1. Contractual Relationship
This Seahorse Express, Inc. Services Agreement, ("Agreement") governs the services (the “Services,” as more fully defined below in Section (3) made available by Seahorse Express, Inc.
THIS IS A CONTRACTUAL RELATIONSHIP. PLEASE READ THIS AGREEMENT CAREFULLY, AS THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SEAHORSE EXPRESS, INC.
The contract of carriage between Seahorse Express, Inc., and any motor carrier providing transportation service for Seahorse Express, Inc., includes these Terms and Conditions identified as the Seahorse Express, Inc., Services Agreement, the Broker Carrier Agreement, and the terms contained within any Rate Confirmation, which are all incorporated by reference herein as if set forth in full. The customers of Seahorse Express, Inc., acknowledge that Seahorse Express, Inc., has relied on customers’ acknowledgement and acceptance of these terms for the basis of the prices charged for transportation services. The Seahorse Express, Inc., Services Agreement governs transportation services.
When you use the Services, you consent to be bound by the terms of this Agreement. You may not use the Services unless you consent to be bound by the terms of this Agreement. This Agreement expressly supersedes prior or future, written or verbal, agreements or arrangements between you and Seahorse Express, Inc.
Seahorse Express, Inc. reserves the right to refuse services to any individual or entity for any reason and may immediately terminate any Services contemplated hereunder.
Supplemental or additional terms may apply to certain Services. These terms will be provided to you through the Commercial Console or any other Seahorse Express, Inc. technology platform and are governed by this Agreement. In the event of any conflict between any written or verbal terms and the terms contained within this Agreement, the terms of this Agreement will prevail.
Seahorse Express, Inc. may amend this Services Agreement at any time. Any new or additional terms become effective when those terms appear as Terms and Conditions listed at www.seahorseexpress.com. Continued use of the Seahorse Express, Inc. Services after the terms of this Services Agreement are updated indicates the consent to be bound by the Services Agreement. The terms contained within any amended Services Agreement will control.
When you use the Services, you acknowledge and understand that you are disclosing certain information to Seahorse Express, Inc. that may be confidential or proprietary and that information will be used by Seahorse Express, Inc. to perform the Services or otherwise used in the business of Seahorse Express, Inc. Without limitation, Seahorse
Express, Inc. shall own all right, title and interest in the information used in the business of Seahorse Express, Inc. Including any information that Seahorse Express, Inc. may derive or otherwise create that was originally obtained from providing the Services.
Seahorse Express, Inc. shall own and retain all rights, title and interest in all services or software. In addition, Seahorse Express, Inc. shall own all technology used to provide the Services and any applications, inventions or other technology developed in connection with the business of Seahorse Express, Inc. and all intellectual property rights related to any of the foregoing.
2. Arbitration Agreement
ANY DISPUTE ARISING WITH RESPECT TO ANY SERVICES OR OTHER ACTION OR INACTION OF SEAHORSE EXPRESS, INC. MUST BE SUBMITTED TO FINAL AND BINDING ARBITRATION CONDUCTED BY THE TRANSPORTATION ADR COUNCIL OF THE TRANSPORTATION LAWYERS ASSOCIATION. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
By using the Services, you have agreed to waive your right to assert any cause of action in a court of law and you acknowledge that any rate, price, quote or other consideration is dependent upon your agreement to resolve any dispute through binding arbitration. This will preclude you from bringing any class, collective, or representative action against SEAHORSE EXPRESS, INC., and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against SEAHORSE EXPRESS, INC. by someone else.
Choice of Law and Choice of Venue.
You agree that this Seahorse Express, Inc. Services Agreement, the Services, or any dispute whatsoever, relating to the work of Seahorse Express, Inc. is to be determined under the laws of the State of Texas. You consent to the venue of Harris County, Texas, for the resolution of any dispute arising hereunder.
The Arbitrator will render an award that may be entered and enforced in any court having competent jurisdiction to do so. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, only to the extent provided under applicable law.
Severability and Survival.
If any portion of this Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed; and, (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis.
3. The Services
The Services comprise all actions or work done by Seahorse Express, Inc., which enables users to arrange and schedule various transportation, logistics, handling, delivery or other services.
Seahorse Express, Inc. is a licensed property broker and you understand and acknowledge that Seahorse Express, Inc. has only assumed the rights and responsibilities of licensed property broker. Any use or misuse of the name or capacity of Seahorse Express, Inc. will not determine Seahorse Express, Inc.’s status as assuming any other liability than as a licensed property broker.
You understand and acknowledge that Seahorse Express, Inc. uses third party, independent contractors to provide the Services to you. Seahorse Express, Inc. does not control the manner or means that the independent contractor performs the Services.
YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN TRANSPORTATION, LOGISTICS AND/OR DELIVERY SERVICES DOES NOT ESTABLISH SEAHORSE EXPRESS, INC. AS A PROVIDER OF TRANSPORTATION, HANDLING, LOGISTICS OR DELIVERY SERVICES OR AS A MOTOR CARRIER.
4. Requirements and Conduct.
You warrant and represent that before requesting all Services that all items are properly labeled and packaged to withstand the rigors of transport and positioned for access by individuals performing the Services. Any additional work that is required to make any item ready for transport is available to you at an additional cost.
You warrant and represent that you have the complete ownership, right, title and interest in any property transported pursuant to the Seahorse Express, Inc. Services Agreement that is necessary to contract for the Services provided to you by Seahorse Express, Inc. The Services may only be used for a lawful purpose and not for transportation of any illegal or hazardous item(s).
You warrant and represent that you have the authority to enter into this Agreement and accept the binding obligations contained herein for yourself and any other party interested in the services provided to you by Seahorse Express, Inc.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SEAHORSE EXPRESS, INC. AND ITS AGENTS OR EMPLOYEES FROM ANY CLAIM, LAWSUIT, DEMAND OR LEGAL ACTION THAT ALLEGES TRANSPORTATION SERVICES WERE PROVIDED
CONTRARY TO ANY LAW OR REGULATION OR THAT WERE PROVIDED ADVERSE TO THE RIGHTS OF ANY OWNER OR OTHER PARTY WITH A FINANCIAL OR OWNERSHIP INTEREST IN ANY PROPERTY TRANSPORTED HEREUNDER.
You consent and agree to pay for all Services provided to you or through your account. All Charges and payments will be enabled by Seahorse Express, Inc. using the preferred payment method designated in your Account. All charges paid by you are final and non-refundable, unless otherwise determined by Seahorse Express, Inc.
Payment for the Services is due immediately. Seahorse Express, Inc. will provide proof of delivery only if practicable and only when requested. However, a proof of delivery does not affect your responsibility for payment.
Seahorse Express, Inc. reserves the right to establish, remove and/or revise charges, costs or fees for any or all Services at any time in Seahorse Express, Inc.'s sole discretion. You are responsible for all charges, costs or fees incurred under your Account regardless of your awareness of such charges, costs or fees or the amounts thereof. Regardless of any terms in the Seahorse Express, Inc. quotation, it is only Seahorse Express, Inc. that has the exclusive right to collect and distribute any charges, costs or fees as it sees fit.
You authorize Seahorse Express, Inc. to exercise all rights afforded to a party in possession of goods in transit to ensure payment of charges that are that is allowed by Tex. Bus. & Comm. Code § 7-307; BUSINESS AND COMMERCE CODE CHAPTER 7. DOCUMENTS OF TITLE (texas.gov)
6. Disclaimers; Limitation of Liability; Indemnity.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SEAHORSE EXPRESS, INC. DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SEAHORSE EXPRESS, INC. MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES, INDIVIDUALS OR EQUIPMENT REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SEAHORSE EXPRESS, INC. DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF AGENTS OR THIRD-PARTY PROVIDERS WHO PERFORM THE SERVICES. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Limitation of Liability.
SEAHORSE EXPRESS, INC. SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF SEAHORSE EXPRESS, INC. OR AGENTS, AFFILIATES OR EMPLOYEES OF SEAHORSE EXPRESS, INC., EVEN IF SEAHORSE EXPRESS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SEAHORSE EXPRESS, INC. SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF SEAHORSE EXPRESS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SEAHORSE EXPRESS, INC. SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SEAHORSE EXPRESS, INC.'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY PROVIDERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH SOME REQUEST PRODUCTS MAY OFFER LOGISTICS, OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.
THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT SEAHORSE EXPRESS, INC. HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH BELOW.
SEAHORSE EXPRESS, INC.’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON SEAHORSE EXPRESS, INC.’S CHOICE OF LAW PROVISION SET FORTH ABOVE.
Seahorse Express, Inc. refuses to transport any item of extraordinary value. The Parties agree that the cost of all services performed by Seahorse Express, Inc. is dependent on an agreed value of $.50 per pound for any item transported, stored or otherwise handled on your behalf. Any item with a value in excess of $.50 per pound is considered to be of extraordinary value. If you seek to use the Services for items of extraordinary value, then you must make a written request prior to the provision of Services for an increase in the liability of Seahorse Express, Inc. for any particular item and payment of a separate fee for Seahorse Express, Inc. to accept that obligation. You agree that the value of any item of extraordinary value is no more than $1,000. You agree that if you have requested Seahorse Express, Inc. to accept an increase of liability in writing and that you have paid the additional fee, that the liability of Seahorse Express, Inc. for loss, damage or delay to that item shall not exceed $1,000. In addition, you agree that if Seahorse Express, Inc.
has inadvertently accepted an item of extraordinary value for transport then any damages that may arise from the transport of that item are limited to the amount Seahorse Express, Inc., has charged for the transportation service of that allegedly damaged item, or that it would have charged for the transportation service of that allegedly damaged item.
For any alleged damage to property that was not subject to transportation or logistics services by Seahorse Express, Inc., its agents, affiliates or employees, your ability to recover from Seahorse Express, Inc. is capped and limited at no more than the cost of the Services provided to you from which you allege the damage occurred.
The time limit to assert any claim arising from the Services is nine-months from the day following when the Services were provided to you.
YOU AGREE TO INDEMNIFY AND HOLD SEAHORSE EXPRESS, INC. AND ITS AGENTS, EMPLOYEES, AND AFFILIATES HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS' FEES), ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR USE OF THE SERVICES OR SERVICES OR GOODS OBTAINED THROUGH YOUR USE OF THE SERVICES; (II) YOUR BREACH OR VIOLATION OF ANY OF THESE TERMS; (III) SEAHORSE EXPRESS, INC.'S USE OF YOUR USER CONTENT; OR (IV) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY, INCLUDING THIRD PARTY PROVIDERS.
7. Other Provisions
You may not assign any right or obligation without the prior written consent of Seahorse Express, Inc. However, Seahorse Express, Inc. may assign any right or obligation under this Agreement without your consent. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Seahorse Express, Inc. or any Third-Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Seahorse Express, Inc.'s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Seahorse Express, Inc. in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.