Terms and Conditions

These DAT product terms and conditions (this “Agreement”) contains the terms and conditions that govern Your access to and use of the Products (as defined below) and is an agreement between DAT Solutions, LLC (also referred to as “DAT,” “We,” “Us,” or “Our”) and You or the entity You represent (“You” or “Your”). Collectively, You and DAT are the “Parties.” This Agreement takes effect when You click an “I Accept” button or check box presented with these terms or, if earlier, when You use any of the Products (the “Effective Date”).

Authority to Enter into the Agreement You represent to Us that You are lawfully able to enter into contracts (e.g., You are not a minor). If You are entering into this Agreement for an entity, such as the company You work for, You represent to Us that You have legal authority to bind that entity.
Use of the Products
1. Generally. You may access and use the Products in accordance with this Agreement and the Product and Delivery Schedule, as applicable. You will comply with this Agreement.
2. Acceptable Use. You will comply with the Acceptable Use Policy, which may be reasonably updated from time to time by Us.
3. Your Account. To access the Products, You must have an account with Us associated with a valid email address. Unless explicitly permitted by the Product and Delivery Schedule, You will only create one account per email address.
4. Automation. You will not copy or obtain any Product Data in an automated format without prior written approval from Us.
5. Directory. By subscribing to any Product, You authorize Us to include Your Contact Data in Our Directory. All Directory information may be viewed by Our active subscribers.
Orders, Fees, and Payment
1. Ordering Products. You may order Products pursuant to the completion of an Order Form.
2. Fee Invoices. You will pay all fees on net twenty (20) day payment terms unless otherwise specified on the Order Form.
3. Late Payments. All amounts payable by You under this Agreement will be paid to Us without setoff or counterclaim and without any deduction or withholding. As a non-exclusive remedy, We may elect to charge You interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. You will be responsible for reasonable costs associated with collection, including but not limited to collection agency and attorney fees.
4. Incorrect Invoices. Any bill You dispute must be presented in writing within thirty (30) days of receipt of invoice.
5. Taxes. Quoted prices are exclusive of all sales, use, excise, or other taxes or charges payable with respect to the sale, purchase, or use of any of the Products. All government charges upon the Products tendered by this Agreement will be paid by You unless You will furnish Us with a tax exemption certificate acceptable to the authority imposing the tax on Us. However, You will immediately reimburse Us for any taxes incurred by Us on the sale of Products to the extent such tax exemption certificate proves to be insufficient to the applicable taxing authority for any reason.
Changes to the Products We reserve the right, in Our sole discretion, to make changes to the Products, including issuing enhancements, modifications, new versions, and making changes to the format, medium or method of delivery. We will provide You at least one (1) month’s prior notice if We discontinue material functionality of a Product. Notwithstanding the foregoing, notice will not be required if the month notice period (a) would pose a security or intellectual property issue to Us or the Products, (b) is economically or technically burdensome, or (c) would cause Us to violate legal requirements.
Security and Data Privacy You agree to Our Privacy Policy which may be changed from time to time.
Term and Termination
1. Term Length. The Term of this Agreement begins on the Effective Date and continues until the expiration or non-renewal of all outstanding Order Forms. Notwithstanding the foregoing, it may take up to two (2) business days before We process the Order Form and grant You access to the Products.
2. Renewal. The term of each Order Form will be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, Order Forms will automatically renew for additional periods equal to the expiring period or one year (whichever is shorter), unless either party gives the other notice of non-renewal in accordance with Section 13.9.2 at least 30 days before the end of the relevant subscription term.
3. Termination for Cause. This Agreement may be immediately terminated if:
  1. You breach Section 2.2;
  2. You breach Section 8.2 in Our reasonable belief;
  3. either Party breaches the Agreement other than the two above and fails to cure such breach within 10 days of written notice after receipt; or
  4. either Party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction; makes an assignment for the benefit of creditors; or a receiver, trustee or similar agent is appointed with respect to any property or business of either Party.
4. Effects of Termination. Upon termination or expiration of this Agreement, Your access to the Products terminates and the license described in Section 8.1 immediately expires. Termination or expiration of this Agreement will not relieve You of any accrued payment obligations.
Shared Data
1. License. Except as may be modified by the Product and Delivery Schedule, You grant Us the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, sell, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display any Shared Data without geographic limitation and without seeking any further consent from You.
2. Adequate Rights. You represent and warrant to Us that: (a) You, Your Authorized Users, or Your licensors own all right, title, and interest in and to the Shared Data; and (b) You have provided all necessary privacy notices and obtained all necessary consents to share such Shared Data in accordance with applicable law.
3. Restrictions. Neither You nor any of Your Authorized Users will use the Products in any manner or for any purpose other than as expressly permitted by this Agreement. Neither You nor any Authorized User will, or will attempt to, (a) reverse engineer, disassemble, or decompile the Products or Product Data or apply any other process or procedure to derive the source code of any software included in the Products or Product Data or (b) access or use the Products or Product Data in a way intended to avoid incurring fees or exceeding usage limits or quotas. You will not imply any relationship or affiliation between Us and You except as expressly permitted by this Agreement.
4. Suggestions. If You provide any Suggestions to Us, We will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to Us all right, title, and interest in and to the Suggestions and agree to provide Us any assistance We reasonably require to document, perfect, and maintain Our rights in the Suggestions.
DAT Data and Non-Compete
1. Product Data. Upon full payment for Your access to the Products, we grant You a royalty-free, term-limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license to use Products and Product Data.
2. Representations and Warranties. You represent and warrant that: (a) You will not develop and do not sell or offer products or services that compete in any manner with Products; (b) You will only use the Products and Product Data or information You obtain from Us solely for internal business operations; (c) You will not reproduce, republish, resell or distribute such Product or Product Data in any format, in whole or in part, for sale or use by third parties; and (d) You will not use the Products or Product Data or other data or information obtained from Us to compete against Us in any way, including but not limited to (i) aggregating other brokers’ loads; (ii) double-brokering freight or trucks; (iii) transferring Product Data to any other load board or freight matching service provider; or (iv) using Product Data, including without limitation, rate and data analytics information or other proprietary Product information, to develop a competitive lane rate product.
3. Audit. You hereby grant Us and Our authorized representatives’ access to Your premises and all pertinent documents and other information, whether stored in tangible or intangible form, including any books, records and accounts, correspondences, payment, or other transaction information for the purpose of auditing compliance with the Section 8.2. You will cooperate fully with Us in connection with any such audit or inspection and will grant access to Us promptly upon Our request.
4. Injunctive Relief. You acknowledge that Your breach of any provision of this Section 8 of this Agreement will create irreparable harm to Us for which We will be entitled to immediate injunctive relief, and You waive any requirement that We post a bond in connection with such injunctive relief.
Warranty
1. Our Warranties to You. We represent and warrant to You that (a) We have requisite rights and authority to enter into this Agreement; (b) the Products do not and will not infringe the intellectual property rights of any third party; (c) We will comply with all applicable laws and regulations; and (d) We will use commercially-reasonable efforts not to expose You or Your Authorized Users to any virus, malware, ransomware, malicious code, ‘back door,’ ‘Trojan Horse,’ ‘time-bomb,’ or other security vulnerability intended to harm, disable, freeze or enable unauthorized access to computing environments or data. Your exclusive remedy for a breach of Section 9.1(b) is described in 11.1.
2. Your Warranties to Us. You, on behalf of Your Authorized Users, represent and warrant to Us that: (a) You are responsible for Your use of the Products; (b) You will promptly notify Us of any known unauthorized use of the Products; (c) You will use the Products (including, without limitation, Product Data and all content and materials accessible via the Products) for lawful purposes only and subject to this Agreement; (d) Your Shared Data is true, accurate, and correct and You agree to update this Shared Data to maintain its truthfulness, accuracy, and completeness; (e) You will use commercially-reasonable efforts not to expose Us to any virus, malware, ransomware, malicious code, ‘back door,’ ‘Trojan Horse,’ ‘time-bomb,’ or other security vulnerability intended to harm, disable, freeze, or enable unauthorized access to Our computing environment or data; and (f) You will not attempt to gain unauthorized access to the Site or the Products, other accounts, computer systems, or networks under the control or responsibility of Us through hacking, cracking, password mining, or any other unauthorized means.
3. Information Disclaimer. While We endeavor to provide complete and accurate information in Our Products, We make no warranty or guarantee concerning the accuracy, reliability, completeness, or suitability of the information. Product Data is provided as is. We do not make safety determinations; rather We report safety data using government data including, but not limited to, U.S. Department of Transportation records. Your use and reliance on Products are at Your own risk. While We provide an online venue for brokers, carriers, and shippers to offer, sell, and buy products and services. We are not involved in the actual transaction between buyers and sellers. We do not guarantee the safety or legality of transactions consummated outside Our online venue. It is Your sole responsibility to check the credentials of those with whom You conduct business including, but not limited to, verification of safety and authority records.
4. Warranty Disclaimer. To the fullest extent allowed by applicable law, We disclaim any and all warranties or representations with respect to the Products provided hereunder, whether express or implied, arising by law, custom, course of dealing, usage, or trade, or oral or written statements other than those contained herein, or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, freedom of interference with enjoyment, quality, accuracy, completeness, or fitness of the Products or the Product Data. We make no warranty, express or implied, that the Products will generate certain results, or work in combination with other components or as an integrated system. We make no warranty, express or implied, as to the design, sale, installation, or use of the Products.
Limitation of Liability In no event will We be liable to You for any indirect, incidental, special, consequential, or exemplary damages (including damages for loss of profits, revenues, customers, opportunities, goodwill, use, or data), even if advised of the possibility of such damages. Our aggregate liability in damages or otherwise for all causes will be limited to the price actually paid under the current duration of the applicable Order Form.
Indemnification
1. Our Indemnification of You. We will defend You and Your employees, officers, and directors against any third-party Losses alleging that the Products infringe or misappropriate that third party’s intellectual property rights and will pay the amount of any adverse final judgment or settlement. We will have no obligations or liability under this Section 11.1 arising from infringement by combinations of the Products with any other product, service, software, data, content or method. In addition, We will have no obligations or liability arising from Your use of the Products after We have notified You to discontinue such use. The remedies provided in this Section 11.1 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Products and warranty claims with respect to Section 9.1(b).
2. Your Indemnification of Us. You agree to defend, indemnify, and hold harmless Us, its contractors, subsidiaries, and affiliated companies, and all of their respective directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, and attorneys from and against any and all Losses relating to or arising from any misuse of the Product whether or not authorized by You or Your Authorized Users, including without any limitation Your fraud, violation of law, or willful misconduct, any breach of this Agreement, or any dispute between You and another DAT user. For the avoidance of any doubt, You will reimburse Our reasonable attorneys’ fees and costs incurred in connection with Your breach of Section 8, and Our enforcement of its terms.
3. Process. The obligations under this Section 11 will apply only if the Party seeking defense or indemnity: (a) gives the other Party prompt written notice of the claim; (b) permits the other Party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other Party (at the other Party’s expense) in the defense and settlement of the claim. In no event will a Party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other Party.
Confidentiality You may use Our Confidential Information only in connection with Your use of the Products as permitted under this Agreement. You will not disclose Our Confidential Information during the Term, or the five (5) year period following the Term. You will take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of Our Confidential Information, including, at a minimum, those measures You take to protect Your own confidential information of a similar nature.

Miscellaneous

Assignment. You will not assign or otherwise transfer this Agreement or any of Your rights and obligations under this Agreement, without Our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without Your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of Our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Us as a party to this Agreement, and We are fully released from all obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the Parties and their respective permitted successors and assigns.
Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between You and Us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and Us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition, or other provision (a) submitted by You in any order, receipt, acceptance, confirmation, correspondence, purchase order, or other document, (b) related to any online registration, response to any request for bid, request for proposal, request for information, or other questionnaire, or (c) related to any invoicing process that You submit or require Us to complete.
Order of Precedence. In the event of a conflict between this Agreement and any schedule, policy, or exhibit, this Agreement controls unless specifically noted as an exception to this Agreement.
Force Majeure. We and Our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts, or orders of government, acts of terrorism, or war.
Governing Law. This Agreement and the respective rights and obligations of the Parties will be construed, interpreted, applied, and governed in accordance with the laws of the State of Delaware without regard to choice of law principles. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
Disputes.
1. Any controversy or claim arising out of or relating to this Agreement, or the breach the Agreement, will be settled by the Arbitrator utilizing the Rules. Any judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction. The Federal Arbitration Act and federal arbitration law apply to this Agreement. To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to Our registered agent Corporation Service Company, 251 Little Falls Dr., Wilmington, DE 19808 USA.
2. Payment of filing, administration, and arbitrator fees will be governed by the Rules. You may choose to have the arbitration conducted by video conferencing, telephone, based on written submissions, or in Denver, Colorado. We and You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
3. Without in any way limiting the foregoing, if for any reason a claim proceeds in court rather than in arbitration (a) We and You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of the state and federal courts of Denver County, Colorado; (b) We and You waive any right to a jury trial; and (c) We and You may bring suit in court to enjoin infringement or misuse of intellectual property rights, including as described in Section 8.4.
Trade Compliance. Each Party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. You will not use, nor permit Your Authorized Users to use, Products in the following locations: North Korea, Cuba, Syria, Iran, and the Crimea and Donbas Regions of Ukraine. For clarity, You are solely responsible for compliance related to the way You choose to use the Products. You represent and warrant that You or Your Authorized Users are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
Independent Parties and Authority to Bind. We and You are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

Notice.

To You. We may provide any notice to You under this Agreement by: (a) posting a notice on the Site or Apps; or (b) sending a message to the email address then associated with Your account. Notices We provide by posting on the Site or Apps will be effective upon posting and notices We provide by email will be effective when We send the email. You will be deemed to have received any email sent to the email address then associated with Your account when We send the email, whether You actually receive the email.
To Us. Notices required or permitted under this Agreement to Us will be in writing and sent in accordance with the following:

Content	Method
Notice of Billing Errors	Via nationally recognized overnight carrier to DAT Solutions, LLC, 8405 SW Nimbus Ave, Beaverton, OR 97008 Attn: Customer Financial Services Department OR Via facsimile at 503.672.5108 OR Via email billingservices@dat.com
Notice of Non-Renewal	For month-to-month Order Forms: only through account.dat.com For all other Order Forms: email Your account representative
Notice of Breach	Via nationally recognized overnight carrier to DAT Solutions, LLC, 8405 SW Nimbus Ave, Beaverton, OR 97008 Attn: Contract Administration AND Via email contractadministration@dat.com
All other notices required or permitted under this Agreement	Via nationally recognized overnight carrier to DAT Solutions, LLC, 8405 SW Nimbus Ave, Beaverton, OR 97008 Attn: Customer Financial Services Department OR Via facsimile at 503.526.6480 OR Via email contractadministration@dat.com

No Waivers. The failure by Us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit Our right to enforce such provision later. All waivers by Us must be in writing to be effective.
Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect and intent of the original portion to the extent legally permissible. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
Survival. Section 8.1(a) will survive and remain in effect for three (3) years following the termination or expiration of this Agreement. All other provisions of Section 8 and Sections 7, 10, 11.2, 12, 13.5, 13.6, 13.7, and 13.9 of this Agreement, as well as any other provision that, to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of this Agreement. All other provisions of this Agreement will not survive the expiration or earlier termination of this Agreement.

Definitions
1. Apps means downloadable software, including the mobile device software.
2. Arbitrator means a single arbitrator from the Judicial Arbiter Group, Inc. 1601 Blake St #400, Denver, CO 80202.
3. Authorized Users means, and will be limited to, Your employees, agents, and contractors (for whom You have paid all applicable fees for use of the Product) who have obtained usernames and passwords initially issued by Us with respect to the Product. If applicable, the number of Authorized Users for a specific Product may be set forth in the applicable Order Form.
4. Confidential Information means all nonpublic information disclosed by Us, Our affiliates, business partners or Our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Our Confidential Information includes: (a) nonpublic information relating to Us or Our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (b) third-party information that We are obligated to keep confidential; and (c) the Product Data. Our Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to You at the time of Your receipt from Us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by You without reference to the Our Confidential Information.
5. Contact Data means company name, company mailing address, company email address, company telephone number, and Department of Transportation data.
6. Losses means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
7. Order Form means the (a) ordering document or (b) ordering webpage prepared by Us and signed or click-accepted by You that list the Products, number of Authorized Users (unless otherwise unlimited), price, renewal terms, and subscription length.
8. Products means the Site, software, and documentation as set forth in Order Forms, Statement(s) of Work, and Our support those items made available through the Site or Apps.
9. Product Data means all data provided on a non-exclusive basis by Us to You via the Products, including without limitation usage data, statistics, and aggregated and deidentified Shared Data.
10. Policies means the Acceptable Use Policy and the Privacy Policy, both as amended from time to time.
11. Rules mean the Commercial Arbitration Rules promulgated by American Arbitration Association.
12. Site means DAT.com and all its subdirectories.
13. Shared Data means any data and information You or Your Authorized Users upload, transmit, or submit to the Us including without limitation Contact Data but specifically excluding Personal Data as defined in the Privacy Policy.
14. Suggestions means all suggested improvements to the Products that You provide to Us.

DAT® SOLUTIONS, LLC TERMS & CONDITIONS
The following terms and conditions (“Terms & Conditions”) govern your use of the DAT Solutions, LLC (“DAT”) service which may consist of web sites, mobile applications, installed applications, and service offerings (“Service”). By accessing, viewing, or using the content, material, or services available on or through this Service, you (“You”) indicate that you have read and understand the Terms & Conditions herein and as they may change from time to time, and that you agree to them and intend to be legally bound by them. “You” refers to the individual using the DAT Service and if You use the Service on behalf of a corporation, LLC, partnership, or other business entity, then You shall include that business entity and any individuals associated therewith using our Service. Once You accept these Terms & Conditions, You hereby acknowledge and agree that at anytime, and at its sole discretion, DAT may modify the Terms & Conditions by posting the modified Terms & Conditions on the Service, accessible via a link entitled DAT Terms & Conditions associated with this agreement and/or Site or any successor site explicitly designated. If You do not agree to these Terms & Conditions, You are not granted permission to use this Service.

1. APPROPRIATE USE.
  You acknowledge that our service is a neutral venue where customers may meet; as such we have no control over the quality, safety, or legal aspects of the transactions that may take place. You certify:
  1. For DAT freight match services:
    1. You are a bona fide shipper, freight broker, 3PL, freight forwarder, intermodal or rail company or motor carrier of a legal age to operate and to enter into an agreement of this nature.
    2. You shall maintain appropriate authority and will cease immediately to use the DAT service if for any reason You no longer maintain such authority.
      1. You will not represent yourselves as operating under the authority of any company without express permission from such company.
      2. You will not attempt to broker freight without proper legal authority.
      3. You will not enter into any transaction to transport freight without the appropriate carrier authority. You must be authorized as an interstate carrier to use DAT Service(s) in any way that involves interstate transport. If you are an intrastate carrier only, you are strictly prohibited from the use of DAT Service(s) other than for intrastate purposes.
      4. You will not enter into any transaction to transport freight without the appropriate level of insurance coverage or bond.
      5. You will not enter into a transaction to transport freight outside the geographic bounds of your carrier authority.
      6. You will not enter into a transaction to transport commodities You are not authorized to transport.
      7. You will not enter into any transaction to transport freight on equipment that fails to meet any applicable Federal or State regulations.
  2. That your use of the DAT Service is solely for your commercial purposes related to your movement of freight or other services offered by DAT on the Service and that You shall not reproduce, republish, resell, or distribute such information in any format, in whole or in part, for sale or commercial use by third parties.
  3. Your access or use of the Service is not for the purpose of competing with DAT with respect to the services offered on the Service. You agree any violation shall create irreparable harm.
  4. That without prior written permission of DAT, You will not allow non-registered users access to the DAT Service and will never provide your password to any non-registered user, nor will You share any information from the Service with any non-authorized users. It is a violation of these Terms & Conditions to share your login.
  5. You shall not resell or assign your rights or obligations under these Terms & Conditions.
  6. You agree that any violation of the above warranties may result in (1) immediate termination of your registration and access to the Service, (2) enforcement by DAT availing itself of any other legal remedy under state and/or federal law. If a legal remedy is sought by DAT, You shall be responsible for legal costs, including without limitation, reasonable attorney fees.
  7. You shall conduct your business in an ethical manner and shall not engage in any illegal, deceptive, misleading or fraudulent practice.
  8. Use of any import/export capability to transfer DAT information from your computer system shall be restricted to one or more identified computers located at the address(es) noted on your service agreement, and shall not be distributed to any other location(s). Unless otherwise stated, all information downloaded or exported from DAT services is intended for use by You or the employee performing the download and shall not be distributed to any other users or locations.
  9. All seats provided under your office subscription are for use by your employees or agents located at the physical address listed on your subscription agreement. If desired, your employees may download a second copy of the application on a home computer for temporary or occasional use for company business. Your subscription does not cover your employees or agents that are employed at a different location from the one listed on your subscription agreement. A separate subscription is required for each business location used by your agents and employees.
  10. Job aggregators are not allowed to post jobs on the DAT Service and You agree such access may be terminated at any time.

DAT DISCLAIMER.
DAT presents information in many ways; most often on our websites; always as a service to You. Our goal is to provide the most accurate information available in our complex and constantly changing transportation marketplace. While we endeavor to be as accurate and timely as possible, we make no warranty or guarantee concerning accuracy, reliability, completeness, or suitability, and provide all information AS IS. Use of our Service is at your own risk. DAT does not make safety determinations; we report safety data using government data including, but not limited to FMCSA records. The DAT CarrierWatch® product is aggregate content DAT receives from government and commercial sources customarily determined to be reliable. DAT endeavors to keep this information as updated as possible, however, You must make your own determination as to safety, authority and/or business practices. DAT provides a venue for brokers, carriers and shippers to meet in order to offer sell and buy services. DAT is not involved in the actual transaction between buyer and seller. While we may help facilitate, we have no control over and do not guarantee safety or legality. It is your sole responsibility, as a user of the Service, to check the credentials, including but not limited to the safety/authority record, of any party introduced to You by our service and ascertain that such party will meet your transportation needs.
CHANGE TO TERMS & CONDITIONS/SERVICE & DISCONTINUANCE.
DAT may, from time to time, at our sole discretion, make changes to certain of the Terms & Conditions. Notification of any changes will be highlighted on the DAT Service associated with this agreement or Site, accessible via a link entitled DAT Terms & Conditions, in advance of any such change. Your continued use of the Service after any changes shall constitute your agreement. DAT reserves the right (1) to modify, discontinue or suspend any aspect of our Service or site at anytime, and (2) to impose limitations/restriction or restrict access to our Service without notice or liability.
CONFIDENTIALITY/NON-DISCLOSURE.
DAT may disclose to You, or You may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software technologies, processes, procedures, methods and applications, or other aspects of our business (“Our Information”). You hereby agree and acknowledge that any and all of Our Information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by these Terms & Conditions. Any disclosure of Our Information to a third party, specifically including a direct competitor, is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this agreement. Furthermore,You acknowledge that Our Information is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief.
PROPRIETARY RIGHTS.
Information provided by DAT or its third party information providers is protected by federal copyright law, and is proprietary to DAT and/or its third party information providers.
Copyright. The protected information found on the DAT Service includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited unless permission is granted in writing by DAT. DAT owns, solely and exclusively, all rights, title and interest in and to the DAT Service, all the content (including, for example, audio, photographs, illustrations, graphics, pictures, drawings, sketches, other visuals, video, copy, recordings, software, artwork, images, text forms, etc.), code, data and materials thereon, the look and feel, design and organization of the DAT Service, and the compilation of the content, code, data and materials on such Service, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, and other intellectual property and proprietary rights therein. Your use of the DAT Service does not grant to You ownership of any content, code, data or materials You may access on these Services.
Trademarks. All trademarks, logos, service marks and trade names displayed on DAT’s Service are registered to DAT Solutions, LLC and may not be used unless authorized by DAT. Those that are not the property of, or licensed to DAT Solutions, LLC, are acknowledged on the Service. Nothing contained on any DAT Service should be construed as granting, by implication, any license or right to use any trademark without our written permission or that of the third party rights holder. Your misuse of any trademark is strictly prohibited. If You would like to license the use of any of our trademarks or have questions regarding trademarks, please contact us.
YOUR ACCOUNT.
To access our Service You must register. You agree to provide true, accurate and complete information as prompted by the registration form and all forms You access in our site or receive directly from a DAT representative, and You agree to update this information to maintain its truthfulness, accuracy, and completeness. By subscribing to any DAT Service, You authorize DAT to include data about You in the DAT Directory. This includes publicly available data about your company, such as your DOT profile information, as well as data You have provided DAT about your company and operations. All DAT Directory information may be viewed by active DAT subscribers.
EXPORT RESTRICTIONS & COMPLIANCE WITH LAWS.
This Service may refer to some services or programs that are not available worldwide without specifically identifying that the offers are geographically limited. Our reference to such services or programs does not imply that DAT intends to offer such services or programs in all countries or locations. You may not access, download, or use the Service or any material provided on our site in violation of U.S. export laws or regulations. You and DAT agree to comply fully with all applicable laws, rules, or regulations, domestic or foreign, including but not limited to the laws and regulations concerning import and export of goods, the Foreign Corrupt Practices Act and other laws prohibiting bribery, nondiscrimination, forced or involuntary labor, and equal opportunity in employment.
OTHER SITES.
This Service may, from time to time, contain links to other Internet websites for the convenience of users in locating information, products, or services that may be of interest. These sites and any other sites operated or maintained by third parties are operated or maintained by organizations over which DAT exercises no control, and DAT expressly disclaims any and all responsibility for the content, information, links, and other items, the accuracy and completeness of the information, and the quality of products or services made available or advertised on these third-party sites. DAT does not control, endorse, promote, or have any affiliation with any other website unless expressly stated herein.
MOBILE SERVICES.
This Service may provide certain services that are available to You via your mobile phone or other mobile device if You have downloaded an application or subscribed to them, including the ability to use your mobile device to receive and reply to messages from DAT and access certain other features (collectively, the “Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees may apply to your use of the Mobile Services. You acknowledge that use of Mobile Services, including location information, is subject to network capabilities, environmental conditions such as structures, buildings, weather, geography, landscape, and topography, available data, atmospheric conditions and other factors. Use may be limited to mobile devices located in the United States. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, You are responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices, what restrictions, if any, may be applicable to your use of the Mobile Services and how much they will cost You. By using the Mobile Services, You agree that DAT may communicate with You by SMS, MMS or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to DAT. In the event You change or deactivate your mobile telephone number, You agree to promptly update your mobile subscription account information with us to ensure that the messages DAT intends to send to You are not sent to another entity who acquires such mobile telephone number. Due to coverage limitations, DAT location information or data received through Mobile Services should not be used for or relied on for emergency location or safety purposes. NOTHING CONTAINED IN THESE TERMS AND CONDITIONS WILL CONSTITUTE OR BE CONSTRUED AS ANY REPRESENTATION OR WARRANTY BY DAT THAT THE MOBILE SERVICES, INCLUDING WITHOUT LIMITATION, LOCATION INFORMATION (A) WILL BE AVAILABLE, UNINTERRUPTED, TIMELY OR ERROR-FREE; (B) WILL MEET YOUR REQUIREMENTS; OR (C) WILL INCLUDE DATA THAT IS ACCURATE, COMPLETE OR RELIABLE.
INTERACTIONS WITH THE SERVICE.
By interacting with the Service, transmitting any information, material, suggestions, or other content (collectively, “User Content”) to DAT, You automatically grant DAT the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such User Content (in whole or part) throughout the universe and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such User Content. By interacting with the Service or transferring information You agree that DAT, its affiliates, and assigns are licensed to use the information in a manner we deem reasonable in our sole and independent judgment. Further, DAT is free to use any ideas, concepts, know-how, techniques, and suggestions contained in any communications You send to this Service for any purpose whatever, including, but not limited to, creating and marketing products or services using such information. DAT welcomes your feedback and suggestions about how to improve our Service.
SYSTEM REQUIREMENTS.
You agree to abide by recommended system requirements, including amendments and upgrades thereto as published by DAT from time to time, and agree that DAT’s Service shall not be installed or used on any computer system that does not meet minimum requirements.
DRIVER SAFETY
You agree to assume full responsibility to drive safely, observe all traffic rules/laws and use your own personal best judgment while driving. You agree that You will not enter or change information or otherwise interact with the Service while driving and You waive any claims against DAT that may arise out of any accidents or damages resulting from use of the Service in violation of the foregoing.
MIS-USE OF MEDIA POSTINGS, MONITORING, INDEMNIFICATION.
Although DAT may, from time to time, monitor or review discussions, chats, blogs, forums, social media postings, transmissions, bulletin boards, and the like on the Service, DAT is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information contained within such locations on the Service. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise violate any law. DAT will fully cooperate with any law enforcement authorities or court order requesting or directing DAT to disclose the identity of anyone posting any such information or materials. DAT reserves the right to remove messages or material posted by You, as a user of the Service, to message boards or other areas, at its sole discretion. By submitting messages and/or materials to the Service, You agree to indemnify, defend and hold harmless DAT from all damages, costs and expenses, including reasonable attorneys’ fees and costs arising out of all claims, challenges or actions, including claims for infringement, libel and slander, related to your submission.
PUBLIC FORUMS.
DAT may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through our websites. In addition to any other rules or regulations that we may post in connection with a particular service, You agree that You shall not upload, post, transmit, distribute or otherwise publish through any website or any service or feature made available on or through our websites, any materials which (A) restrict or inhibit any other user from using and enjoying the websites or the websites’ services, (B) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (C) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (D) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (E) contain a virus, spyware, or other harmful component, (F) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (G) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from DAT. You also may not offer to buy or sell any product or service on or through your comments submitted to our forums. You alone are responsible for the content and consequences of any of your activities.
PRIVACY STATEMENT.
DAT respects your privacy and security. DAT’s goal is to provide You with a personalized Internet experience that delivers the information, resources, and services that are most relevant and helpful to You. In order to achieve this goal, DAT may collect information during your visits to understand what differentiates You from other users. This Privacy Statement incorporated and made a part hereof, discloses the information gathering and dissemination practices of DAT and can be viewed at www.DAT.com.
DISCLAIMER OF WARRANTY AND LIABILITY.
THIS SERVICE AND THE CONTENT ON AND MADE AVAILABLE HEREIN, AND THE SERVICES AND PRODUCTS OFFERED IN CONNECTION THEREWITH ARE MADE AVAILABLE ON AN “AS IS” BASIS ONLY. USE OF THIS SERVICE IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT SUCH INFORMATION AND MATERIALS MAY CONTAIN INACCURACIES OR ERRORS AND WE EXPRESSLY EXCLUDE LIABILITY FOR ANY SUCH INACCURACIES OR ERRORS TO THE FULLEST EXTENT PERMITTED BY LAW. DAT MAKES NO REPRESENTATIONS OR WARRANTIES, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THIS SERVICE AND THE CONTENT ON AND MADE AVAILABLE THROUGH THIS SERVICE, AND THE SERVICES AND PRODUCTS OFFERED IN CONNECTION THEREWITH, EXPRESS AND IMPLIED, WRITTEN AND ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, AND OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUALITY, SYSTEMS INTEGRATION, AND NON-INFRINGEMENT. DAT shall not be liable for any direct, special, indirect, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatsoever, including, without limitation, lost revenues or lost profits, which may or does result from the use of, access to, or inability to use this Service, the content, or the products or services connected therewith, regardless of legal theory, whether or not any party had been advised of the possibility or probability of such damages, and even if the remedies otherwise available fail their essential purpose. You acknowledge that DAT’s sole obligation and exclusive responsibility in the event of material and continuing non-conformity, defect or error in the Service shall be to take reasonable corrective actions upon discovery of the problem, and in no event shall DAT and/or its third party information provider’s cumulative liability under this agreement exceed the total fees paid by You to DAT during the preceding 6 months. DAT’s liability is limited to the fullest extent permitted by law.
INDEMNIFICATION.
You agree to defend, indemnify, and hold harmless DAT, its contractors/subsidiaries/affiliated companies, and all of their respective directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, and attorneys from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, losses, risks, costs, and expenses (including without limitation attorneys’ fees and litigation expenses) relating to or arising from this Service, your use of this Service (or any derivatives of this Service offered to You) or any use under your password whether or not authorized by You, your fraud, violation of law, or willful misconduct, and any breach by You of these Terms & Conditions, including, but not limited to, your use of our site, uploading, emailing, posting, publishing, transmitting or submitting any content related to our site, or any misrepresentation, breach of warranty or certification made by You.
FEES & PAYMENTS/PURCHASING SERVICES.
For Monthly Statement and ACH customers, DAT will invoice You on a monthly basis for all Services, and all amounts due under such invoice shall be payable within twenty (20) days after the date of invoice. You shall pay all fees at the current rates in accordance with the current DAT payment policies, which may be modified from time to time at the sole discretion of DAT; customarily by written notice specified on your invoice. You are responsible for all taxes. Certain Services may require pre-paid fees and DAT payment policy may not apply to certain other Services (see DAT ONBOARD below).
For credit card customers, You understand that your credit card may be charged for the services selected immediately upon receipt of your access passwords. Thereafter, your credit card may be charged in advance for services provided. Subscription price may be prorated for partial month at start up.
If any amount due DAT is not paid as specified, such amount will be subject to a finance charge, equal to 1.5% of the unpaid balance per month (18% per annum) or the highest amount allowable by law whichever is greater. DAT shall apply all payments on accounts first to finance charges, and the remainder, if any, to the principal. DAT reserves the right to hold You responsible for reasonable costs associated with collection, including but not limited to collection agency fees.
Payment is due while service is active even if not used. You agree that any returned payment may be subject to a returned payment fee. Prices are subject to change upon notice. DAT reserves the right to deny service to anyone at its sole discretion and to cancel service upon reasonable notice and/or reasonable attempts to notify.
SECURITY DEPOSIT.
DAT reserves the right to require a security deposit payable in advance of initiating any service and retain such deposit for a duration determined solely by DAT.
DISPUTES.
All billing disputes must be presented in writing to DAT within thirty (30) days of invoice date. Direct inquiries to the Customer Financial Services Department, DAT Solutions, LLC, 8405 SW Nimbus Ave, Beaverton, Oregon 97008, or via FAX at 503.672.5108, or by e-mail to billingservices@dat.com.
TERMINATION POLICY. (As Applicable.)
DAT may with or without notice, terminate your access to this Service in the event You violate these Terms & Conditions or for any reason or for convenience. DAT may deny or cancel service immediately at its sole discretion if complaints are received. If You have a month-to-month contract, You may terminate your Service by going to account.dat.com to initiate the termination. The termination will be effective on your next bill cycle date prior to which time the Service will remain available to You. For annual or multi-year agreements, the terms of your signed contract shall govern. Upon termination, immediately discontinue your use of the Service and destroy all materials obtained from the Service. Payment obligations, as agreed to by You in writing, in advance of termination, may survive termination. In the event You terminate a contract early, DAT reserves the right to charge back multiple month term contract sign-up discounts received or charge an early termination fee as set forth in your signed contract.
ADDITIONAL TERMS.
Certain features, programs, products or services may contain separate terms and conditions, which are in addition to these DAT Terms & Conditions. In the event of conflicting provisions, the additional terms and conditions will govern.
MISCELLANEOUS PROVISIONS.
You accept that DAT has the right to change the content or technical specifications of any aspect of the Service at any time, at its sole discretion.

These Terms & Conditions and any updates hereto represent the entire agreement between You and DAT with respect to the subject matter hereof, supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements between us, and will be governed by and construed in accordance with the laws of the State of Delaware. The waiver or failure of DAT to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any other rights established under these Terms & Conditions.In the event DAT retains legal counsel to enforce this agreement it shall be entitled to receive attorney’s fees, including fees on appeal, whether or not suit or action is commenced. If any provision of the Terms & Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms & Conditions remain in full force and effect.

CONTACT US.
If you wish to report a concern regarding these Terms & Conditions, have any questions or need assistance, please contact DAT via email at contractadministration@dat.com, or by telephone at 800-547-5417.

PRODUCT SPECIFIC TERMS

DAT ONTIME MOBILE APPLICATION
In addition to the terms above, You agree that by downloading the DAT OnTime application (“DAT OnTime”), DAT will license to You use of DAT OnTime for purposes of i) accepting tracking on a shipment, ii) viewing shipment addresses and appointment times and notes about the shipment, iii) marking shipments at risk, and iv) exchanging messages with the load provider. You expressly consent to and grant DAT the right to collect and disclose the location of your mobile device and other related information (“Location Information”) for use in connection with the DAT OnTime Service. You authorize DAT to share Location Information with the load provider requesting the tracking that you accepted. In addition, DAT reserves the right to utilize Location Information gathered through DAT OnTime, as part of an aggregated data set, for any reasonable commercial use; however, this data does not include any of your personal identifying information. Upon termination, DAT retains all rights to previously captured data.

RATEVIEW
Confidentiality of DAT Rate Information. You will not use DAT rate information or other proprietary product information to develop a competitive lane rate product or provide DAT rate or product/service information to any company considered by DAT to be a competitor. You shall not attempt to mine or replicate the rate database in order to compete with DAT. You may use bulk download capability for internal purposes. Customer may not replicate or resell data or files structures received from DAT. Confidentiality requirements shall survive any termination of your agreement(s).

CONNEXION
You must use a DAT certified transportation management system in order to use DAT Connexion. You agree to only use DAT Connexion within the designed functionality of the certified transportation management system and not to reverse engineer DAT Connexion, access DAT Connexion outside of the certified transportation management system, or make any other use of or access to DAT Connexion. It is solely your responsibility at all times to backup your data to be prepared to conduct your account without access to DAT Connexion. DAT DOES NOT REPRESENT OR WARRANT, AND SPECIFICALLY DISCLAIMS, THAT DAT CONNEXION WILL BE AVAILABLE WITHOUT INTERRUPTION. However, DAT shall use commercially reasonable efforts to make DAT Connexion available to You during standard business hours.

DAT ONBOARD
DAT OnBoard is a DAT product; co-branded by the named Broker and DAT. DAT will not sell information provided by carrier in the DAT OnBoard process and will not disclose any personal information, i.e. tax ID numbers, to any third party; however DAT reserves the right to use information provided to (a) send You marketing communications that we believe may be of interest to You in accordance with your preferences; (b) maintain, improve, and/or enhance the DAT Services; and (c) protect You. Non-personal information provided by the carrier using DAT OnBoard, such as equipment, preferred lanes and insurance agent information may be shared within the DAT network. DAT OnBoard carriers are authorized to use such Service at no charge.

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