TERMS & CONDITIONS

Last Updated: 11/07/2022

Welcome to the COFC Logistics, LLC ("COFC," “we,” “us,” and “our”) website. These Terms and Conditions (“Terms”) govern your use of www.cofclogistics.com (the "Site") and the services made available on the Site (the "Services").

COFC is based in the State of Ohio in the United States and provides this Site and the Services for use exclusively by persons and businesses in the United States. We make no claims that the Site or any of its content or the Services is accessible or appropriate outside of the United States. Access to the Site or the Services may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

1. Acceptance of the Terms

These Terms constitute a binding legal agreement between you, the user of our Site or Services (“you” or “your”) and COFC. By using the Services or visiting or browsing the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms you should not use the Services, or visit or browse the Site.

2. Access to the Site and Services

COFC reserves the right to withdraw or amend this Site, and any Services or material we provide on the Site, in our sole discretion and without notice to you. COFC will not be liable to you or any third party if, for any reason, any part of, or all of the Site or any Services are unavailable at any time or for any period. Periodically, we may restrict access to all or some parts of the Site or Services, including registered users.

You hereby acknowledge and agree that you are exclusively responsible for making all arrangements that may be necessary for you to have access to the Site or the Services and for ensuring that any persons who access the Site or any Services through your internet connection are aware of and agree to comply with these Terms.

3. Modifications to the Terms

We reserve the right to modify these Terms at any time and in any manner at our sole discretion. Each time we update these Terms, we will update the Last Updated date that is included at the top of this document. Any such modifications to these Terms will be effective upon the posting of such notice. Your continued use of the Site or the Services constitutes your binding acceptance of such modifications. Please check these Terms before using the Site or the Services to determine whether a change has been made. If you do not agree to any changes in the Terms as they may occur, please arrange to terminate your registration with the Site immediately and discontinue your use of the Services and the Site.

4. Privacy

In order to have access to certain parts of the Website and Services, you will be asked to provide registration information in accordance with Section 5 of these Terms. You agree that all information that you provide to COFC in connection with your use of the Site and any Services is governed by our Privacy Policy, which is incorporated by reference herein. Details regarding the information that we collect and how that information is used are included in that Privacy Policy. You consent to all action that we take with respect to the information that you provide to us and that we collect from you in accordance with such Privacy Policy.

5. Account Registration

Before you can access and use certain parts of the Services, you will be required to register for an account through the Site. For example, you will be required to register for an account on our Site if you login to our Operating System, Pricing Portal, or Customer Service portals for information on your account. You must be eighteen (18) years of age or older to register for an account and use the Services. You agree to provide true, accurate, current, and complete information about yourself as prompted by the Site's registration form (such information being the "Registration Data"), and you agree to maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have any reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse to offer you any use of the Services and the Site. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You are solely responsible for any activity related to your account. If you suspect any unauthorized use of your account, notify us immediately, using the contact details included at the bottom of these Terms.

6. Content; Feedback

The Site and the Services contain functionality that allows you and other third parties to post comments, opinions, statements, and other materials and information (collectively, "Content") to the Site. You are responsible for all Content that you post, whether publicly or privately, via the Site or the Services. Neither COFC nor any of its members, directors, officers, or employees shall have any liability for any Content that you post on the Site or using the Services. COFC cannot review all Content before it is posted on the Site or through the Services and cannot ensure prompt removal of any objectionable Content after it has been posted. Therefore, COFC assumes no liability for any action or inaction regarding transmissions, communications, or Content provided by you or any third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.

Nevertheless, COFC reserves the right to review and delete any Content, in whole or in part, that in the sole judgment of COFC violates these Terms or that might be offensive, illegal, or that might violate the rights of or harm any third parties. Under no circumstances will COFC or its shareholders, members, directors, officers, directors, or employees be held liable for any loss or damage caused by your reliance on Content obtained through the Site or the Services. It is your responsibility to evaluate the Content available through the Services or the Site. In addition to the foregoing, COFC has the right, in its sole discretion, to: (i) remove any Content for any or no reason; (ii) disclose your identity to a third party who claims that Content you posed violates such third party’s rights, including any intellectual property right or right to privacy; (iii) take all necessary legal action, including, but not limited to, referring you to law enforcement in connection with your illegal or unauthorized use of the Site or Services; (iv) terminate or suspend your access to all or any part of the Site or Services for any violation of these Terms; and (v) take any other action that we deem necessary or appropriate where we believe your Content violates these Terms, infringes another party’s intellectual property right, or threatens the personal safety of users of the Site, Services, general public, or could create liability for COFC.

COFC reserves the right to cooperate with law enforcement and any court order binding on us, which requires information about the posting of any Content by you on the Site or Services. YOU HEREBY WAIVE AND HOLD HARMLESS COFC, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COFC DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER COFC OR LAW ENFORCEMENT.

In the event that you provide COFC with any feedback, including suggestions, comments, or complaints (collectively, “Feedback”) regarding the Site or Services, you hereby grant COFC a worldwide, royalty free, unlimited, perpetual, irrevocable, transferrable, and sublicenseable license to use, copy, transfer, make, have made, improve, create derivative works from all such Feedback for any purpose without any obligation or compensation to you. Further, you represent and warrant to COFC that you have all necessary right, title, and interest in such Feedback to be able to grant COFC the license set forth in this Section.

7. Standards for Content

Any Content posted on the Site or through the Services by you must adhere to the following requirements and comply with all applicable laws. Specifically, Content shall not:

  • contain any sexually explicit, pornographic, or obscene material, or promote violence or discrimination of any type;

  • be obscene, indecent, abusive, defamatory, offensive, violent, hateful, inflammatory, harassing, or otherwise objectionable;

  • infringe upon or misappropriate any patent, trade secret, trademark, copyright, or other intellectual property rights of another person;

  • include any statement or material likely to deceive any person;

  • promote any illegal activity, or advocate or assist with any unlawful act;

  • violate the legal rights of another person or contain any material or statement that could create civil or criminal liability or that otherwise conflicts with these Terms or our Privacy Policy;

  • annoy, inconvenience, or cause panic, anxiety, or be likely to embarrass, alarm, upset, or annoy any other user;

  • impersonate or misrepresent your identity or affiliation with any person, entity, or organization;

  • promote any political or commercial activities, sales, contents, sweepstakes, or other person, entity, or organization; or

  • consist of spam, chain letters, chain mail, junk mail, or promote any scheme.

8. Licenses

When you post Content, you hereby grant (or warrant that the owner of the Content grants) us and each user of the Site or the Services a royalty-free, perpetual, irrevocable, fully sub-licensable, worldwide, non-exclusive right to use, reproduce, modify, translate, adapt, publish, create derivative works of, transmit, distribute, perform, display, delete (in whole or in part), and incorporate the Content for any purpose and without acknowledgement to you. By posting or providing Content, you represent and warrant that public posting and use of your Content by us and any of our users will not infringe on or violate the rights of any third party.

9. Usage Guidelines and Restrictions

You agree not to use the Site or the Services to:

(a) upload, post, email, or otherwise transmit any material whatsoever that contains personally identifying information (such as actual names, phone numbers, mailing addresses, email addresses and URL), that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;

(b) exploit, harm, or attempt to exploit or harm minors in any way or write comments that in any way exposes a minor to inappropriate content or seeks personally identifiable information from any person(s) under eighteen (18) years of age;

(c) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

(d) upload, post, email, or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(e) upload, post, email, or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, or other proprietary rights ("Rights") of any party;

(f) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other forms of solicitation;

(g) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(h) interfere with or disrupt the Services, the Site, or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;

(i) intentionally or unintentionally violate any applicable local, state, national, or international law, "stalk" or otherwise harass another, or collect or store personally identifiable information about other users;

(j) use any automated means to access the Site or the Services or collect any information from the Site or the Services (including, without limitation, robots, spiders, or scripts);

(k) frame the Site or the Services, utilize framing techniques to enclose any service mark, logo, or other proprietary information, place pop-up windows over its pages, or otherwise affect the display of its pages. This means, among other activities, that you must not engage in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information;

(l) attempt the gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; or

(m) attack the Site via a denial-of-service attack or a distributed denial-of-service attack.

10. Term and Termination of the Terms

These Terms shall become effective upon your acceptance in accordance with Section 1 and shall continue until terminated in accordance with this Section 10 (the “Term”).

You may terminate these Terms at any time by terminating your use of the Site and any Services. If you have executed a written agreement for Services with COFC, the terms of that written agreement will govern your termination of such Services. COFC may terminate these Terms and your access to the Site and Services for any breach that is capable of being cured, as determined in COFC’s sole discretion, that goes uncured within thirty days of your receipt of written notice from COFC of the underlying basis of the breach. If COFC determines, in its sole discretion, that any breach by you is material and incapable of being cured, or poses a threat to the security of the Site, Services, property, or third parties, COFC reserves the right to immediately terminate these Terms and your access to the Site and Services without prejudice to any other rights or remedies that COFC may have against you.

11. Reliance on Information on the Site

The material and information available on or through the Site and the Services is made available for general informational purposes. COFC does not warrant the accuracy, completeness, or usefulness of this information. Any reliance that you place on the information contained on or through the Site or the Services is strictly at your own risk. COFC disclaims any and all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who you may inform of its contents.

12. Disclaimers of Warranties

THE SITE AND THE SERVICES (INCLUDING ALL MATERIALS AVAILABLE ON THE SITE OR SERVICES) ARE PROVIDED "AS IS" AND WITH ALL FAULTS. COFC makes no representations or warranties, EXPRESS OR IMPLIED, REGARDING THE SITE, THE SERVICES, OR THE CONTENT CONTAINED ON OR THROUGH EITHER OF THE FOREGOING AND FULLY DISCLAIMS ANY SUCH EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AUTHENTICITY, TITLE, NON-INFRINGEMENT, WARRANTIES IMPLIED BY VIRTUE OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR TRADE PRACTICE. COFC MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE, SERVICES, OR ANY CONTENT AVAILABLE ON OR THROUGH THE FOREGOING WILL ACHIEVE ANY PARTICULAR RESULT, BE COMPLETE, CURRENT, ERROR FREE, OR ACCURATE, THAT ANY ERRORS WILL BE CORRECTED, OR THAT YOUR ACCESS WILL BE UNINTERRUPTED.

13. Indemnity

You agree to indemnify and hold COFC, including its subsidiaries, affiliates, and their respective directors, officers, partners, employees, and agents harmless from and against any and all claims, liabilities, losses, judgments, awards, penalties, amounts in settlement, interest, costs, expenses, or fees (including attorneys’ fees and court costs), arising out of, in relation to, or in connection with: (a) your use of the Site or the Services, (b) any breach by you of these Terms; (c) any violation of applicable law by you; or (d) your use of the Website or Services in a manner not expressly authorized by these Terms.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL COFC, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, OR SERVICES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OR DAMAGE TO REPUTATION, OR ANY OTHER SIMILAR TYPE OF NON-DIRECT DAMAGES. IN NO EVENT WILL COFC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO COFC FOR THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR SOME OTHER THEORY OF LIABILITY AND REGARDLESS OF WHETHER A PARTY WAS WARNED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE.

15. Hyperlinks to Third Party Websites

Our Site contains hyperlinks to websites that are owned and operated by third parties (“Third Party Websites”). Hyperlinks to Third Party Websites are provided for your convenience and for informational purposes only. Your use of any Third Party Websites is entirely at your own risk. You acknowledge and agree that COFC has no control over any content, information, business, or privacy practices of any Third Party Websites. COFC makes no representations as to the quality, suitability, functionality, or legality of any Third Party Websites to which hyperlinks may be provided. Under no circumstances will COFC be liable to you or any other party for any loss in connection with your use of any Third Party Websites, and you hereby waive any claim you might have against us, with respect to such Third Party Websites.

16. Governing Law and Arbitration

These Terms are governed by and shall be construed in accordance with the laws of the State of Ohio without regard for any conflict of law rules or procedures that would result in the application of the laws of a jurisdiction other than the State of Ohio. In the event of any dispute, controversy, claim, matter of interpretation, or other proceeding (collectively, a “Dispute”) that arises out of or in relation to these Terms, the Services, or the Site, the parties hereto irrevocably submit to binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association.

Any Dispute will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Toledo, Ohio, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator will be final and binding upon the parties without appeal or review. Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration. By using the Site or the Services, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts in and for Toledo, Ohio.

17. Intellectual Property

The Site, including its contents, features, functionality, including, without limitation, any software, text, display, graphic, photo, video, audio, design, selection, and any arrangement of the foregoing) are owned by COFC or its licensors, which are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms limit your use of the Site and Services for your personal use only. You are prohibited from reproducing, distributing, modifying, creating derivative works of, publicly displaying, publicly performing, republishing, downloading, storing, or transmitting any of the material on COFC’s Site, except that you may temporarily store such materials incidental to your browsing and access the Site. You are strictly prohibited from: (i) modifying copies of any materials from the Site, using any illustrations, photos, videos, audio files, or graphics without any accompanying text, or (ii) altering, deleting, or obscuring any copyright, trademark, or other proprietary rights notices from copies of the materials from the Site.

No right, title, or interest in or to the Site or any content on the Site is transferred to you. All rights not expressly granted herein are reserved by COFC. Any use of the Site not expressly permitted by these Terms is a breach hereof and may violate copyright, trademark, and other laws.

18. Claims of Copyright Infringement

COFC respects the intellectual property rights of others, and requires that the people who use the Site and the Services do the same. It is our policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible on the Site or the Services in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:

  1. the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;

  2. identification of the copyrighted work that you claim has been infringed;

  3. identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;

  4. your name, address, telephone number, and email address;

  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

  6. a statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. If we receive such a claim, we reserve the right to refuse or delete Content as described under these Terms and Conditions and to terminate a user's account.

Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act 1998, as amended ("DMCA") is:

COFC Logistics, LLC
7015 Spring Meadows West Drive
Suite 202
Holland, OH 43528
Attn: Copyright Infringement

After receiving a claim of infringement, we will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will take reasonable steps promptly to notify the user that we have removed or disabled access to such material.

Upon receipt of a proper counter notification under the DMCA, we will promptly provide the person who provided the initial notification of claimed infringement with a copy of the counter notification and inform that person that we will replace the removed material or cease disabling access to it in ten (10) business days.

Unless our designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on the Site or the Services, we will replace the removed material and cease disabling access to it.

You may provide us with a counter notification by providing our copyright agent the following information in writing:

  1. your physical or electronic signature;

  2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

  3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

  4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which we may be found and that you will accept service of process from the person who provided the initial notification of infringement.

19. Notices; Electronic Communications

By using the Site or the Services, you consent to receiving electronic communications from COFC. These communications will include notices about your account and information concerning or related to the Services. You agree that any notice, agreements, disclosure, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

20. Waiver and Severability

COFC’s waiver of any term or condition set forth in these Terms shall not be deemed as a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of COFC to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is held by a court, arbitrator, or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such a determination shall not have any effect on the remaining provisions, which shall continue in full force and effect.

21. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM THAT YOU MAY HAVE ARISING OUT OF OR IN RELATION TO THESE TERMS, THE SITE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OR OTHERWISE SUCH CAUSE OF ACTION OR CLAIM SHALL BE FOREVER BARRED.

22. Force Majeure

Under no circumstances shall COFC be liable for breach or default under these Terms to the extent that COFC breach or default is caused by an event that is beyond the reasonable control of COFC, including, without limitation, acts of God, natural disaster, fire, explosion, a service provider outages, an interruption or prolonged unavailability of a utility, telecommunications, or internet service, riot, civil unrest, acts of war, terrorism, embargo, change in applicable law, a governmental order, the declaration of a pandemic or epidemic, or other reason beyond the reasonable control of COFC.

23. Entire Agreement

These Terms represent the entire agreement between you and COFC and supersede any and all prior writings, communications, negotiations, representations, and agreements, whether orally or in writing, between the parties regarding the subject matter contained herein. Both parties acknowledge and agree that their reliance in accepting these Terms is not based on any representation which is not expressly contained in these Terms.

24. Contact Us

All comments, feedback, requests, questions, and other communications regarding these Terms should be directed to:

COFC Logistics, LLC
7015 Spring Meadows West Drive
Suite 202
Holland, Ohio 43528
Email: info@cofclogistics.com
Phone: (419) 725-0700