TERMS AND CONDITIONS

These Terms and Conditions (this “Agreement”) concern the Delivered Cold marketplace and related online platforms hosted and operated by Frozen Logistics, LLC (together with its websites, portals, pages, and features, the “Marketplace”) and all associated services described further below (the “Services”). This Agreement is made and entered into by and between you, and any person, individual, employee, or entity helping you visit, access, register with, or use the Marketplace or the Services (collectively, “you” or “your”), on the one hand, and Frozen Logistics, LLC (together with its subsidiaries and affiliates, “Frozen Logistics”), on the other hand. You and Frozen Logistics are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.


PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE MARKETPLACE OR THE SERVICES BECAUSE IT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND FROZEN LOGISTICS. THIS INCLUDES THE “DISPUTE RESOLUTION” CLAUSE CONTAINED IN THIS AGREEMENT, WHICH PROVIDES FOR BINDING ARBITRATION AND WAIVERS OF JURY TRIALS AND CLASS ACTIONS.


YOU ARE AUTOMATICALLY ACCEPTING AND AGREEING TO THE MOST RECENT VERSION OF THIS AGREEMENT WHENEVER YOU VISIT, ACCESS, REGISTER WITH, SUBSCRIBE TO, OR USE THE MARKETPLACE OR THE SERVICES; AND YOUR CONTINUING VISIT, ACCESS, REGISTRATION WITH, SUBSCRIPTION TO, OR USE OF ANY OF THE FOREGOING REAFFIRMS YOUR ACCEPTANCE AND AGREEMENT IN EACH INSTANCE. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT IN ITS ENTIRETY, THEN YOU ARE STRICTLY PROHIBITED FROM VISITING, ACCESSING, REGISTERING WITH, SUBSCRIBING TO, OR USING THE MARKETPLACE OR THE SERVICES.


FROZEN LOGISTICS MAY SUPPLEMENT, AMEND, OR OTHERWISE MODIFY THIS AGREEMENT AT ANY TIME. SUCH MODIFICATIONS WILL BE POSTED ON THIS OR ANOTHER PAGE OF THE MARKETPLACE, EMAILED TO THE EMAIL ADDRESS ASSOCIATED WITH YOUR USER ACCOUNT (AS DEFINED BELOW), OR POSTED TO YOUR USER ACCOUNT, AS APPLICABLE AND AS FROZEN LOGISTICS DEEMS APPROPRIATE IN ITS SOLE DISCRETION. SUCH MODIFICATIONS SHALL BE DEEMED EFFECTIVE AS OF THEIR STATED EFFECTIVE OR MODIFICATION DATES. IT IS YOUR RESPONSIBILITY TO CAREFULLY REVIEW THIS AGREEMENT AND YOUR USER ACCOUNT EACH TIME YOU VISIT, ACCESS, REGISTER WITH, SUBSCRIBE TO, OR USE THE MARKETPLACE OR THE SERVICES.


  1. Eligibility. The Marketplace and the Services are offered only to users eighteen (18) years of age or older, or otherwise the age of majority in each user’s respective jurisdiction, and who have accepted this Agreement. By visiting, accessing, registering with, subscribing to, or using the Marketplace or the Services, you represent and warrant to Frozen Logistics that you meet these eligibility requirements. You agree to comply with all applicable laws for visiting, accessing, registering with, subscribing to and using the Marketplace and the Services, and for purchasing and using any products or services on or through the Marketplace, and you may only use them for lawful purposes.


  2. Privacy. Frozen Logistics respects the privacy of others. Frozen Logistics’ policies concerning the collection and use of your personal information in connection with the Marketplace are set forth in Frozen Logistics’ Privacy Policy, which you should carefully review each time you visit, access, register with, subscribe to, or use the Marketplace or the Services.


  3. Description of Services. The following further describes the Services. Frozen Logistics reserves the right, but not the obligation, to change or otherwise alter the operation, features, and content of the Services as Frozen Logistics sees fit in its sole discretion from time to time.


    1. Online Platform. The Services include the provision of the Marketplace online platform, which allows buyers (the “Buyers”) to purchase goods, products and services (collectively, the “Products”) offered by suppliers and sellers (the “Sellers”) who have either loaded their catalogs into Marketplace or have made available for sale using integrations, API, punch-out or other connection to Marketplace. Except in circumstances in which Frozen Logistics may offer order fulfillment services for certain Products on behalf of a Seller, which shall be indicated on the Marketplace with respect to such Products, Frozen Logistics itself does not provide, and is not responsible for, the provision of any Products. Rather, Frozen Logistics merely provides access to the Marketplace. Frozen Logistics reserves the right, but not the obligation, to change or otherwise alter the operation, features, and content of the Marketplace or the Services as Frozen Logistics sees fit in its sole discretion from time to time.

    2. Relationship. In no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement, the Marketplace, a Party’s visit to, access of, registration with, or use of the Marketplace or the Services or a Party’s offering, marketing, provision, performance, acceptance, or use of any product or service on, through or in relation to the Marketplace or the Services create any type of fiduciary, franchise, agency, employment, independent contractor, partnership, or joint venture relationship between Frozen Logistics, you or any other user of the Marketplace or the Services. Certain relationships between a user and Frozen Logistics may be created pursuant to a separate, written contract or arrangement entered by the parties, and the terms of such special relationship would be governed by such separate, written contract or arrangement.

    3. Submissions. Frozen Logistics does not accept unsolicited materials or ideas for content, and you acknowledge and agree that neither Frozen Logistics, nor any of the users of the Marketplace or the Services (including, without limitation, any Buyer or Seller) is responsible or liable to you for the similarity of any information or content submitted, published, provided or made available by you on, through, or in relation to the Marketplace, the Services, or your User Account.

    4. Controversy Among Users. If a controversy arises between you and another user of the Marketplace and the Services, you release Frozen Logistics (and its agents, employees, and representatives) from claims, demands, and damages (both actual and consequential) of every kind and nature (whether known or unknown, suspected or unsuspected, or disclosed or undisclosed) arising out of or in any way connected with such controversy. Frozen Logistics will not act as your or any other user’s agent in connection with resolving any such controversies.


  4. Ownership. The Marketplace and all elements and derivatives of the Platform (including, without limitation, all content, information, source codes, object codes, data, instructions, documentation, and expressions), as well as all copyrights, trademarks, trade secrets, and other intellectual properties of the foregoing, are owned, licensed, or permissibly used by Frozen Logistics. In no event shall you have or retain any rights, title, or interests in or to the foregoing other than those limited rights expressly granted to you under this Agreement. No rights or permissions granted to you under this Agreement are coupled with an interest. Nothing contained in this Agreement shall be construed as a waiver or limitation of Frozen Logistics’ or its licensors’ respective rights and remedies under applicable law.


  5. User Account.


    1. Registration. As explained further herein, to secure the right to access and use any registration-only pages or features of the Marketplace or the Services, you must register with and create a personal user account with Frozen Logistics through the Marketplace (a “User Account”), as well as reaffirm your acceptance of and agreement to this Agreement and those additional terms, conditions and policies referenced herein, as Frozen Logistics may require from time to time. As part of the registration process, you may be required to satisfy certain conditions precedent imposed by Frozen Logistics (including, for example, providing additional information to Frozen Logistics, and entering into additional agreements with Frozen Logistics). Unless otherwise permitted by Frozen Logistics in writing, you may only have one (1) non-transferable User Account.

    2. User Account Activity and Information. You are responsible for all activity that occurs under your User Account and are prohibited from authorizing or allowing any third party to access or use your User Account. Accordingly, you should take all steps necessary to protect and keep secret your User Account details and access information (including your login name and password). You should also maintain accurate, complete, and up-to-date information in your User Account (including, without limitation, maintaining a valid and current payment method and email address) because your failure to do so may result in your inability to access, use, or receive all or any part of the Marketplace or the Services and/or Frozen Logistics’ termination of this Agreement. For the sake of security, you must immediately notify Frozen Logistics if you suspect that a third party has gained access to or is making any use of your User Account without authorization. For the avoidance of doubt, Frozen Logistics has the unencumbered right to access and use (and to allow its agents, employees, representatives, contractors, and vendors to access and use) the information in your User Account to facilitate the exercise and performance of Frozen Logistics’ rights and obligations under this Agreement, the operation of the Marketplace, the provision and performance of the Services, and/or any other rights, obligations, operations, and services related to the subject matter of this Agreement (including, without limitation, payments and communications).

    3. Indemnification in Connection with User Account. IF YOU FAIL TO COMPLY WITH ANY TERMS OR CONDITIONS OF SECTION 5(b) ABOVE (WHETHER INTENTIONALLY OR UNINTENTIONALLY), THEN YOU ACCEPT FULL RESPONSIBILITY FOR THE CONSEQUENCES THEREOF (INCLUDING, WITHOUT LIMITATION, ANY UNAUTHORIZED CHARGES AND PAYMENTS, ANY UNAUTHORIZED CHANGES TO YOUR USER ACCOUNT INFORMATION AND SETTINGS AND ANY UNAUTHORIZED ACCESS OR USE OF YOUR USER ACCOUNT), AND YOU AGREE TO INDEMNIFY, RELEASE, AND HOLD HARMLESS FROZEN LOGISTICS AND FROZEN LOGISTICS’ OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, AND LICENSEES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, SUITS, DEMANDS, ACTIONS, JUDGMENTS, LOSSES, DAMAGES, FINES, PENALTIES, AND EXPENSES (INCLUDING COSTS AND REASONABLE OUTSIDE ATTORNEY FEES) INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEES, ARISING OUT OF OR IN CONNECTION WITH YOUR FAILURE TO COMPLY WITH SUCH TERMS OR CONDITIONS.


  6. Your Devices. Certain portions of the Marketplace or the Services may be configured for, and Frozen Logistics may offer the Marketplace or the Services through, certain computers, tablets, smart phones, or other electronic devices (“Device(s)”), and this Agreement shall apply with equal force and measure to your visit, access, registration with, subscription to, and use of the Marketplace and/or the Services through such Devices. You are responsible for obtaining and updating the Devices, software, operating system, carrier, and network access necessary to properly visit, access, register with, and use the Marketplace and the Services. Frozen Logistics does not guarantee that the Marketplace, the Services, or any portions thereof will function on or in connection with any particular Device, software, operating system, carrier, or network. If you visit, access, register with, subscribe to, or use the Marketplace or the Services through a particular Device, then you hereby acknowledge and agree that information about your use of the Marketplace or the Services through that Device or its carrier or network (such as, by way of example only, the identity of your Device, or your Device’s carrier or network) may be communicated to Frozen Logistics and/or certain third parties (such as, by way of example only, your Device’s carrier or network). ALL OR ANY PART OF THE VOICE, MESSAGE, AND DATA FEES, RATES, CHARGES, AND TAXES OF YOUR DEVICE’S CARRIER OR NETWORK, OR ANOTHER THIRD PARTY, MAY APPLY TO YOUR VISIT, ACCESS, REGISTRATION WITH, SUBSCRIPTION TO, AND/OR USE OF THE MARKETPLACE AND/OR THE SERVICES. FROZEN LOGISTICS IS NOT RESPONSIBLE FOR, AND YOU FURTHER ACCEPT FULL RESPONSIBILITY FOR, ALL DEVICE CARRIER AND NETWORK FEES, RATES, CHARGES, AND TAXES WHICH MAY APPLY, IF ANY.


  7. Rights, Permissions, and Consents.


    1. License of the Marketplace. Subject to the terms and conditions of this Agreement, Frozen Logistics grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sub-licensable license to access and view the various publicly displayed pages of the Marketplace, and to view the information and content found thereon. If you have a User Account in good standing, then, subject to any associated payment, registration, and subscription obligations imposed by or with the prior consent of Frozen Logistics, said license shall extend to the registration-only or subscription-only pages or features of the Marketplace or the Services, as applicable. Your unauthorized use of the Marketplace or the Services, or any breach by you of this Agreement, automatically terminates this license.

    2. License of the Services. If you have a User Account in good standing, then, subject to the terms and conditions of this Agreement, and any associated payment and registration or subscription obligations as imposed by or with the prior consent of Frozen Logistics, Frozen Logistics grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sub-licensable license to access and use the Services made available on or through the registration-only or subscription-only pages and features of the Marketplace, as applicable, for your personal, non-commercial use only, with such use being limited to the country or other jurisdiction in which you have established your User Account, and with such use being further limited to those geographic areas where Frozen Logistics offers the applicable Services. For the avoidance of doubt, the foregoing license does not grant you any right to reproduce (other than Frozen Logistics-permitted downloads, if any), publicly perform, publicly display, publish, distribute, transmit, or create derivatives of the Services or any elements or derivatives thereof (including, without limitation, any content, information, source codes, object codes, data, or documentation found thereon or therein, in whole or in part), and you are prohibited from engaging in any such activities. For the further avoidance of doubt, Frozen Logistics may, from time to time, conduct certain audit, repair, modification, or testing activities in relation to the Marketplace and/or the Services for purposes of developing, operating, improving, researching, troubleshooting, repairing, updating, or modifying the foregoing; and Frozen Logistics reserves the right, but not the obligation, to perform such activities without notice to you, and to exclude you from those activities without notice to you. In the event of the termination of this Agreement, the termination or cancellation of your User Account, or your sale or otherwise transfer to a third party of a Device containing any downloads from the Services, whichever is earlier, you must remove from all of your Devices all downloads from the Services to those Devices upon such termination or cancellation or before the time of such sale or other transfer. Your unauthorized use of the Marketplace or the Services, or any breach by you of this Agreement, automatically terminates this license.

    3. License of User Materials. All names, trademarks, videos, photographs, product descriptions, information, statements, communications, and any other content that you submit to or publish on, through, or in relation to the Marketplace or the Services, including those which you submit to or publish on any online social media account that you own and link or otherwise associate with the Marketplace or your User Account, if any and as applicable, is hereinafter defined as the “User Materials.” You hereby grant Frozen Logistics an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sublicensable, perpetual, and universe-wide license for Frozen Logistics to host, store, reproduce, transmit, distribute, license, sublicense, market, modify, adapt, create derivative works, communicate, publish, syndicate, publicly perform, publicly display, archive, and otherwise use and exploit all or any part of such User Materials and any elements and derivatives thereof in any manner, medium, or form, whether now known or hereinafter devised, as Frozen Logistics sees fit in its sole discretion. For the avoidance of doubt, the foregoing is not intended to conflict with any provision of the Privacy Policy.

    4. Reservation of Rights. Nothing in this Agreement shall restrict or limit Frozen Logistics’ rights, titles, or interests in or to the Marketplace, the Services, the User Materials, or any elements or derivatives of the foregoing.

    5. Warnings; Disclaimers. PLEASE NOTE THAT THE USER MATERIALS MIGHT BECOME THE SUBJECT OF PUBLIC DISCLOSURE. THUS, FROZEN LOGISTICS IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM OR IN CONNECTION WITH, ITS USE OF ANY USER MATERIALS IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.


  8. Marketplace Materials.


    1. Limited License. Subject to your completion of our online registration process for the Marketplace and your compliance with the terms of this Agreement, Frozen Logistics grants you a limited, revocable, non-exclusive, non-sublicenseable, non-transferable license to access and use the Marketplace and materials related thereto (collectively, the “Marketplace Materials”) solely in support of your use of the Services covered by this Agreement. Notwithstanding the foregoing, you may use and access the Marketplace only through APIs documented and communicated by Frozen Logistics to you. You may not and may not authorize any other party to do any of the following with the Marketplace or any materials related to the Marketplace Materials: (i) reverse engineer, decompile, or disassemble the Marketplace Materials, (ii) modify or create derivative works based, whether in whole or in part, on the Marketplace Materials, (iii) distribute copies of the Marketplace Materials, (iv) remove any proprietary notices or labels on the proprietary materials, (v) use any public software in any manner that requires, pursuant to the license applicable to such public software, that any Marketplace Materials be disclosed, licensed, distributed, or otherwise made available to a third party, (vi) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Marketplace Materials, (vii) access or use the Marketplace Materials in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas, or (viii) engage in any activities Frozen Logistics would otherwise prohibit. In addition, all licenses granted in this Section 8 (or anywhere else in this Agreement) are conditional on your continued compliance with this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.

    2. Termination of Access. Frozen Logistics may limit, suspend, or terminate your access to the Marketplace Materials at any time and for any reason upon notice to you. Upon any suspension or termination of your access to the Marketplace Materials, you will immediately cease use of the Marketplace Materials and will also immediately destroy all Marketplace Materials in your possession. In addition, upon the termination of your access to the Marketplace Materials, all rights and obligations to you under this Section 8 will be extinguished.


  9. Additional Terms Applicable to Sellers. If you are a Seller, then you are subject to the Frozen Logistics Seller Services Agreement, which may include terms related to any order fulfillment services to be performed by Frozen Logistics or additional terms specific to your business arrangement with Frozen Logistics in your capacity as a Seller. Please contact Frozen Logistics at sales@frozenlogistics.com for more information.


  10. Suspension or Termination of Service; Disclaimer. Frozen Logistics has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Marketplace at any time, and without notice or recourse, as Frozen Logistics deems advisable in its sole discretion. Frozen Logistics shall not be liable to you or any third party for any loss or damage that is caused by or arises from or in connection with any such suspension or termination (including, without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in or loss of service, or loss of content).


  11. Payments.


    1. Designated Purchasing System. Sales transactions on or through the Marketplace will take place through a third-party online shopping cart system (a “Designated Purchasing System”) and will be subject to the terms and conditions of such Designated Purchasing System.

    2. Products and Services. Frozen Logistics might offer, sell, license or otherwise make available various products or services on, through, or in relation to the Marketplace (including, without limitation, the Services), some of which might only be made available to you upon completion and submission of an online form or other instructions provided to you by Frozen Logistics. Frozen Logistics has the right to refuse you access to the Marketplace or Frozen Logistics’ Services if it suspects that you are in any way involved in fraudulent or illegal activity (including, without limitation, the use of stolen credit cards), and may contact your payment method issuer, law enforcement, or others and share information relating to your payments if Frozen Logistics believes doing so will prevent a violation of the law or financial loss.

    3. Payment Authorization. If you provide Frozen Logistics with your payment information, then you authorize Frozen Logistics to do the following as Frozen Logistics deems necessary, although Frozen Logistics has no obligation to do so: (i) share your payment information with its third-party payment processing vendor(s), as applicable; (ii) obtain your updated payment information from your payment issuer, Frozen Logistics’ third-party payment processing vendor(s) and/or applicable third-party providers; and (iii) use your payment information to charge payments that accrue under your User Account.

    4. Payment Obligations. You agree that you are responsible for the payment of all amounts that accrue under your User Account, the Marketplace, or in relation to the performance of the Services, if any.

    5. Waiver of Claims; Unauthorized Payments. To the fullest extent permitted by law, you agree to waive all claims against Frozen Logistics related to any unauthorized payments made on, through, or in relation to your User Account, Frozen Logistics’ third-party payment processing vendor(s), any other third-party providers, and/or any other person or entity, regardless of whether they are authorized or unauthorized.

    6. Accurate Payment Information. You represent and warrant to Frozen Logistics that any payment information you provide on or through the Marketplace or in relation to the Services is current, complete, and accurate, and that you will promptly notify Frozen Logistics if your payment information has changed (such as a change in address or expiration date), if your payment method has been cancelled, or if you become aware of a breach of security.

    7. Refunds, Returns and Exchange. All sales and payments made on, through or regarding the Marketplace or any products and services offered, sold, or provided to you through the Marketplace are final, irrevocable, and not subject to or eligible for refund, return, or exchange, in whole or in part, unless otherwise agreed to in a separate writing between you and Frozen Logistics, and subject to your full compliance with the terms and conditions of those exceptions.


  12. Electronic Communications.


    1. Express Consent. YOU HEREBY EXPRESSLY CONSENT TO FROZEN LOGISTICS SENDING OR OTHERWISE COMMUNICATING WITH YOU FOR ANY PURPOSE (INCLUDING, WITHOUT LIMITATION, FOR ADVERTISING, TELEMARKETING, OR OTHER MARKETING OR PROMOTIONAL PURPOSES, OR FOR SENDING OR NOTIFYING YOU ABOUT SPECIAL OFFERS, UPDATES, NEWSLETTERS OR OTHER INFORMATIONAL PURPOSES) VIA ANY ELECTRONIC MEANS OR FORMS AS FROZEN LOGISTICS DEEMS APPROPRIATE IN ITS SOLE DISCRETION, WHETHER THROUGH THE PLATFORM, THROUGH YOUR USER ACCOUNT, BY PERSONAL COMMUNICATION, BY E-MAIL, BY AUTOMATIC TELEPHONE DIALING SYSTEM, BY TELEPHONE, BY ARTIFICIAL OR PRERECORDED VOICE, BY ONLINE SOCIAL MEDIA, BY TEXT MESSAGE (E.G., SHORT MESSAGE SERVICE A/K/A SMS, AND MULTIMEDIA MESSAGING SERVICE A/K/A MMS) OR BY OTHER ELECTRONIC MEDIA MEANS OR FORMS. BY GIVING SUCH CONSENT, YOU AGREE THAT NO SUCH COMMUNICATION SHALL VIOLATE THE CAN-SPAM ACT, THE TELEPHONE CONSUMER PROTECTION ACT, OR ANY OTHER APPLICABLE LAWS, RULES, OR REGULATIONS. VOICE, MESSAGE, AND DATA FEES, RATES, CHARGES, AND TAXES MAY APPLY TO YOU, AND YOU ARE RESPONSIBLE FOR PAYMENT OF THE SAME. YOU ARE NOT REQUIRED TO GRANT THE FOREGOING CONSENT AS A CONDITION FOR PURCHASE OR LICENSE OF ANY FROZEN LOGISTICS PRODUCTS OR SERVICES.

    2. Opt-Out. You may opt-out of receiving any electronic messages from Frozen Logistics as described in Section 12(a) above at any time by any reasonable means, including, without limitation and by way of example, by sending an e-mail to support@deliveredcold.com, with a subject line of “Opt-Out of Electronic Communications.” You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Marketplace, your User Account, Frozen Logistics’ products or services (including, without limitation, the Services) and/or your ability to receive certain messages and/or notifications from Frozen Logistics.


  13. Prohibited Activities. You shall not engage in any of the following activities at any time with respect to the Marketplace or the Services: (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy, or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Frozen Logistics or its licensors with respect to the Marketplace or the Services); (c) the reproduction of the Marketplace or the Services or any communications, information, or content found thereon or therein, in whole or in part, or the creation of any derivative works of the foregoing (unless expressly authorized by Frozen Logistics herein); (d) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, an invasion of privacy, defamatory, disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening, or abusive); (e) the publication of a person’s or entity’s personal information or private facts without his, her, or its prior written consent; (f) the publication of any machine, computer or randomly generated content; (g) supplying or publishing any information or statement on, through, or in relation to the Marketplace that is false, misleading, deceptive, or incorrect; (h) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers, or applications; (i) the systematic retrieval or copying of any information or content found on, through, or in relation to the Marketplace, the Services, or their servers to directly or indirectly create or compile, in whole or in part, a collection, compilation, database, or directory; (j) the use of any software, program, process, device, application, or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) to monitor, copy, disrupt, damage, injure, interfere with, or impermissibly access, in whole or in part, the Marketplace, the Services, or their servers; (k) any act that involves or concerns decrypting, security bypassing or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying or the like on, through, or in relation to the Marketplace, the Services, or their servers; (l) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Marketplace, the Services, or their servers; (m) any act that gains or attempt to gain unauthorized access to computer systems, networks, information or materials on, through or in relation to the Marketplace, the Services, or their servers; or (n) any other act that Frozen Logistics becomes aware of and believes in good faith is improper, illegal or harmful to the Marketplace, the Services, their servers, or any person, entity, or property.


  14. Links to Other Marketplaces, Apps, Networks, Platforms and Servers.


    1. Linked Technologies. The Marketplace, the Services, and/or any communications sent on, through or as a function thereof may contain links to third-party websites, networks, platforms, servers, and/or applications, and, similarly, third-party websites, networks, platforms, servers, applications, and/or communications may contain links to the Marketplace and/or the Services (collectively, “Linked Technologies”). The Linked Technologies are not under the control of Frozen Logistics. The Marketplace, the Services, and any such communications contain the outgoing links as a convenience to you, if for any purpose.

    2. Disclaimer About Linked Technologies. Frozen Logistics is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from the Linked Technologies (including, without limitation and by way of example only, malicious software, spyware programs, inaccurate information, and illegal content). Frozen Logistics does not make, nor has Frozen Logistics made, any representations or warranties (express, implied or otherwise) concerning the terms of use or service, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes, or other items that may be found on or excluded from the Linked Technologies; nor shall the fact that the Marketplace may link to or from any Linked Technologies constitute an affiliation with, association with, or endorsement of such Linked Technologies or any information, content, goods, services, promotions, advertisements, programs, codes, or other items that may be found on or excluded from such Linked Technologies. If you decide to access any Linked Technologies, then you do so at your own risk.


  15. Take Down. Frozen Logistics reserves the right, but not the obligation, to take down or otherwise exclude from the Marketplace, without notice or recourse, any communications, names, photographs, information, and/or content made or submitted by you or others on or through the Marketplace that Frozen Logistics believes at any time and in its sole discretion to be infringing or otherwise in violation of the proprietary, privacy, or publicity rights of any person or entity; plagiarizing; defamatory; disparaging; embarrassing towards any person or entity; disclosing of confidential, private or personal information about or belonging to any person or entity; profane; indecent; obscene; racist, sexist, or otherwise derogatory in terms of race, nationality, religion, gender, gender identification, sexual orientation or otherwise; threatening; abusive; illegal; false; misleading; deceptive; inciting violence; hate speech; and/or a political attack on a group or individual.


  16. Copyright Infringement. Frozen Logistics respects the copyrights of others and prohibits users from uploading, posting, distributing, or otherwise transmitting any materials on or through the Marketplace, or from engaging in any activities on or through the Marketplace, which violate the copyrights of others. It is the policy of Frozen Logistics to terminate, and Frozen Logistics reserves the right to terminate without penalty or recourse, in appropriate circumstances, the right of any subscriber and account holder (which may include, without limitation, you) to access, register with, subscribe to and use the Marketplace who is a repeat copyright infringer. If Frozen Logistics becomes aware that a user who is not a subscriber or account holder (which may also include, without limitation, you) is a repeat copyright infringer, then it is the policy of Frozen Logistics to take reasonable steps within its power to terminate, and Frozen Logistics reserves the right to terminate without penalty or recourse, in appropriate circumstances, the right of that user to access and use the Marketplace. The following procedures shall apply in the event that you or another person or entity alleges that the reproduction, public performance, public display, digital transmission or other use of a work found on the Marketplace infringes your copyright, the copyright of said person or entity or any other intellectual property right owned by you or said person or entity. These procedures are intended to comply with 17 U.S.C. § 512 and any other applicable laws. By visiting, accessing, registering with, subscribing to or using the Marketplace or the Services, you are automatically agreeing to comply with the following procedures.


    1. Takedown Notice (Materials). To report any materials on the Marketplace that violate the copyrights of others, you must send Frozen Logistics a written communication that includes substantially the following:


      1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

      2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

      3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

      4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

      5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

      6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    2. Takedown Notice (Information Location Tools). To report any information location tools (e.g., hyperlinks) on the Marketplace that refer or link users to an online location containing infringing material or infringing activity, you must send Frozen Logistics a written communication that includes substantially the following:


      1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

      2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

      3. Identification of the reference or link to material or activity claimed to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate that reference or link;

      4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

      5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

      6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    3. Counter-Notice. If you believe that any material you have uploaded, posted, distributed, or otherwise transmitted on the Marketplace has been removed by mistake or misidentification, and if you have the right to upload, post, distribute, or otherwise transmit the material at issue, then you may send Frozen Logistics a written communication that includes substantially the following:


      1. A physical or electronic signature of the subscriber;

      2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

      3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

      4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under 17 U.S.C. § 512(c)(1)(C) or an agent of such person.

    4. Copyright Administrator. The foregoing written communications (i.e., the above-described takedown notice, and the above-described counter-notice) must be sent to the following designated agent of Frozen Logistics:


      Frozen Logistics, LLC, Attn: Copyright Administrator, 120 BFG 9000 Way, Taylor, Texas 76574, tel.: (512) 515-3753 email: legal@frozenlogistics.com.


  17. User Representations, Warranties, and Covenants. You represent, warrant and covenant to Frozen Logistics that: (a) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction; (b) you have read and understand this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement and to bind the person or entity you are duly authorized to represent to the same; (d) you understand and acknowledge that by accepting this Agreement you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state, or local laws which may concern the Marketplace, the Marketplace’s servers, the Services, or any information, communications or content found on or through them; (g) you are the exclusive owner of all rights, titles, and interests in and to the User Materials (including, without limitation, all copyrights, trademarks, patents, trade secrets, rights of publicity, and rights of privacy), and/or, if applicable, have secured all necessary rights and permissions from all subjects depicted in, and all persons and entities who contributed to, the User Materials to allow for your performance and grant of rights hereunder; (h) the User Materials are wholly original to you; (i) the User Materials do not and will not infringe upon or otherwise violate the proprietary, publicity, or privacy rights of any person or entity; (j) the User Materials do not and will not defame, disparage, embarrass, or disclose confidential, private, or personal information about or belonging to any person or entity; (k) nothing contained in the User Materials is or will be, or contains or will contain, links to material that is profane, indecent, obscene, threatening, abusive, illegal, false, misleading, or any form of spam, malware, virus, bug, bot, spyware, or other malicious or tracking technology; (l) Frozen Logistics is not required to seek the permission of or compensate any third party to exercise any of the rights granted by you under this Agreement; (m) no obligation, disability, agreement, or adverse claim exists that may restrict your performance or grant of rights hereunder; (n) all information you provide to Frozen Logistics in connection with your access or use of the Marketplace and the Services is truthful and accurate; and (o) you are not listed on any United States government list of prohibited or restricted parties and are otherwise not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party.


  18. Disclaimers and Limitations.


    1. General Disclaimer. YOUR VISIT, ACCESS, REGISTRATION WITH, OR USE OF THE MARKETPLACE AND/OR ANY PRODUCTS OR SERVICES MADE AVAILABLE TO YOU ON, THROUGH OR IN RELATION TO THE MARKETPLACE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) IN ANY WAY IS DONE AT YOUR OWN RISK. THE MARKETPLACE, THOSE PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES), THE SUCCESS OR PERFORMANCE OF THE MARKETPLACE OR THOSE PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES), AND ALL INFORMATION, COMMUNICATIONS, CONTENT, AND FEATURES OFFERED, MARKETED, SOLD, PROVIDED, LICENSED, OR MADE AVAILABLE ON, THROUGH, OR IN RELATION TO THE MARKETPLACE OR THOSE PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES) ARE PROVIDED TO YOU ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. FROZEN LOGISTICS DOES NOT MAKE, NOR HAS FROZEN LOGISTICS MADE, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE (WHETHER DIRECT OR INDIRECT, ORAL OR WRITTEN, OR EXPRESS OR IMPLIED) TO YOU WITH RESPECT TO THE MARKETPLACE, THOSE PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES), ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT AND FEATURES OR THEIR SUCCESS, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, MARKETABILITY, OR SAFETY. FROZEN LOGISTICS EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS WARRANTIES, IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD FAITH AND FAIR DEALING, TITLE, NON-INFRINGEMENT, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, AND SAFETY) AND WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM, AND USAGE IN TRADE WITH RESPECT TO THE MARKETPLACE, THOSE PRODUCTS AND SERVICES, ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT, OR FEATURES AND THEIR SUCCESS, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, MARKETABILITY, AND SAFETY. FROZEN LOGISTICS DOES NOT MAKE, NOR HAS FROZEN LOGISTICS MADE, ANY AFFIRMATION OF FACT, PROMISE, OR WARRANTY (EXPRESS, IMPLIED OR OTHERWISE) RELATING TO THE MARKETPLACE, THE SERVICES, ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT, OR FEATURES OR THEIR SUCCESS, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, MARKETABILITY, OR SAFETY THAT EXTENDS BEYOND THE FACE OF THIS AGREEMENT OR THAT HAS BECOME ANY BASIS OF ANY BARGAIN.

    2. Disclaimer About Services. ALL DESCRIPTIONS, IMAGES, REFERENCES, FEATURES, CONTENT, SPECIFICATIONS, PRODUCTS, AND PRICES OF ANY PRODUCTS OR SERVICES OFFERED ON, THROUGH OR IN RELATION TO THE MARKETPLACE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) ARE SUBJECT TO CHANGE AT ANY TIME AND WITHOUT NOTICE TO YOU. THE INCLUSION OF ANY PRODUCTS OR SERVICES ON, THROUGH OR IN RELATION TO THE MARKETPLACE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) DOES NOT IMPLY OR WARRANT THAT THEY ARE OR WILL BE AVAILABLE. IT IS YOUR RESPONSIBILITY TO ASCERTAIN AND OBEY ALL APPLICABLE LOCAL, STATE, FEDERAL, AND INTERNATIONAL LAWS (INCLUDING MINIMUM AGE REQUIREMENTS) IN REGARDS TO THE RECEIPT, POSSESSION, USE, AND SALE OF ANY PRODUCT OR SERVICE ORDERED OR PURCHASED ON, THROUGH, OR IN RELATION TO THE MARKETPLACE (INCLUDING, WITHOUT LIMITATION, THE SERVICES). FROZEN LOGISTICS RESERVES THE RIGHT, WITH OR WITHOUT PRIOR NOTICE TO YOU, TO DO ANY ONE OR MORE OF THE FOLLOWING: (I) LIMIT THE AVAILABLE QUANTITY OF OR DISCONTINUE ANY SUCH PRODUCT OR SERVICE; (II) IMPOSE CONDITIONS ON THE HONORING OF ANY COUPON, COUPON CODE, PROMOTIONAL CODE, OR OTHER SIMILAR PROMOTION; (III) BAR YOU FROM MAKING OR COMPLETING ANY TRANSACTION ON, THROUGH, OR IN RELATION TO THE MARKETPLACE OR THE SERVICES; AND (IV) REFUSE TO PROVIDE YOU WITH ANY SUCH PRODUCT OR SERVICE (INCLUDING, WITHOUT LIMITATION, THE MARKETPLACE AND THE SERVICES).

    3. Disclaimer About System Delays. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE MARKETPLACE AND/OR THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THIRD-PARTY COMMUNICATION NETWORKS, AND FACILITIES THAT ARE OUTSIDE OF FROZEN LOGISTICS’ CONTROL. ACCORDINGLY, FROZEN LOGISTICS SHALL NOT BE RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS, ANY DELAYS, FAILURES, LOSSES, INJURIES, LIABILITIES, OR DAMAGES ASSOCIATED WITH THE MARKETPLACE AND/OR THE SERVICES THAT RESULT FROM ANY SYSTEM DELAYS, DOWNTIMES, INTERRUPTIONS, OR OTHER FAILURES OF OR PROBLEMS WITH THE MARKETPLACE AND/OR THE SERVICES THAT ARE OUTSIDE OF FROZEN LOGISTICS’ CONTROL (INCLUDING, WITHOUT LIMITATION, SCHEDULED MAINTENANCE, OR NETWORK FAILURE).

    4. Disclaimer About Certain Information, Communications and Content. ANY OPINIONS, ADVICE, REVIEWS, STATEMENTS, OFFERS, OR OTHER INFORMATION, COMMUNICATIONS, OR CONTENT FOUND ON, THROUGH, OR IN RELATION TO FROZEN LOGISTICS, THE MARKETPLACE, THE SERVICES, OR ANY THIRD-PARTY PROVIDERS (INCLUDING, WITHOUT LIMITATION, ONLINE FORUMS, OTHER WEBSITES, ADVERTISEMENTS, AND SOCIAL MEDIA PAGES) ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND NOT NECESSARILY THOSE OF FROZEN LOGISTICS; THUS, THEY SHOULD NOT NECESSARILY BE RELIED UPON. SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR THE ACCURACY OF SUCH INFORMATION, COMMUNICATIONS, OR CONTENT. FROZEN LOGISTICS DOES NOT GUARANTEE, ADOPT OR ENDORSE THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY SUCH INFORMATION, COMMUNICATIONS OR CONTENT, EVEN IF FROZEN LOGISTICS IS THE AUTHOR. FROZEN LOGISTICS IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY SUCH INFORMATION, COMMUNICATIONS, OR CONTENT. UNDER NO CIRCUMSTANCES SHALL FROZEN LOGISTICS BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM OR IN CONNECTION WITH YOUR RELIANCE ON ANY SUCH INFORMATION, COMMUNICATIONS, OR CONTENT.

    5. Disclaimer About User Activities. YOU ACKNOWLEDGE THAT ANY AND ALL PRODUCT LISTINGS, OR OTHER USER STATEMENTS, ACTIVITIES, OR INFORMATION (COLLECTIVELY, “USER POSTINGS”) ON, THROUGH, OR IN RELATION TO THE MARKETPLACE OR THE SERVICES. THEREFORE, FROZEN LOGISTICS IS NOT INVOLVED IN OR RESPONSIBLE FOR, AND DOES NOT CONTROL, THE STATEMENTS, REQUIREMENTS, QUALITY, SAFETY, OR LEGALITY OF ANY USER POSTINGS OF ANY BUYER OR SELLER, AND FROZEN LOGISTICS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE ABOUT ANY BUYER, SELLER, OR ANY USER POSTING (INCLUDING, WITHOUT LIMITATION, PRODUCT DESCRIPTIONS). FROZEN LOGISTICS DOES NOT HAVE ANY OBLIGATION TO SCREEN ANY USER POSTING OR TO INCLUDE ANY USER POSTINGS IN ITS SEARCH RESULTS OR OTHER LISTINGS, AND FROZEN LOGISTICS MAY EXCLUDE OR REMOVE ANY USER POSTING FROM THE MARKETPLACE FOR ANY OR NO REASON. FROZEN LOGISTICS CANNOT CONFIRM THE ACCURACY OR COMPLETENESS OF ANY USER POSTING SUBMITTED BY ANY BUYER, SELLER, OR OTHER USER OF THE MARKETPLACE OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE IDENTITY OF ANY SUCH BUYER, SELLER, OR OTHER USER OF THE MARKETPLACE OR SERVICES), AND FROZEN LOGISTICS ASSUMES NO RESPONSIBILITY FOR, AND DISCLAIMS ANY AND ALL LIABILITY IN RELATION TO, THE CONTENT, ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR AVAILABILITY OF ANY USER POSTING (INCLUDING, WITHOUT LIMITATION, ANY COMMUNICATIONS SENT TO YOU BY ANY BUYER, SELLER, OR OTHER USERS IN CONNECTION THERETO). NOTWITHSTANDING THE FOREGOING, FROZEN LOGISTICS MAY CONDUCT AUTOMATED SEARCHES OF USER POSTINGS TO HELP USERS SORT THROUGH AND ORGANIZE THE SAME.

    6. Disclaimer About Products. YOU UNDERSTAND AND ACKNOWLEDGE THAT FROZEN LOGISTICS IS NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR ANY DEFECTS, BODILY HARM, PROPERTY DAMAGE, OR PERSONAL OR OTHER INJURY ARISING FROM OR IN ANY WAY CONNECTED WITH ANY PRODUCTS SOLD ON OR THROUGH THE MARKETPLACE .

    7. Limitation of Liability. IN NO EVENT SHALL FROZEN LOGISTICS OR ANY OF FROZEN LOGISTICS’ OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, OR LICENSEES BE HELD LIABLE TO (OR BE OBLIGATED TO INDEMNIFY) YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LEGAL COSTS, ATTORNEY FEES, LOST PROFITS, REPLACEMENT COSTS OR REPAIR COSTS) CAUSED BY OR ARISING FROM OR IN CONNECTION WITH: (I) YOUR VISIT, ACCESS, REGISTRATION WITH, SUBSCRIPTION TO, OR USE OF THE MARKETPLACE OR THE SERVICES, OR YOUR INABILITY TO VISIT, ACCESS, REGISTER WITH, SUBSCRIBE TO, OR USE THE MARKETPLACE OR THE SERVICES; (II) ANY PRODUCTS MADE AVAILABLE ON, THROUGH, OR IN RELATION TO THE MARKETPLACE (INCLUDING, WITHOUT LIMITATION, THE SERVICES), AND ANY PRODUCT OFFERED OR SOLD BY ANY SELLER ON OR THROUGH THE MARKETPLACE; (III) ANY STATEMENTS, CONTENT, OR CONDUCT OF ANY THIRD PARTY ON, THROUGH, OR IN RELATION TO THE MARKETPLACE OR ANY SUCH PRODUCTS; (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION; (V) ANY HACKING, DENIAL OF SERVICE ATTACKS, DATA SECURITY BREACHES, OR OTHER THIRD-PARTY CONDUCT THAT MAY LEAD TO A COMPROMISE OF YOUR PERSONAL INFORMATION OR DAMAGE TO YOUR DEVICE(S), SOFTWARE, OPERATING SYSTEM(S), FILE(S), CARRIER(S), NETWORK(S), OR USER ACCOUNT; (VI) ANY TRANSMISSION, DOWNLOAD, OR INFECTION OF ANY SOFTWARE, SYSTEM, PROGRAM, FILE, PROCESS, DEVICE, APPLICATION, OR ROUTINE (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, ROBOTS, SCRAPERS, SPIDERS, VIRUSES, SPYWARE, AND MALWARE) THAT MAY LEAD TO A COMPROMISE OF YOUR PERSONAL INFORMATION OR DAMAGE TO YOUR DEVICE(S), SOFTWARE, OPERATING SYSTEM(S), FILE(S), CARRIER(S), NETWORK(S), OR USER ACCOUNT; (VII) THE FACT THAT YOU HAVE RELIED ON ANY INFORMATION, CONTENT, OR COMMUNICATIONS PUBLISHED ON, THROUGH, OR IN RELATION TO THE MARKETPLACE OR ANY SUCH PRODUCTS OR SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES); OR (VIII) ANY ACTS, ERRORS, OR OMISSIONS OF ANY SELLERS, BUYERS, OR THIRD-PARTY PROVIDERS. IF YOU ARE DISSATISFIED WITH THE MARKETPLACE OR ANY PRODUCTS OFFERED, SOLD, LICENSED OR MADE AVAILABLE ON, THROUGH OR IN RELATION TO THE MARKETPLACE (INCLUDING, WITHOUT LIMITATION, THE SERVICES), THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR ACCESS AND USE OF THE MARKETPLACE AND SUCH PRODUCTS (INCLUDING, WITHOUT LIMITATION, THE SERVICES).

    8. No Injunctive Relief. IF FROZEN LOGISTICS BREACHES OR OTHERWISE VIOLATES THIS AGREEMENT, THEN YOU SHALL NOT BE ENTITLED TO SEEK OR OBTAIN, AND YOU DO HEREBY WAIVE, ANY TYPE OF INJUNCTIVE RELIEF AGAINST THE MARKETPLACE AND/OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON, THROUGH OR IN RELATION TO THE MARKETPLACE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) AS A RESULT OF SUCH BREACH OR OTHER VIOLATION. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIMITATION ON INJUNCTIVE RELIEF DOES NOT LIMIT YOUR ABILITY TO SEEK OR RECOVER ANY MONETARY REMEDIES AUTHORIZED BY LAW IN THE EVENT OF ANY SUCH BREACH OR OTHER VIOLATION (EXCEPT FOR THOSE WHICH ARE OTHERWISE EXPRESSLY PRECLUDED BY THIS AGREEMENT).

    9. Limitation of Remedies. IF FROZEN LOGISTICS BREACHES OR OTHERWISE VIOLATES THIS AGREEMENT, THEN IN NO EVENT SHALL YOU BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECULATIVE, OR PUNITIVE DAMAGES ARISING OUT OF OR IN RELATION TO SUCH BREACH OR OTHER VIOLATION, EVEN IF FROZEN LOGISTICS HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES; AND IN NO EVENT SHALL FROZEN LOGISTICS’ LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES, IF ANY, THAT YOU HAVE ACTUALLY PAID DIRECTLY TO FROZEN LOGISTICS UNDER THIS AGREEMENT WITHIN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH BREACH, IF ANY, OR OTHER VIOLATION OF THIS AGREEMENT.

    10. Consumer Protections. The disclaimers and limitations set forth in this Section 18 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.


  19. General Release of Claims. YOU HEREBY RELEASE AND HOLD HARMLESS FROZEN LOGISTICS AND FROZEN LOGISTICS’ OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, AND LICENSEES FROM AND AGAINST ALL CLAIMS THAT YOU HAVE OR MAY HAVE AGAINST THEM FOR INFRINGEMENT, VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY, DEFAMATION, DISPARAGEMENT, UNPAID BENEFITS, UNPAID WAGES, OVERTIME, DISCRIMINATION, PERSONAL INJURY, PROPERTY DAMAGE, NEGLIGENCE, AND/OR ANY OTHER LEGAL THEORY ARISING FROM OR IN CONNECTION WITH THE MARKETPLACE, THE PRODUCTS MADE AVAILABLE ON, THROUGH OR IN RELATION TO THE MARKETPLACE (INCLUDING, WITHOUT LIMITATION, THE SERVICES), AND/OR THE RIGHTS AND PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THOSE RIGHTS AND PRIVILEGES RELATING TO THE USER MATERIALS AND/OR ANY ELEMENTS, DERIVATIVES OR MARKETING OF THE FOREGOING). FURTHER, YOU WAIVE YOUR RIGHT TO ENJOIN, AND IN NO EVENT SHALL YOU SEEK TO ENJOIN, FROZEN LOGISTICS, ANY OF FROZEN LOGISTICS’ OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, OR LICENSEES OR ANY EXERCISE OF THE RIGHTS OR PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE USER MATERIALS).

    YOU ALSO HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT, WHICH PROVIDES:


    “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”.


  20. Indemnification. YOU HEREBY AGREE TO INDEMNIFY, RELEASE, AND HOLD HARMLESS FROZEN LOGISTICS AND FROZEN LOGISTICS’ OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, AND LICENSEES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, SUITS, DEMANDS, ACTIONS, JUDGMENTS, LOSSES, DAMAGES, FINES, PENALTIES, AND EXPENSES (INCLUDING COSTS AND REASONABLE OUTSIDE ATTORNEYS’ FEES) INCURRED BY SUCH INDEMNITEES, OR ASSERTED AGAINST SUCH INDEMNITEES BY THIRD PARTIES, ARISING OUT OF OR IN CONNECTION WITH (A) YOUR ACTS, ERRORS, OR OMISSIONS, (B) YOUR USE OF THE MARKETPLACE OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON, THROUGH, OR IN RELATION TO THE MARKETPLACE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) IN ANY MANNER CONTRARY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, (C) YOUR VIOLATION OF THE RIGHTS OF OR OTHER INJURY TO ANY THIRD PARTY, AND/OR (D) YOUR BREACH OF ALL OR ANY PART OF THIS AGREEMENT.


  21. Term; Termination; Survival. This Agreement shall continue and remain in effect until it is terminated in accordance with the terms and conditions of this Agreement. Frozen Logistics may terminate this Agreement for non-payment of Services, or if Frozen Logistics believes that you have violated or acted inconsistently with any term or condition of this Agreement. You may terminate this Agreement at any time and for any or no reason by cancelling your User Account; however, you are not entitled to any refund of any amount previously paid to Frozen Logistics. If this Agreement is terminated for any reason, then all rights granted to you under this Agreement shall automatically revert back to Frozen Logistics, and the following shall survive in perpetuity: (a) all defined terms under this Agreement; (b) all rights and privileges under this Agreement that were granted to and/or accrued in favor of Frozen Logistics and/or any of Frozen Logistics’ officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees as of the date of this Agreement’s termination; (c) all payments that accrued as of the date of termination; (d) all disclaimers, limitations of liability and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications, and promises made by you under this Agreement.


  22. Governing Law. This Agreement, the additional terms, conditions and policies referenced herein (including the Frozen Logistics Privacy Policy), your visit, access, registration with, subscription to, or use of the Marketplace or the Services, any transactions made on, through, or in relation to the Marketplace, any products or services purchased on, through, or in relation to the Marketplace (including, without limitation, the Services), the Parties’ relationship and all disputes, controversies, and claims arising from or in connection with any of the foregoing (whether grounded in contract, tort, statute, law, or equity) shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Texas in the United States of America and applicable federal law of the United States of America, regardless of its place of execution, its place of performance, and any conflicts of law analysis. For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever to this Agreement and the subject matter hereof.


  23. Dispute Resolution.


    1. Binding Arbitration; Waiver. Each Party hereby irrevocably submits all disputes, controversies, and claims arising from or concerning this Agreement, any additional terms, conditions, or policies referenced in this Agreement (including the Frozen Logistics Privacy Policy), your visit, access, registration with, subscription to, or use of the Marketplace or the Services, any transactions made on, through, or in relation to the Marketplace, any products or services purchased on, through or in relation to the Marketplace (including, without limitation, the Services) and/or the Parties’ relationship (whether grounded in contract, tort, statute, law, or equity) (collectively, the “Dispute(s)”) to binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (a/k/a JAMS) or its successor (“JAMS”) for the resolution thereof, and such arbitration shall be the sole and exclusive method for resolving the Disputes. The arbitration shall be binding, final, and confidential. EACH PARTY ACKNOWLEDGES AND AGREES THAT HE/SHE/IT IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS THE MEMBER OF A CLASS IN ANY PURPORTED CLASS ACTION PROCEEDING.

    2. Arbitration Rules. The arbitration shall be conducted before a single arbitrator under the then-current JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as supplemented by the Federal Rules of Civil Procedure and the Federal Rules of Evidence if and where applicable as a gap-filler. If there is any conflict between a provision of the JAMS Rules, the Federal Rules of Civil Procedure, the Federal Rules of Evidence, or this Agreement, then the conflicting provision of this Agreement shall control and govern over the JAMS Rules, the Federal Rules of Civil Procedure, and the Federal Rules of Evidence, and the JAMS Rules shall control and govern over the Federal Rules of Civil Procedure and the Federal Rules of Evidence. The construction, interpretation, and enforcement of this Section 23 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

    3. Arbitration Process, Location, and Procedures. The Party initiating the arbitration proceeding shall serve a written notice of arbitration on the other Party in accordance with the JAMS Rules. The arbitration shall be held in Austin, Texas, United States of America. The arbitration shall be conducted in the English language. The arbitrator shall be selected in accordance with the JAMS Rules, unless otherwise agreed to by the parties to the arbitration. All issues or questions concerning either the scope of this arbitration clause or the arbitrability of any of the Disputes shall be referred to and finally decided by the arbitrator. The arbitrator may construe or interpret, but shall not vary or ignore, the terms and conditions of this Agreement and shall be bound by applicable law.

    4. Arbitration Decisions and Awards. The arbitrator shall render a written final decision on the subject Dispute as soon as practicable and, in any event, not more than forty-five (45) calendar days after the close of evidence and briefing. The arbitrator’s decision shall be written, shall be in accordance with applicable law, and shall be supported by written findings of fact and conclusions of law setting forth the basis for the arbitrator’s decision. The arbitrator shall have no authority to award punitive, exemplary, or consequential damages, unless such an award is authorized by applicable law. The arbitrator shall have the authority to award attorney fees and expenses if such an award is permitted under this Agreement or applicable law. Subject to any applicable rights of appeal, the final decision of the arbitrator shall be binding and conclusive upon all of the Parties who have been served with proper written notice of the arbitration proceeding as required by this Section 23. Judgment on any award rendered by the arbitrator may be confirmed in any state or federal court having jurisdiction thereof that is located in the State of Texas, United States of America, and may be entered in and enforced by any domestic, foreign, or international court having appropriate subject matter jurisdiction. Any decision, judgment, ruling, finding, award, or other determination of the arbitrator and any information disclosed in the course of any arbitration hereunder shall be kept confidential by the Parties, and any court order to enforce the decision, judgment, ruling, finding, award, or other determination of the arbitrator shall be filed under seal.

    5. Arbitration Fees and Expenses. JAMS’s administrative and filing fees, the arbitrator’s fees and expenses and all other fees and expenses charged by JAMS and/or the arbitrator to administer or conduct the arbitration shall be shared equally among all parties to the arbitration; provided, that the prevailing Party of the arbitration may recover an award of its share of such fees and expenses if such an award is permitted under this Agreement or applicable law.

    6. Litigation; Waiver. In the event a particular Dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority, or otherwise according to this Agreement or applicable law), each Party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of Travis County, Texas, United States of America and the United States federal courts in the Western District of Texas, Austin Division, for the litigation of said Dispute, and covenant and agree that neither of the foregoing is an inconvenient venue or forum.

    7. Waiver of Jury Trial and Class Action. REGARDLESS OF WHETHER A PARTICULAR DISPUTE IS SUBJECT TO ARBITRATION OR LITIGATION, AND TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY DOES HEREBY WAIVE HIS/HER/ITS RIGHT TO A TRIAL BY JURY, TO PARTICIPATE AS THE MEMBER OF A CLASS IN ANY PURPORTED CLASS ACTION OR OTHER PROCEEDING OR TO NAME UNNAMED MEMBERS IN ANY PURPORTED CLASS ACTION OR OTHER PROCEEDINGS.


  24. Non-exclusivity of Rights. Any rights granted to you by Frozen Logistics under this Agreement are non-exclusive, and Frozen Logistics reserves the right (a) to develop or have developed for Frozen Logistics products, services, concepts, systems, or techniques that are similar to or compete with any of the products, services, concepts, systems, or techniques that you may develop or use in connection with the Marketplace Materials and (b) to hire, appoint, or assist third party developers or systems integrators who may offer products, services, concepts, systems, or techniques similar to or compete with yours.


  25. Confidentiality. During the course of your use of the Marketplace, the Services, or the Marketplace, you may receive information relating to Frozen Logistics or to the Marketplace, the Services, or the Marketplace, including information that is not known to the general public (“Confidential Information”). To the extent permitted by applicable law, you agree that (a) all Confidential Information will remain Frozen Logistics’ exclusive property, (b) you will use Confidential Information only as is reasonably necessary for your participation in the Marketplace, the Services, or the Marketplace, (c) you will not otherwise disclose Confidential Information to any other person or entity, (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. Except as permitted by applicable law, you may not issue any press release or make any public statement related to the Marketplace, the Services, or the Marketplace or use Frozen Logistics’ name, trademarks, or logo in any way (including promotional material) without our advance written permission, or misrepresent or embellish the relationship between you and Frozen Logistics in any way.


  26. General Provisions.


    1. Notice. Unless otherwise expressly stated in this Agreement, Frozen Logistics may give or deliver all other notices to you by means of a general notice posted on this or another page of the Marketplace, as applicable, by email to the email address associated with your User Account or by posting to your User Account, and such notices shall be deemed effective as of their stated effective dates.

    2. Electronic Signatures. If your acceptance of this Agreement is further evidenced by your affirmative assent to the same (e.g., by a “check the box” acknowledgment procedure), then that affirmative assent is the equivalent of your electronic signature to this Agreement. However, for the avoidance of doubt, your electronic signature is not required to evidence or facilitate your acceptance and agreement to this Agreement, as you agree that the conduct described in this Agreement as relating to your acceptance and agreement to this Agreement alone suffices.

    3. Excused Performance. Frozen Logistics is hereby excused for any failure to perform under this Agreement to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.

    4. Assignment and Delegation. You shall not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement without Frozen Logistics’ prior written consent in each instance.

    5. Construction and Interpretation. This Agreement shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.

    6. Headings. Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit or describe the scope, intent, terms, or conditions of this Agreement.

    7. Severability. If any term or condition of this Agreement is deemed invalid or unenforceable by the arbitrator or (if applicable) a court of law with binding authority, then the remaining terms and conditions shall not be affected, and said arbitrator or court of law shall reform the invalidated or unenforceable term or condition to the maximum extent permitted under the law and consistent with the intent of this Agreement.

    8. Entire Agreement. This Agreement, together with those additional terms, conditions, and policies referenced herein or on the Marketplace and/or made available herein by hyperlink (including, without limitation, the Frozen Logistics Privacy Policy, the Frozen Logistics Main Services Agreement, and, to the extent applicable to you, the Seller Services Agreement), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter, and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

    9. Conflicts. Notwithstanding anything to the contrary herein, in the event there is a conflict between a provision of this Agreement and a written provision contained in a service agreement or other written agreement entered into by and between you and Frozen Logistics, then the written provision contained in such service agreement or other written agreement shall govern over the conflicting provision in this Agreement.


  27. Contact Us. Please direct any questions you may have about the Marketplace, the Services, or this Agreement to legal@frozenlogistics.com, with a subject line of “Website Question.” The foregoing contact information may change from time to time by supplementation, amendment, or modification of this Agreement.


  28. Last Modified. This Agreement was last modified on October 27, 2023.