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Terms & Conditions

Customer Terms & Conditions

Last updated: Dec 22, 2022

These Customer Terms and Conditions (the “Agreement”) constitute a legally binding contract between the company accepting this Agreement as further described below (the “Customer” or “you”) and Deep Logistics Inc, Inc. (“Deep Logistics Inc Inc.” or “we”). 

Deep Logistics Inc Inc offers access to an online shipper platform via a website located at www.deeplogistics.org and any associated mobile application (the “Deep Logistics Inc Platform”). The Deep Logistics Inc Platform allows shippers and/or consignees of cargo to connect with motor carriers for the transportation of such cargo.  Deep Logistics Inc also provides transportation intermediary services as a property broker under Docket Number MC33945, whereby Deep Logistics Inc arranges for the transportation of cargo for shippers by utilizing independent, third-party motor carriers (each, a “Carrier” and collectively, “Carriers”). The “Deep Logistics Inc Services” are Deep Logistics Inc Inc’s property brokerage and logistics services plus any other services, software, or platform offered by Deep Logistics Inc Inc related thereto, including the Deep Logistics Inc Platform.  

This Agreement sets forth the terms and conditions governing any of the Deep Logistics Inc Services provided by Deep Logistics Inc to Customer. By accessing or using the Deep Logistics Inc Platform or Deep Logistics Inc Services, you are (i) accepting this Agreement on behalf of yourself and the Customer company, entity, or organization you represent and (ii) representing and warranting that you have the right, authority, and capacity to enter into this Agreement on behalf of yourself and the Customer company, entity or organization you represent.

By appointing Deep Logistics Inc to provide Deep Logistics Inc Services and/or accessing the Deep Logistics Inc Platform, Customer expressly accepts this Agreement. Customer may not access or use the Deep Logistics Inc Platform or Deep Logistics Inc Services if Customer does not agree with all provisions in this Agreement. This Agreement is subject to occasional revision by Deep Logistics Inc. In the event of any material changes made to the Agreement, Deep Logistics Inc will notify you by electronic mail, or other means of communication. Any changes to this agreement will be effective upon the earlier of (a) the date you accept the new terms or (b) thirty (30) calendar days following your receipt of the notice of the changes. These changes will be effective immediately for new users of the Deep Logistics Inc Services. Continued use of the Deep Logistics Inc Services following notification of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. If Deep Logistics Inc and Customer have fully executed a separate written valid contract that governs all or part of the Deep Logistics Inc Services, this Agreement shall still govern to the extent it does not conflict with the terms of such other contract. 

  1. Description of Services.  Deep Logistics Inc will provide Customer access to the Deep Logistics Inc Platform via an account, which may be accessed by one or more Customer users authorized to use the account. Customer, through a Customer user or Deep Logistics Inc account representative, may submit a request for Deep Logistics Inc to arrange for the transportation of a shipment via a Carrier. Customer may cancel a shipment request at any time prior to acceptance by Deep Logistics Inc. Deep Logistics Inc may reject or decline a shipment request for any reason in its sole discretion. Customer represents and warrants that all shipment information it submits to the Deep Logistics Inc Platform will be truthful, complete, and accurate. Customer agrees that Deep Logistics Inc has sole discretion to select the Carriers who perform transportation services, and the Carrier shall select the means, route, and procedure to be followed in the handling, transportation, clearance, consolidation, deconsolidation, and delivery of the shipment. Customer agrees that Deep Logistics Inc may arrange with Carriers or other third-parties for the consolidation and/or deconsolidation of Customer’s cargo on less-than-truckload, shared truckload, or full truckload shipments, which may be shipped with cargo of other Deep Logistics Inc customers.

  2. Rates and Charges. In consideration for the Deep Logistics Inc Services, Customer shall pay Deep Logistics Inc the applicable charges described below and pursuant to the terms herein. For each shipment accepted by Deep Logistics Inc, Customer shall pay the shipment price quoted by Deep Logistics Inc and accepted by Customer via the Deep Logistics Inc Platform, or any other amount agreed to by the parties and as reflected in the Deep Logistics Inc Platform. Customer’s tendering of a shipment to Deep Logistics Inc constitutes Customer’s acceptance of the quoted price. In addition, Customer shall also pay any applicable accessorial or similar charge incurred for the shipment, which may include but not be limited to detention, lumper charges, layover, “truck ordered not used” fees, extra stop charges, driver assist charges, and consignee rejection or refusal costs. Deep Logistics Inc reserves the right to revise a quoted shipment price, even after Customer’s original acceptance, to reflect the shipment actually tendered if Customer provided inaccurate or incomplete shipment information at the time of booking.

Customer shall pay all charges without offset within thirty (30) days of the invoice date.  Customer shall also be liable for any expenses, including attorney’s fees, Deep Logistics Inc incurs in collecting its rates and charges. Any amount that is not paid when due will accrue interest at twelve percent (12%) per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. Timely payment is a condition precedent to the processing of a cargo loss or damage claim. To dispute an invoice amount, Customer must provide written notice to Deep Logistics Inc by sending an email to ravi@deeplogistics.org within five (5) business days of the invoice date. Such notice must include the invoice number, amount being disputed, and the basis for such dispute. If Customer fails to notify Deep Logistics Inc of any invoice dispute within such time period, Customer waives its right to dispute the invoice and must pay the full amount. In any event, Customer must still pay the undisputed portion of each invoice in accordance with the terms set forth herein. Deep Logistics Inc shall have a general and continuing lien on any and all property and documents relating thereto of Customer coming into Deep Logistics Inc’s actual or constructive possession, custody or control or en route, which lien shall survive delivery, for all charges (including but not limited to storage charges incurred in order to preserve the property until sale), expenses or advances owed to Deep Logistics Inc with regard to the shipment against which the lien is asserted or on any prior shipment(s) for Customer. To protect its lien rights, Deep Logistics Inc reserves the right to require advance payment of all due charges prior to shipment or release of Customer’s goods.

Customer consents to Deep Logistics Inc performing credit and background searches on Customer’s business as Deep Logistics Inc deems necessary. Payment terms and credit limits are subject to the sole and absolute discretion of Deep Logistics Inc and may be increased, decreased, or wholly revoked at any time. Customer is responsible for payment of all applicable charges, including any adjustments, when Customer pays via credit card or electronic funds. Customer authorizes Deep Logistics Inc to charge the Customer’s credit card or bank account for any charges for payments required herein.

  1. Term and Termination.  The term of this Agreement shall commence when Customer first accesses or uses the Deep Logistics Inc Platform or Deep Logistics Inc Services and shall continue for so long as such access or use by Customer continues. Deep Logistics Inc may at any time terminate this Agreement in its sole discretion with or without cause. Upon termination of this Agreement, your account and right to access and use the Deep Logistics Inc Services will terminate immediately.

  2. Carriers and Intermediaries.  Deep Logistics Inc will evaluate and select Carriers to provide the transportation services in accordance with reasonable industry practices. From time to time, Deep Logistics Inc may also tender loads to other intermediaries to arrange for transportation of Customer’s shipment. In such case, the other intermediary will be responsible for the selection of the transporting motor carrier. Each Carrier shall be solely responsible for (i) controlling the method, manner, and means of accomplishing Carrier’s services; (ii) the acts and omissions of each of its employees, agents, contractors, independent contractors, subcontractors and other service providers; (iii) complying with all laws and regulations applicable to the motor carrier; and (iv) any cargo loss or damage in accordance with applicable United States federal law and/or the contract between Deep Logistics Inc and Carrier. Customer acknowledges and agrees that shipments transported with less-than-truckload carriers are subject to the terms and conditions of such carriers, including but not limited to each carrier’s published tariff(s) and/or rules circular(s).

DEEP LOGISTICS INC IS NOT A MOTOR CARRIER OR FREIGHT FORWARDER. NO ORAL REMARKS, WRITINGS, SHIPPING PAPERS, OR OTHER DOCUMENTS SHALL BE CONSTRUED TO IMPLY THAT DEEP LOGISTICS INC IS A MOTOR CARRIER OR FREIGHT FORWARDER. DEEP LOGISTICS INC HAS NO LIABILITY FOR ANY MOTOR CARRIER’S OR MOTOR CARRIER’S DRIVERS’ TRANSPORTATION SERVICES PROVIDED TO ANY CUSTOMER OR ANY OTHER PARTY USING THE DEEP LOGISTICS INC PLATFORM OR DEEP LOGISTICS INC SERVICES.

Customer agrees that the amount Deep Logistics Inc pays to any Carrier or intermediary is proprietary business information of Deep Logistics Inc that will not be provided to Customer. Customer expressly waives any rights it may have under 49 CFR 371.3 to require such information from Deep Logistics Inc. 

  1. Customer’s Obligations.  Customer represents and warrants that all cargo it tenders pursuant to this Agreement, and its acts and omissions incident to such tender, shall comply at all times with applicable laws, regulations, and ordinances, including those related to the transportation of hazardous materials as defined in 49 CFR §§ 172.800 and 173 et seq.  Customer represents and warrants that it has all necessary consents and authorizations from its suppliers, customers or other parties, as applicable, to tender shipments tendered under this Agreement. Customer agrees not to provide Deep Logistics Inc or Carriers with any trailer seal policies and agrees that Deep Logistics Inc will not accept to arrange for the shipment of any cargo in a sealed trailer or requiring a sealed trailer. Customer shall ensure that any shipments tendered as “shipper load and count” are stowed, packed, labeled, loaded, blocked, braced, and sealed in accordance with applicable laws, regulations, and industry standards. Customer acknowledges that Deep Logistics Inc will not be responsible for securing freight for transportation. Customer shall not in any way designate Deep Logistics Inc as the “carrier” on any receipt, bill of lading (“BOL”), manifest, or other shipping document. Such insertion shall be deemed to be for Customer’s convenience and shall not alter Deep Logistics Inc’s status as a property broker.

  2. Deep Logistics Inc Insurance. Deep Logistics Inc will procure and maintain the following types and amounts of insurance: (a) Commercial General Liability Insurance with a combined single limit of $1,000,000 per occurrence; (b) Worker’s Compensation Insurance in accordance with statutory requirements; and (c) Employer’s Liability Insurance with limits no less than $1,000,000 each accident, disease, and employee. 

  3. Claims. Customer agrees that Deep Logistics Inc shall have no liability for cargo loss, damage, destruction, or delay. Deep Logistics Inc may facilitate processing of cargo claims with Carriers on Customer’s behalf; provided, however, that Deep Logistics Inc shall have no liability for such cargo claim notwithstanding its assistance. Carriers will be liable for loss or damage to cargo pursuant to 49 USC § 14706 (the “Carmack Amendment”), subject to the following limitations: (i) for a truckload shipment, $100,000 per trailer or conveyance; (ii) for a less-than-truckload or “LTL” shipment, the limit per pound for the applicable freight class set forth in the Carrier’s tariff, but in any case not to exceed $25.00 per pound of lost or damaged cargo up to $100,000 per trailer or conveyance; and (iii) for a shared truckload shipment, $100,000 in the aggregate per trailer or conveyance, provided that liability to each shipper will be prorated based on the linear feet of the trailer or container utilized by the shipper. Customer must file cargo claims directly with the Carrier within nine (9) months following the date of delivery (or the shipment date if completely lost) and any civil action within two (2) years from the date of the Carrier’s disallowance of all or a portion of the respective claim. This Section will survive any termination of this Agreement.

  4. Time Limitations.  Customer acknowledges and agrees that Deep Logistics Inc and Carriers will bear no liability for delay in delivery of cargo. Customer agrees to file any overcharge claims for payments tendered hereunder within one hundred eighty (180) days of the initial invoice date.  Deep Logistics Inc agrees to file any undercharge claim for additional services not initially billed within one hundred eighty (180) days of the initial invoice date. Any such claim not made within the one hundred eighty (180) day period shall be deemed waived. This Section will survive any termination of this Agreement.

    Except for overcharge and undercharge claims as described above, all other claims against Deep Logistics Inc arising out of or related to the Deep Logistics Inc Services must be made by Customer in writing and received by Deep Logistics Inc within ninety (90) days of the event giving rise to the claim. Failure to give timely written notice of claim as provided for herein shall constitute a forfeiture by Customer of the right to assert that claim against Deep Logistics Inc and shall be a complete defense to any suit or action commenced by Customer. All suits or civil actions against Deep Logistics Inc must be filed and properly served on Deep Logistics Inc within one (1) year from the date of the loss or the event giving rise to the claim.

  1. DAMAGES EXCLUSION. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, NON-ECONOMIC, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, OR THE RELATIONSHIP OF THE PARTIES HEREUNDER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFIT OR INCOME OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER THE PARTY TO BE CHARGED HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE). FURTHER, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DEEP LOGISTICS INC BE LIABLE FOR ANY CLAIMS OR DEMANDS AGAINST CUSTOMER BY A THIRD PARTY ARISING OUT OF OR CONNECTED WITH THE DEEP LOGISTICS INC SERVICES, REGARDLESS OF THE THEORY OF LIABILITY GIVING RISE TO SUCH DAMAGES. 

  2. Indemnity Obligations. Customer shall indemnify, defend, and hold Deep Logistics Inc, Carriers, and its and their officers, employees, representatives, and agents (collectively, the “Indemnified Parties”), harmless from and against any and all liability, claims, damages, losses, costs, fines, penalties, expenses (including attorney’s fees), judgments, or demands of any kind whatsoever asserted by third parties, including but not limited to personal injury, property damage, cargo damage, and pollution, suffered or claimed to have been suffered by any person or entity, arising out of (i) the negligence or intentional misconduct of Customer or its officers, employees, representatives, or agents (each a “Customer Party” and, collectively, the “Customer Parties“); (ii) a Customer Party’s violation of applicable laws or regulations; (iii) A Customer Party’s breach of this Agreement; or (iv) a Customer Party’s failure to provide complete and accurate instructions regarding safe handling of cargo (including food and hazardous material), or Deep Logistics Inc’s reliance on Customer’s instructions for safe handling of cargo (including food and hazardous material).  The foregoing obligations shall not apply to the extent such liability, claims, or loss are the result of the negligence or intentional misconduct of the Indemnified Parties. Excluding less-than-truckload Carriers, Deep Logistics Inc will make reasonable efforts to contractually require each Carrier to defend, indemnify and hold Customer harmless, from any and all damages, claims or losses, including reasonable attorneys’ fees, arising out of the Carrier’s performance of transportation services to the extent such damages, claims or losses are caused by the negligence or intentional misconduct of the Carrier or its employees or agents.  This Section shall survive any termination of this Agreement.

  3. Prohibited Items.  Unless otherwise expressly consented to in writing by Deep Logistics Inc, Customer shall not directly or indirectly tender to Deep Logistics Inc or Carriers any of the following: accounts, bills, currency, deeds, evidence of debt, money, notes, securities, checks, drafts, commercial papers or other documents of value; Bullion, gold, silver, platinum, copper, or other precious alloys or metals; precious or semi-precious stones; furs or fur garments; jewelry or watches; paintings, statuary or works of art; hazmat products, regardless of class, weight or other characteristics; hazardous waste, municipal solid waste, human waste or trash of any type; carbon black, fireworks, explosives, firearms or weapons or ammunition of any kind; live plants; high Value Goods above $100,000 in cargo; alcohol, including beer, wine and liquor products; marijuana, including hemp plant leaves, oil or CBD derived from hemp, other products containing any amount of THC or synthetic cannabinoids; fresh fruit or produce of any refrigerated products; property owned by Deep Logistics Inc, Inc.; cigarettes, cigars, narcotics and prescription drugs; live animals, birds or fish; tanning beds, automobiles, automotive glass, vehicles, transporting vehicles, trailers or containers, forklifts, lift truck attachments; marble or marble products of granite, slate, including quartz and anything related; property shipped under a bill of lading, contract or other shipping document issued by you for which you assume liability as a “carrier”; property for which a warehouse receipt has been issued; contraband, or property in the course of illegal transportation or trade; property in the care, custody or control of a government postal service, shipments which have been refused, unless refused due to “loss” by a covered Clause of Loss; Canada and Mexico Shipments. 

  4. Deep Logistics Inc Platform.

    (a)  Ownership and License. Deep Logistics Inc owns and retains ownership in all Deep Logistics Inc intellectual property, including the Deep Logistics Inc Platform and all intellectual property therein. Subject to Customer’s compliance with this Agreement, Deep Logistics Inc grants Customer a limited, non-exclusive, non-assignable, non-sublicensable, revocable, non-transferable license to access and use the Deep Logistics Inc Platform. Any rights not expressly granted herein are reserved by Deep Logistics Inc. Deep Logistics Inc does not convey or grant Customer any rights in or related to the Deep Logistics Inc Platform except for the foregoing limited license.

    (b)  Account.  Deep Logistics Inc will provide Customer access to the Deep Logistics Inc Platform via an account, which may be accessed by one or more Customer users authorized to use the account. Customer, through a Customer user or Deep Logistics Inc account representative, may submit shipment requests and accept quotes to transport a Customer shipment. Customer may delete its account for any reason at any time by contacting Deep Logistics Inc or following the instructions on the Deep Logistics Inc Platform. Customer shall maintain the confidentiality of its login credentials and must immediately notify Deep Logistics Inc of any suspected or actual unauthorized use of Customer’s account or other data or security breach. Customer is fully responsible for all activities that occur under its account, and Deep Logistics Inc is not liable for any loss, damage, or third party claims arising from Customer’s failure to comply with the requirements herein.

    (c)  Phone Calls and Text Messages.  Deep Logistics Inc may contact Customer via phone call and/or text messages at any phone number provided by Customer to Deep Logistics Inc. Customer consents to receive such phone calls and text messages, whether sent through an automatic telephone dialing system or other manner, including for marketing or promotional purposes. Customer may opt out of such text messages by contacting Deep Logistics Inc, following the “opt-out” instructions in the text message, or editing its account settings. Message and data rates may apply.

    (d)  Privacy Policy.  Customer is referred to Deep Logistics Inc’s Privacy Policy located at the following website for information about how Deep Logistics Inc collects, uses and discloses information of Customer and its users of the Deep Logistics Inc Platform: www.flockfreight.com/privacy-policy/ (the “Privacy Policy”). The Privacy Policy is incorporated herein by reference and forms a part of this Agreement.

    (e)  Shipping Documents.  Customer may use the Deep Logistics Inc Platform’s system-generated BOL, and if so, Customer shall complete all documents accurately in light of the services being sought, and the pick up or destination requested. If Customer fails to timely and properly complete the appropriate shipping documents, including a BOL, Deep Logistics Inc may, at its option but without obligation, complete, correct, or replace the documents. Customer shall hold Deep Logistics Inc harmless from all losses, liability, or third party claims for such undertaking by Deep Logistics Inc on behalf of Customer.

    THE DEEP LOGISTICS INC PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” DEEP LOGISTICS INC HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DEEP LOGISTICS INC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE DEEP LOGISTICS INC PLATFORM WILL BE UNINTERRUPTED; COMPLETE, SECURE; ERROR-FREE; ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR SAFE.

  1. Confidentiality.  Each party shall protect and keep in the strictest confidence any confidential or proprietary information of the other party using the same degree of care, but not less than a reasonable degree of care, that the receiving party uses to protect its own confidential information of like nature, to prevent the unauthorized use, disclosure, dissemination, or publication of such confidential information. The receiving party shall use the confidential information of the disclosing party only for the express purposes set forth in this Agreement. The provisions of this Section shall survive the termination of this Agreement.

  2. Force Majeure. Neither party shall be considered to be in default or breach of this Agreement, and shall be excused from performance or delays in performance, if and to the extent such default, breach or non-performance arises out of any act or threatened act of God, strike or labor disturbance, pandemic or public health emergency, act of the public enemy, war, terrorism, invasion, insurrection, riot, protest, civil unrest, fire, storm, flood, ice, earthquake, natural disaster, explosion, epidemic, disease, closure of public roads, cyber attack, order or act by a governmental authority, any other cause or causes beyond such party’s reasonable control. The foregoing shall not apply to Customer’s failure to make payments to Deep Logistics Inc in accordance with the terms of this Agreement. 

  3. Miscellaneous. This Agreement embodies the entire understanding between the parties with respect to the subject matters addressed herein and therein, and there are no agreements, understandings, conditions, warranties, or representations, oral or written, expressed or implied, with reference to the subject matter hereof that are not merged herein. The parties hereby represent that they have full power and authority to enter into and perform this Agreement and the parties know of no contracts, agreements, promises, or undertakings that would prevent the full execution and performance of this Agreement.  If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in effect and the parties will negotiate in good faith a substantively comparable and enforceable provision to replace the unenforceable provision.  The rights and obligations hereunder are personal to each party to this Agreement, and this Agreement shall not be assignable or otherwise transferable by either party, in whole or in part, without the written consent of the other party, and any such attempted assignment shall be void and of no effect without the advance written consent of the other party, such consent not to be unreasonably withheld or delayed. 

  4. Attorney’s Fees, Venue, Governing Law. This Agreement shall be construed in accordance with and is governed by the laws of the State of Delaware. In the event of any dispute arising out of this Agreement, including the interpretation, enforceability, performance, breach, termination or validity thereof, a party’s sole recourse shall be exclusively through binding and confidential arbitration. Before submitting an arbitration demand, the party bringing the claim shall first attempt to informally negotiate in good faith a resolution with the other party for a period of not less than thirty (30) days.

    Arbitration proceedings shall be conducted under the rules of the Transportation ADR Council, Inc. (the “ADR”). The arbitration shall be conducted before one arbitrator from the ADR who shall be selected by application of the ADR rules, or by agreement of the parties. Upon agreement of the parties, arbitration proceedings may be conducted outside the administrative control of the ADR. Arbitration proceedings shall be conducted in San Diego County, California, or at such place as agreed upon in writing by the parties. Any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act.

The decision of the arbitrator shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief or judgment, or in the event further legal action is taken to enforce the award of the arbitrator.

The decision of the arbitrator shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief or judgment, or in the event further legal action is taken to enforce the award of the arbitrator.

Arbitration proceedings shall be conducted under the rules of the Transportation ADR Council, Inc. (the “ADR”). The arbitration shall be conducted before one arbitrator from the ADR who shall be selected by application of the ADR rules, or by agreement of the parties. Upon agreement of the parties, arbitration proceedings may be conducted outside the administrative control of the ADR. Arbitration proceedings shall be conducted in San Diego County, California, or at such place as agreed upon in writing by the parties. Any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act.

The decision of the arbitrator shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief or judgment, or in the event further legal action is taken to enforce the award of the arbitrator.

The parties may also proceed in small claims court in San Diego County, California to resolve any dispute where reasonably expected damages are less than $10,000. 

At any time, either party may apply to a court of competent jurisdiction in San Diego County, California for injunctive or other equitable relief. In the event that either party is granted equitable relief, the party against whom judgment is entered shall be liable for all costs and expenses incurred by the prevailing party including, but not limited to, reasonable attorney fees.

The parties agree that this Section is reasonable due to the commercial circumstances of the proposed relationship and therefore waive any defense or objection to such exclusive jurisdiction based on forum non-convenient or similar grounds.  This Section will survive any termination of this Agreement.

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