Terms of Service - General Terms

The following Terms of Service – General Terms, when accepted and in combination with the additional accepted sections of the Terms of Service shall constitute a legally binding agreement between Mothership Technologies, Inc. (“Mothership”) and the user accepting the Terms of Service (“Agreement”). The effective date of the Agreement shall be the date the user completes its acceptance of all sections required to form the complete Agreement.

DEFINITIONS The following defined terms are used throughout this Agreement including all of its sections:

“Mothership” means Mothership Technologies, Inc., a property broker licensed by the U.S. Department of Transportation, operating under US DOT No. 3029631 and MC No. 38682-B.

“User” means any shipper, licensed motor carrier, or licensed broker authorized to use the services provided by Mothership.

“Service” or “Services” means the transportation related services provided by Mothership.

“Site” means the Mothership website through which Users may utilize the Services.

“Mobile App” means the Mothership Mobile App through which Users may utilize the Services.

“Shipper” means the person or entity seeking transportation services.

“Carrier” or “Motor Carrier” means a motor carrier licensed to transport property by the U.S. Department of Transportation or a State transportation department.

“Co-Broker” means a property broker licensed to arrange for the transport of property by the U.S. Department of Transportation or a State transportation department.

“Freight” or “Cargo” means the products or goods that are shipped by a Motor Carrier.

1. PRELIMINARY TERMS

1.1 The user accepting the Terms of Service is a shipper, licensed motor carrier (“Carrier”), or licensed broker (collectively, the “User”). Along with these General Terms, if you are a Carrier, the “Terms of Service – Motor Carriers” apply to you. If you are a Shipper, the “Terms of Service – Shippers” apply to you. If you are a Broker, the “Terms of Service – Co-Broker” apply to you. You may access each of these separate sections of the Agreement once you have read and accepted these General Terms. This Agreement is not complete unless and until you read and accept the additional Terms that apply to you.

1.2 The accepted Terms of Service altogether shall constitute the complete Agreement intended by and between the Parties and shall supersede all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof.

1.3 The website located at www.mothership.com (the “Site”) and the associated mobile application (“Mobile App”) are copyrighted works belonging to Mothership. Pursuant to contractual agreements, Mothership provides a service that connects licensed Carriers to entities seeking cargo shipment services (“Shippers”) (collectively, with the Site, Mobile App and all services provided therein or otherwise provided by Mothership, the “Service”).

1.4 The Service may be subject to additional guidelines, terms, or rules, including, but not limited to, Mothership’s Shipper Accessorial Rates and Mothership’s Carrier Accessorial Rates provided when Service is requested (collectively, the “Accessorial Rates”), any Standard Operating Procedure documents (“SOPs”) and/or Work Orders put into place between Mothership and Shippers or Carriers, and Mothership’s Privacy Policy. All such additional guidelines, terms or rules are available at https://help.mothership.com and are incorporated by reference into this Agreement.

1.5 By accessing or using the Service, you are accepting this Agreement, on behalf of yourself or the company, entity, or organization that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement on behalf of yourself or the company, entity, or organization that you represent. You may not access or use the Service or accept this Agreement if you are not at least 18 years old. If you do not agree with all of the provisions of this Agreement, do not access or use the Service. By accepting the terms of the Agreement, you or the company, entity, or organization that you represent will be legally bound by these Terms.

1.6 As more fully described below, this Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.

1.7 When you register an account with Mothership or click or tap on the “Book now,” “Submit signature” or “Tap to start” buttons when ordering or fulfilling a shipment, you agree that you are intending to create an electronic signature affirming your full understanding and agreement to be legally bound by all of these Terms of Service and that you are legally permitted to use and access the Mothership service. The most current version of these Terms of Service will always be available for your review under the “terms of service” link located at https://help.mothership.com.

2. SERVICE DESCRIPTION - PROCESS

2.1. Mothership helps to connect Shippers and Carriers for the purpose of shipping freight or cargo by providing a platform whereby Shippers can post details of desired shipment requests and Carriers can accept such shipment requests. Mothership agrees to arrange for transportation of the Freight pursuant to the terms and conditions of this Agreement and in compliance with all federal, state, and local laws and regulations relating to the brokerage of the Freight covered by this Agreement. Mothership’s responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of the Freight. For the avoidance of doubt, Mothership provides the platform for posting and accepting shipments and the billing and claims service described in the Agreement.

2.2. Shipper may post a request for a shipment (“Shipment”) through the Service. At a minimum, Shipper will provide origin and destination addresses, the requested date and pick up time of the Shipment, a description of the items being shipped (including weight and dimensions) and any other relevant information about the Shipment. Mothership is not responsible for the content of any Shipment request. Once the Shipment is accepted for posting by Mothership, the details of the Shipment are posted to the Service. After a certain period of time, the Shipment will be viewable to Carriers in the immediate pick-up location area, though from time to time, and in order to meet Shippers’ specific needs, Mothership may release shipments to certain carriers exclusively, or prior to posting them to the Service. Shippers may cancel a Shipment at any time prior to it being accepted by a Carrier or for a fee thereafter if the Carrier is already enroute.

2.3 Carriers may view available Shipments in their immediate area at any time and accept a Shipment through the Service. The first Carrier to accept a Shipment will be assigned the Shipment. Once accepted by a Carrier, Mothership will notify the Shipper that the Shipment has been accepted. Each Shipper and Carrier is responsible for providing their own computer and/or phones for use with the Service. Mothership may also, from time to time as the circumstances require, connect Shippers and Carriers outside of the Mobile App.

2.4 Mothership does not guarantee that a Shipment will be accepted by a Carrier. If a Shipment is not accepted by a Carrier, Mothership will notify the Shipper that no Carrier is available, and the Shipper shall have the option to modify the Shipment or post the same Shipment again.

2.5. Either the Shipper or the Carrier must issue and provide, either from within the Mobile App, through its own process, or by hard copy, a Bill of Lading for each Shipment. The Bill of Lading must contain, at minimum, the names and addresses of the Carrier and the Shipper, the origin and destination addresses, the requested pick-up and delivery dates and times, description of the items being shipped (including weight and dimensions), accurate third-party billing and other relevant terms and conditions. All Users agree that the Terms in this Agreement apply to the Service and the obligations of the Users and Mothership, and that any different, conflicting, or additional contract terms contained within a Bill of Lading provided by the Shipper or Carrier shall not control. The Bill of Lading form provided by Mothership through the Mobile App is provided for convenience only and shall not be deemed to be issued by Mothership, but instead shall be issued by the Shipper or Carrier.

2.6 The Mobile App automatically provides routes for Shipments, which are provided for information purposes only.

2.7 Once the Shipment has been completed, Carrier will promptly collect the authorized recipient's signature in the Mobile App or electronically deliver to the Service a picture of a hard copy proof of delivery signed by the authorized recipient (“Proof of Delivery”).

3. LICENSES AND ACCOUNTS

3.1 In order to use certain features of the Service, all Users must register for an account with Mothership (“Account”) and provide certain information as prompted by the registration form. Shippers must provide a valid credit card and billing address, ACH information, fund a pre-paid balance or apply for payment terms. Carriers must provide valid license and insurance information, among other documents. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Service. You are responsible for maintaining the confidentiality of your Account login credentials and are contractually responsible for all activities that occur under your Account. Each Account may be accessed by different individuals to whom you provide your login information, but only one may be logged in at any time. You agree to immediately notify Mothership of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Mothership cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3.2 Subject to the terms of this Agreement, Mothership grants you a non-transferable, nonexclusive, license to use the Mothership website (“Site”) for your business use during the term of this Agreement.

3.3 Subject to the terms of this Agreement, Mothership grants you a nontransferable, non-exclusive, license to install and use the Mobile App, in executable object code format only, solely on your own handheld mobile device and for your business use during the term of this Agreement.

3.4 The rights granted to you in this Agreement are subject to the following restrictions:

(a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service;

(b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service;

(d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed to third parties, posted or transmitted in any form or by any means.

3.5 Any future release, update, or other addition to functionality of the Service shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Service content must be retained on all copies thereof.

3.6 Users may contact Mothership’s support team for any support related issues arising from the use of the Service by following the instructions on the Service.

3.7. You acknowledge and agree that the availability of the Mobile App is dependent on the third party from which you received the Mobile App (“App Store”), e.g., the Apple App Store or Google Play. You acknowledge that this Agreement is between you and Mothership and not with the App Store. Each App Store may have its own terms and conditions to which you must agree before downloading the Mobile App from it. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable terms and conditions of the applicable App Store.

4. OWNERSHIP

4.1 Excluding your User Content (defined below), you acknowledge that all of the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service are owned by Mothership or its licensors. The provision of the Service does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Mothership and its suppliers reserve all rights not granted in this Agreement.

4.2 Mothership reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that Mothership will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.

4.3 If you provide Mothership with any feedback, suggestions, bug reports, system errors, and other information or ideas regarding the Service (“Feedback”), you hereby assign to Mothership all rights in the Feedback and agree that Mothership shall have the right to use such Feedback and related information in any manner it deems appropriate. Without limiting the foregoing, this assignment of rights applies to any testimonials you provide, and you hereby also grant Mothership the right to use your name in connection with sharing such testimonials with the public. Mothership will treat any Feedback you provide to Mothership as non-confidential and non-proprietary. You agree that you will not submit to Mothership any information or ideas that you consider to be confidential or proprietary. If you agree to participate in any case studies, you agree that information you provide in connection with the case study is deemed Feedback and that Mothership may use your name in connection with such Feedback.

5. USER CONTENT

5.1 “User Content” means any and all information, data, and other content that a User submits to, or uses with, the Service. User Content includes the information provided in a Shipment request or acceptance. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable.

5.2 In accepting this Agreement, you hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (Section 6 below). For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third-party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Mothership. Because you alone are responsible for your User Content, you alone may be exposed to liability if, for example, your User Content violates the Acceptable Use Policy. Because Mothership does not control User Content, you acknowledge and agree that Mothership is not responsible for any User Content and makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content.

5.3 In accepting this Agreement, you hereby grant, and you represent and warrant that you have the right to grant, to Mothership an irrevocable, nonexclusive, royalty-free and fully paid, sublicensable, worldwide license, to use your User Content, for the purposes of including your User Content in the Service, to create Anonymous Data, and as provided in Mothership’s Privacy Policy (the “Privacy Policy”). All rights in and to the User Content not expressly granted to Mothership in this Agreement or the Privacy Policy are reserved by you.

5.4 We may create anonymous data records (“Anonymous Data”) from your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. We may use and disclose Anonymous Data for any purpose, including improving the Service.

6. ACCEPTABLE USE POLICY

6.1. You agree not to use the Service to collect, upload, transmit, display, or distribute any User Content that:

(a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

(b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or

6.2 You agree not to use the Service to:

(a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;

(b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

(c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent;

(d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks;

(e) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means;

(f) harass or interfere with another User’s use and enjoyment of the Service; or

(g) introduce software or automated Agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.

6.3 Mothership reserves the right (but has no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or otherwise create liability for us or any other person.

7. DISCLAIMERS AND RELEASE

7.1 The Service is provided “as-is” and “as available.” Mothership expressly disclaims any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or noninfringement.

7.2 Mothership (and its suppliers) make no warranty that the Service:

(a) will meet your requirements or expectations;

(b) will be available on an uninterrupted, timely, secure, or error-free basis;

(d) result in any revenue, profits, or cost reduction.

7.3 The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Mothership is not responsible for any delays, delivery failures, or other damages resulting from such problems.

7.4 Mothership offers a platform to connect Shippers and Carriers but does not and does not intend to itself provide trucking services or act in any way as a motor carrier, courier, or shipping provider. It is up to the Carrier to provide shipping services, which may be scheduled through the use of the Service. Other than as expressly accepted in this Agreement, Mothership has no responsibility or liability for any Services provided to Shippers by Carriers. Mothership shall not be deemed to be an agent or a partner of Carrier or Shipper for any reason. Carriers shall not be deemed to be subcontractors or employees of Mothership for any reason. Any dispute Shippers have with any Carrier or other third party, including without limitation any other User of the Service, is directly between the Shipper and any such third party.

7.5 Mothership makes no warranty regarding the suitability, legality, regulatory compliance, quality or ability of any Carriers, Shippers, cargo or freight and shipments scheduled through the use of the Service. By using the service, you or your shipments may be exposed to situations that are potentially dangerous, offensive, harmful, unsafe, or otherwise objectionable. All Users use the service at their own risk. Your interactions with other Users are solely between you and such Users. You agree that Mothership will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other User, Mothership is under no obligation to become involved.

8. THIRD PARTY SITES & ADS

8.1 The Service may contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of Mothership and Mothership is not responsible for any Third Party Sites & Ads. Mothership provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. Mothership has no responsibility for your interactions with any Third Party Site & Ad.

9. COPYRIGHT POLICY

9.1 Mothership respects the intellectual property of others and asks that Users of our Service do the same. In connection with the Service, Mothership has adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users who are repeat infringers of intellectual property rights, including copyrights. If you believe that a User is, through the use of the Service, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent including:

(a) your physical or electronic signature;

(b) identification of the copyrighted work(s) that you claim to have been infringed upon;

(d) sufficient information to permit us to locate such material;

(e) your address, telephone number, and email address;

(f) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

(g) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

9.2 Be advised that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

10. APPLE APP STORE ADDITIONAL TERMS AND CONDITIONS

10.1 The following additional terms and conditions apply to Users utilizing a Mobile App from the Apple App Store. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section 10, the more restrictive or conflicting terms and conditions in this Section 10 apply, but solely with respect to Mobile Apps from the Apple App Store.

10.2 Mothership and you acknowledge that this Agreement is between Mothership and you only, and does not include Apple, and that Mothership, not Apple, is solely responsible for the Mobile App and the content thereof. To the extent this Agreement provides for usage rules for the Mobile App that are less restrictive than the Usage Rules set forth for the Mobile App in, or otherwise is in conflict with, the App Store Terms of Service, the more restrictive or conflicting Apple term applies.

10.3 The license granted to you for the Mobile App is limited to a non-transferable license to use the Mobile App on an iOS Product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.

10.4 Mothership is solely responsible for providing any maintenance and support services with respect to the Mobile App, as specified in this Agreement (if any), or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App.

10.5 Mothership is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Mobile App to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Mothership’s sole responsibility.

10.6 You acknowledge that Mothership, not Apple, is responsible for addressing any claims of you or any third party relating to the Mobile App or your possession and/or use of the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit Mothership’s liability to you beyond what is permitted by applicable law.

10.7 You acknowledge that, in the event of any third party claim that the Mobile App or your possession and use of the Mobile App infringes that third party’s intellectual property rights, as between Mothership and Apple, Mothership and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

10.8 You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

10.9 Mothership’s contact information for any end-user questions, complaints or claims with respect to the Mobile App is: support@mothership.com.

10.10 You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Section 10 of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 10 of the Agreement against you as a third party beneficiary thereof.

11. MODIFICATION

11.1 These Terms of Service are periodically reviewed, modified and enhanced as necessary. Please revisit the Terms of Service periodically to stay aware of any changes thereto. If we modify the Terms of Service, we will make the relevant updates available through the Service and will notify you of the changes by email or by notice within the Service. Amendments will be effective fifteen (15) days after such notice is provided, except that material changes to dispute resolution, arbitration, limitation of liability, or fees will become effective only upon your affirmative acceptance of the updated terms. Continued use of the Service following the effective date of any amendment shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions, as amended. If you do not understand any of the terms herein or have questions or other issues related to your use of Mothership Technologies, Inc., you may inquire regarding the same via email at support@mothership.com.

12. CONFIDENTIALITY

12.1 Each Party shall maintain the confidentiality of the other Party’s non-public information obtained in connection with this Agreement, including shipment information, negotiated pricing and quotes, and account information, and shall disclose such information only to the extent required by law, after providing notice to the other Party where legally permitted.

12.2 Neither Party shall utilize the other Party’s name or identity in any advertising or promotional communications without written confirmation of the Party’s consent, nor shall the Parties publish, use, or disclose the other Party’s non-public information except as necessary to conduct their operations pursuant to this Agreement.

Related Terms and Policies
- Terms of Service - Shipper
- Terms of Service - Concluding Terms - Shipper