Will Deliver Ltd.

Will Deliver - Terms of Service Agreement (Trucker)

Last Updated: October 12, 2021

This Terms of Service Agreement (the “Agreement”) describes the terms by which “Will Deliver Limited” offers to you, as a Trucker, access to its website www.willdeliver.com (the “Site”) and the associated mobile software application platform owned and operated by Will Deliver (“Mobile App”). Will Deliver provides an online and mobile platform (the “Service”) to connect Shippers with Truckers for the transportation of cargo whereby Shippers can submit a request for the transportation of cargo (“Shipment”). Truckers can accept such requests, and both Shippers and Truckers can track such requests. The Service includes access to all applications, content and downloads offered by Will Deliver, including the Site, Mobile App, and associated user content. Will Deliver does not assess the suitability, legality, regulatory compliance, quality or ability of any Shipper or shipped items scheduled through the use of the Service, and Will Deliver makes no warranty regarding the same.

This Agreement sets forth the terms for use of the Service by Truckers, including the terms governing transportation services provided by Truckers. By signing up and registering with Will Deliver or by accessing or using the Service, you are accepting this Agreement, on behalf of yourself or the company, entity or organization that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, on behalf of yourself or the company, entity or organization that you represent. You may not access or use the Service or accept this Agreement if you are not at least 18 years old. Please read this Agreement carefully before using the Service. Use of the Service is conditioned on your agreement to all of the terms and conditions contained in the Agreement, including the policies and terms linked to or otherwise referenced in the Agreement, all of which are hereby incorporated into the Agreement.

Please refer to our Privacy Policy for information about how we collect, use and disclose information about users of the Service.

IF YOU DO NOT SO AGREE, YOU SHOULD DECLINE THIS AGREEMENT, IN WHICH CASE YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICE.

1. DEFINED TERMS

1.1 “Trucker”

Trucker means the legal entity identified by you during the registration process to access the Service. As a Trucker who accesses or uses the Service, you are an independent contractor and remain solely responsible for screening, selecting, hiring, training, supervising, managing, assigning, and dispatching any drivers; as well as for the inspection and maintenance of your motor vehicle equipment and accessories. You are solely responsible for your own actions, omissions, training, oversight, compliance with regulatory and safety requirements, and all management of your equipment, services, drivers, employees, contractors, agents and servants. You maintain sole control over the methods and results by which you perform cargo transportation services, and retain the sole duty to provide, maintain, manage and control the equipment, personnel, and expertise required to transport Shippers’ cargo. Trucker is solely responsible for the acts and omissions of any employees, agents, contractors and subcontractors used by Trucker in the performance of transportation of Shipments. Will Deliver is not an agent of you or any Trucker, and no Trucker is an agent of Will Deliver.

WILL DELIVER IS NOT A TRUCKER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY WILL DELIVER IS A TRUCKER, OR THAT WILL DELIVER IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A TRUCKER. WILL DELIVER HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR TRUCKER SERVICES PROVIDED TO ANY SHIPPER OR ANY OTHER PARTY USING THE SERVICES. NO INTERLINING ARRANGEMENT IS CREATED BY THIS AGREEMENT.

1.2 “Will Deliver”

Will Deliver is an online freight broker. Will Deliver’s sole obligation is to arrange transportation of cargo by a Trucker that is appropriate and authorized to operate by all applicable governmental agencies. As a freight broker, Will Deliver does not take possession, custody or control of any cargo.
Will Deliver offers a platform to connect Shippers and Truckers, but does not provide actual transportation services or act in any way as a Trucker. It is your obligation to provide transportation services, which may be scheduled through the use of the Service. Will Deliver has no responsibility for any shipping services you provide to Shippers.

1.3 “Shipper”

A Shipper is an individual or company that uses the Service to find and request Truckers to transport cargo that the Shipper warrants to own, possess, or otherwise has rights to transport. Shippers are customers of Will Deliver and are expressly acknowledged by Trucker to be intended third-party beneficiaries of various provisions of this Agreement purporting to grant rights to such Shippers

1.4 “User”

A User is any individual or company who accesses or uses the Service.

1.5 “User Content”

User Content means any and all information, data, textual, audio, and/or visual content, commentary and feedback related to the Service, ratings, reviews and other content that a User submits to, or uses with, the Service. User Content includes the information provided in a Shipment request or acceptance. User, including Trucker, warrants: (i) the completeness and accuracy of all User Content posted to the Service; and (ii) that User will provide any and all information as prompted or requested by the Service.

1.6 Independent Contractor

This Agreement does not make you an agent, legal representative, joint venture, or partner of Will Deliver for any purpose. You understand and agree that you will act as an independent contractor and are in no way authorized to make any contract, warranty or representation on behalf of Will Deliver, or to create any obligation express or implied on behalf of Will Deliver. It is expressly agreed and understood that you shall not be considered under this Agreement as having any employment status with Will Deliver, or as being entitled to any plans, distributions, or benefits extended by Will Deliver to its employees.

2. DESCRIPTION OF SERVICES

Will Deliver provides a platform via the Mobile App and our Website (defined above as the “Services”) so that Shippers may submit Shipment requests through the Service.

When a Shipper posts a Shipment request to the Service, if any of your motor vehicle equipment registered to the Service can fulfill the request, you will be able to view the Shipment’s details and submit a quote through the Service. The Service may provide you with a recommended quote based on factors that will impact the cost to you to carry out the Shipment. However, you are not obligated to accept such recommended quotes and you may submit a quote of any value you choose. If the Shipper accepts your quote, you will be notified and assigned to perform transportation services related to the Shipment.

If after you have been assigned a Shipment you realize that you are unable to carry out the transportation services, you must notify Will Deliver immediately.

You may view a list of the Shipments available to you at any time and choose to submit quotes for any of those Shipments through the Service. Will Deliver does not guarantee that any quotes you submit will be accepted by a Shipper.

Once a Shipment is completed, you shall immediately post to the Service a proof of delivery signed by the authorized recipient.

Will Deliver may, as a convenience and value added service, provide you through the Service with access to GPS services, Google Maps or similar service to suggest routing. However, any such routing information is for your convenience only. It is not instructional or mandatory.

3. YOUR RESPONSIBILITIES

3.1 Documents Required

As a condition for registering with the Service, you shall provide Will Deliver with the following valid documents for each motor vehicle you own and intend to register with the Service:

a) Certificate of Registration
b) Certificate of Fitness
c) Certificate of Insurance
d) Public Carrier’s License

You are required to continually renew these documents, and provide Will Deliver with proof of such, for each motor vehicle while it remains registered with the Service. Once you provide Will Deliver with such proof, Will Deliver will update the relevant expiry dates in the record for your motor vehicle in the Service. The Service will automatically disable any motor vehicle with any document with an expiry date that has passed, thereby preventing any Shipment from being assigned to that vehicle.

Will Deliver may also at its own discretion require you to provide a police record certificate and any other document to enable Will Deliver to effectively assess your or your company’s suitability to carry out transportation services under this Agreement.

3.2 Subcontractors/Co-Brokers

You shall not re-broker, co-broker, subcontract, assign, or cause or permit any other person or entity to perform any of your obligations hereunder, or cause or permit any Shipment tendered hereunder to be transported by any other third-party Trucker, or any other substitute mode of transportation, without the express written consent of Will Deliver and the Shipper. If Trucker breaches this provision, without limiting any other right of Will Deliver or the Shipper, Trucker shall remain fully liable pursuant to this Agreement as if it had transported the Shipment on vehicles operating under its for-hire Trucker authority (including liability for cargo loss and damage claims and including the duty to defend, indemnify and hold harmless against the acts and omissions of Trucker and its contractors). Trucker acknowledges and agrees if any third party makes a claim against Will Deliver or the Shipper with respect to Shipments tendered to Trucker for transportation hereunder, Will Deliver may pay such third party directly and shall have no duty to pay Trucker with respect to any such Shipment. Will Deliver shall have the right to offset the amount of payment to such third party against any funds due and owing to Will Deliver due to Truckers breach of this provision. Further, Will Deliver shall have the right to claim and collect any damages, including consequential, incidental, incidental and indirect damages from Trucker arising out of a breach of this provision.

3.3 Compliance With Laws

Trucker acknowledges that it is authorized to provide transportation of any Shipments requested or obtained through the Service as a for-hire Trucker in accordance with any and all applicable laws, rules and regulations. With respect to the transportation services provided under this Agreement, including any drivers you use, you shall comply with all applicable laws, rules, regulations and ordinances. You shall defend, indemnify and hold Will Deliver and Shippers harmless from and against any and all fines, penalties, judgments, liabilities, expenses and costs of any nature resulting from your failure to comply with all such laws, rules, regulations and ordinances.

3.4 Equipment

You warrant that you shall perform all transportation services pursuant to this Agreement with equipment that is regularly maintained and is in good order, condition and repair and that meets with all applicable federal and state laws, rules and regulations. You will not supply equipment that has been used to transport hazardous wastes of any kind, including, solid, liquid, or hazardous. You will furnish equipment for transporting cargo which is clean, dry, leak proof, free from harmful or offensive odor, sanitary, and free of any contamination, suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity.

Unless a trailer is pre-loaded and sealed prior to Trucker’s arrival at destination, Trucker is solely responsible for ensuring that all equipment has been properly loaded and secured. You acknowledge that Will Deliver will never be in possession of any cargo being transported in connection with use of the Service, and that Will Deliver will not be responsible or have any role in the securement of cargo for transportation.

3.5 Non-Solicitation

During the term of this Agreement, and for a period of one (1) year from its termination, you shall neither initiate nor accept any direct or indirect business relationship with any Shipper where Shipments to or from such Shipper were first transported pursuant to the Service, or in connection with use of the Service. Your obligation in this regard extends to instances where a Shipper contacts you and seeks to establish a business relationship that does not include Will Deliver. This provision shall continue in force beyond termination of this Agreement for one (1) year subsequent to termination.

If you book or otherwise make available any direct or indirect business relationship with any Shipper that was first introduced to you by Will Deliver in violation of this Agreement, you shall be jointly and severally liable with the Shipper to Will Deliver for each such violation in an amount equal to twenty percent (20%) of all revenues paid by the Shipper to you.

3.6 Trucker Liability for Cargo Loss or Damage

The Trucker is directly responsible for any cargo loss or damage in accordance with applicable law. Will Deliver does not assume any liability or financial responsibility for cargo, including any loss, theft, damage or delayed delivery thereof. In addition to any such liability, if Shipper assesses charges against Will Deliver with respect to late deliveries by Trucker, Trucker shall be responsible for such amounts regardless of whether there is loss, damage or destruction to the Shipment in question.

You should ensure in coordination with Shipper that adequate bracing and packaging for the safe stowage of cargo is used. The Shipper will take all reasonable steps to protect especially fragile cargo, including securing or wrapping the cargo in protective packaging, to minimize the risk of damage to said cargo during transportation. In any event, the Trucker reserves the right to decline to transport cargo that the Trucker deems to be highly vulnerable to damage during transportation.

Will Deliver may assist Shippers with claims against Truckers for lost, damaged, delayed or destroyed cargo and Trucker acknowledges and agrees that Will Deliver may likewise file such claims directly as the assignee of the Shipper. Shipper and Will Deliver shall have thirty (30) days from the date of delivery of any Shipment (or, if no delivery, then not less than thirty (30) days from the date on which delivery should have occurred) during which to file claims. Shipper and Will Deliver shall have not less than two (2) years from the date of denial of all or any part of any such claim during which to initiate a legal proceeding with respect to such claim. Trucker will pay, deny or offer to settle any claim hereunder within thirty (30) days of submission.

Shipper shall have sole discretion as to whether to allow salvage of any damaged Shipment. If no salvage is allowed, Trucker shall not be entitled to a credit for salvage value. Any expenses incurred in preparation of goods for salvage shall be borne by Trucker.

Trucker will abide by any cargo handling instructions communicated to Trucker by Will Deliver or the Shipper, including any regarding provision of temperature-controlled service. If cargo is tendered and a reasonable person would understand such cargo to require controlled temperature service, and no such service has been requested, Trucker shall contact Will Deliver immediately and in any event, prior to loading any such cargo onto Trucker’s conveyance. Without limiting the foregoing, if Trucker is providing service with respect to commodities requiring temperature control, Trucker shall ensure that its equipment is pre-cooled to required temperature ranges prior to or at the time of loading, and shall ensure that temperature is maintained at all times within specified temperature ranges. Trucker acknowledges and agrees that failure to abide by instructions regarding handling of food or evidence of possible unauthorized access to shipments may result in rejection of shipments due to possible adulteration or contamination.

Any attempt to limit your liability for lost, destroyed, damaged or delayed Shipments shall be deemed null and void. Exclusions in your insurance coverage shall not exonerate you from this liability.

3.7 Shipping Documents

You shall not insert “Will Deliver” or “Will Deliver Ltd.” on any receipt, bill of lading, manifest, or other shipping document. In the event you do so, such insertion shall be deemed to be for your convenience, or due to your oversight, and shall not operate to alter Will Deliver’s status as a Broker, or the Trucker’s status as the responsible Trucker. The provisions set forth in any shipping document maintained by Trucker (including, but not limited to, any bill of lading, proof of delivery, Trucker tariff, rate confirmation sheet or other documentation) shall not apply to any transportation performed pursuant to Compliance with Instructions.

3.8 Compliance with Instructions

Trucker shall comply with any and all instructions regarding the handling of the Shipment which are communicated to Trucker by Shipper or Will Deliver, whether pursuant to the Service, on the applicable bill of lading, or via other documentation provided to the Trucker. In addition, Trucker shall, and shall cause its drivers, to comply with facility rules in effect at any locations where Trucker is performing pick-up or delivery services.

You understand and agree that Will Deliver, from time to time, enters into master transportation contracts or like documents with certain Shippers. Such contracts often provide that their terms preempt and govern over any term within a bill of lading or other shipping document that conflicts or is otherwise inconsistent with the contracts. To the extent any transport you undertake hereunder is governed by a contract between Will Deliver and a Shipper containing such a clause, you agree that any bill of lading or other document you issue shall be subordinate to and preempted by such contract’s terms. Will Deliver will advise you on request as to whether any such master transportation contract or like document containing a preemptive clause exists with respect to specific shipments you undertake.

3.9 Indemnity

TRUCKER SHALL DEFEND, INDEMNIFY, AND HOLD WILL DELIVER, THE SHIPPER, AND EACH OF THEIR AFFILIATED ENTITIES HARMLESS FROM AND AGAINST, AND SHALL PAY AND REIMBURSE, ANY AND ALL DIRECT OR INDIRECT LOSS, LIABILITY, DAMAGE, CLAIM, FINE, COST OR EXPENSE, INCLUDING REASONABLE ATTORNEY’S FEES, ARISING OUT OF OR IN ANY WAY RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT BY TRUCKER, ITS EMPLOYEES, SUBCONTRACTORS OR INDEPENDENT CONTRACTORS (COLLECTIVELY, THE “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR OR RELATED TO PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE AND TRUCKER’S POSSESSION, USE, MAINTENANCE, CUSTODY OR OPERATION OF THE EQUIPMENT; PROVIDED, HOWEVER, THAT TRUCKER’S INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH WILL NOT APPLY TO THE PRORATED EXTENT THAT ANY CLAIM IS DIRECTLY AND PROXIMATELY CAUSED BY THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE PARTY TO BE DEFENDED, INDEMNIFIED OR HELD HARMLESS. TRUCKER HEREBY EXPRESSLY WAIVES ANY EXCLUSIVE REMEDY DEFENSE, INCLUDING, BUT NOT LIMITED TO, THOSE AVAILABLE UNDER ANY WORKERS’ COMPENSATION OR OTHER OCCUPATIONAL ACCIDENT STATUTORY REGIME, TO THE EXTENT NECESSARY TO EFFECTUATE TRUCKER’S OBLIGATIONS UNDER THIS PROVISION.

4. TRUCKER SELECTION

Will Deliver is not responsible in any way for the acts and/or omissions of Truckers or their drivers.

Will Deliver provides a means for Shippers and Truckers to rate and review each other and to have those ratings made available to other Users. We do not express any opinion, nor does Will Deliver make any assurances regarding, the truth or accuracy of any User reviews or ratings. Will Deliver does not regularly monitor or remove reviews or ratings, or any portion thereof, unless they contain Content we deem inappropriate in our sole discretion.

5. PAYMENT TERMS

For each Shipment, Shipper will pay Will Deliver the freight charge quoted to, and accepted by, the Shipper. This charge will include, but not limited to, the fee quoted by the Trucker (“Trucker fee”), Will Deliver’s service fee and any applicable taxes.

Will Deliver shall pay your Trucker Fee to you regardless of whether Shippers pay Will Deliver. Payment will be made no later than one business day after successful completion of the Shipment, and by bank transfer or any other third-party payment processing service agreed by you and Will Deliver.

In exchange for this guarantee of payment, you shall not invoice or otherwise attempt to collect any amounts related to services provided with respect to any Shipment from any Shipper or any other third party; Trucker shall look solely to Will Deliver for payment of freight charges hereunder. You hereby waive any right you may otherwise have to proceed or commence any action against any Shipper for the collection of any freight bills arising out of transportation services hereunder.

You agree that you are responsible for the collection and/or payment of all taxes, which you may be liable for arising from your use of the Service. Will Deliver is not responsible for collecting, reporting, paying, or remitting to you any such taxes.

6. LICENSES

6.1 Accounts

In order to use certain features of the Service, you must register for an account with Will Deliver (“Account”) and provide certain information as prompted by the registration and Shipment creation form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by contacting Will Deliver or following the instructions on the Service. You are responsible for maintaining the confidentiality of your Account login credentials and are fully responsible for all activities that occur under your Account. You agree to immediately notify Will Deliver of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Will Deliver is not liable for any loss or damage arising from your failure to comply with the above requirements.

6.2 Telephone Calls and Text Messages

Upon registration for an account, you will be asked to provide us with a telephone number at which we can reach you. That number is required to connect Shippers with Truckers for the transportation of cargo and so that Will Deliver can reach you with informational calls and SMS and/or MMS text messages related to the transportation of cargo. The frequency of text messages that we send to you depends on your transactions with us and you consent to receive text messages sent through an automatic telephone dialing system. All calls to and from Will Deliver may be monitored or recorded for quality and training purposes.

You may receive promotional text messages in connection with your account.

We will treat data collected through text messages in accordance with our Privacy Policy.

6.3 Site

Will Deliver owns and retains ownership in the Site and all intellectual property therein. Subject to the terms of this Agreement, Will Deliver grants you a limited, non-transferable, non-exclusive, revocable license to use the Site for your internal business use during the term of this Agreement.

6.4 Mobile App

Will Deliver owns and retains ownership in the Mobile App and all intellectual property therein. Subject to the terms of this Agreement, Will Deliver grants you a limited, non-transferable, non-exclusive, revocable license to install and use the Mobile App, in executable object code format only, solely on your own handheld mobile device and for your internal business use during the term of this Agreement.

6.5 Restrictions

The rights granted to you in this Agreement are subject to the following restrictions:

a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service;
b) You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service;
c) You shall not access the Service in order to build a similar or competitive service; and
d) Except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.

7. INSURANCE

Will Deliver agrees to maintain, at its own expense, at all times, Goods-In-Transit insurance coverage for at least J$1,000,000.

Will Deliver’s Goods-In-Transit insurance is subject to the terms, conditions and certain limitations and/or exclusions as contained in the policy, and the terms, conditions and requirements as outlined within this Agreement, which are subject to change at any time. The existence of Will Deliver’s Goods-In-Transit insurance in no way shifts or places any legal or contractual liability on Will Deliver, nor does it exonerate the Trucker’s duties and liabilities under this Agreement.

8. OWNERSHIP

Will Deliver owns intellectual property rights in and to the Service, including but not limited to the Site, Mobile App, including all related software and servers, in and to our trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the “Marks”). Users acknowledge and agree that Will Deliver owns all right, title, and interest in and to the Service, including all intellectual property rights therein. Users understand and agree that without a written license agreement with Will Deliver, Users may not make any use of the Marks. Except as expressly granted in this Agreement, all rights, title and interest in and to the Service, and in and to the Marks are reserved by Will Deliver.

9. MODIFICATION OF THE SERVICE

Will Deliver reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that Will Deliver will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.

10. LIMITATIONS ON USE OF THE SERVICE

You agree not to use the Service to upload, transmit, display, or distribute any User Content that: (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way.

In addition, you agree not to use the Service to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means; (f) harass or interfere with another User’s use and enjoyment of the Service; or (g) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.

Will Deliver reserves the right to review any User Content, investigate, and /or take appropriate action against you in its sole discretion, including removing or modifying User Content, terminating your Account, and/or reporting you to law enforcement authorities. However, Will Deliver has no obligation, to monitor, modify or remove any User Content.

11. USER CONTENT

11.1 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 represent and warrant that your User Content does not violate any provision of this Agreement. For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Will Deliver. You acknowledge and agree that Will Deliver is not responsible for any loss or damage resulting from anyone’s use or reliance on User Content and Will Deliver makes no guarantees regarding the accuracy, completeness, usefulness currency, suitability, or quality of any User Content, and assumes no responsibility for any User Content.

11.2 License

Users hereby grant, and represent and warrant that they have the right to grant, to Will Deliver an irrevocable, nonexclusive, royalty-free and fully paid, sublicenseable, worldwide license, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels, now known or hereafter devised (including in connection with the Services and Will Deliver’s business and on third-party sites and services), without further notice to or consent from You, and without the requirement of payment to You or any other person or entity. All rights in and to the User Content not expressly granted to Will Deliver in this Agreement are reserved by Users.

11.3 Anonymous Data

Will Deliver may create anonymous data records (“Anonymous Data”) from your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. Will Deliver may use and disclose Anonymous Data for any purpose, including improving the Service.

11.4 Disclosure

Will Deliver may share your User Content (a) with third party service providers; (b) if another company acquires Will Deliver; and/or (c) to comply with relevant laws, to respond to subpoenas or warrants or assist in preventing any violation or potential violation of the law or this Agreement.

11.5 Copyright Complaints and Copyright Agent

Will Deliver respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Services infringe upon your copyrights, please send the following information to Will Deliver’s Copyright Agent at info@willdeliver.com;

    • A description of the copyrighted work that you claim has been infringed, including specific location on the Services where the material you claim is infringing is located. Include enough information to allow Will Deliver to locate the material, and explain why you think an infringement has taken place;
    • A description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
    • Your address, telephone number, and e-mail address;
    • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
    • A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
    • An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
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  • We may terminate access, usage or subscription to the Site, as the case may be, for repeat infringers in appropriate circumstances.

12. THIRD PARTY SITES AND LOCATION INFORMATION

12.1 Third Party Sites

The Service might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites”). Such Third Party Sites are not under the control of Will Deliver and Will Deliver is not responsible for any Third Party Sites. Will Deliver does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.

12.2 Location Information

Location data provided by the Service is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage, or other loss. Neither Will Deliver, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services, whether provided by Will Deliver, third party content providers, or Users.

Geolocational data that You upload, provide, or post on the Services may be accessible to certain Users of the Services. You assume any and all risk of providing such data to other Users of the Services.

13. INDEMNITY

13.1 Indemnification of Will Deliver

You agree to defend, indemnify and hold Will Deliver (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your (i) use of the Service, (ii) User Content, (iii) interaction with any other User, (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) your shipment services. Will Deliver reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Will Deliver. Will Deliver will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

13.2 Indemnification of Shipper

You agree to defend, indemnify and hold Shippers (and their officers, employees, and agents) harmless, including costs and attorneys’ fees, from any and all damages, claims or losses arising out of your performance of this Agreement, to the extent such damages, claims or losses are caused by you or your employees’ or agents’ negligence or intentional conduct.

14. CHOICE OF LAW

This Agreement shall in all respects be interpreted, construed in accordance with, and governed by the internal laws of Jamaica, without regard to its principles regarding conflict of laws. In the event of any litigation between the parties related to this Agreement, the parties agree to submit to personal and exclusive jurisdiction for such action in the Courts of Jamaica.

15. DISPUTE RESOLUTION

In the event of a dispute arising out of this Agreement related to claims by or against Will Deliver, the Parties shall use good faith efforts to resolve the dispute amicably. However, if the dispute cannot be resolved within thirty (30) days, either party may refer the matter to mediation by the Dispute Resolution Foundation. The dispute shall be referred to a single mediator to be agreed between the Parties from the approved roster of mediators accredited by the Dispute Resolution Foundation and any agreement reached between the parties at the mediation shall be binding.
This paragraph does not apply to claims you may have against a Shipper.

16. TERM OF AGREEMENT

This Agreement will remain in full force and effect while you use the Service. Will Deliver may at any time terminate this Agreement in its sole discretion if (a) you have breached any provision of this Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (b) Will Deliver is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); (c) Will Deliver has elected to discontinue the Service; or (d) for your poor performance as a Trucker in Will Deliver’s sole discretion. Upon termination of this Agreement, your Account and right to access and use the Service will terminate immediately.

17. GENERAL PROVISIONS

17.1 Changes to Agreement

This Agreement is subject to occasional revision by Will Deliver. In the event of any material changes made to the Agreement, Will Deliver will notify you by electronic mail, or other means of communication, before your next use of the changes on the Service. Any changes to this agreement will be effective upon the earlier of (a) the date you accept the new terms or (b) thirty (30) calendar days following your receipt of the notice of the changes. These changes will be effective immediately for new Users of the Service. Continued use of the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

17.2 Entire Agreement

This Agreement constitutes the entire agreement between you and us regarding the use of the Service and your provision of Trucker transportation services. In no event will any terms in Trucker’s tariff, bill of lading or other documentation apply to this Agreement. Will Deliver’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts.

17.3 Assignment

This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Will Deliver’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

17.4 Notices

Unless specified otherwise, any notices or other communications to you permitted or required under this agreement, will be provided electronically and given by Will Deliver via email, notifications within the Service, messaging service (including SMS), or any other contact method we enable and you provide.

Any notice to be given under this Agreement to Will Deliver shall be sent by electronic mail to info@willdeliver.com or by prepaid registered post to 11 Musgrave Avenue, Unit 12, Kingston 10, Jamaica, W.I.

17.5 Publication of Information and Confidentiality

Will Deliver has your permission to identify you as a customer of Will Deliver or user of our Services and to reproduce your name and logo on the Site and in any other marketing materials.

If you provide Will Deliver any feedback, suggestions, or other information or ideas regarding the Service (“Feedback”), you hereby assign to Will Deliver all rights in the Feedback and agree that Will Deliver has the right to use such Feedback and related information in any manner it deems appropriate. Will Deliver will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Will Deliver any information or ideas that you consider to be confidential or proprietary.

If Will Deliver, Shipper or Shipper’s Affiliated entities provide you with confidential information relating in any way to their business operations, you shall keep all information strictly confidential, unless disclosure is required by law or judicial process or such information is publicly known or obtained by you without any breach of any confidentiality agreement.

17.6 Severability

In the event that the operation of any portion of this Agreement results in a violation of any law, or if any provision herein is determined by a court of competent jurisdiction to be invalid or unenforceable, you agree that such portion or provision shall be severable and that the remaining provisions herein shall continue in full force and effect. The terms and conditions set forth herein shall survive the termination of this Agreement.

17.7 Disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WILL DELIVER EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. WILL DELIVER MAKES NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WILL DELIVER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

WILL DELIVER’S SERVICES MAY BE USED BY OTHER USERS TO REQUEST AND SCHEDULE TRANSPORTATION SERVICES FROM YOU, BUT YOU AGREE THAT WILL DELIVER HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE SERVICES OR ANY TRANSPORTATION SERVICES COORDINATED OR OFFERED BY YOU THROUGH THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU ASSUME ALL LIABILITY AND RISK OF USING THE SERVICES AND COORDINATING AND/OR OFFERING TRANSPORTATION SERVICES.

WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SITE OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS, OR “HACKERS”). WILL DELIVER ONLY OFFERS TECHNOLOGY THAT ENABLES TRUCKERS TO COORDINATE TRANSPORTATION SERVICES. WILL DELIVER IS NOT A TRUCKER. WE ARE NOT INVOLVED IN THE ACTUAL TRANSPORTATION OF CARGO. AS A RESULT, WE HAVE NO CONTROL OVER THE QUALITY OR SAFETY OF ANY VEHICLE, CARGO OR OF THE TRANSPORTATION THAT OCCURS AS A RESULT OF THIS SERVICE; NOR DO WE HAVE ANY CONTROL OVER THE TRUTH OR ACCURACY OF USERS’ INFORMATION LISTED ON WILL DELIVER. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE SERVICES AT ANY TIME WITHOUT NOTICE.

THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. WILL DELIVER ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. WILL DELIVER IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER’S OR TO ANY OTHER PERSON’S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES.

17.8 Limitation of Liability

WILL DELIVER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WILL DELIVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

WILL DELIVER SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR ANY THIRD PARTY. WILL DELIVER SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND WILL DELIVER’S REASONABLE CONTROL. IN NO EVENT SHALL WILL DELIVER’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES AND TRANSPORTATION SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED SEVENTY-FIVE THOUSAND JAMAICAN DOLLARS (J$75,000.00).

THE LIMITATIONS AND DISCLAIMER IN SECTIONS 10, 17.7, and 17.8 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN WILL DELIVER AND YOU.

17.9 Headings

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

If you have any questions about this Agreement, please contact Will Deliver at info@willdeliver.com