You agree to the terms and conditions outlined in this Terms of Use Agreement (the "Agreement") with respect to our site (the "Site"). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement includes the API Terms and Conditions, the Vendor Terms and Conditions, the Rating Policy, the Routing System Terms and Conditions and the Privacy Policy, all of which are accessible through links in this Agreement, are hereby incorporated herein by reference and form an integral part hereof. This Agreement also references the payment portal service that TruckDown is now making available to you (regardless of whether you are a Vendor or a User, as those terms are defined below) as a result of its agreement with Corporate Billing llc. THIS AGREEMENT MAY BE AMENDED BY US AT ANY TIME OR FROM TIME TO TIME WITHOUT SPECIFIC NOTICE TO YOU. THE LATEST AGREEMENT WILL BE POSTED ON THE SITE (AND APPROPRIATELY DATE-STAMPED), AND YOU SHOULD REVIEW ANY AMENDED AGREEMENT PRIOR TO RE-USING THE SITE. WHETHER OR NOT YOU REVIEW THIS AGREEMENT, IN ITS INITIAL OR ANY AMENDED VERSION, YOU WILL BE BOUND BY ITS TERMS.

You are granted a non-exclusive, non-transferable and revocable license to:

1. access and use the Site strictly in accordance with this Agreement;
2. use the Site to advertise your products and/or services (if you are a Vendor of products and/or services who wishes to advertise same to other users of the Site (a “Vendor”) or to search for products and/or services that you or the person for whom you are searching (a “User”) need to acquire from a Vendor); and
3. to print out discrete information from the Site solely for the purposes referred in paragraphs (a) and (b) of this Section 2 and provided that you maintain all copyright and other notices contained therein. No print out or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

If you are accessing the Site through an approved API (Application Programming Interface), all such access must comply with our API Terms and Conditions, which may be accessed by clicking on this link to API Terms and Conditions.

Your license for access and use of the Site, regardless of how you access the Site (including for greater certainty through an API), and any information, materials or documents provided in or by the Site (collectively defined as “Content”) is subject to the following restrictions and prohibitions on use. You shall not, and you shall not assist or enable others to:

1. copy, print (except for the express limited purpose permitted by Section 2(c) above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content retrieved therefrom; or
2. use the Site or any Content obtained from the Site to develop, of or as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism, or that is otherwise made available to the public in any manner whatsoever including on a non-commercial basis; or
3. create compilations or derivative works of any Content from the Site; or
4. modify any of the Content; or
5. create or disclose metrics about, or perform any statistical analysis of, the Site or any of the Content; or
6. display any of the Content in a manner that could reasonably imply an endorsement, affiliation, sponsorship or other relationship between you or a third party and TruckDown; or
7. use any Content from the Site in any manner that may infringe any copyright, trademark or other intellectual property or proprietary right of us or any third party; or
8. remove, change or obscure any copyright notice or other notice or terms of use contained in the Site; or
9. make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology, now existing or developed in the future; or
10. remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; or
11. use any automatic or manual process to harvest information from the Site; or
12. use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; or
13. use the Site in any manner that violates any applicable state, federal, provincial or other law; or
14. export or re-export the Site, or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of Canada or the United States.

If you are a Vendor and request a Vendor listing on the Site, you must first agree to be bound by this Agreement and then you must also agree to be bound by the additional Terms and Conditions Applicable to Vendors, which may be accessed by clicking on this link to Vendor Terms and Conditions. Our Site provides Users with the opportunity to rate Vendors in accordance with our Vendor Rating Policy, which may be accessed by clicking on this link to Rating Policy.

If you wish to use the routing system available on the Site, you must first agree to be bound by this Agreement and then you must also agree to be bound by the Routing System Terms and Conditions, which may be accessed by clicking on this link to Routing System Terms and Conditions.

If you are a User, you may use the Site without creating a User Account so long as you first agree to be bound by this Agreement. Creating a User Account will both enhance your experience with the Site and allow you to customize the Site for your own purposes in many ways, including being able to:

1. request that specific Vendors be approached by us to be listed on the Site;
2. identify your preferred Vendors;
3. identify Vendors who you do not wish to use;
4. add/edit confidential comments referencing particular Vendors;
5. rate Vendors in accordance with our Vendor Rating Policy, which may be accessed by clicking on this link to Rating Policy;
6. provide feedback to us with respect to Vendor listings that have errors; and
7. provide us with suggestions for improving the Site.

If you would like to create a User Account, you must comply with the User Account registration and activation process contemplated by the Site, including completing the Application for Registration in all respects with truthful, accurate and complete information. We reserve the right to terminate a User Account or to otherwise deny a User access to the Site for any reason which we in our sole discretion consider appropriate including, without limitation (1) any misrepresentation in the information provided in any Application for a User Account; (2) any use of a User Account to rate Vendors unfairly or to otherwise provide us with misleading information regarding any Vendor or this Site; and (3) any breach of this Agreement.

We do not represent or warrant that:

1. the Site will be error-free, free of viruses or other harmful components, or that defects will be corrected; or
2. the information available on or through the Site will be correct, accurate, complete, timely or otherwise reliable.

We may make changes to the features, functionality or content of the Site at any time. We reserve the right in our sole discretion to edit, delete or add at any time or from time to time any Content appearing on the Site without notice to you.

We do not endorse or recommend the products or services of any Vendor.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other intellectual property rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as expressly allowed by Section 2, is strictly prohibited. You do not acquire ownership rights to any Content viewed through the Site. The posting of Content on the Site does not constitute a waiver of any right in such Content. Some of the Content on the Site is the copyrighted work of third parties.

"TruckDown", and any version thereof that appears on the Site, is the trademark of TruckDown Info International, Inc. Other product, service and company names mentioned on the Site may be trademarks of their respective owners.

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

Your right to use the Site is not transferable or assignable. Any user name, password or activation key given to you is not transferable or assignable. You will not reveal your user name, password or activation key to any third party, and you will take all reasonable steps to protect same against disclosure to a third party.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US AND OUR DIRECTORS, OFFICERS, EMPLOYEES, OTHER REPRESENTATIVES, SUBCONTRACTORS, AFFILIATES, SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, EXPENSES AND CLAIMS OF ANY NATURE OR KIND WHATSOEVER, INCLUDING REASONABLE ATTORNEY’S FEES, DIRECTLY OR INDIRECTLY RELATED TO YOUR VIOLATION OF ANY PROVISION OF THIS AGREEMENT, YOUR USE OF THE SITE AND/OR ANY INABILITY TO USE THE SITE FOR ANY REASON WHATSOEVER.

THE SITE AND ALL CONTENT PROVIDED FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS" AND "AS AVAILABLE", AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE). YOUR USE OF THE SITE, AND OF ANY CONTENT, PRODUCTS, SERVICES OR OTHER INFORMATION ACCESSED ON OR THROUGH THE SITE (INCLUDING FOR GREATER CERTAINTY THROUGH ANY API), IS AT YOUR OWN RISK.

(a) WE SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY NATURE OR KIND WHATSOEVER DIRECTLY OR INDIRECTLY RESULTING IN ANY WAY FROM (1) ANY ERRORS IN OR OMISSIONS FROM THE SITE OR ANY PRODUCTS, SERVICES OR INFORMATION OBTAINABLE THEREFROM; (2) THE UNAVAILABILITY OR INTERRUPTION OF THE SITE OR ANY FEATURES THEREOF; (3) ANY DELAY OR FAILURE IN PERFORMANCE OF THE SITE; (4) YOUR USE OF THE SITE OR YOUR INABILITY TO ACCESS OR USE THE SITE FOR ANY REASON WHATSOEVER (INCLUDING FOR GREATER CERTAINTY THROUGH ANY API); (5) YOUR USE OF ANY OF THE CONTENT CONTAINED ON OR OTHERWISE ACCESSIBLE THROUGH THE SITE; OR (6) YOUR USE OF ANY OF THE PRODUCTS, SERVICES OR OTHER INFORMATION ACCESSED THROUGH THE SITE.

(b) REGARDLESS OF CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR PRODUCTS LIABILITY, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY NATURE OR KIND WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSSES OR DAMAGES ARISING OUT OF OR RESULTING IN ANY MANNER WHATSOEVER FROM ANY USE OF OR ANY INABILITY TO ACCESS OR USE THE SITE FOR ANY REASON WHATSOEVER (INCLUDING FOR GREATER CERTAINTY THROUGH ANY API), ANY CONTENT, OR ANY PRODUCTS, SERVICES OR INFORMATION PROVIDED IN OR BY THE SITE, LOST PROFITS OR LOST GOODWILL, FAILURE TO REALIZE SAVINGS, OR FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY THIRD PARTY, EVEN IF WE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE REASONABLY FORESEEABLE.

(c) THE DISCLAIMERS OF LIABILITY SET FORTH ABOVE IN SECTIONS 15(a) AND 15(b) ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN US AND YOU. THIS SITE AND THE CONTENT, AS WELL AS THE PRODUCTS, SERVICES AND INFORMATION PROVIDED IN OR BY THE SITE, WOULD NOT BE PROVIDED IN THE ABSENCE OF SUCH DISCLAIMERS.

We reserve the right, and you authorize us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy (see Section 17 below). All remarks, suggestions, feedback and ideas communicated by you to us (collectively defined as a "Submission") will forever be our property. For greater certainty, we will have exclusive ownership of all present and future rights to each Submission of every nature and kind whatsoever, everywhere. We will be entitled to use any Submission for any commercial or other purpose whatsoever, without compensation to you or any other person who submits the Submission to us.

Our Privacy Policy, as it may change from time to time, is a part of this Agreement. You must review this Privacy Policy by clicking on this link to Privacy Policy.

In addition to the links in the Site to the API Terms and Conditions, the Vendor Terms and Conditions, the Rating Policy, the Routing System Terms and Conditions and the Privacy Policy, the Site contains links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on our Site does not imply approval or endorsement of the linked website by us. If you decide to leave our Site and access these third-party websites, you do so at your own risk.

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content provided in or by the Site.

This Agreement shall be treated as though it were executed and performed in Winnipeg, Manitoba, Canada, and shall be governed by and construed in accordance with the laws in force in the Province of Manitoba (without regard to conflict of law principles). Any cause of action by you with respect to the Site (and/or any Content or any products, services or information provided in or by the Site) must be instituted in the courts of the Province of Manitoba within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the disclaimers and other provisions set forth in this Agreement including, without limitation, the disclaimers in Sections 7, 14 and 15. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement for any reason whatsoever.