Last revised on: July 1, 2021
NOTE - Distracted driving significantly increases the likelihood of being involved in a motor vehicle accident which could result in death, personal injury, and/or property damage. In many states, it is illegal for motorists to use a mobile phone or other electronic device while driving. DO NOT ACCESS AND/OR USE NAVISPHERE CARRIER WHILE YOU ARE DRIVING. The identified route is only a suggested route, proposed by your device. You are not required to follow the suggested route.
This Terms of Use covers C.H. Robinson Worldwide, Inc.’s and its Affiliates’ (collectively, “C.H. Robinson”) mobile-optimized Navisphere® Carrier Mobile Application, and other mobile-optimized digital applications to which this Terms of Use is linked (collectively, “Covered Apps”). As used in this Terms of Use, an entity controlling, controlled by, or under common control with another entity shall be deemed to be an “Affiliate”, where control means ownership of fifty percent (50%) or more of the voting stock or other ownership interests. Certain features of the Covered Apps may be subject to additional guidelines, terms, or rules, which will be posted on the Covered Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement. Capitalized terms not otherwise defined in this Agreement have the meaning given to such term in the C.H. Robinson Global Privacy Notice. The privacy policy is hereby incorporated by this reference into this Agreement.
THESE TERMS OF USE (“AGREEMENT”) SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR ACCESS AND USE OF THE COVERED SITES. BY ACCESSING OR USING THE COVERED SITES, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY 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 ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE COVERED SITES.
1. USERNAME AND PASSWORDS. When you create a user name and password and register to use the Covered Apps (“User Registration”), 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 will be responsible for maintaining the confidentiality of your User Registration, and we will not be responsible for misuse of your User Registration by any third party, whether authorized by you or not. You are responsible for all activities that occur under your User Registration. You agree to immediately notify C.H. Robinson of any unauthorized use, or suspected unauthorized use of your User Registration or any other breach of security. C.H. Robinson cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. LICENSES
2.1 License. Subject to the terms of this Agreement, C.H. Robinson grants you a non-transferable, non-exclusive, license to access and use the Covered Apps to support the transportation of shipments tendered to you by C.H. Robinson. Subject to the terms of this Agreement, C.H. Robinson grants you a non-transferable, non-exclusive, license to install and use the software C.H. Robinson makes available for the Covered Apps, in executable object code format only, solely on your own handheld mobile device in support of the movement of shipments tendered to you by C.H. Robinson.
2.2 Certain Restrictions. 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 Covered Apps; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Covered Apps; (c) you shall not access the Covered Apps in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Covered Apps may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Covered Apps shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Covered Apps content must be retained on all copies thereof.
2.3 Wireless Internet Security. You acknowledge and agree that the wireless email, SMS, WAP and mobile services are provided via wireless systems which use radios (and other means) to transmit communications over complex networks. We do not guarantee that your use of such services will be private or secure, and we are not liable to you for any lack of privacy or security you may experience. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the services.
2.4 Modification. C.H. Robinson reserves the right, at any time, to modify, suspend, or discontinue the Covered Apps or any part thereof with or without notice. You agree that C.H. Robinson will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Covered Apps or any part thereof.
3. OWNERSHIP AND FEEDBACK
3.1 Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Covered Apps are owned by C.H. Robinson. The provision of the Covered Apps does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. C.H. Robinson and its suppliers reserve all rights not granted in this Agreement.
3.2 If you provide C.H. Robinson any feedback or suggestions regarding the Covered Apps (“Feedback”), you hereby assign to C.H. Robinson all rights in the Feedback and agree that C.H. Robinson shall have the right to use such Feedback and related information in any manner it deems appropriate. C.H. Robinson will treat any Feedback you provide to C.H. Robinson as non-confidential and non-proprietary. You agree that you will not submit to C.H. Robinson any information or ideas that you consider to be confidential or proprietary.
3.3 The Covered Apps utilize Google Analytics to collect and process data related to Users use of the Covered Apps, including but not limited to storing cookies, and your IP address. For a more thorough description of C.H. Robinson’s use of data collected through the Covered Apps, please see the C.H. Robinson Global Privacy Notice. For a more thorough description of Google’s use of data collected through the Mobile App, please see the Adobe Analytics policy regarding privacy and its partners’ apps located at Adobe Privacy Center, under the heading "What do Adobe's business customers do with your information?"
4. USER CONTENT
4.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Covered Apps (e.g., photos, audio, video, messages, text, files, or other content you provide us). 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. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by C.H. Robinson. Because you alone are responsible for your User Content (and not C.H. Robinson), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. C.H. Robinson is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire. Under no circumstance will C.H. Robinson be liable for any inaccuracy or defect in any User Content.
4.2 License. You hereby grant, and you represent and warrant that you have the right to grant, to C.H. Robinson an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, for any lawful purpose. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
4.3 Acceptable Use Policy. The following sets forth C.H. Robisnon’s “Acceptable Use Policy”:
(a) You agree not to post, email, or otherwise make available User Content:
(b) In addition, you agree not to use the Covered Apps to:
4.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such acts may include removing or modifying your User Content, terminating your User Registration, and/or reporting you to law enforcement authorities. If C.H. Robinson elects to modify User Content, C.H. Robinson nonetheless assumes no responsibility for the User Content.
4.5 Other Users. Each Covered Apps user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Covered Site users are solely between you and such user. You agree that C.H. Robinson 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 Covered Site user, we are under no obligation to become involved. You acknowledge that other users may post comments about your User Content which may be derogatory, and C.H. Robinson has no obligation to monitor or delete any such User Content.
4.6 Release. You hereby release and forever discharge us (and our 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 (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Covered Site users. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
4.7 Personal Information. The Covered Apps will collect your personal information you provide when using the Covered Apps, including but not limited to your location, name, email address and phone number. Use of your location will allow the provision of specific location related information to you through the Covered Apps. C.H. Robinson will collect, use, maintain, make available, and delete your personal information in accordance with the requirements, restrictions, and processes set forth in the C.H. Robinson Global Privacy Notice or as required by law.
5. INDEMNITY. You agree to indemnify and hold C.H. Robinson (and its officers, employees, contractors, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Covered Apps, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. C.H. Robinson reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of C.H. Robinson. C.H. Robinson will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
6. DISCLAIMERS
THE COVERED APPS ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM 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 NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE COVERED APPS: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
DUE TO THE INHERENT NATURE OF THE INTERNET, WE CANNOT GUARANTEE THAT INFORMATION, DURING TRANSMISSION THROUGH THE INTERNET OR WHILE STORED ON OUR SYSTEM OR OTHERWISE IN OUR CARE, WILL BE ABSOLUTELY SAFE FROM INTRUSION BY OTHERS, SUCH AS HACKERS. C.H. ROBINSON ASSUMES NO LIABILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER CONTENT. C.H. ROBINSON IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF THE COVERED APPS OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION IN ANY ACTIVITIES ON THE COVERED APPS OR DOWNLOADING MATERIALS. YOU UNDERSTAND THAT IF YOU DOWNLOAD ANY MATERIAL, YOU DO SO AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL C.H. ROBINSON BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE COVERED SITES, ANY CONTENT POSTED ON OR THROUGH THE COVERED SITES, OR CONDUCT OF ANY USERS OF THE COVERED SITES, WHETHER ONLINE OR OFFLINE. WE CAN, WHENEVER WE WANT, EDIT OR DELETE ANY CONTENT DISPLAYED ON THE COVERED APPS. YOU USE THE COVERED SITES AT YOUR OWN RISK. SOME AREAS OF OUR COVERED APPS OFFER ADVICE FROM A VARIETY OF PROVIDERS, WHO MAY BE AFFILIATED WITH C.H. ROBINSON OR MEMBER OF THE USER COMMUNITY; SUCH ADVICE IS FOR ENTERTAINMENT ONLY AND NOT AS TREATMENT OR REMEDY FOR AN INDIVIDUAL CIRCUMSTANCE. C.H. ROBINSON CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE COVERED APPS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE COVERED APPS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID C.H. ROBINSON IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. THIRD PARTY SITES. The Covered Apps might contain links to third party websites, services, and advertisements for third parties (collectively, “ Third Party Sites”). Such Third Party Sites are not under the control of C.H. Robinson and C.H. Robinson is not responsible for any Third Party Sites. C.H. Robinson provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. When you link to a Third Party Site, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.
9. TERM & TERMINATION. Subject to this Section, this Agreement will remain in full force and effect while you use the Covered Apps. We may (a) suspend your rights to use the Covered Apps (including your User Registration) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Covered Apps in violation of this Agreement. Upon termination of this Agreement, your User Registration and right to access and use the Covered Apps will terminate immediately. You understand that any termination of your User Registration involves deletion of your User Content associated therewith from our live databases. C.H. Robinson will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your User Registration or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 3-11.
10. COPYRIGHT POLICY
10.1 If you believe your copyright has been infringed, you may provide us with notice at [email protected]. To be effective, the notification must include the following:
We may give notice to our users that we have received a notice of infringement by means of a general notice on our site, electronic mail to a user's e-mail address in our records, or by written communication sent by first-class mail to a user's physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
We shall terminate access to our Covered Apps of any user who intentionally infringes the proprietary rights of any third party.
11. GENERAL
11.1 Changes to Terms of Use. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Covered Apps or other websites controlled by C.H. Robinson. Any changes to these Terms of Use will be effective upon fifteen (15) calendar days following our posting of notice of the changes on our Covered Apps or other websites controlled by C.H. Robinson. These changes will be effective immediately for new users of our Covered Apps. Continued use of our Covered Apps following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
11.2 Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
1. Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and C.H. Robinson arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of any of the Covered Apps.
2. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND C.H. ROBINSON ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND C.H. ROBINSON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
3. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and C.H. Robinson must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Minneapolis, MN. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in Hennepin County, Minneapolis, MN. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in Minneapolis, MN.
4. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of Minnesota, USA without giving effect to any law that would result in the application of the law of another jurisdiction.
11.3 Entire Agreement. This Agreement (including the Privacy Policy and C.H. Robinson’s websites’ terms of use) constitutes the entire agreement between you and us regarding the use of the Covered Apps. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to C.H. Robinson is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without C.H. Robinson’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
11.4 Copyright/Trademark Information. Copyright © 2016, C.H. Robinson Worldwide, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Covered Apps are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.