TERMS AND CONDITIONS OF USE

THE COLOADX CORPORATION

Version3.0

The following Terms and Conditions of Use (“Terms of Use”) are effective as ofFebruary 1, 2018. Prior to using the Website, users are required to read and accept these Terms of Use. These Terms of Use govern access to and use of the Website. By accepting these Terms of Use, users acknowledge that they have read, understand and agree to be bound by all of the provisions contained in herein.

  • 1. Introduction. The CoLoadXCorporation (“CoLoadX” or the “Company”) is a Delaware corporation that serves solely as a digital ocean freight marketplacethat was conceived, designed and built by a team of highly experienced freight forwarders, non-vessel operating common carriers (“NVOCC’s”)and purchasers of logistics services. CoLoadXowns and operates www.CoLoadX.com (the “Website”). This new and innovative platform providespurchasers of ocean cargo space(“Purchasers”)with easy access to excellent rates and a shortened timeframe in which to obtain the most competitive rates. NVOCC’s, as sellers of ocean cargospace, have access to a new and reliable mechanism through which they can easily and efficientlyconnect with Purchasers. NVOCC’s and Purchasers accessing the Website are collectively referred to herein as “Users” or individually as a “User.”CoLoadXoperates both a public marketplace and several private marketplaces. The public marketplaces is available to all Users. Private marketplaces function with only licensed ocean freight forwarders as Purchasers and NVOCC’s as sellers of ocean cargo space.
  • 2. Acceptance of Terms of Use and Access to Website. These Terms of Use, together with any other documents expressly incorporated herein by reference, form a legally-binding contract between CoLoadXand the User.In the event CoLoadX, in its sole judgment, determines that any User is in violation of these Terms of Use, or has acted in an unlawful, unethical or indecent manner with respect to use of the Website, CoLoadXmay suspend the account of such User and/or preclude such User from accessing the servicesof CoLoadX.
  • 3. Changes to Terms. CoLoadX reserves the right, at any time, with or without advance notice, to modify, amend, supplement, suspend, interpret and/or revoke (collectively referred to as “Changes”) any of these Terms of Use in its sole and absolute discretion. Any such Changes will take effect immediately upon being posted on the Website. Users must familiarize themselves with all Changes to these Terms of Use and, by continuing to access the Website following the time any Changes are posted on the Website, are deemed to have accepted the Changes. In the event of any Changes, transactions initiated prior to the effective date of such Changes shall be governed by the version of the Terms of Use in effect prior to the initiation of such transaction.
  • 4. CoLoadx is a Facilitator Only. The Website is an exchange that serves as a vehicle through which NVOCC’s and Purchasers are connected. In all cases, agreements for the provision of transportation services are entered into between Users and are governed by the terms and conditions of service or other documentation issued by the NVOCC and will be provided by the NVOCC to the Purchaser. Accordingly, any dispute relating to the agreement between Users is solely between such Users and does not involve CoLoadX. CoLoadX is not a transportation provider or freight broker and is not a party to any transaction between Users. CoLoadX serves ONLY as a neutral facilitator. CoLoadX does not endorse any NVOCC.
  • 5. No Representations or Warranties; Compliance with Laws. CoLoadX does not verify the information provided by the Users, nor does the Company make any representations or warranties relating to the accuracy of the information provided by any User. Each NVOCC is solely responsible for ensuring compliance with all applicable federal, state and local laws, rules and regulations, including but not limited to those relating to licenses, permits, registrations, authorizations and bonds. Furthermore, CoLoadX makes no representations or warranties regarding the quality of the services provided by any particular NVOCC, the reputation of any NVOCC or the accuracy of any content or information provided by any User. Access to the Website and the services provided by CoLoadX are provided “as-is” and CoLoadX specifically disclaims any and all warranties, conditions or representations (express, implied, statutory, oral or written) with respect to the Website and the service provided by CoLoadX, including, without limitation, any and all warranties of merchantability or fitness or suitability for any particular purpose, whether alleged to have arisen by law, by reason of custom or usage in the industry, or by course of dealing.
  • 6. Content and Information. Each User is solely responsible for all content posted on the Website by such User, or anyone claiming to act on their behalf, including but not limited to data, text, photographs and/or images. Content must not (i) be false, inaccurate or misleading; (ii) violate these Terms of Use; (iii) violate any applicable laws, regulations or accepted industry standards of conduct; (iv) infringe on any third party’s intellectual property rights, including but not limited to rights relating to copyrights, patents, trademarks, service marks, trade secrets or other proprietary rights; (iv) be libelous, defamatory, threatening, harassing, intimidating or obscene; or (v) link this Website to any other website without the prior written consent of CoLoadX, which may be withheld at the sole and absolute discretion of CoLoadX. CoLoadX does not claim ownership of any content posted on the Website by any User. The User grants to CoLoadX a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise any copyright, publicity and/or other rights the User may have in the content posted. CoLoadX owns all rights, title and interest in and to its content, including but not limited to copyrights, trademarks, trade names, service marks and other intellectual property, whether or not such intellectual property is registered in any jurisdiction.
  • 7. Fees and Charges of NVOCC/Sellers. All quotes and rates by an NVOCC shall include the transportation charges, any applicable surcharges, taxes and fees.
    1. Rates and charges are shown in US Dollars unless otherwise specified.
    2. Rates are subject to space and equipment availability.
    3. Rates are quoted to the destination port only and do not include any delivery charges at destination.
    4. Shipper is responsible for loading, blocking, and bracing of the container.
    5. Marine insurance, duties, taxes or government related charges are not included.
    6. For Port-to-Port rates Carrier Chassis is not provided for port-to-port.
    7. Rates are subject to DTHC and other destination fees when applicable.
    8. FAK General Cargo commodity exclusions: solid waste, electronic waste, forest products, agriculture products, resins, tobacco, clays, raw hide skins, leather, cotton, iron, steel, aluminum and aluminum articles, alcoholic beverages and spirts, household goods & personal effects, hazardous cargo, cargo requiring special equipment.
    9. Payment terms from the Forwarder/Buyer to CoLoadX are due 4 days before arrival at destination.
    10. Remittance from CoLoadX to the NVOCC/Seller is 3 days prior to scheduled arrival.
  • 8. CoLoadx Fees and Charges.
    1. In the case of the public marketplace, all fees and charges due to CoLoadX are paid by the participating NVOCC’s and are automatically charged to the NVOCC’s credit card or PayPal account on file with the Company. There are two separate fees and charges paid to CoLoadX: (i) the Monthly Subscription Fee: Each participating NVOCC pays a monthly subscription feeon the first day of each month for that month ’s subscription to the service. The subscription is a month- to-month commitment by the NVOCC; (ii) the Booking Fee: A separate booking fee is charged to the NVOCC for each shipment arranged through the Website. Once a Quote is accepted, CoLoadX invoices the NVOCC for the booking fee. The booking fee is twenty-five dollars ($25.00) per container, minimum of $50 per shipment. By way of example, one shipment consisting of one container incurs a booking fee of $50.00; one shipment consisting of two containers also incurs a booking fee of $50.00; one shipment consisting of three containers incurs a booking fee of $75.00. Any changes to this fee will be made as set forth in Section 3 hereof. In the event any NVOCC is barred from accessing the services of CoLoadX because such NVOCC has violated these Terms of Use or acted in an unlawful, unethical or indecent manner with respect to use of the Website, all fees paid by such NVOCC to CoLoadX shall be forfeited.
    2. In the private marketplaces, the fees and charges of CoLoadX are paid by the owner of the specific Private Marketplace. Terms are defined in the CoLoadX User Agreement between CoLoadX and the Private Marketplace owner.
  • 9. Relationship to CoLoadx. Use of the Website does not confer any agency, partnership, affiliation, association, employment, independent contractor or other relationship between CoLoadX and the User.
  • 10. Non-Disclosure of Confidential Information. Through their use of the Website, Users may gain access to the confidential and proprietary information of CoLoadX, including but not limited to information relating to CoLoadX’s business plans, products, policies, software, technology, source codes, sales and marketing plans and strategies, financial information, costs, pricing, customers, suppliers, research and development, intellectual property (patents, copyrights, trademarks, trade names and service marks), trade secrets and know-how (“Confidential Information”). All Confidential Information is the sole and exclusive property of CoLoadX and shall be used by the Users or the employees or authorized representatives of any User only for purposes relating to the Website. Each User agrees, and will require its employees and authorized representatives to agree, not to use the Confidential Information of CoLoadX for any purpose other than in connection with the Website and will not use such Confidential Information for the benefit of any third party without the prior written consent of CoLoadX. Each User agrees to use a reasonable degree of care, but in no event less than the same degree of care that such User uses to protect its own confidential and proprietary information of similar importance, to prevent the unauthorized use or disclosure of CoLoadX’s Confidential Information. Notwithstanding the foregoing Confidential Information does not include information that: (i) is now or subsequently becomes generally available to the public through no fault or breach of these Terms of Use on the part of the User; (ii) is rightfully known by the User at the time of disclosure without restrictions on use or disclosure; (iii) is independently developed by the User without use of any Confidential Information; (iv) user rightfully obtains from a third party that has the right to transfer or disclose the Confidential Information; (v) is disclosed with the prior written consent of CoLoadX. Nothing herein shall preclude a User from disclosing CoLoadX’s Confidential Information if disclosure is pursuant to a court or governmental agency order or lawfully-issued subpoena. However, if any User receives an order issued by a court or governmental agency, or a lawfully-issued subpoena, such User shall promptly provide written notice to CoLoadX at info@CoLoadX.com and shall cooperate with CoLoadX, at the expense of CoLoadX, in the event CoLoadX decides to seek a protective order or other similar remedy. Users acknowledge that in the event of a breach of this provision by a User or anyone acting on behalf of a User, CoLoadX will sustain irreparable harm and monetary damages would not be an adequate remedy for CoLoadX. Accordingly, CoLoadX shall be entitled to injunctive relief in addition to any other available legal remedies.
  • 11. Limitation of Liability. The maximum liability of CoLoadX to any User shall not exceed the greater of (i) the total sum of fees paid to CoLoadX by User during the three (3) months immediately preceding the date of the claim asserted by User; or (ii) US$500.00. Under no circumstances shall CoLoadX be liable for any indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the use of the Website, including without limitation damages for lost profits, lost revenues, loss of goodwill, loss of data, service interruption, computer damage, system failure or interference with business, regardless of the foreseeability of such damages.
  • 12. Indemnification. Each User shall indemnify, defend and hold harmless CoLoadX, as well as its subsidiaries, affiliated entities, licensors and subcontractors as well as their respective directors, officers, members, partners, employees, representatives, agents, subcontractors, successors and assigns from and against any and all liabilities, losses, damages, claims, suits, awards, demands, fees (including reasonable legal fees), costs, fines, penalties and/or damages arising from or relating to any (i) failure of User to comply with these Terms of Use; (ii) use of the Website by User; (ii) violation of law by User; or (iii) negligence or willful act or omission of User. The indemnifying User shall defend any such claim by retaining legal counsel reasonably acceptable to CoLoadX or other indemnified party.
  • 13. Notice Pursuant to the Digital Millennium Copyright Act of 1998 (DMCA Notice). CoLoadX respects the intellectual property rights of others and expects those accessing the Website to do the same. If any User or other visitor to the Website believes that their work has been copied without their authorization or used in any manner that constitutes copyright infringement, or any User or other visitor to the Website believes that their intellectual property rights have been otherwise violated, notification may be submitted in accordance with the Digital Millennium Copyright Act of 1998, a copy of which can be found on the U.S. Copyright Office website (http://www.copyright.gov/legislation/dmca.pdf). Such notification must include the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Website; (iv) your address, telephone number and e-mail address; (v) 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; and (vi) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf. Notices regarding claims of copyright or other intellectual property infringement should be submitted to info@CoLoadX.com or to The CoLoadX Corporation, 150-14, 132nd Avenue, Jamaica, NY 11434 (Attention: Administrator).
  • 14. Governing Law and Jurisdiction. Any dispute arising under or relating to these Terms of Use or other aspect of the Website or the services provided by CoLoadX shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws rules of any jurisdiction. Any legal action arising under or relating to these Terms of Use or other aspect of the Website or the service provided by CoLoadX shall be brought exclusively in the state or federal courts located in the State of New York, County of New York. Each User irrevocably consents to the personal jurisdiction of the such courts and the venue set forth herein.
  • 15. Severability. In the event any provision of these Terms of Use is determined to be invalid or unenforceable by a court or agency of competent jurisdiction, such invalid or unenforceable provision shall be severed from these Terms of Use and the remaining provisions hereof shall remain in full force and effect.
  • 16. Waiver. The failure of CoLoadX to enforce any term or condition of these Terms of Use shall not be deemed a further or continuing waiver of such term or condition or waiver of any other term or condition and CoLoadX shall have the right to enforce such term or condition in the future.
  • 17. Entire Agreement. These Terms of Use constitute the entire agreement between the User and CoLoadX with respect to the Website and the services provided by CoLoadX and supersede any and all prior agreements and understandings with respect to the subject matter set forth herein.

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