truckstop an irrevocable, nonexclusive, royalty-free and fully paid worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use Your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including Your User Content in the Site, Truckstop social media platforms or marketing or promotional initiatives. You agree to irrevocably waive (and cause to be waived) any claims and assertions of publicity or moral rights, or attribution with respect to Your User Content.
3. Termination.
   1. Termination By You.You may terminate Your account with Truckstop at any time with 30 days prior written notice. Terminating Your account will not affect the availability of some of User Content that You posted through the Services prior to termination. Truckstop will not provide refunds of monthly listing fees.
   2. Termination By Truckstop.Truckstop may terminate or suspend Your account (and any accounts Truckstop determines are related to Your account) and Your access to the Services should We have reason to believe You, Your User Content, or Your use of the Services violate these Terms. If Truckstop does so, it’s important to understand that You don’t have a contractual or legal right to continue to use the Services, despite having pre-paid any fee. Generally, Truckstop will notify You that Your account has been terminated or suspended, unless You’ve repeatedly violated these Terms or Truckstop has legal or regulatory reasons preventing it from notifying You. If You or Truckstop terminate Your account, You may lose any information associated with Your account, including User Content.
   3. We May Discontinue the Services.Truckstop reserves the right to change, suspend, or discontinue any of the Services for You or any or all users, at any time, for any reason. Truckstop will not be liable to You for the effect that any changes to or discontinuation of the Services may have on You, including Your income or Your ability to generate revenue through the Services.
   4. Upon expiration or termination of Your access to the Services, You will immediately discontinue use of the Services and Truckstop may delete all User Content in its possession. These Terms will remain in effect even after Your access to the Service is terminated, or Your use of the Service ends.
4. Third-Party Services.The Services may contain links to, or advertisements for, third party web sites (collectively, “Third Party Sites“). Such Third Party Sites are not under the control of Truckstop and Truckstop is not responsible for any Third Party Sites. Truckstop provides links to these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You agree that You use all Third Party Sites at Your own risk. When You link to a Third Party Site, the applicable service provider’s terms and policies, including privacy and data You practices govern. You should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any Third Party Site. You hereby release Truckstop, its officers, employees, agents, affiliates, subsidiaries, parents, joint ventures, successors and any other companies under common control with Us from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that are either directly or indirectly related to or arise out of any interactions with or conduct of other Service users or Third Party Sites.
5. Use of Marks. To the extent Your User Content contains or constitutes a trademark, service mark, or other similar intellectual property (each a “Mark”) or includes copyrightable or copyrighted material, You hereby grant to Truckstop a revocable non-exclusive, non-transferable, royalty-free license during the Term to use and display such Mark(s) to use, copy, publicly perform, reformat, convert, display, and transmit any such Mark.
6. Intellectual Property Ownership.
   1. Reservation of Rights. Truckstop reserves all rights not expressly granted in these Terms. Nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, You or any third party any intellectual property rights or other right, title, or interest in or to the Services, including Truckstop Proprietary Information not expressly provided herein. Truckstop retains the right to re-use any and all techniques and know-how gathered by Truckstop while providing the Services and the sole right and control over the programming, content, organization, design, features, and conduct arising from or related to the Services and these Terms.
   2. Truckstop Data and Intellectual Property. “Truckstop Data” means all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Truckstop via the Services, except for User Content. “Truckstop Proprietary Information” means the Services, Truckstop Data, and any and all proprietary information, including but not limited to Truckstop’s copyrights, trademarks, services marks, patents, logos, websites, analytics, analyses, and data (in any form) and other intellectual property and its associated good will. You acknowledge that, as between You and Truckstop, Truckstop owns all right, title, and interest, including all intellectual property rights, in and to the Services, Truckstop Data, and Truckstop Proprietary Information which will remain the sole and exclusive property of Truckstop.
   3. User Content. Except as expressly provided herein, You will retain all right, title, and interest in Your User Content.
7. Disclaimer of Warranties and Limitation of Liability.
   1. You understand that Truckstop does not manufacture, store, or inspect any of the items, products, or services sold, promoted, displayed, or advertised through our Services. Truckstop cannot and does not make any warranties about the quality, safety, or legality of the same. The materials and information provided through the Services are intended for informational purposes only. You release Truckstop from any claims related to the Services, including defective items, misrepresentations by sellers, or items, products, or services that caused physical injury (like product liability claims).
   2. Truckstop makes no representations concerning the accuracy, copyright compliance or legality of any content posted through the Services. You release Truckstop from all liability relating to content displayed through the Services.
   3. TRUCKSTOP IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT SOMETIMES THINGS CAN GO WRONG. THE SERVICES AND ALL DATA PROVIDED IN CONNECTION WITH THE SERVICES IS PROVIDED “AS IS” AND TRUCKSTOP HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRUCKSTOP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TRUCKSTOP MAKES NO WARRANTY OF ANY KIND THAT THE TRUCKSTOP DATA, OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE
   4. IN NO EVENT WILL TRUCKSTOP BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS AND/OR YOUR USE OF THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA , INCLUDING TRUCKSTOP DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE AGGREGATE, CUMULATIVE LIABILITY OF TRUCKSTOP (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS) ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHERWISE WILL EXCEED $100.00.
8. Indemnification. You will indemnify, hold harmless, and, at Truckstop’s option, defend Truckstop and its officers, members, directors, employees, agents, representatives, attorneys, successors, predecessors, from and against any all actual or threatened claims, losses, damages, liabilities, costs, demands and expenses, including reasonable attorneys’ fees, incurred by reason of or arising out of or in connection with (a) Your breach of these Terms; (b) any act or omission of Yours, including Your agents or employees which results in a third-party claim against Truckstop; (c) any infringement of the intellectual property rights of any third-party; (d) Truckstop’s performance of the Services in accordance with these Terms; (e) or Your use of the Services. You may not settle any third-party claim against Truckstop unless Truckstop consents to such settlement, and further provided that Truckstop will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice. THIS SECTION COMBINED WITH SECTION 7 TITLED “DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY” SETS FORTH YOUR SOLE REMEDY AND TRUCKSTOP’S SOLE LIABILITY AND OBLIGATION FOR ANY POSSIBLE INDEMNIFICATION CLAIM.
9. Changes to these Terms. Truckstop may update these Terms from time to time. If Truckstop believes that the changes are material, Truckstop will let You know by posting the changes through the Services and/or sending You an email to the address affiliated with Your account and You may decide whether You want to continue using the Services. Changes will be effective upon the posting of the changes on the Services unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your continued use of the Services constitutes Your acceptance to any modifications to these Terms.
10. Fees. You agree to pay Truckstop for the Services in accordance with the fees, charges, taxes and billing terms in effect at the time a fee or charge is due and payable. According to the nature of some of our Services, fees may be required in advance of use. All fees must be paid in U.S. dollars unless specifically permitted otherwise by Truckstop.
11. SMS TERMS AND CONDITIONS.
    1. PLEASE READ THESE SMS TERMS AND CONDITIONS CAREFULLY BEFORE SIGNING UP FOR ANY TRUCKTOP TEXT MESSAGING PROGRAM. BY SIGNING UP FOR ONE OR MORE OF TRUCKSTOP’S TEXT MESSAGING PROGRAMS, YOU AGREE TO ABIDE BY AND BE BOUND TO THESE TRUCKSTOP SMS TERMS AND CONDITIONS.
    2. Program Description. Consent to receive text messages is not required and is not a condition of any purchase.
    3. Truckstop text messages are intended to provide You with information and/or marketing and promotional information regarding Truckstop products and services. We may also provide You with transaction-related information.
    4. Cost and Message Frequency. Message and data rates may apply for any messages sent to You from Us and to Us from You. Message frequency depends on the user’s interaction. If You have any questions about Your text plan or data plan, it is best to contact Your mobile provider.
    5. How to Opt-Out. After You opt-in to any Truckstop text messaging program, You can opt-out by replying STOP to a text message for a program from which You no longer wish to receive messages. This will only opt You out of the specific text messaging program associated with the text to which You replied STOP.You will remain opted in to other Truckstop text messaging programs.
    6. Your Mobile Telephone Number. You represent that You are the account holder or are authorized to make changes to the account for the mobile telephone number(s) that You enroll in a Truckstop messaging program. You are responsible for notifying Truckstop immediately if You change Your mobile telephone number. You may notify Truckstop of a number change by making the change in Your user profiles or by contacting Support at 1-800-203-2540. You agree to indemnify Truckstop in full for all claims, expenses, and damages related to or caused in whole or in part by Your failure to notify Truckstop if You change Your telephone number including, but not limited to, all claims, expenses, and damages related to or arising under the Telephone Consumer Protection Act.
    7. Access or Delivery to Mobile Network is Not Guaranteed. It is Your responsibility to determine if Your mobile carrier supports text messaging and if Your mobile device can receive text messages. Your receipt of our text messages is subject to the terms and conditions of Your agreement(s) with Your mobile carrier. Delivery of information and content to a mobile device may fail due to a variety of circumstances or conditions. You understand and acknowledge that network services, including but not limited to mobile network services, are outside of Truckstop’s control and neither Truckstop nor the mobile carrier is responsible or liable for issues arising from such network services (e.g., delayed or undelivered messages or the security of any messages).
    8. Supported Carriers. Supported carriers may change from time to time, but currently include AT&T, Sprint/Boost/Virgin, T-Mobile/MetroPCS, Verizon Wireless, CellCom USA, C Spire Wireless, U.S. Cellular, Carolina West Wireless (CWW), and Google Voice, among others.
    9. Support/Help. To request more information, reply HELP to any text message You receive from Truckstop for the text messaging program about which You have questions. You may also receive help by contacting Support at 1-800-203-2540.
    10. Termination of Text Messaging. We may suspend or terminate Your receipt of Truckstop text messages if We believe You are in breach of these Truckstop SMS Terms and Conditions. Your receipt of Truckstop text messages is also subject to termination if Your mobile telephone service terminates or lapses. Truckstop reserves the right to modify or discontinue, temporarily or permanently, all or any part of Truckstop text messages, with or without notice.
12. Miscellaneous
    1. Notices. Every notice or other communication given by either party to the other regarding these Terms will be in writing served personally or by a reputable over-night courier service or by electronic mail or by United States certified or registered mail, return receipt requested, postage prepaid, addressed to Customer or to Truckstop at their respective addresses set forth in the Order Form. Either party may change its address from time to time by providing notice to the other party. All notices will be addressed to the “Legal Department”.
    2. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Truckstop. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder.
    3. Entire these Terms; Order of Precedence. These Terms are the entire agreement between Truckstop and Customer regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The Parties agree that any term or condition stated in a Customer purchase order, quote form, or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form; (2) applicable SoW; and (3) these Terms. Titles and headings of sections of these Terms are for convenience only and shall not affect the construction of any provision of these Terms.
    4. Waiver. Except as otherwise set forth in these Terms, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of these Terms is invalid, illegal, or unenforceable in the governing jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render the term or provision unenforceable in any other jurisdiction. Upon a determination by the determining body that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify these Terms so as to affect their original intent of the parties as closely as possible so that the transactions and agreements described herein are consummated as originally contemplated to the fullest extent possible.
    6. Force Majeure. Truckstop will not be in breach or default and will not be liable hereunder if Truckstop’s performance hereunder is delayed or prevented by strike, riots, acts of God, war, terrorism, governmental delays, pandemic, unavailability or shortages of utilities, internet or other essential electronic/digital services, natural catastrophes, or other causes beyond Truckstop’s reasonable control. Truckstop will provide notice of any such event to Customer as soon as reasonably practicable following the occurrence of such event.
    7. Legal Requests. Customer acknowledges that Truckstop may access, disclose, or allow third-parties access to Customer’s Data or any other data, information, or content provided to Truckstop to comply with the law or to respond with lawful requests or legal processes.
    8. Governing Law; Submission to Jurisdiction. These Terms will be construed, and the rights of the parties shall be determined in accordance with the internal laws of the State of Idaho without regard to principles of conflicts of laws. If any provision of these Terms is held to be unenforceable, the validity of the remaining portions or provisions hereof shall not be affected. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
    9. Relationship; No Third-Party Beneficiaries. Nothing in these Terms shall be construed to create an employer-employee relationship, a partnership, or a joint venture between the parties. These Terms are intended for the benefit of the parties, and our respective permitted successors and assigns, and is not for the benefit of, nor may any provision of these Terms be enforced by, any other person. Nothing in these Terms is intended to or will be deemed to confer any benefits, rights or remedies upon any person or legal entity not a party to these Terms except as otherwise expressly provided in these Terms.
    10. Survival. All clauses which, by their nature are intended to survive, including without limitation Sections 2, 3, 4, 6, 8, 9, 10, 11, and 12 will survive any termination of these Terms.