Online Marketplace Agreement

Last Modified: 12-01-21

Upon your acceptance of it, this document constitutes a binding contract between you and us.  Please review it carefully.  

Parties

The terms “Road Lives”, “we”, “us” and “our” refer to Road Lives, LLC.  

The terms “you” and “your” refer to any person or entity using or accessing the Services (defined below).

The term “Agreement” means this Online Marketplace Agreement.  

The term “Listing” is the goods and/or services that you are marketing, promoting, advertising, or offering for sale through the Services.  

Background

Road Lives is in the business of providing online platforms and services related to the commercial transportation industry through Road Lives’ websites (the "Websites") and mobile applications (the “Applications”) (the Websites and Applications are collectively the “Online Services”).  Included within these Online Services is allowing qualified users to market, promote, advertise, and/or offer for sale through the Online Services goods and/or services related to the commercial transportation industry or that are targeted for use or purchase by those employed or engaged in the commercial transportation industry (the “Services”).  The Services are only offered and available in the United States.  Subject to the Terms and Conditions set forth in this Agreement, we will grant you a limited, revocable license to uses these Services.  

Acceptance of Terms and Conditions of the Agreement

This Agreement is entered into by and between you and Road Lives. The following terms and conditions (collectively "Terms and Conditions") govern your access to and use of the Services.

Please read these Terms and Conditions carefully before you start to use the Online Services. By using the Services, you accept and agree to be bound and abide by these Terms and Conditions of this Agreement, our Privacy Policy, and all other policies and guidelines related to the Online Services. If you are entering into this Agreement on behalf of a corporation limited liability company, partnership, trust, or any other entity or organization, you are agreeing to these Terms and Conditions on behalf of such organization, and you represent and warrant that you have authority to do so. If you do not want to agree to these Terms and Conditions, the Privacy Policy, or our other policies and guidelines, you must not access or use the Services.  For individuals using the Services, they must be 18 years of age or older and reside in United States.

By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements.

Changes to Terms and Conditions

We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them.

Your access or use of any of the Services following the posting of revised Terms and Conditions means that you accept and agree to all of the changes. You are expected to check this page each time you access or use any of the Services so you are aware of any changes, as they will be binding on you.

Contact Person Required

In connection with requesting the Services, you will provide us the contact information (full name, job title, telephone number, email address and mailing address) for the person who will serve as your primary contact person for the use of the Services.  This person must have the authority to act on your behalf in connection with matters pertaining to this Agreement.   You are obligated to timely update this contact information if it changes.  

Terms and Conditions

  1. Subject to you meeting your obligations to us and your compliance with these Terms and Conditions, we may display your Listing where we determine it is appropriate on the Online Services.

  1. We will charge you, and you agree to pay, the monthly charge set forth by us for each “Item” actively listed for sale on the Listing (the “'Marketplace Listing Fee”).  For products, an “Item” is a single product.  For services, an “Item” is each service.  The Marketplace Listing Fee to be charged to the credit card you provide us, and debited on the first day of each month at 12:01 a.m. on the 1st day of the month.  You will be charged the full Marketplace Listing Fee for that month, even if an Item is removed, sold, modified, or discontinued later that month. Each Marketplace Listing Fee is nonrefundable. It is your responsibility to remove an Item if you no longer want to be assessed a Marketplace Listing Fee for it.  

  1. You grant us a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to host, use, distribute, modify, run, copy, publicly perform, make available, display, translate, and create derivative works of the Listing, and any other content, data, or information related to the Listing, including photos and videos (together with Listing, the “Seller Content”). You represent and warrant that you have all necessary rights in Seller Content to grant us the licenses and rights set forth in these Seller Terms.

  1. You are solely responsible for the contents of your Seller Content. You must ensure that all Seller Content is true, accurate and complete at all times, including without limitation the description, price, applicable taxes or fees, shipping information, required legal disclosures and other advertisement, offer or promotional content.

  1. You are solely responsible for setting the price of products or services you offer on the Listing. If we provide guidance regarding a suggested price for products or services you offer, such guidance is informational only and the decision to accept or reject such guidance is solely yours.

  1. You must ensure that your Listing provides the terms, conditions and policies that apply to the transaction for the goods or services being offered in the Listing.  You are responsible for displaying, keeping up to date and honoring any sales, returns and/or privacy policies and all other relevant terms or information or disclosures that you want to apply to your Listing and that may are otherwise required by law. Any such terms, information, or disclosures do not bind us and must not conflict with these Terms and Conditions or our other applicable terms and policies.

  1. You are responsible for applicable taxes relating to your Listing. Even if we host and display your Seller Content on the Online Services, you are the seller of record and agree to comply with all applicable tax laws and ordinances.  You are solely responsible for all determinations, calculations, collections, withholdings, reporting, and remittance of applicable taxes, duties, fees, surcharges and additional charges (“Taxes and Fees”) for sales that result from your Listing. You are solely liable for all liabilities, including without limitation, any penalties or interest, taxing jurisdictions may assess as a result of the under remittance or non-remittance of any Taxes & Fees imposed on the products or services that you sale through the Listing.

  1. You agree that you are solely responsible for determining that the Services are suitable for your intended use.

  1. Sales of counterfeit or pirated products and sales prohibited by government sanctions are strictly prohibited. In addition, you are expressly prohibited from displaying, promoting, offering, marketing or selling counterfeit or pirated products or services through the Services. You may not use the Services in connection with any activities, individuals or entities that are located in a country or region that is subject to comprehensive U.S. sanctions law or in a manner that would otherwise violate applicable U.S. or non-U.S. trade sanctions laws.

  1. You are responsible for providing customer service to Users in connection with the products and/or services that you sale through the Listing. You are further responsible for providing, managing, paying for, and fulfilling any sales, warranty and customer service, returns, refunds or accommodations to the purchasers of the products and/or services.

  1. You are responsible for ensuring the integrity and safety of your products and services offered or sold through the Listing.   As between us, you are solely responsible for any defect or non-conformity with any such product or service and for complying with any recall or safety alert, or similar direction or notice, with respect to any product or service related to your Listing. You agree to promptly remove any Listing upon issuance of any recall or safety alert, or similar direction or notice, or claim of infringement of intellectual property rights with respect to products or services relating to your Listing.

  1. You shall at all times comply with all laws, statutes, regulations and rules that govern or apply to the products and/or services contained in the Listing as well as the Seller Content.  

  1. We may review your Seller Content to ensure the integrity of our services, but this does not change your obligations to us or to users of the Online Services, but this does not mean that we assume any responsibility or liability or otherwise agree to modify your responsibilities and liabilities under these Terms and Conditions and applicable law.

  1. You (and your successors and assigns) agree to indemnify, defend and hold harmless Road Lives, its members, managers, employees, insurers, representatives, successors and assigns from any and all claims, lawsuits, causes of action, demands, damages, injuries (both personal injuries and death), losses, costs, expenses, and fees (including attorneys’ fees) that arise from or relate to: (i) any Listing by you, (ii) any product and/or services marketed, advertised, or sold on the Listing by you, (iii) your use of the Services; or (iv) Taxes and Fees.  We reserve the right to participate in the defense or any lawsuit at our own expense.

  1. You agree to compensate us in the event your use of the Services causes us any losses or damages.  Also, in the event of a breach by you of any of these Terms and Conditions, we shall have the right to pursue any and all remedies available to us.

  1. We reserve the right to reject or remove any product or service you want to advertise, market or sale in the Listing or in any of the Seller Content.  

  1. We may modify or cease providing our Services at any time, with or without prior notice or liability to you. We may terminate this Agreement by giving you ___ days’ notice.  

  1. Your use and access to the Services is at your sole discretion and risk. We are not responsible for any inaccuracies, errors or liabilities that may arise out of your use of the Services.  We also cannot promise or guarantee you any results form the use of the Services.  

  1. Your use of the Services is non-exclusive.  We may allow competitors of yours to advertise, market, list and sale good or services that compete with you.

  1. Nothing in this Agreement creates any agency, joint venture, franchise, partnership, representative, or other form of joint enterprise, employment, or fiduciary relationship between you and us.  Neither you nor we have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other or to bind the other to any contract, agreement, or undertaking with any third party.

  1. This Agreement shall inure to the benefit of and be binding on both your and our successors and assigns.  

  1. If any portion of this Agreement is found to be unenforceable, then (except as otherwise provided) that portion will be severed and the remaining portion will remain in full force and effect.

  1. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, including all amendments thereof, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Arkansas, United States of America, including its statutes of limitations, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Arkansas.  Neither you nor us shall commence any action, litigation, or proceeding of any kind whatsoever against the other in any way arising from or relating to this Agreement, including all amendments thereto, including claims based in contract, equity, tort, fraud, and statutory claims, in any forum other than United States District Court for the Western District of Arkansas, Fayetteville Division, and if such court does not have subject matter jurisdiction, the Circuit Court of Washington County, Arkansas.  We both irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in such courts. A final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.