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Introduction

These Terms constitute a legally binding agreement (“Agreement”) between you and Della governing your access to and use of the Della website, including any subdomains thereof, and any other websites that are owned by Della or its branches and subsidiaries, or through which Della makes its services available (collectively, “Della Platform”).

Our collection and use of personal information in connection with your access to and use of Della Platform is described in our Privacy Policy.

Our collection and use of cookie files in connection with your access to and use of Della Platform is described in our Cookie Policy.

When these Terms mention “Della”, “we”, “us” or “our” it refers to the Della company you are contracting with. Your contracting entity will generally be determined based on your country of residence or establishment.

• If your place of establishment is located in Ukraine, you are contracting with TOV 'DELLA-IT', vul. Moskovska 24, app. 21, 01010 Kyiv, Ukraine or TOV 'Della Transportation Technologies', vul. Vyshnyakivska 8a, app. 213, 02140 Kyiv, Ukraine
• If your place of establishment is located outside of Ukraine, you are contracting with Della Transportation Technologies d.o.o., ul. Domovinskog rata 27C, 21000 Split, Croatia or Della Transportation Technologies OU, Sepapaja 6, 15551, Tallin, Estonia

Scope

1. Della is an online freight exchange, that enables registered users who own or operate goods (“Shippers”) and registered users who provide road transportation services (“Carriers”, and together with Shippers, 'Users”) to publish information about their goods (“Freights”) and their transportation services (“Vehicles”, and together with Freights, 'Transportations”), to communicate and transact with each other.
2. As the provider of Della Platform, Della does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Freights or Vehicles. Shippers and Carriers alone are responsible for their Freights and Vehicles. Della is not and does not become a party to or another participant in any contractual relationship between Shippers and Carriers, nor is Della a freight owner, freight forwarder, freight broker or freight insurer.
3. While Della may help facilitate the resolution of disputes, Della has no control over and does not guarantee the existence, quality, safety, suitability, or legality of any Freights or Vehicles, the truth or accuracy of any Freight and Vehicle descriptions, Ratings, Reviews, or other User Content, or the performance or conduct of any User or third party.
4. Della Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Della is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Della of such Third-Party Services.
5. Due to the nature of the Internet, Della cannot guarantee the continuous and uninterrupted availability and accessibility of Della Platform. Della may restrict the availability of Della Platform or certain areas or features thereof if this is necessary for capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of Della Platform. Della may improve, enhance, and modify Della Platform and introduce new services from time to time.

Changing Terms

Della reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on Della Platform. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement, your continued access to or use of Della Platform will constitute acceptance of the revised Terms.

Registration

1. You must create an account (“Della Account”) to access and use certain features of Della Platform. If you are registering Della Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms. You can register Della Account using an email address and creating a password.
2. You must provide accurate, current, and complete information during the registration process and keep your Della Account information up-to-date at all times.
3. You may not register more than one (1) Della Account unless Della authorizes you to do so. You may not assign or otherwise transfer your Della Account to another party.
4. You are responsible for maintaining the confidentiality and security of your Della Account credentials and may not disclose your credentials to any third party. You must immediately notify Della if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Della Account. You are liable for any activities conducted through your Della Account unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
5. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users and (ii) screen Users against third party databases or other sources and request reports from service providers.

Content

1. Della may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through Della Platform (“User Content”); and (ii) access and view User Content and any content that Della itself makes available on or through Della Platform, including proprietary Della content and any content licensed or authorized for use by or through Della from a third party (“Della Content” and together with User Content, 'Collective Content”).
2. Della Platform, Della Content, and User Content may in its entirety or in part be protected by copyright, trademark, or other laws of the United States and other countries. You acknowledge and agree that Della Platform and Della Content, including all associated intellectual property rights, are the exclusive property of Della or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Della Platform, Della Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Della used on or in connection with Della Platform and Della Content are trademarks or registered trademarks of Della in the United States and other countries. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with Della Platform, Della Content, or User Content are used for identification purposes only and may be the property of their respective owners.
3. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit Della Platform, Della Content or User Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Della or its licensors, except for the licenses and rights expressly granted in these Terms.
4. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through Della Platform, you grant to Della a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote Della Platform, in any media or platform. Insofar as User Content includes personal information, such User Content will only be used for these purposes if such use complies with applicable data protection laws following our Privacy Policy. Unless you provide specific consent, Della does not claim any ownership rights in any User Content, and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
5. You are solely responsible for all User Content that you make available on or through Della Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through Della Platform or you have all rights, licenses, consents and releases that are necessary to grant to Della the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Della’s use of the User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
6. You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances. Della may, without prior notice, remove or disable access to any User Content that Della finds to violate applicable law, these Terms, or otherwise may be harmful or objectionable to Della, its Users, third parties, or property.

Billing

Some sections of Della Platform and services provided by Della are only available after payment for such services. Payment amount may vary depending on the scope of services provided by Della. Any payment made by User to Della on Della Platform may be refunded in 30 days after payment by User request.

Prohibited Activities

1. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of Della Platform. In connection with your use of Della Platform, you will not and will not assist or enable others to:
• breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms ;
• use Della Platform in connection with the distribution of unsolicited commercial messages (“spam”);
• publish any Freights or Vehicles that you do not yourself own or have permission to operate through Della Platform;
• contact another User for any purpose other than communicating and transacting on your Freights or Vehicles;
• use, display, mirror or frame Della Platform, or any individual element within Della Platform, Della’s name, any Della trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in Della Platform, without Della’s express written consent;
• dilute, tarnish or otherwise harm the Della brand in any way, including through unauthorized use of User Content, registering and/or using Della or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Della domains, trademarks, taglines, promotional campaigns or User Content;
• use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with Della Platform for any purpose;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Della or any of Della’s providers or any other third party to protect Della Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide Della Platform;
• take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of Della Platform;
• violate or infringe anyone else’s rights or otherwise cause harm to anyone.
2. You acknowledge that Della has no obligation to monitor the access to or use of Della Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve Della Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Della in good faith and to provide Della with such information and take such actions as may be reasonably requested by Della for any investigation undertaken by Della or a representative of Della regarding the use or abuse of Della Platform.
3. If you feel that any User you interact with, whether online or in-person, is acting or has misbehaved, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and to Della. You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

Term and Termination, Suspension and other Measures

1. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time You agree that any report you make will not obligate us to take any action (beyond that required by law, if any). when you or Della terminate the Agreement following this provision.
2. You may terminate this Agreement at any time by sending us an email. If you disable your Della Account, any Vehicles or Freight associated with your Della Account will be deleted.
3. Without limiting our rights specified in these Terms, Della may terminate this Agreement for convenience at any time.
4. Della may immediately, without notice, terminate this Agreement and/or stop providing access to Della Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Della believes in good faith that such action is reasonably necessary to protect the personal safety or property of Della, its Users, or third parties (for example in the case of fraudulent behavior of a User).
5. In addition, Della may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during Della Account registration, publishing Freight or Vehicle or thereafter, (iv) you and/or your Freights or Vehicles at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received complaints about your performance or conduct, or (vi) Della believes in good faith that such action is reasonably necessary to protect the personal safety or property of Della, its Users, or third parties, or to prevent fraud or other illegal activity:
• refuse to publish, archive or delete any Freights, Vehicles, or other User Content;
• limit your access to or use of Della Platform;
• temporarily or permanently revoke any special status associated with your Della Account;
• temporarily or in case of severe or repeated offenses permanently suspend your Della Account and stop providing access to Della Platform.
6. When this Agreement has been terminated, you are not entitled to a restoration of your Della Account or any of your User Content. If your access to or use of Della Platform has been limited or your Della Account has been suspended, or this Agreement has been terminated by us, you may not register a new Della Account or access and use Della Platform through a Della Account of another User.

Disclaimer

If you choose to use Della Platform, you do so voluntarily and at your sole risk. Della Platform is provided “as is,” without warranty of any kind, either expressed or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the laws, rules, or regulations that may be applicable to your Freights or Vehicles and that you are not relying upon any statement of law or fact made by Della relating to a Freight or Vehicle.
If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either expressed or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.

Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of Della Platform, your publishing of any Freight or Vehicle via Della Platform, your communication, transaction or any other interaction you have with other Users whether in person or online remains with you. Neither Della nor any other party involved in creating, producing, or delivering Della Platform will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use Della Platform, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of Della Platform, whether based on warranty or contract.