Carrier Subscription Agreement
Terms and Conditions
September 22, 2023

  1. This Subscription Agreement (“Agreement”) between DFN Freight Exchange Inc. (“DFNX”) and you/your company, a carrier, (hereafter, “Subscriber”) (which refers to you personally if you are acting on your own behalf, or a legal entity for which you are an authorized representative) governs the terms and conditions by which Subscriber accesses and interacts with DFNX’s electronic marketplace connecting carriers and shippers and certain other related on-line services, including database facilities and payment processing (“On-line Services”) during the term of the Agreement.

    DFNX IS NOT A CARRIER, SHIPPER, NOR BROKER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY DFNX IS A CARRIER, SHIPPER, OR BROKER, OR THAT DFNX IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A MOTOR CARRIER, SHIPPER, OR BROKER. DFNX HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR CARRIER SERVICES, OR BROKER SERVICES PROVIDED TO ANY SHIPPER OR ANY OTHER PARTY USING THE SERVICES, NOR LIABLE FOR ANY OBLIGATIONS OF SHIPPER. NO INTERLINING ARRANGEMENT IS CREATED BY THIS AGREEMENT.

  2. Subscriber acknowledges that the On-line Services provided by DFNX’s on-line platform, including DFNX’s website, (together, the “System”) is limited to providing the Subscriber access to shippers (the “Shippers”, individually the “Shipper”) that subscribe to DFNX’s On-line Services for purposes of (i) Shippers posting loads for motor carriage, (ii) Subscriber posting its availability to perform motor carriage services to Shippers and accepting a Shipper’s request for motor carriage services on mutually agreed upon terms and conditions of carriage between the Shipper and Subscriber  and (iii) facilitating Shipper and Subscriber payment processing with DFNX serving as an intermediary for such processing.
  3. In consideration of and as terms of DFNX’s offering the System described herein to Subscriber (the “Services”), Subscriber acknowledges and agrees as follows:
    a) Subscriber, without limitation, shall provide and understands the System may publish (i) geographic range of operation, (ii) servicing capacity, cargo and/or equipment restrictions, (iii) safety ratings and operating authorities (iv) scope of and amounts of insurance coverage and (v) other related and relevant details for purposes of performing motor carriage services requested in connection with the carriage (collectively, “Subscriber Information”). In addition, Subscriber shall disclose its all-inclusive and comprehensively detailed freight and related charge(s) for its carriage, which shall be inclusive of freight rates and applicable accessorial and other charges, e.g., DFNX transaction processing mark-up. (“Carrier’s Charges”).

    b) Subscriber will invoice only DFNX for purposes of payment for the applicable motor carriage services for Shipper by DFNX as set forth in Section 4; it will not look to a Shipper or any other third-party for payment. Subscriber acknowledges that the charge to Shipper for motor carriage services may not equate to the Carrier’s Charges and any difference may be collected by DFNX from a Shipper for the Services. 

    c) In connection with the shipment of goods from a Canadian origin point other than (i) Prince Edward Island or Newfoundland or (ii) the Canadian Territories, Subscriber acknowledges that the “Carrier Charges” to be disclosed pursuant to Sub-Section a) above is based on Subscriber assuming limited Carrier liability for loss or damage to goods while in transit to an amount of CN$2.00 per pound in accordance with the “uniform bill of lading” deemed to be applied under applicable law.  As provided for in Section 4, below, in the event that in accordance with said deemed “uniform bill of lading” a Shipper declares a value to Subscriber for liability purposes in connection with any shipment that results in a related freight bill surcharge or excess billing by Subscriber, Subscriber may render an invoice for same to DFNX, which shall be accompanied by a copy of the relevant declaration of value together with other supporting documentation as deemed necessary by DFNX (“Carrier Surcharge”).  Subscriber agrees that it will invoice a Carrier Surcharge only to DFNX for purposes of payment for the applicable motor carriage services for Shipper by DFNX as set forth in Section 4 and that it will not look to a Shipper or any third-party for payment. Any such Carrier Surcharge shall be passed as a “flow through” by DFNX to Shipper.  DFNX will be responsible for payment of a Carrier Surcharge in accordance with Section 4 below.

    d) Subscriber shall utilize its best efforts to comply with the terms and conditions of any agreement between it and a Shipper, such as providing the Shipper with any necessary information to carry out its agreed mandate in a timely manner.

    e) The Subscriber acknowledges that DFNX is not an agent of the Subscriber, the Subscriber and Shipper form a direct relationship for carriage, and DFNX is in no manner responsible for the Subscriber fulfilling its mandate. DFNX accordingly does not assume any obligation concerning (i) the manner of loading, securement, carriage, handling, routing of cargo, (ii) a Shippers preparation of a shipment, related paperwork or any related declarations thereon or otherwise, (iii) Subscriber’s fleet operations, including without limitation, driver selection, training, management or dispatch or equipment selection, maintenance or deployment, (iv) the roadworthiness or suitability of any goods and/or their packaging for carriage, or (v) any related or other advice, information and/or instruction to respect of the Shipper’s goods tendered for carriage.

    f) Services offered by the Subscriber to the Shipper are the sole responsibility of the Subscriber, and Subscriber shall comply with all applicable laws.  Subscriber acknowledges that DFNX does not guarantee, warrant or make any representation concerning any Shipper’s compliance with laws applicable to its operations and its tender of goods for carriage. Subscriber shall be responsible for satisfying itself and undertaking all due diligence inquiries concerning a Shipper and its operations relevant to Subscriber. In addition, Subscriber shall indemnify, defend, and hold harmless DFNX in any claim made against DFNX by a Shipper.

  4. Payment of Carrier Charges and Carrier Surcharge
    a)
    Subscriber shall invoice DFNX for its Carrier Charges and Carrier Surcharges, if any, in accordance with Section 3, above, together with a proof of delivery, acceptance of delivery, and other documentation reasonably required by DFNX, including support for the amount invoiced and a copy of the relevant document(s) where Shipper declared a value. DFNX reserves the right to challenge with an effective and binding declaration of value has been made by a Shipper and/or as to the amount of any Carrier Surcharge. DFNX shall make payment of any undisputed Carrier Surcharge invoicing to Subscriber within thirty (30) days of payment to it by a Shipper. Subscriber acknowledges that DFNX shall have no obligation to pay any Carrier Surcharge to the extent that the same be challenged by Shipper upon presentation by DFNX of such charge to it and/or in the event of the failure of a Shipper to make payment to DFNX of same.

    b)
    Upon compliance with the foregoing, DFNX will make payment to Subscriber of the Carrier Charges within thirty (30) days in such manner as is agreed in writing. Subscriber shall not, under any circumstances, seek any payment from Shipper, consignees, or any other third party.

  5. Intellectual Property
    a)
    The System and all content, information and documents including, without limitation, designs, graphics, data, databases, web pages, text, files, logos, and trademarks and other matters related to the System are owned or licensed by DFNX, and are protected under applicable copyright, trade-mark and other intellectual property Subscriber shall not use DFNX’s registered trademarks, including the name of DFNX, or any of its product names, in any of Subscriber’s business materials including advertisements, websites or other promotional items without the express written consent of DFNX. DFNX has permission to identify Subscriber as a customer, licensee, or user of the System.

    b)
    DFNX has the right to aggregate the Subscriber’s data into the System to create market indexes and indicators. Such indexes and indicators shall be the property of DFNX. Subscriber is directed to DFNX’s Privacy Policy which can be viewed at DFNfreight.com/privacy-policy.

  6. Access
    a)
    Subscriber is permitted to electronically transmit information concerning transportation services. Subscriber acknowledges that all information provided by DFNX is for its own business purposes and Subscriber is prohibited from utilizing such information or the System on behalf of any other person or business or for rebroadcasting or dissemination to third parties, e.g., Subscriber may not serve as a broker or co-broker or provide substituted service for the shipments hereunder tendered without the advance express written authorization of DFNX. If authorization is granted, Subscriber agrees not to use an “Unsatisfactory” or “Conditional” rated carrier.

    b)
    DFNX may provide certain products intended for or capable for use on Subscriber’s mobile phone or other device. Subscriber’s mobile messaging, data and other charges may accordingly apply to its use of such devices. Subscriber bears the sole responsibility of ensuring that the services and products contemplated herein can be utilized and accommodated by their own mobile phone or device. Subscriber agrees that DFNX may communicate with Subscriber by SMS, MMS or other electronic means to the mobile device.

    c) Subscriber is responsible for managing and maintaining authorized Subscriber users of the System.

  7. License
    The use of this System provides the Subscriber with a limited, non-exclusive, non-transferable and revocable license for use solely by the Subscriber for its business purposes as a Carrier, and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other uses. No part of the System or any content may be reproduced in any form or incorporated into any information retrieval.  The Subscriber may not deploy scraping technology or engage in bulk downloads of information from the System.  The Subscriber must not modify, translate, merge with other data, frame in another website, post on another website or otherwise use any content on the System for commercial purposes or further display, distribute or publish any materials from the System or content for use by others. The rights granted do not include the right to use any registered or unregistered trademarks of DFNX. Subscriber may not reverse engineer, dismantle or alter thus System and DFNX owns and reserves all rights in respect of any System modifications or manipulations or resulting manifestations.
  8. Personal Information
    By entering into this Agreement, Subscriber understands and agrees that the collection, use, storage and disclosure of Subscriber’s personal information by DFNX is subject to DFNX’s Privacy Policy, which can be viewed at DFNfreight.com/privacy-policy.  Subscriber acknowledges and accepts that certain information that it provides to DFNX that may be personal in nature and may be made available for purposes and ends of the System.
  9. Termination
    Subscriber may terminate (without refund or credit) its subscription by providing thirty (30) days prior written notice to DFNX.  DFNX reserves the right to deny or cancel the Subscriber’s subscription and access to the System at its sole discretion, and to immediately cancel the Subscriber’s subscription and access to the System. Failure to comply with the terms and conditions of this Agreement and any of DFNX’s rules or policies will result in the immediate suspension or discontinuance of the Subscriber’s subscription, access to the System, and possible legal action. Upon termination of the Subscriber subscription, the Subscriber shall immediately cease to use the System.
  10. System Maintenance
    DFNX may interrupt access to the System in order to maintain, modify, or enhance the System (the “Maintenance”).  DFNX shall not be responsible for any losses incurred by the Subscriber due to any interruptions or delays to the Subscriber’s business activities, which arose from any Maintenance activities.  DFNX may, without notice to the Subscriber, change the content or format of the System at any time that DFNX deems necessary.
  11. Representations and Warranties
    The Subscriber represents and warrants, and covenants that:
    a) The Subscriber is a duly registered or authorized motor carrier of goods. All information provided by it to DFNX in response to any solicitation for information for the purposes of the use of DFNX’s Services herein and providing Subscriber to access to the System and Shippers, shall be accurate, complete and current.

    b)
    The Subscriber shall not refer to or in any way name or endorse DFNX on a bill of lading or similar transportation document or receipt for cargo.

    c)
    The Subscriber is in and shall maintain compliance with all applicable federal, state, provincial and local laws while it is a Subscriber of the System.

    d)
    The Subscriber shall only accept shipments that Subscriber is authorized to carry, such as, but not limited to, cross border, hazardous and/or dangerous goods, operating authority, insurance coverage, equipment etc.
  12. Independent Contractor
    The relationship of the Parties to each other shall at all times be that of independent contractors.  None of these terms and conditions nor any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal, agent, fiduciary, or employer/employee relationship between the Parties.  Neither Party has any right to control, discipline or direct the performance of any employees or agents of the other Party.  Neither Party shall represent to any Party that it is anything other than an independent contractor in its relationship to the other Party.

  13. Waiver
    Failure of either Party to enforce a breach or waiver of any provision of these terms and conditions shall not be deemed to constitute a waiver of any subsequent failure or breach and shall not affect or limit the right of either Party to enforce any such term or provision.

  14. DFNX Limitation of Liability and Warranties

    a) IN NO EVENT SHALL DFNX OR ITS DIRECTORS, EMPLOYEES, SUPPLIERS, SUBCONTRACTORS, OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SYSTEM, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT, (INCLUDING NEGLIGENCE), OR OTHERWISE. THE SUBSCRIBER FURTHER AGREES THAT DFNX AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR SUBCONTRACTORS WILL NOT BE LIABLE FOR ANY CLAIM MADE AGAIST THE SUBSCRIBER BY ANY THIRD-PARTY, INCLUDING A DRIVER. DFNX DOES NOT GUARANTEE THE CREDIBILITY OF ANY CONTRACT MADE, NOR ANY CONTRACTS OR AGREEMENTS ENTERED INTO, EITHER WRITTEN OR VERBAL, BETWEEN ANY PARTIES AS A RESULT OF DFNX’S SYSTEM. DFNX’S ENTIRE LIABIITY AND THE SUBSCRIBER’S EXCLUSIVE REMEDY SHALL BE THE REIMBURSEMENT OF THE SUBSCIRBER’S SUBSCRIPTION FEE.

    b) DFNX HAS NOT REVIEWED ALL OF THE SITES THAT ARE LINKED TO THE SYSTEM AND IT IS NOT RESPONSIBLE FOR THE CONTENT OF ANY OFF-SITE PAGES OR ANY OTHER SITES THAT ARE LINKED TO THE SYSTEM. IF THE SUSBCRIBER ACCESSES OTHER OFF-SITE PAGES OR OTHER SITES FROM THE SYSTEM, THE SUBSCRIBER ACKNOWLEDGES THAT IT ACCESSES THOSE OFF-SITE PAGES AND OTHER SITES AT ITS OWN RISK.

    c) THE SYSTEM IS OFFERED TO THE SUBSCRIBER ON AN “AS-IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS, STATUTORY, OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, COMPLETENESS, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SYSTEM OR ANY CONTENT, DATA OR INFORMATION PLACED ON OR FILED ON THE SYSTEM. THE USE OF THE SYSTEM IS AT THE SUSBSCRIBER’S OWN RISK. WITHOUT LIMITING THE FOREGOING, DFNX DOES NOT WARRANT THAT THE SYSTEM WILL FUNCTION WITHOUT FAILURE, ERROR OR INTERRUPTION OR CORRUPTION. FURTHER, DFNX DOES NOT WARRANT OR REPRESENTATION OR PROVIDE ANY ASSURANCE ON OPINION ON THE CREDIT WORTHINESS, QUALIFICATION OR LEVEL OF REGULATOR COMPLIANCE OF ANY SUSBSCRIBER OR USER OF THE SYSTEM. WITHOUT BEING IN LIMITATION OF THE FOREGOING IT IS ACKNOWLEDGED AND ACCEPTED THAT WHILE DFNX MAY ENGAGE IN A VETTING PROCESS, DFNX DOES NOT GUARANTEE THE VETTING, GRADING, ASSESSMENT OR MEASUREMENT OF MOTOR TRUCK OR MOTOR COACH CARRIERS STANDARDS AND/OR OPERATIONS OR DRIVER QUALIFICATIONS, RATINGS OR QUALIFICATIONS. 

    d) IN NO EVENT WILL DFNX BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS, LOSS OF USE OR LACK OF AVAILABILITY OF THE SYSTEM, EVEN IF ADVISED ABOUT THE POSSIBILLITY OF SUCH DAMAGES OR CLAIM. 

    e) IN NO EVENT SHALL DFNX’S TOTAL LIABILITY TO SUBSCRIBER IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRESS U.S. DOLLARS (US$500.00) OR THE AMOUNT DUE AND OWING BY DFNX TO SUBSCRIBER FOR THE APPLICABLE SHIPMENT.

  15. Indemnification
    The Subscriber agrees to indemnify and hold DFNX and its directors, employees, agents, suppliers, subcontractors, and other Subscribers, harmless from all claims, damages and other liabilities that are asserted against or incurred by DFNX, which arises from any negligent or intentional act or omission by the Subscriber or its affiliates, employees or service providers, clients of the Subscriber, supplier, or any breach by Subscriber of any provision in these terms and conditions.

  16. Notice
    All notices provided or required by these terms and conditions shall be submitted electronically with the System.
  17. Assignment
    The Subscriber may not assign this Agreement.  The Subscriber acknowledges that the System and all other services were compiled, revised, selected, and arranged by DFNX through the expenditure of substantial time, money, and effort, and constitute valuable intellectual property including protected compilations, and trade secrets of DFNX.  The Subscriber agrees not to sell, transfer, assign, publish, distribute, disseminate, or allow any third-party access to, or convey any part of the System to a third-party.  The Subscriber further agrees not to save, or permit any third-party to save, all or any portion of the System.
  18. Amendment
    DFNX reserves the right to amend these terms and conditions at any time by posting amendments on the System.  The Subscriber is responsible for reviewing the amendments on the System, and the Subscriber is deemed to be aware of such amendments upon five business days after the amendments are posted or on the date specified in a notice to the Subscriber.  Continued use of the System after the amendments have been posted constitutes the Subscriber’s acceptance of the amended terms and conditions.
  19. Severance
    If any of these terms and conditions are determined to be invalid or unenforceable, no other terms or conditions shall be affected and the unaffected terms and conditions shall remain valid and enforceable.  The representations, rights and obligations of the Parties shall survive termination.

  20. Force Majeure
    If either Party is prevented from performing its obligations due to an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, pandemic, riots, rebellion, acts of God, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, such failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence.  Economic hardships, including, but not limited to, recession and depression, shall not constitute force majeure events.

  21. Non-Solicitation:
    a)
    Unless otherwise agreed in writing by DFNX, Subscriber shall not solicit during the term of this agreement and for a period of twelve (12) months following termination of this Agreement, notwithstanding termination of this agreement for any reason, freight shipments for any reason, from any Shipper, when any shipments for Shipper was or were first tendered to Subscriber by DFNX.  Subscriber shall not initiate or accept any direct or indirect business relationship with any Shipper to which Subscriber provided carriage under this Agreement. 

    b) If Subscriber provides any Services to a Shipper in violation of the foregoing or solicits and provides carriage to a Shipper during the term of this Agreement or for a period of twelve (12) months thereafter, Subscriber shall be jointly and severally liable with the Shipper to DFNX for each such violation in an amount equal to twenty percent (20%) of all revenues invoiced by Subscriber to Shipper.

  22. Confidentiality
    a) In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of the information disclosed in the furtherance of this Agreement, shall be treated as Confidential, and shall not be disclosed or used except as provided by this agreement for any reason without prior written consent.

    b) In the event of violation of this Section, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.

  23. Entire Agreement
    These terms and conditions contain the entire understanding of the Parties and supersedes all verbal or written prior agreements, arrangements and understandings of the Parties relating to the subject matter stated herein, whether any such document was signed prior to, contemporaneously with or subsequent to execution of these terms and conditions. 

  24. Governing Laws
    These terms and conditions are governed by the laws of the province of Ontario and applicable federal laws. If a dispute arises between the Parties, the Subscriber agrees to submit to the sole and exclusive jurisdiction of the courts of the Province of Ontario.

  25. Acceptance
    If you agree with these terms and conditions and intend to be legally bound by them, please click on the “I accept” button below. If you do not agree with these terms and conditions, click on the “I decline” button below. You may only proceed if you accept the terms and conditions.