This Membership Agreement (hereinafter referred to as "Agreement") is entered into as of the "Effective Date", as defined herein, by and between Hagen Logistics, LLC, with its principal place of business at 619 S. Wright Road, Janesville, Wisconsin, 53546, referred to as "Hagen Logistics", and "Member", as defined herein, describes the terms and conditions applicable to the Member's use of Hagen Logistics' load communication website located at http://www.liquidfreight.com, the "Exchange".

  1. Exchange rules.
    1. Member acknowledges and agrees that use of the Exchange shall be governed by this agreement and the Exchange rules and pricing schedule posted on the Exchange.
    2. The Exchange will not be a party to transactions between members. Accordingly, the Exchange does not participate in nor guarantee the procurement of, delivery of, or payment for, any goods or services by members. The Exchange disclaims responsibility for the quality, safety, legality, or condition of the products or services provided by members, the truth or accuracy of the information posted on the Exchange by members, or the capacity of any member to meet the terms of any transaction.
    3. Member hereby releases Hagen Logistics and its members, agents, and employees from all actions, causes of action, claims, demands, costs, expenses, and damages of every kind and nature, known and/or unknown, in any way arising out of or deriving from transactions with another member. Member waives the provisions of any state law limiting or prohibiting a general release.
  2. Good faith use of Exchange.
    1. Member shall use the Exchange in good faith and in its intended manner, and will not utilize information obtained on the Exchange to consummate or negotiate a transaction for a period of eighteen (18) months after the last transaction otherwise than on the Exchange, nor shall member otherwise directly or indirectly circumvent or participate in the circumvention of the fees and payment obligations created through www.liquidfreight.com in any manner; provided, however, that nothing contained in this section is intended to prevent members from conducting business with each other without using information regarding a potential transaction that was obtained on the Exchange. If a member solicits a Customer in violation of this Section, Member shall pay Hagen Logistics as a commission 25% of the total charges, with a maximum of US$1000.00 per shipment, for transportation services provided by Member to such Customer.
  3. Member information.
    1. Member information, defined as any information provided by member to Hagen Logistics in connection with the use of the Exchange, shall be truthful and accurate to the best of member's knowledge and belief. Accordingly, member shall conduct all business on the Exchange in a forthright and ethical manner, reflecting member's intent and ability to comply with all accepted bids on the Exchange.
    2. As a further affirmation of member's commitment to ethical and fair business practices, member represents and warrants that member shall not engage in any of the following:
      1. Provide information that is false, inaccurate, or misleading;
      2. The transportation or sale of fraudulent, counterfeit, or stolen goods;
      3. The infringement or theft or violation of any third party's copyright, trademark, trade secret, private information, or other proprietary right or rights;
      4. Noncompliance with laws, statutes, ordinances, or regulations (including without limitation those governing export control, antitrust, consumer protection, unfair competition, antidiscrimination, false advertising, or regulation of transportation of bulk liquid freight);
      5. Engage or use false, defamatory, libelous, or unlawful threatening or harassing language;
      6. Knowingly upload to the website or Exchange any viruses, trojan horses, worms, time bombs, cancelbots, or other computer messages or programs that are intended to damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information of any member or person; and
      7. Post, upload, or create hyperlinks to descriptions of goods or services to which member does not have a legal right or that are prohibited under this agreement.
    3. Member shall keep member's information current at all times. Subject to the Exchange rules, member may remove its information from the Exchange at any time.
    4. Hagen Logistics shall treat transaction specific information as "confidential information". Hagen Logistics agrees to safeguard confidential information from disclosure with the same degree of care as is used to safeguard its own confidential information. Transaction specific information related to a specific transaction that has been consummated on the Exchange will be shared between both members that are party to the transaction to the extent required to complete the transaction outside of the Exchange. Otherwise, access to transaction specific information that is identifiable to a specific member's company will be accessible only by members who have been authorized by the specific company whose information is being accessed.
      1. Hagen Logistics employees and contractors have access to transaction specific information on a need to know basis for activities necessary for the operation and management of the Exchange. These activities include, but are not limited to, technology development; maintenance and support; member transaction support; billing and collections activities; legal, accounting and tax compliance reviews; and internal financial reporting. Hagen Logistics requires its employees, agents, and contractors who have access to confidential information to enter into confidentiality agreements that restrict the disclosure of confidential information related to the business of Hagen Logistics, the Exchange and its members.
  4. Access codes.
    1. User names, passwords, and transaction authorization codes, "access codes", shall be issued to a member to permit use of the Exchange by individuals designated by member to act on member's behalf and Hagen Logistics shall maintain the confidentiality of member's access codes. Member shall promptly request deactivation of access codes issued to individuals no longer authorized to act on member's behalf. Member accepts responsibility for all offers to sell, offers to purchase, or other transactions consummated through the Exchange and attributed to member's access codes.
    2. Member releases Hagen Logistics from, and Hagen Logistics disclaims any liability for, any claims, demands, causes of action, compensation, costs, expenses, losses, or damages arising from the unauthorized use of member's access codes. If the unauthorized use of member's access codes is due to the gross negligence of Hagen Logistics, then Hagen Logistics shall indemnify member from any liability for the loss or damage arising from the gross negligence of Hagen Logistics.
  5. System integrity.
    1. Member shall not use any software, code, or device intended to interfere with the proper functioning of the Exchange. Member shall not take any action that intentionally imposes or should reasonably be expected to impose an unreasonable or disproportionately large load on the Exchange. Except for printing and reproducing transaction specific information for internal purposes, member shall not copy, reproduce, alter, modify, reverse engineer, decompile, disassemble, create derivative works, or publicly display any content from the Exchange without the prior written consent of Hagen Logistics.
  6. Electronic record and signature.
    1. Member consents to executing agreements between Hagen Logistics and other members of the Exchange by electronic means and to receiving related documents and/or records electronically. Member and Hagen Logistics agree that any document or record which is transmitted or received by electronic transmission by either party shall be treated in all manner and respects as an original written, signed document where sufficient indicia of acceptance exists. Member and Hagen Logistics agree to accept reasonable electronic indicia as effective indicia of acceptance, including but not limited to clicking on Exchange buttons designated by language such as "I accept", "I agree", or other similar language. Such indicia of acceptance shall be considered for these purposes as an original signature, and any such electronic record to which it is attributed shall be considered to have the same binding legal effect as an original written, signed document. Member and Hagen Logistics agree not to raise, and agree to waive, electronic transmission or electronic signatures as a defense to agreements entered into pursuant to this agreement or to the binding nature of those agreements.
  7. Disclaimer of warranties.
    1. All content and materials on the Exchange are provided "as is" and "as available" without any warranties or indemnities of any kind. Hagen Logistics expressly disclaims all warranties of any kind, whether express or implied, including but not limited to (i) any warranties concerning the availability, accuracy, appropriateness, reliability, and/or timeliness of the Exchange and all content and materials thereon and (ii) any warranties of merchantability, fitness for a particular purpose, title and non-infringement.
    2. Hagen Logistics does not control the flow of data through the internet or any other electronic connection. Such flow depends in large part on the performance of the internet or such other electronic connection provided or controlled by third parties. At times, a member's connections to the internet or a website may be disrupted. Hagen Logistics will use reasonable efforts to remedy and avoid disruptions to the Exchange and to provide members with notice of problems, but it cannot guarantee that problems will not occur. Accordingly, Hagen Logistics disclaims any and all liability resulting from or related to these events or any other events outside its control.
  8. Limitation of liability.
    1. In no event will Hagen Logistics be liable for any damages of any kind, including, without limitation, those resulting from the interruption of the use of the Exchange, the loss of data, or the loss of profits arising out of or in any way connected with the Exchange and/or with this agreement.
    2. Hagen Logistics' liability to any member or any third party under this agreement shall be limited to the greater of (i) the amount of fees paid to Hagen Logistics by the damaged member during the thirty (30) days preceding the date the claim arises or (ii) one thousand and 00/100 ($1,000) dollars.
  9. Indemnification.
    1. Member agrees to hold harmless, indemnify, and release Hagen Logistics, its members, employees, and agents, from and against any and all claims, demands, causes of action, costs, expenses, losses, liabilities, and damages of any kind, including reasonable attorney's fees, brought by other Exchange members against member and/or Hagen Logistics arising in any manner out of the use of the Exchange or any transaction. Member's obligation to indemnify and defend shall not be affected by alleged negligence or willful misconduct of Hagen Logistics, its affiliates or customers. It is the intent of the parties that this provision be construed to provide indemnification to broker, its affiliates and customers to the maximum extent permitted by law. If this provision is found in any way to be overbroad, it is the parties intent that this provision be enforced to allow indemnification to the maximum extent permissible.
  10. Termination of agreement.
    1. Either party may terminate this agreement written notice to the other party: (i) by member, immediately with or without cause; or (ii) by Hagen Logistics, immediately if member has materially breached this agreement or upon ten (10) days' notice if without cause.
    2. Upon any termination of this agreement, member agrees to complete any transactions then in progress. Hagen Logistics agrees to permit member reasonable use of the Exchange to complete such transactions.
    3. All of member's responsibilities and liabilities to Hagen Logistics survive the termination of this agreement.
  11. Publicity.
    1. During the term of this agreement, member Hagen Logistics has the right to identify member as a user of the Exchange.
  12. Credit check.
    1. Member permits Hagen Logistics to periodically conduct an analysis of member's credit history using an independent credit agency. Hagen Logistics disclaims responsibility for the credit worthiness of other members of the Exchange.
  13. Compliance with all laws.
    1. The parties shall comply with all applicable laws, statutes, regulations, and ordinances regarding the use of the Exchange. The parties hereby acknowledge that the operation of the Exchange is not intended to facilitate collusion or other illegal agreements among competitors. Accordingly, each party represents and warrants that it does not intend to, nor will it, use the Exchange to violate antitrust laws, and that neither party will knowingly act as a conduit or intermediary for price-fixing or any other anti-competitive agreement among competitors. Hagen Logistics represents and warrants that it will not provide any information that infringes any third party's patents, copyright, trademark, trade secret or other proprietary rights, or rights of publicity or privacy.
    2. The parties shall comply with all applicable laws, statutes, regulations, and ordinances regarding the storage, transportation, and delivery of bulk liquid freight.
  14. Amendment of agreement.
    1. Hagen Logistics may amend this agreement, the Exchange rules, and/or the fee schedule at any time, provided, however, that any such amendment shall apply to all members and shall not become effective until thirty (30) days after the amendments have been posted on the Exchange. Members will be notified via email of such amendment. Member's continued use of the Exchange after the effective date of an amendment to this agreement, the Exchange rules, and/or the fee schedule constitutes member's acceptance of the amended terms.
    2. Any amendments that add Hagen Logistics services or products and pricing are effective immediately upon posting. Member's use of the Exchange or use of the new services or products after the posting date of the new services or products and pricing constitutes member's acceptance of these new terms.
  15. Third party beneficiary.
    1. Each member is a third party beneficiary of the membership agreements of the other members of the Exchange with which the member enters into. Consequently, each member may enforce the terms of the membership agreements to which the member is a third party beneficiary.
  16. General.
    1. All notices hereunder shall be sent via first class mail to Hagen Logistics, LLC at 619 S. Wright Road, Janesville, WI 53546 and emailed Hagen Logistics at This email address is being protected from spambots. You need JavaScript enabled to view it. or to member at the most recent email address provided by member, and shall be deemed to have been received one (1) business day after delivery via email.
    2. For all purposes under this agreement, each party shall be and shall act as an independent contractor of the other and of every other agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship that is intended or created by this agreement.
    3. No failure or delay in exercising any right under this agreement will operate as a waiver of that right, nor will any partial exercise of any right preclude a party's ability to enforce a right.
  17. Governing Law; Consent to Jurisdiction and Integration.
    1. This Contract will be construed, to the extent not preempted by applicable federal law, under the laws of the State of California, without giving effect to any choice or conflict of law rules. Hagen Logistics and Member waive all right to trial by jury in any action, suit or proceeding brought to enforce or defend any rights or remedies under this Contract. Each of the parties hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any federal or state court sitting in California in any suit, action or arising out of, connected with, related to, or incidental to the relationship established among them in connection with this Contract and (ii) waives, to the fullest extent permitted by law, any objection to venue or any defense of inconvenient forum in connection with any such court; provided however that jurisdiction for disputes regarding claims brought by third parties requiring Member's indemnification under Section 9 may be effected in the courts where third party claims are filed.
  18. Savings Clause.
    1. If any part of this agreement is held to be illegal or unenforceable by any court, the other parts of this agreement shall nonetheless remain in full force and effect.
  19. Acceptance of Terms.
    1. By clicking the box to accept the terms below and use the Exchange, member represents that member has the authority and ability to enter into legally binding contracts and that member agrees to be bound by the terms and conditions of this agreement effective immediately.