FREIGHTBRO LOGISTICS PRIVATE LIMITED
Master Services Agreement

Scope

This Master Services Agreement(“MSA”), as set out herein, is binding on the users (who shall herein after be referred to as“you”, “your” “yourselves” as applicable) who use the online platform (“Platform”) developed by FreightBro Logistics Private Limited, a company registered under the laws of India and having its registered office at “123 & 124, Nungambakkam High Road. 3rd floor, Ispahani Centre, Nungambakkam, Chennai, Tamil Nadu 600034" (hereinafter referred to as “FreightBro”/"Freightify"/“We”/“Us”/“Our”) to facilitate your freight processing. This MSA shall be read along with the relevant SAAS Service Order Form.
This document describes and governs your usage of the Platform made available through the website at https://freightify.com/

YOU ACKNOWLEDGE AND AGREE THAT BY USING THE PLATFORM, YOU HAVE AGREED TO BE BOUND BY THIS MSA CONTAINED IN THE MSA AND ANY ADDITIONAL TERMS THAT APPLY.

Please note that FreightBro reserves the right to revise the content of the MSA at any time by posting an update to this page. Your continued use of the Platform following the posting of changes to the MSA will mean you accept those changes. If you do not agree with any of the terms, you must not continue to use the Platform. FreightBro reserves the right, in its sole discretion, to determine if you have violated the MSA and to take any action it deems appropriate. You acknowledge that FreightBro shall have the right to terminate your access to the Platform for violations of any of these rules, including repeat infringement of copyrights.

DEFINITIONS:

For the purposes of this MSA, the following terms shall have the meanings defined below:

Headings in this MSA are for ease of reference only and do not affect the construction of any of its provisions.

References to the word “include” or “including” (or any similar term) is not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) will not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.

Except where the context specifically requires, words importing the singular shall be treated as importing the plural and vice versa and words importing the whole shall be treated as including a reference to any part thereof.

PROVISION OF SERVICES

We undertake to provide Services vide our Platform in accordance with this MSA and the relevant SAAS Service Order Form, subject to your payment of fees to us, as agreed under this MSA and under the relevant SAAS Service Order Form.

PERFORMANCE OF SERVICES

At all times during the subsistence of this MSA, we shall perform our obligations hereunder in a professional manner with adequately skilled personnel. All Services provided by us shall adequately conform to specifications provided by you as enumerated in this MSA, the SAAS Service Order Form and any annexures circulated to you vide email.

CONSIDERATION

TAXES

All amounts paid by you to us shall be exclusive of all taxes, duties, charges, or cess. If FreightBro is liable for any taxes, duties, charges or cess in India on or with respect to the value of Services provided (other than taxes levied on FreightBro’s income, such as corporation tax) in relation to this MSA, you will pay to FreightBro an amount equal to that liability upon the provision, by FreightBro, of a valid invoice.
In case of applicability of any withholding tax on the fees payable to FreightBro, you shall pay such additional amounts as may be necessary such that FreightBro receives the fees it would have received, had there not been any withholding tax imposed. Bank charges, if any applicable while transferring funds to FreightBro shall be borne by you.

YOUR OBLIGATIONS

You have the following obligations under this MSA and the relevant SAAS Service Order Form:

REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to FreightBro that:

PRIVACY AND DATA PROTECTION

CONFIDENTIALITY

INTELLECTUAL PROPERTY

INDEMNITY

We and yourselves agree to indemnify each other from any and all liability arising out of negligence, whether attributable solely or in part, to either of such party, in connection with the performance of Services, under this MSA.

LIMITATION OF LIABILITY AND CONSEQUENTIAL DAMAGES

NEITHER FREIGHTBRO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE FREIGHTBRO SERVICES OR FREIGHTBRO PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE FREIGHTBRO SERVICES OR FREIGHTBRO, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FREIGHTBRO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION WILL APPLY TO YOU TO THE DEGREE ALLOWED BY LAW.

IN NO EVENT WILL FREIGHTBRO’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE FREIGHTBRO SERVICES OR FREIGHTBRO PLATFORM EXCEED THE AMOUNTS YOU HAVE PAID TO FREIGHTBRO FOR USE OF THE FREIGHTBRO SERVICES IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR INR 25,000 IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO FREIGHTBRO, AS APPLICABLE.

TERMINATION

NON-SOLICITATION

Except as may be otherwise provided, you covenant that, during the term of this MSA, and for a period of one-year thereafter, you shall not either for yourselves or for any other person, firm, corporation, or other entity, either directly or indirectly: solicit, employ or attempt to solicit, employ or offer any employment or other form of services to any of the personnel/sub-contractor to terminate his or her employment or hire away or attempt to hire away any employee/subcontractor of FreightBro.

MISCELLANEOUS

This MSA are subject to change at any time without notice. To make sure you are aware of any changes, please review this MSA periodically. Continued use of the Platform after any such changes shall constitute your consent to such changes.

©All Rights Reserved with FreightBro Logistics Private Limited 2020

Copyright@freightify.com

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