TERMS OF SERVICE AGREEMENT
This Terms of Service Agreement (the “Agreement”) contains the terms and conditions that govern your access to and use of the services and is an agreement between you and Uvaldi LLC. By registering for or using the services, you agree to be bound by the terms of this agreement. As used in this Agreement, “we”, “us”, and “Uvaldi” means the Uvaldi LLC, a company incorporated under the laws of the United States of America, having its registered office at 512 Delmar Ave, Glen Burnie MD, 20161, the United States of America is a technology company that provides a platform through (https://uvaldi.com), (the "Site") for the Shippers and the Carriers service companies to do business, and “you” means the Shipper and Carrier who has registered or enrolled to use Uvaldi website (https://uvaldi.com) and Service as defined below. Capitalized terms have the meanings given to them in this Agreement.
Account and Service.
As a technology company our services are limited to providing a platform to our Members (the “Service”). After Members are connected via Uvaldi platform i.e. (https://uvaldi.com), transaction between the Shippers and Carriers shall carry out independently without the involvement of Uvaldi. While we may facilitate the members, we will not attempt to mediate or resolve any open issues inclusive of non-payment and other ancillary and incidental matters thereto.
As part of the application to use our website (https://uvaldi.com), you must provide us with your legal name, address, phone number and e-mail address, as well as any other information we may request. We will create your account on our website.
You are responsible for all of your expenses in connection with this Agreement. To use the Service, you must provide us with valid credit card information from a credit card as well as valid bank account information for a bank account. You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Service as necessary to ensure that it at all times remains accurate, complete, and valid. If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms, or other risks to us or third parties, then we may in our sole discretion suspend or terminate your account as long as we determine any related risks to us or third parties persist. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our policies, then we may in our sole discretion permanently suspend your account. In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or other risks to us or third parties.
We may at any time without notifying you make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Service.
You will afford to us all reasonable co-operation in all matters relating to the performance of our obligations under the Agreement. In particular but without limitation to this clause, you will:
promptly and fully respond to all our communications relating to the provision of the Service and ensure (if applicable) that appropriate and suitably qualified members of your staff are at all reasonable times available to liaise with us on matters relevant to the provision of the Service; and
pay all charges promptly when due and if not paid on the due date to pay such applicable default interest at the specified rate from time to time in force.
We may elect to suspend the provision of Service if you in breach of the provisions of the Agreement and these Terms and may at our entire discretion first serve notice of its intention to suspend provision of the Service and allow you 07 days to remedy such breach failing which the Service shall be suspended upon notice without prejudice to the payment obligations and liability.
The Uvaldi site and the Service, including all content, software, functions, materials, and information made available on or provided in connection with the service and as a user of the Service, you use the Uvaldi site and the Service at your own risk and peril. We disclaim:
any representations or warranties regarding this Agreement, the Service or the transactions contemplated by this Agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement;
implied warranties arising out of course of dealing, course of performance, or usage of trade; and
any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. We do not warrant that the functions contained in the Uvaldi site and the Service will meet your requirements or be available, timely, secure, uninterrupted, or error free, and we will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any Transactions.
Whereas, because Uvaldi is not involved in transactions between Shipper and Carrier, if a dispute arises between one or more participants, each participant hereby releases Uvaldi and its agents and employees from claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Term. This Agreement shall commence on the date of your completed registration for use of a Service.
Termination. We may permanently terminate your account or this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your account or this Agreement immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Service has harmed, or our controls identify that it might harm, other Members or Uvaldi’s legitimate interests. We will promptly notify you of any such termination or suspension via email, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.
Limitation of Liability. We shall not be liable to (whether in contract, warranty, tort (including negligence, product liability, or other theory), or otherwise) to you or any other person for cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this agreement, or to any third party for any loss of use, revenue, or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not we have been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
Fees and Expenses.
For the Service to be performed hereunder, you i.e. the Carrier shall pay us a fixed fee of standard 75/month, Gold 99/month or Premium 125/month (the "Fee") within 07 days of the date of our invoice.
You shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity hereunder. Except for invoiced payments that the you have successfully disputed, all late payments shall bear interest at the lesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.
If any payments remain outstanding for 10 days or more, your access to the Service may be suspended. You agree to pay all fees incurred by us in collecting outstanding Charges or sums.
All Charges and sums quoted (unless otherwise specified) are exclusive of any TAX, for which you will be additionally liable at the applicable rate from time to time.
You will reimburse us for all out-of-pocket expenses and expenses, operating costs, and disbursements incurred by it in connection with the Service.
Taxes. You shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
Authorisation and Materials. The data, database, materials, text, graphics, photos, designs, trademarks, information or other copyright work and any other intellectual property rights of the Site exclusively belong to You will indemnify us on a full indemnity basis against any loss, damages, costs, expenses or other claims arising from any infringement resulting from use of the information supplied.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials, will be owned by us.
You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through this Site, or of any intellectual property rights relating to those products or services.
All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by us to you, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”, in connection with the provision of the Service and this Agreement is confidential, and shall not be disclosed or copied by you without our prior written consent. Confidential Information does not include information that is in the public domain or is known to you at the time of disclosure.
We will be entitled to injunctive relief for any violation of this Section.
Indemnity and Attorney’s Fee. You will defend, indemnify, and hold harmless Uvaldi against any third-party claim, loss, damage, settlement, cost, expense, or other liability including, without limitation, attorneys’ fees arising from or related to (a) your non- compliance with applicable Laws; (b) Your Products, including the offer, sale, refund, cancellation, return, or adjustments thereof, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.
Disclaimer of Warranties. We make no warranty whatsoever with respect to the services, including any (a) warranty of merchantability; or (b) warranty of fitness for a particular purpose; or (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
Shipments; Delivery; Title and Risk of Loss.
You will assume the risk. Members will pay all shipping and handling charges in your role as a shipper or carrier.
We will not be responsible for the title and risk of loss. We are not liable for any delays in shipments.
Dispute Resolution and Binding Arbitration.
You are agreeing to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration.
Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and us arising from or relating in any way to Service through the Site, will be resolved exclusively and finally by binding arbitration.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. (The AAA Rules are available at org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 10 consecutive days following written notice given by it under this clause, the other party/either party may thereafter terminate this Agreement upon 30 days' written notice.
Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Maryland.
Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. No assignment or delegation relieves you of any of your obligations under these Terms.
No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail. Notices provided by personal delivery will be effective immediately. Notices provided by registered or certified mail will be effective three business days after they are sent.
Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
Entire Agreement. These Terms will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.