Please read these terms of use (the “Terms”) carefully before accessing or using this website. These Terms constitute the agreement between you and ARCADIA COLD, LLC, ( “ARCADIA COLD”) and govern your use and participation in ARCADIA COLD’s web Site (the “Site”). By using the Site, you acknowledge and indicate your agreement to these Terms.  Do not access, browse, or use this Site, and immediately disconnect from the Site, if you do not agree to be bound by these Terms. 

ARCADIA COLD reserves the right, at any time, with or without notice to you, to change these Terms in its sole and absolute discretion. Please check these Terms periodically for changes. Your continued use of the Site signifies your acknowledgement and acceptance of any changed terms.

In addition to your acceptance of these Terms, your use of this Site is contingent on your acknowledgment and acceptance of ARCADIA COLD’s Privacy Policy, located here: Privacy Policy. If you do not agree to ARCADIA COLD’s Privacy Policy, do not use this Site and immediately disconnect from this Site.

Access to this Site

This Site is intended for the internal use of ARCADIA COLD and its customers and carriers. The Site is hosted by ARCADIA COLD. ARCADIA COLD may alter, suspend, or discontinue this Site at any time for any reason without notice or cost. The Site may become unavailable due to maintenance or malfunction of computer equipment or for any other reason.

You are allowed to access the Site strictly for the business purposes of the company that employs you. You agree that you will only use the Site for the benefit of your employer and that you are authorized to use the Site on behalf of that company. Specifically, you represent and warrant that: (I) you will use the Site solely for the legitimate business purposes of your company; (ii) you have the express consent of your company “employer” to place orders and otherwise transact business, obtain information and otherwise access and use the features and benefits of the Site, including bind your employer to any corresponding payment or other obligations resulting from any transactions you engage in via the Site; (iii) you will keep strictly confidential and, except with respect to those employed by your employer or the ARCADIA COLD, will not disclose to anyone outside your employer any content (as defined below), documents, information, access credentials (as defined below), transaction data, technical, financial, strategic and other proprietary and confidential information relating to the ARCADIA COLD, you, or any other employee  that you may grant access, may generate or be provided via the Site (“confidential information”); (iii) you will cease all use of the Site and the access credentials upon termination of your employment with your employee.

Account & access credentials

In order to access or use some features on the Site, you may have to register or otherwise obtain access credentials, such as a user id, password, etc. (“access credentials”). Ifyou are under the age of eighteen (18), then you are not permitted to register as a user or authorized to use any access credentials and you must disconnect from this Site immediately. 

Whether in connection with registering, transacting business or otherwise, you agree that any information you submit through the Site will be true, accurate and complete and that you will update any such information where necessary. Typically, your access credentials will be provided to you. These access credentials may be associated with an “account” that is specific to you, or an “account” that is generic to your employer. Regardless, you are responsible for safeguarding and maintaining the confidentiality of the access credentials you have been provided, including using all required security measures to ensure the security and confidentiality of those credentials.  You agree to contact ARCADIA COLD immediately if you become aware, or reasonably should be aware, of any breach of security or unauthorized use of your or your member employer’s account.

Intellectual property

Unless otherwise noted, all materials on this Site including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the line (“content”) and the trademarks, service marks, trade dress, logos and/or other intellectual properties contained therein are owned by or licensed to ARCADIA COLD and/or its subsidiaries and affiliates, subject to copyright and other intellectual property rights under united states and foreign laws and international conventions. 

Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any content displayed on this Site, through the use of framing of otherwise, without the prior written permission of the ARCADIA COLD or such third party that may own the trademark or copyright of material displayed on this Site.  All rights not expressly granted are reserved. 

Use limitations

Subject to your full compliance with these terms, the ARCADIA COLD authorizes you to use the Site.  In certain instances, the ARCADIA COLD may suggest, ask or otherwise permit you to download, install or print content.  In such a case, you may do so only in the manner authorized and for the legitimate business purposes of your member employer and agree to maintain all copyright, trademark and other intellectual property notices contained in such content, and not modify, in whole or in part, the content.  You acknowledge that neither you nor your employer acquire any ownership rights by downloading, installing or printing content.

In all instances, the Site is not being sold to you. Rather, you are being granted a limited and revocable license to use the Site. Furthermore, except as expressly permitted in these Terms, you may not: 

1. Remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice the ARCADIA COLD includes in or through the Site or content.
2. Circumvent, disable or otherwise interfere with the ARCADIA COLD’s security-related features including, without limitation, any features that prevent or restrict the use of or copying of any software or other content. 
3. Use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Site or content for any purpose without the ARCADIA COLD’s express written permission.
4. Collect or harvest any personally identifiable information or non-personally identifiable information from the Site including, without limitation, usernames, passwords, email addresses. 
5. Solicit other users to join or become members of any commercial online service or other organization without ARCADIA COLD prior written approval.
6. Attempt to or interfere with the proper working of the Site or impair, overburden, or disable the same.
7. Decompile, reverse engineer, or disassemble any portion of any software or other content, or the Site.
8. Use network-monitoring software to determine architecture of or extract usage data from the Site.
9. Encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity.
10. Violate US export laws, including, without limitation, violations of the export administration act and the export administration regulations administered by the department of commerce; or
11. Engage in any conduct that restricts or inhibits any other user from using the Site.

You agree to fully cooperate with ARCADIA COLD to investigate any suspected or actual activity that is in breach of these Terms.

No legal services or attorney-client relationship

The information contained in this Site is for general guidance on topics selected to ARCADIA COLD.  Such information is typically provided on a blind basis, without any knowledge as to the reader's identity or specific circumstances. The application and impact of relevant laws will vary from jurisdiction to jurisdiction. The information on this Site is provided with the understanding that ARCADIA COLD’s and various authors' and publishers' providing of such information does not constitute the rendering of legal, accounting, tax, career or other professional advice or services. Information on this Site should not be relied upon or used as a substitute for consultation with professional advisors.

Disclaimer of warranties

To the fullest extent permissible pursuant to applicable law, ARCADIA COLD disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.  Specifically, but without limitation, ARCADIA COLD makes no warranties or representations about accuracy or completeness of this Site’s content or the content of any Sites linked to this Site and assumes no liability or responsibility for any (i) errors, mistakes or inaccuracies of content; (ii) personal injury or property damage of any nature whatsoever, resulting from your access to and use of the Site; (iii) any unauthorized access to or use of ARCADIA COLD’s secure servers and/or any and all personal information and/or financial information stored therein; (iv) any interruption or cessation of transmission to or from the Site; (v) any viruses or other harmful components which may be transmitted to or through the Site by any third party; and/or (vi) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of, or the inability to use, the Site or any materials in the Site. Furthermore, you assume the entire cost of all necessary servicing, repair or other correction resulting from your use of the Site. applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you, and you may have additional rights under applicable law. 

You hereby irrevocably waive any claim against us with respect to information, content and materials contained on the Site, including without limitation, user-generated content.

Responses to online requests

From time to time, ARCADIA COLD may offer to provide information or materials via email or otherwise to interested persons.  ARCADIA COLD reserves the right, in its absolute discretion, to reject any requests for such information or materials, or to discontinue the provision of such information or materials to any person, for any reason whatsoever.

LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL ARCADIA COLD BE LIABLE TO YOU OR TO ANY OTHER THIRD PARTY FOR ANY DAMAGES OR INJURY, INCLUDING ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OR FOR LOST PROFITS OR LOSS OF USE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE MATERIALS AND/OR INFORMATION CONTAINED ON THE SITE, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE OR INFORMATION AVAILABLE ON THE SITE, EVEN IF ARCADIA COLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BY USING THE SITE, YOU HEREBY WAIVE AND RELEASE ARCADIA COLD (AND ARCADIA COLD’S SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE ARISING FROM YOUR USE OF THE SITE, OR IN ANY WAY RELATED TO OTHER USERS OR THIRD PARTIES>

Jurisdiction

Any action at law or in equity arising out of or relating to these Terms or to the rights and obligations of users and ARCADIA COLD in connection with the Site, shall be governed by, and construed in accordance with the laws of the Texas, without giving effect to any choice of law rules or provisions that would cause the application of the laws of any jurisdiction other than Texas. The venue properly lies in the state and federal courts located in Texas and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.  ARCADIA COLD makes no representation that information on this Site is appropriate or available for use in other locations.  Those who choose to access this Site from outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.

Links to other Sites

ARCADIA COLD expressly disclaims any responsibility for the accuracy, completeness or availability of information, content and materials found on Sites that link to or from the Site.  ARCADIA COLD cannot ensure that you will be satisfied with any products or services that you purchase from a third-party Site that links to or from the Site, or any third-party information, content or materials contained on the Site, including without limitation user generated content.  ARCADIA COLD does not endorse any of the merchandise, nor has ARCADIA COLD taken any steps to confirm the accuracy, completeness or reliability of, any of the information, content or materials contained on any third-party Site.

ARCADIA COLD does not make any representations or warranties as to the security of any information, content or materials (including without limitation credit card and other personal information) you might be requested to give to any third party on or through any such third party webSite, all of which will be governed by the applicable terms and conditions of use, privacy policies and other relevant agreements governing the use of such third party webSite.  You hereby irrevocably waive any claim against us with respect to information content and materials contained on any third-party Sites, and any liability arising from or in connection with information, content or materials provided by you to such third-party Sites.  ARCADIA COLD strongly encourages you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

User content/submissions

You shall not submit any user content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are liable for any damage resulting from your failure to obtain such permission or for any other harm resulting from user content that you submit.

Further:

I.  You represent, warrant, and covenant that you will not submit any user content that:

1. Violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity.
2. Impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable, or otherwise violates any applicable law.
3. Encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law.
4. Is an advertisement for goods or services or a solicitation of funds; or
5. Contains a formula, instruction, or advice that could cause harm or injury; or

Moreover, any conduct by that in ARCADIA COLD’s sole discretion restricts or inhibits any other user from using or enjoying the Site will not be permitted. 

II.  By submitting user content to or through the Site, simultaneously with such submission you automatically grant, or represent or warrant that the owner has expressly granted, to ARCADIA COLD a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the user content (in whole or in part) as ARCADIA COLD, in its sole discretion, deems appropriate including, without limitation, (a) in connection with ARCADIA COLD’s business; and (b) in connection with the businesses of ARCADIA COLD’s affiliates, licensees, assignees, successors, parents, subsidiaries, and their related companies.  ARCADIA COLD may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such user content. furthermore, you also grant other users permission to access your user content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your user content for personal, non-commercial use as and to the extent permitted by the functionality of the Site and these Terms.  Notwithstanding the foregoing, you waive all claims you (or any copyright holder) may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the user content.

III.  By submitting user content, you also grant ARCADIA COLD: (a) the right to use any contact information supplied in a manner consistent with the disclosed purpose for collecting the information, any terms displayed when the information is provided, and/or the terms of any privacy statement or privacy policy posted to or made available via the Site; and (b) a worldwide, perpetual, irrevocable, fully sublicensable, and transferable right, but not the obligation, to use any and all names, identities, titles, likenesses, distinctive appearances, physical likenesses, images, portraits, pictures, photographs (whether still or moving), screen personas, voices, vocal styles, statements, gestures, mannerisms, personalities, performance characteristics, biographical data, signatures, and any other indicia or imitations of identity or likeness listed, provided, referenced, or otherwise contained in the user content (all attributes, collectively, per person, a “persona”), including, without limitation, your name and geographical location (e.g., “a.– Austin, TX”), in any format, medium, or technology now known or later developed without further notice, approval, or compensation, unless prohibited by law, all in connection with operation of the Site or as otherwise disclosed.

IV.  ARCADIA COLD has the right, but not the obligation, to monitor user content.  It also has the right in its sole discretion and for any reason whoever edits, refuses to post, remove, or disable access to any user content.

https://arcadiacold.com/contact/

Indemnification

You agree to indemnify and hold harmless ARCADIA COLD and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies (collectively, the “ARCADIA COLD parties”) from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with:  (i) your use of the Site; (ii) user content provided by you or through use of your account; (iii) any actual or alleged violation or breach by you of these Terms; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions.  You agree to cooperate fully with ARCADIA COLD in the defense of any claim that is the subject of your obligations hereunder. 

Termination

These Terms, including your right to use the Site, may be terminated as to you upon: (I) your permanent discontinuation of access and use of the Site; (ii) termination of your employment, for any reason, with your member employer; (iii) termination by ARCADIA COLD, which may be exercised at any time for any reason or no reason at all as determined in ARCADIA COLD’s sole discretion, of your or your member employer’s access credentials or account; or (iv) removal of the Site. 

Upon termination of these Terms as to you, you agree that you will no longer access or use the Site, including your and/or your member employer’s access credentials and account.  Notwithstanding termination of these Terms, certain provisions in these Terms which by their nature should survive termination of the Terms (e.g., confidentiality terms, limitations on liability, jurisdiction terms, user content terms, etc.) shall survive.

Additional terms/modifications

ARCADIA COLD reserves the right in its sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Site or to modify these Terms.  in addition, ARCADIA COLD reserves the right to provide you with operating rules or additional terms that may govern your use of the Site generally, unique parts of the Site, or both (“additional terms”).  to the extent any additional terms conflict with these Terms, the additional terms will control.

Modifications to these Terms or additional terms will be effective immediately upon notice, either by posting on the Site or notification by email or other documentation.  It is your responsibility to review the Terms from time to time for any changes or additional terms.  Your access and use of the Site following any modification of these Terms, or the provision of additional terms will signify your assent to and acceptance of the same.  If you object to any subsequent revision to the Terms or to any additional terms, immediately and permanently discontinue use of the Site.

General provisions

These Terms shall be governed by and construed in accordance with the laws of the State of Texas and the laws of the United States, without giving effect to any principles of conflicts of law.  If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.  No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and ARCADIA COLD’s failure to assert any right or provision under these terms and conditions shall not constitute a waiver of such right or provision. You may not assign these Terms or assign any rights or delegate any obligations hereunder, in whole or in part, without ARCADIA COLD’s prior written consent.  Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.  ARCADIA COLD may assign these Terms or any rights, and delegate any obligations hereunder without your consent and without notice. You agree that any cause of action arising out of or related to the webSite must commence within one (1) year after the cause of action accrues; otherwise, such cause of action shall be permanently barred.

Acknowledgment

BY ACCESSING OR USING THIS SITE, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO ABIDE BY THESE TERMS AND CONDITIONS.

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