BROKERS TERMS OF SERVICE

Effective Date: December 12, 2023

Dear Broker, these Terms of Service (the “Terms”) outlines your Services’ utilization provided by Truxx. Your use of the Platform and Services are governed by these Terms, any existing agreements, our Privacy Policy, and any additional written terms that you agree to with us (collectively, the “Agreements”). For the avoidance of doubt, and notwithstanding anything else contained herein or to the contrary, the Platform is operated by Truxx.
These Terms should be read together with our Privacy Policy By using the Platform, you declare approving these Terms. Furthermore, the use of our products and Services is also subject to the terms of the agreement as concluded by you or your company with us prior to such use.
If you are a carrier, please refer to Carriers Terms of Service.

1. DEFINITIONS

Any reference in these Terms to “day” will be a calendar day.
The words “include” and “including” means “including but not limited to”.
“Affiliate” means any individual, corporation, association, or other entity that directly or indirectly controls, is controlled by, or is under common control with the party in question. As used in this Agreement, the term “Control” (including the terms “controlling” and “controlled by” and “under common control with”) means either: (i) the actual power to direct or cause the direction of the management and policies of the other party, (ii) employing the other party; or (iii) ownership of more than 50% of the voting interests of the other party.
“API” means an application program interface.
“Application” or “Applications” means any web, mobile, or other application(s) that are created for the Services, including any source code written by or for us to be used with the Services.
“Brokers” means freight brokers that facilitate the transportation of loads through the Truxx’s Platform. Brokers are responsible for providing API terms, submitting necessary load details, and can interact with Truxx for dispatch services, load searches, quotes, and other functionalities. Can be referred herein as “you,” or “your”.
“Company” means Truxx.AI Inc. (“Truxx”, “we,” “us,” or “our”), a company duly registered under the laws of the State of Delaware, with principal office at 8 The Green Ste B, Dover, DE 19901-3618, USA.
“Confidential Information” means all nonpublic information disclosed to you (or any of your Affiliates) by us, our Affiliates, business partners, or our or their respective employees, contractors, or agents that are designated as confidential or would normally under the circumstances be considered confidential information. Confidential Information includes: (i) nonpublic information relating to our or our Affiliate’s technology, carriers, Brokers, business plans, promotional and marketing activities, finances, and other business affairs; (ii) third-party information that we are obligated to keep confidential; and (iii) the nature, content, and existence of any discussions or negotiations between you and us or our Affiliates. Confidential Information does not include information that: (a) you can show by documentation that you already knew prior to our disclosure; (b) you can show by documentation that becomes public through no fault of you; (c) you can show by documentation was independently developed by you, or that was lawfully given to you by a third party who did not acquire or disclose the same by wrong or tortious act.
“Content” means, unless the context requires otherwise, Software (including machine images), APIs, code, software libraries, command-line tools, other related technology, data, text, files, audio, video, images, and/or other content.
“Dispatch” means the booking of loads, carrier assignment, real-time communication, managing, representative services provided by Truxx for and of behalf of either the Broker and the carrier to facilitate their interactions with each other and their business relationships.
“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
“Legal Process” means a request for disclosure of data made pursuant to law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
“Platform” means the Truxx’s web solution for provision its Services to Brokers.
“Privacy Policy” means our privacy policy, as may be updated by us from time to time, currently referenced at: https://truxx.ai/privacy-policy/, or an alternate Platform we identify.
“Quote/Book” means the two-step process involving the initial request for a price estimate (Quote) and the subsequent confirmation of this price through the booking of a specific Carrier’s services for the transportation of loads.
“Rate Confirmation” means a document evidencing the intention to carry out the transportation of freight, outlining the details of specific load and requirements set out for transportation and other essential terms for freight services.
“Security Concern” means any item, code, Content, or use or access of the Services which could result in (i) unauthorized access to the Services or Content, (ii) a security risk to the Services or any third party, (iii) subjecting us, our Affiliates, our Brokers, or any third party to liability, or (iv) a disruption of (a) the Services, (b) use and or access of the Services by us, our Brokers, you, or third parties, and or (c) our network or servers used to provide the Services.
“Services” means the Platform functionalities for searching the carriers, and further Dispatch services provided by Truxx to Brokers on its Platform through the Broker’s API.
“Site” means https://truxx.ai website, which is owned and operated by Truxx.
“Software” means any downloadable tools, software development kits, or other such proprietary computer software.
“Suggestions” means all suggested improvements to or feedback regarding the Platform.
“Term” means the period of time from the date when you first accepted these Terms to the date when these Terms are terminated pursuant to the provisions of the Agreements.
“Third Party Content” means Content made available to you by any third party for or in conjunction with the Services.
“Your Content” means Content you or another user inputs, adds, edits, or uploads to the Services under your Account or otherwise transfer, process, use or store in connection with your Account.

2. ACCEPTANCE OF AGREEMENTS

2.1. By applying for the Services, integrating the Platform, or otherwise using the Services, you, on behalf of yourself and those that you represent, acknowledge that you have read and understood the Agreements, accepted the Agreements, and agreed to be bound by them. If you represent a third party, a legal entity, or an employer, you also represent to us that you have full unconditional authority to accept the Agreements on behalf of such a third party.

3. SERVICES DESCRIPTIONS

3.1. General. Truxx provides its Services to Brokers within the freight transportation business. Based on your business practices and choice, Truxx can implement your API to our Platform, or you can use Services, with specific limitations, without API integrations.
3.2. Integration Requirements. Brokers are required to have a functional API or a compatible integration method for interaction with the Truxx’s Platform. Brokers are responsible to provide Truxx with the terms of use of their API or Services.
3.3. Brokers using the API acknowledge and adhere to any verification requirements specified by Truxx before accessing or using the API.
3.4. Ordinarily, we do not conduct the formal document verification, but to be conformed with any applicable laws, We are entitled to do so or request any additional documents, not directly mentioned herein. In such case, Brokers shall submit all the information and documents necessary to correspond to the requirements set up for Brokers, including Full legal name and address, Certificate of incorporation, MC Authority number, proof of insurance, and other.
3.5. While using Services, Brokers shall provide us with documents, information, including:
3.5.1. Full load details, including the load description, weight, quantity, pickup and delivery dates, handling instructions, Bill of Lading information, origin, destination, and pricing;
3.5.2. Contact details of Agents/Brokers on the loads;
3.5.3. other information necessary for Dispatch;
3.5.4. Broker’s API and access to your platform via it. This facilitates Truxx in establishing seamless connectivity with carriers through its Dispatch Services, thereby enabling the identification of suitable carriers for the requested freight loads.

4. API AND NON-API UTILIZATION
   4.1. The Broker’s API integration allows to:
   4.1.1. Utilize the Platform to search for loads within the Broker’s platform for transportation;
   4.1.2. Exchange information related to the Dispatch, including: MC/DOT, internal identifier used by the Broker (if carrier’s registration is necessary before using the API), and any additional information to facilitate Broker-carrier interactions;
   4.1.3. Receive the Truxx’s intermediary Services;
   4.1.4. Receive carrier’s location, availability of carriers in specific location. identification information about carriers, prices for freight transportation, other essential information available through API integration;
   4.1.5. make Quote/Book on loads;
   4.1.6. issue Rate confirmation;
   4.1.7. receive Dispatch Services;
   4.1.8. Receive / request status of submitted Quote/Book;
   4.1.9. other Services provided or implemented by Truxx.

4.2. Non-API utilization:
4.3. Without the API, Brokers can communicate with the Truxx’s dispatchers either by a phone, or by sending an email message. Such communication must be conducted using only the designated by Truxx contact details for dispatchers.
4.4. Through email or phone communication, we can obtain any other related to Dispatch and our Services information, documents, including loads information, Rate Confirmation, etc.

5. NOTIFICATIONS

5.1. By utilizing our Services, you explicitly agree to receive messages from Truxx for notifications, alerts, or other communication purposes, including via emails, SMS messages, phone calls, faxes, or push notices at the email, phone number (landline or mobile), other means of communications you have provided to us.
5.2. In case Truxx calls or sends you SMS messages, or you call or send any messages to us, standard messaging rates may apply in accordance with your mobile service provider’s pricing plan. You consent to these standard rates.
5.3. You are obliged to respond to these notifications for the Term, since these notifications pertain strictly to our Services; it is your responsibility to notify us in case of any changes in your contact details.
5.4. Ordinarily, we do not send marketing notifications, but if we do so, you will be given the right to opt out from solely these notifications by sending us the stop word or unsubscribing.

6. LICENSE FOR USE

6.1. To Brokers. Subject to the terms and conditions of these Terms, we grant you a non-sublicensable, non-transferable, non-exclusive, revocable, limited license (the “License”) for the purpose of integrating your API with our Platform. This License allows you to: (i) Access and use our Platform to facilitate interactions with carriers and receive loads requests; and (ii) As applicable, install and use any proprietary Service Capabilities developed by us for the purpose of API integration. We do not charge you for integrating your API or Services to our Platform.
6.2. We reserve all other rights not expressly granted in this License.
6.3. License Restrictions. The License will remain in effect during the Term only. You may use our platform and API integration Services only in accordance with these Terms. All other uses of our platform and Services are prohibited. Neither you nor any third party under your control may (or may attempt to): (a) Access or attempt to access any information, documents, or data that you are not authorized to access and/or through any means that you are not authorized to use except as expressly permitted for API integration. (b) Disrupt or interfere with the security of our platform or any affiliated systems or networks. (c) Use our platform and API integration Services in any manner that infringes upon any copyrights, patents, or other intellectual property rights, privacy rights, rights of publicity, or other rights of any party. (d) Engage in any activity that violates any applicable laws or regulations related to the access to or use of our platform and Services. (e) Use our platform and Services for any purpose other than API integration as specified in these Terms.
6.4. The License is conditional on your continued compliance with all the terms and conditions of these Terms, and will immediately and automatically terminate if you do not comply.
6.5. To us. The Broker hereby grants Truxx a non-exclusive, non-transferable license to utilize and implement the Broker’s API on the Truxx Platform. This license authorizes Truxx to access, retrieve, and use data from the Broker’s platform through the API for the purpose of facilitating seamless connectivity with carriers, enabling efficient Dispatch Services, and matching carriers with the Broker’s requested freight loads. Additionally, it allows Truxx to place its trucks for available loads on the Broker’s platform, exchange documents with you, share geolocation of carriers and other abilities. The license is granted solely for the Term and is limited to the functionalities necessary for the proper operation of Truxx’s Services. The Broker retains all rights, title, and interest in and to the Broker’s API, and Truxx agrees not to use the API for any purpose beyond the scope expressly granted in this Agreement.

7. CHANGES TO SERVICES

7.1. Generally. We may add new Applications, Software, API, tools, features, and/or functionality (each a “Service Capability,” collectively, the “Service Capabilities”) available through the Services and/or install updates from time to time.
7.2. Discontinuance. We reserve the right to change, discontinue, or deprecate Service Capabilities from time to time or to elect to discontinue the Services in their entirety. If we remove or discontinue a material Service Capability, youmay (and your exclusive remedy is the option to) cease use of the Services.

8. SUSPENSIONS AND REMOVALS

8.1. Access and Use. We may suspend your access to the Services immediately if: (i) the integration is (or reasonably appears to us to be) fraudulent; (ii) you, as a Broker, violate any provisions of these Terms; or (iii) the Broker ceases to operate in the ordinary course, makes an assignment for the benefit of creditors or similar disposition of your assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. The suspension will be lifted upon our reasonable satisfaction that the triggering issue has been resolved.
8.2. Emergency Suspension. If a Security Concern exists in our reasonable opinion, we may immediately suspend access to the Services via your integrated Broker’s APIs until the Security Concern is resolved in our reasonable discretion.
8.3. Report Violations. If you, as a Broker, become aware that any aspect of your integrated Broker’s APIs violates these Terms, you will immediately: (i) notify us in writing regarding the violation; (ii) to the extent that you are capable (by administrative control or contractual right), immediately suspend the violating aspect of your integrated Broker’s APIs until such violations are corrected.
8.4. Effect of Suspension. In the event of suspension, your integrated Broker’s APIs will not have access to or use of the Services during the suspension. Our right to suspend your access to the Services through your integrated Broker’s APIs is in addition to our right to terminate your integration, pursuant to the terms of these Terms. If we suspend your right to access or use any portion or all of the Services through your integrated Broker’s APIs, you may be held responsible for any bookings, charges, and taxes, if any, associated with or caused by: (i) your use of the Services through your integrated Broker’s APIs, through the date of suspension, and/or (ii) your use of the Services through your integrated Broker’s APIs, if any, that you continue to access or use on and after the date of suspension. Absent a Security Concern, we will not erase any data due to suspension, but such data may be subject to deletion in the event of a termination of the integration.

9. TERM, CANCELLATION, AND TERMINATION

9.1. Term. These Terms will continue to apply to your use of the Platform and Services until terminated by either you or us.
9.2. Data Retention. We agree to maintain Your Content in accordance with our internal data retention procedures. You agree that we have no additional obligation to continue to hold, export, or return Your Content and that we have no liability whatsoever for their deletion pursuant to these terms.
9.3. Survival of Terms. The following Sections will survive the expiration or termination of these Terms: Sections 6, 8, 9, 10, 11, 12, 13, 14, 15,16,17, and 18.

10. BROKERS RESPONSIBILITIES

10.1. Contract Obligations. You are obliged to diligently perform your obligations under this Agreement, comply with the rules herein, and perform your obligations in accordance with your brokerage services, including diligent payments in case of carrier’s fulfillment of its obligations, and any other obligations accepted in freight industry.
10.2. Permitted Use. Brokers must ensure that their access and use of the Services through their integrated APIs fully comply with the provisions and conditions of the Agreements.
10.3. Compliance. Brokers must adhere to all laws, rules, and regulations applicable to them (and their industry) and their use of the Services through their integrated APIs, including import, re-import, export, and re-export control laws and regulations, as well as country-specific economic sanctions programs, where applicable.
10.4. Security. Brokers are responsible for maintaining the confidentiality of their non-public API credentials associated with their integration. Brokers are also responsible for taking reasonable steps to prevent unauthorized access to their integrated APIs and for promptly notifying Truxx about any misuse or security concerns related to the Services.
10.5. Your Content. As between the Brokers and Truxx, Brokers are solely responsible for any content they provide through their integrated APIs and for ensuring that it complies with this Agreement and applicable law. Brokers are also responsible for any claims related to or stemming from the content they provide.
10.6. Privacy. Brokers consent to Truxx’s collection, use, and disclosure of information associated with the Services through their integrated APIs is in accordance with Truxx’s Privacy Policy.
10.7. Third Party Content. Brokers’ use of any Third Party Content through their integrated APIs is at their sole risk and may be subject to separate terms and conditions and/or fees from the applicable third parties.
10.8. Security and Backup. Brokers are solely responsible for creating, implementing, and maintaining appropriate security measures and backup (with routine archiving) of any content they provide through their integrated APIs.
10.9. Other Equipment. Brokers are responsible for the procurement, configuration, operation, performance, and security of all equipment and computing resources they use with the Services, including gateways or other devices used to access the Services.
10.10. Maintenance. Brokers agree to collaborate and make reasonable accommodations for all maintenance to the Services related to their integrated APIs, regardless of whether scheduled in advance or completed on an emergency basis.

11. OUR RESPONSIBILITIES

11.1. Generally. We will provide the Services to you subject to the obligations, requirements and conditions of these Terms.
11.2. Privacy Policy. We value your privacy and detail our policies and procedures regarding the use of your information (including Your Content) in our Privacy Policy. Notwithstanding any other agreement (whether written or verbal) between you and us, the preceding sentence contains our and our Affiliates’ entire obligation regarding the privacy and confidentiality of Your Content.

12. REPRESENTATIONS

12.1. By Us. We represent and warrant to you that we have full power and authority to enter into these Terms.
12.2. By Brokers. You represent and warrant to us that: (i) you will comply with all laws, rules, and regulations applicable to you (and your industry); (ii) you or your licensors own all rights, titles, and interests in and to Your Content; (iii) you have all rights in Your Content necessary to grant the rights contemplated by these Terms; and (iv) your Content, use, and access of the Services will comply with the Agreements; (v) you ensure the implementation of robust security measures to protect sensitive data and prevent unauthorized access, in accordance with best practices and applicable laws; (vi) you commit to timely response and communication with all parties involved, including dispatchers, carriers, and platform administrators, to ensure smooth and efficient operations; (vii) you warrant that any integrations with the Platform, including API usage, adhere to the prescribed terms of use and do not disrupt the overall functionality of the Platform; (viii) you affirm the accuracy of all information provided to the Platform and Truxx in case of load transportation, including but not limited to shipment details, loading, packaging, transportation details and requirements, weight restrictions, other load and handling characteristics, addresses, timeframes and other relevant data, essential for the safe and efficient transportation of loads and to prevent errors and discrepancies between Brokers, carriers and shippers; (ix) you will provide freight services in accordance with the prevailing standards of the industry. You expressly agree to perform your obligations diligently, efficiently, and in a manner consistent with the practices expected from a broker of similar expertise and standing in the industry; (x) you shall diligently communicate with our dispatchers, providing all the necessary information for them to seamlessly provide Dispatch Services for all the parties involved; (xi) in case of any unforeseen circumstances or accidents, the Broker hereby represents and warrants that they will actively and diligently assist, consult, and participate in the resolution of such incidents. The Broker commits to employing reasonable measures and industry-best practices that are expected from brokers within the freight industry to address and resolve any challenges or disruptions promptly. This includes, but is not limited to, collaborating with relevant parties, providing necessary documentation, and taking swift and effective actions to mitigate any adverse impact on the transportation of freight.
12.3. At our sole discretion, we may request from Brokers any documents or licenses certifying their capabilities of providing brokerage services on our Platform. Amongst other documents, we are entitled to demand: API’s Terms of Use, Terms of Use of Broker’s Services, proof of DOT for Brokers, certificate of insurance, company certificates, etc.

13. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

13.1. Our Proprietary Rights. Except as expressly set forth herein, these Terms do not grant you, Brokers, or your Affiliates any rights, implied or otherwise, to any of our Intellectual Property Rights or the Services. You hereby disclaim any interest. As between you and us, we or our Affiliates or licensors own and reserve all right, title, and interest in and to the Services and our Content.
13.2. Your Proprietary Rights. As between you and us, you own all right, title, and interest in and to Your Content, and except as expressly set forth herein, these Terms do not grant us any rights, implied or otherwise, to Your Content.
13.3. Third-Party Requests. We may disclose Your Content to comply with any request from a controlling government entity or a regulatory body, including but not limited to law enforcement, subpoenas, or court orders.
13.4. Feedback and Suggestions. If you provide any Suggestions to us or any of our Affiliates, even if you designate the information as confidential, we and our Affiliates may use the information without restriction, and you irrevocably assign to us all rights, title, and interests in and to the Suggestions.
13.5. Publicity. If you provide us with consent to disclose that you are one of our Brokers, we may state publicly that you are our Broker and may include your name, logos, and/or trademarks in a list of our Brokers, online or in promotional materials. However, neither you nor we may issue a press release regarding these Terms without mutual written consent. You may not make any public communication regarding your use of the Services nor use our name, logos, or trademarks without our prior written consent.

14. NON-ENGAGEMENT

14.1. Non-compete. For the Term and 1 (one) year thereafter, Brokers agree not to directly compete with Truxx with the same Platform, Services and business idea. Brokers are forbidden from collecting confidential information of Truxx, creating databases of carriers, reverse-engineering the Services or utilizing any other unfair competition methods.
14.2. Non-solicitation. For the Term and 5 (five) years thereafter, you explicitly agree that, without the prior written consent of Truxx, you will not directly or indirectly solicit, induce, or attempt to solicit or induce any 1) employee, contractor, agent, or consultant of Truxx to terminate their relationships, employment, engagement, association; 2) client, partner, customer of the Business to cease any business relationships with the Truxx
14.3. Non-circumvention. For the Term and 1 (one) year thereafter, Brokers shall not without the prior written consent of the Truxx, or unless it is necessary under p. 11.2 (xi), directly or indirectly circumvent or engage in any business relationships that compete with the Truxx’s business with any client, customer, partner, contact, entity introduced by the Truxx.
14.4. Each Party acknowledges that the foregoing provisions are fair, reasonable, and necessary to protect the goodwill and interests of Truxx.

15. DISCLAIMER

15.1. Truxx is a Platform designed to enhance interactions and communications between Brokers and carriers, offering Dispatch Services. We do not assume responsibility for the performance, whether fulfilled or unfulfilled, expected from both Brokers and carriers. You expressly agree to indemnify, defend, and hold harmless us against any and all claims, liabilities, damages, losses, expenses, judgments, fines, settlements, and costs from carriers or shippers related to your brokerage services.
15.2. The Services are provided “as is” and “where-is.” We and our affiliates and licensors make no representation or warranty of any kind, whether express, implied, statutory or otherwise, and to the maximum extent permitted by applicable law, we disclaim all warranties, including without limitations warranties of merchantability, fitness for a particular use, satisfactory quality, non-infringement, quiet enjoyment, usage of trade, course of dealings, or any warranty or representation that a Service, Content, Software, or Third Party Content will be SECURE, TIMELY, ERROR-FREE, FREE OF VIRUSES OR HARMFUL COMPONENTS, OR UNINTERRUPTED. WE ALSO HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR LOAD OF YOUR CONTENT OR THIRD PARTY CONTENT BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS. YOU ARE SOLELY RESPONSIBLE FOR APPLYING APPROPRIATE SECURITY MEASURES TO YOUR CONTENT AND THIRD-PARTY CONTENT, INCLUDING ENCRYPTING SENSITIVE CONTENT.
15.3. While we endeavor to provide timely Services, we do not guarantee real-time updates or immediate responses. Delays may occur due to factors beyond our control. Availability of carriers on the Platform is subject to change without notice. We do not guarantee the continuous availability of carriers or the fulfillment of specific load requests.
15.4. We do not warrant or guarantee the compliance of carriers with legal or safety regulations. Brokers are responsible for verifying carrier compliance before engaging in any transactions.
15.5. We are not responsible for the content, accuracy, or consequences of communications between Brokers and carriers facilitated through the Platform. Brokers are advised to exercise caution and diligence in their communications.
15.6. Load assignments, bookings, or other arrangements made through the Platform may be subject to cancellation or modification. We are not liable for any losses or damages resulting from such changes.
15.7. We operate as a neutral intermediary connecting Brokers with carriers and providing Dispatch. We do not provide carrier services, and the relationship between Brokers and carriers is independent of our Platform.
15.8. We do not endorse or guarantee the performance, reliability, or safety record of any specific carrier. Brokers are responsible for conducting their due diligence when selecting carriers.

16. LIMITATIONS OF LIABILITY

16.1. Limitation on the Amount of Liability. To the maximum extent permitted by applicable law, in any case, our and our affiliates and licensor’s aggregate liability under these Terms is limited TO $1,000. This limitation on the amount of liability applies to all claims, whether under contract, tort, or any other theory of LIABILITY, AND REGARDLESS OF WHETHER THE LIABILITY ARISES FROM DAMAGES OR AN AWARD OF ATTORNEYS’ FEES AND COSTS.
16.2. Limitations on Liability and Damages. To the maximum extent permitted by applicable law, EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, punitive, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS INTERRUPTION, GOODWILL, RELIANCE, USE, OR LOSS OF DATA OR BUSINESS INFORMATION). FURTHER, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE for any damages, compensation, or reimbursement arising or in connection with: (i) your or any user’s inability to access and or use the Services or any content, for any reason; (ii) an interruption, suspension or cessation of your or any user’s access to or use of the Services or content, for any reason; (iii) a suspension or termination of an integration; (iv) a change, discontinuance, or deprecation of the Services (or all of the Services) or change or removal of any service capabilities; (v) scheduled and unscheduled interruptions or outages, for any reason, (vi) cost of procurement of substitute Services or goods; (vii) any investments or expenditures; (VIII) ANY CHANGE, LOSS, DELETION, DAMAGE, FAILURE, DISCLOSURE, OR UNLAWFUL (OR UNAUTHORIZED) ACCESS TO ANY CONTENT, INCLUDING YOUR CONTENT AND THIRD PARTY CONTENT; (IX) ANY BUGS, VIRUSES, MALICIOUS CODE, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (X) ANY ERRORS OR OMISSION IN ANY CONTENT OR FOR ANY LOSS OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF AND CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES; (XI) ANY UNSUCCESSFUL TRANSACTIONS CONDUCTED THROUGH OUR PLATFORM OR ANY DAMAGES SUFFERED BY YOU. LIABILITY IS SO LIMITED AND EXCLUDED, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. INDEMNIFICATION

17.1. Unless prohibited by applicable law, you will indemnify, defend, and hold harmless us, our Affiliates, and our licensors (and the respective employees, agents, officers, directors, members, managers, and owners of us, our Affiliates, and our licensors) from and against all damages, liabilities, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim concerning or arising from (each a “Third Party Claim”): (i) Your Content (including any damage caused by malicious or harmful code included in Your Content) or any allegation or claim that Your Claim infringes or misappropriated a third party’s Intellectual Property Rights or makes unlawful or unauthorized use of a third party’s trade secrets; (ii) your access or use of the Services or any Software or other Content available from or through the Services, including any use in violation of the Agreements; (iii) your breach of any representation, warranty, or other provision of these Terms; (iv) your violation of any law, rule, or regulation applicable to you (or your industry); (v) a dispute between you and any of your carriers; and/or (vi) a dispute regarding or arising from any acts or omissions of your current or former employees or contractors.
17.2. We will promptly notify you of a Third Party Claim, but our failure to provide prompt notice will only reduce your obligations to the extent that such failure substantially prejudices your ability to defend the Third-Party Claim. You will have control over the defense and may select your own counsel, however, at our election, we may select separate counsel to defend us at our expense. You may settle the Third Party Claim at your discretion, provided that any settlement which requires us to admit any liability or wrongdoing will require our prior written consent at our sole discretion. Further, any settlement which requires us to pay any money or incur any obligations may not be made without our prior written consent.

18. DISPUTE RESOLUTION

18.1. Between you and carriers. We can, but not obliged, at our sole discretion, help you resolve disputes that may arise between you and carriers if such relationships appeared due to our Services.
18.2. Governing Law. These Terms, including related issues, and any dispute of any sort that might arise between you and us regarding or stemming from these Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles, except that (i) if you are a U.S. Government entity, the laws of the United States govern, and (ii) if you are a state or local government entity in the United States, the laws of your local state govern.
18.3. Precondition. You agree that as a condition for you to bring any legal claim against us (regardless of whether brought as a complaint or a counterclaim) relating in any way to these Terms or the Services, you must have provided us a Default Notice within 60 days that you first knew of (or with reasonable inquiry, could have discovered) the act or omission that gave rise to your claim.
18.4. Time Limitation. Any claim against us must be filed within 1 year that you first knew of (or with reasonable inquiry, could have discovered) the act or omission that gave rise to your claim.
18.5. Class Action Waiver. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
18.6. Small Claims. Any dispute relating in any way to these Terms or the Services where a party seeks aggregate relief of $7,500 or less will be adjudicated in any small claims court in Delaware and both you and we consent to exclusive jurisdiction and venue in those courts for such disputes.
18.7. Other Claims; Arbitration. Any dispute relating in any way to these Terms or the Services where a party seeks aggregate relief in excess of $7,500 will be adjudicated by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Both you and we consent to exclusive jurisdiction and venue in such arbitration proceedings for such disputes. The place of the arbitration shall be in the Delaware. Both you and us will select a single arbitrator who is acceptable to the parties. If you and we cannot reach an agreement on a single arbitrator within thirty (30) days in which arbitration is demanded by the initiating party, you and we will each appoint an arbitrator and the two arbitrators selected will then select a third arbitrator. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all of its costs and fees. As used in these Terms, “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.
18.8. Equitable Relief. We may seek injunctive or other relief (without the necessity of posting a bond or demonstrating actual monetary damages) in any state, federal, or national court of competent jurisdiction for any actual or alleged unauthorized access or use of the Services or an infringement of our, our Affiliates, or any third party’s intellectual property or other proprietary rights.

19. MISCELLANEOUS

19.1. No Exclusivity. We are free to offer the Services to other Brokers. Nothing in these Terms shall be interpreted to create any type of exclusivity for your use or access to the Services.
19.2. Entire Agreement. These Terms set out all of the terms and are the entire agreement between you and us regarding its subject matter. The provisions, if any, located at a URL referenced in these Terms, as may be amended from time to time, are hereby incorporated by this reference. These Terms supersede all prior or contemporaneous representations, communications, understandings, or agreements between you and us, whether written or verbal, regarding its subject matter. In entering these Terms, you have not relied on, nor will you have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set out in these Terms. We will not be bound by, and specifically, object to, any term, condition, obligation, or other provision which is different from or in addition to the provisions of these Terms (regardless of whether it would materially alter these Terms) and which is submitted by you in order, receipt, acceptance, confirmation, correspondence, or other documents.
19.3. Changes to terms. We may, from time to time, make modifications (by amendment, replacement, and/or adding new provisions) to these Terms at any time. Unless a later effective date is stated, the modified version of these Terms will be effective immediately when posted on the Site or, until the Services are implemented on this Site, when a new version is brought to the Broker’s attention via agreed means of communication, including the integrations’ functionality. You are responsible to check the Platform regularly for modifications to these Terms. Your continued use and/or access of the Services after the effective date of a modification to these Terms will be conclusive proof that you agree to be bound by the modified version of these Terms.
19.4. Language. All communications and notices to be made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms or any notice, the English language version will control if there is any conflict.
19.5. Notices. We may provide notices regarding us, our Platform, and/or the Services by posting a notice on our Platform or direct communication with you through the designated email address, and such notices will be effective when posted on the Platform or sent to your email. To give us a notice regarding these Terms, the Services, or your Integrations, you must provide the notice by emailing a message to our support team at support@truxx.ai. Any such notice will be deemed effective 3 business days after it was received.
19.6. Force Majeure. We, our Affiliates and licensors, will not be liable for any failure or delay in performance of any obligation under these Terms where the failure or delay results from circumstances beyond our reasonable control, including acts of God, fire, explosion, earthquake, flood, storms or other elements of nature, blockages, pandemics, embargoes, riots, acts of civil or military authority, war, terrorism (including cyber-terrorism), labor disputes, strikes, acts or omissions of internet traffic carriers, internet service disruptions; utility failures, systemic electrical, telecommunications or other industrial disturbances, or actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services) (each an “Uncontrollable Event”).
19.7. Violations. If we reasonably believe that any of Your Content and/or Third Party Content violates the law, infringes or misappropriates the rights of any third party, or otherwise violates the terms of the Agreement (“Prohibited Content”), we may disable access to or remove the Prohibited Content from the Services, pursuant to the U.S. Digital Millennium Copyright Act (DMCA), or to comply with law or any judicial, regulatory or other government order or request. In the event that we disable access to or remove Prohibited Content without prior notice, we will provide prompt notice to you, unless prohibited by law.
19.8. No Waiver. Neither you nor we will be deemed to have waived any rights by not exercising (or delaying the exercising) any rights provided under these Terms. All waivers by us must be in writing to be effective.
19.9. Confidentiality. You may use the Confidential Information only as permitted by these Terms. You will take all commercially reasonable efforts to avoid the unauthorized use, disclosure, dissemination, exploitation, or copying of any part of the Confidential Information, and will take, at a minimum, the measures you take to protect your own confidential or proprietary information. During the Term only, you may use the Confidential Information as reasonably needed for your use of the Services, but you will not disclose the Confidential Information during the Term nor at any time during the 3-year period following the end of the Term without our prior written consent, unless disclosure is required due to Legal Process. If disclosure is required by Legal Process, you will use commercially reasonable efforts to: (i) promptly notify us of the required disclosure before making the disclosure; and (ii) if applicable, comply with our reasonable requests regarding any lawful efforts to oppose the disclosure.
19.10. Assignments. We may assign these Terms, including our respective rights and obligations, to an Affiliate or a third party at our discretion. You may not assign these Terms, in whole or in part, or delegate or sublicense any of your rights and/or obligations under these Terms, without our written consent. Any other attempt to assign or transfer is void. Subject to the restrictions provided in the preceding two sentences, these Terms will be binding upon, and inure to the benefits of the parties and their respective successors and assigns.
19.11. No Agency. You and we are independent contractors. Nothing in these Terms will be interpreted to create any agency, partnership, or joint venture. We may develop (or have developed) or assist third parties with their development of products, Services, Content, concepts, systems, and/or techniques that are similar to or compete with your products, Services, Content, concepts, systems, and/or techniques.
19.12. No Third-Party Beneficiaries. Nothing in these Terms shall be interpreted to create or confer any rights or benefits for any third party.
19.13. U.S. Government Rights. The Services are developed solely at private expense and, as may be provided to the U.S. Government, are provided with the same rights and restrictions generally applicable to the Services. As provided to the U.S. Government, if applicable, the Service are provided as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data,” within the meaning of the applicable Federal Acquisition Regulation and agency supplements thereto. If you are using the Services on behalf of the U.S. Government and the terms of these Terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Services.
19.14. Construction and Interpretation. No inference in favor of, or against, us shall be drawn from the fact that we drafted all or any portion of these Terms. The titles and captions in these Terms are for convenience of reference only and do not define, limit or control the scope, intent, or effect of any part of these Terms. As used in these Terms, words of masculine, feminine or neuter gender shall mean and include the correlative words of the other genders, and words importing the singular number shall mean and include the plural number, and vice versa.
19.15. Severability. If any part of these Terms is held invalid, illegal, or unenforceable, such portion(s) will be interpreted to affect the intent of the original portion. If such construction is not possible, the invalid, illegal, or unenforceable portions will be severed from these Terms and the remaining portions of these Terms will remain in full force and effect.
19.16. Other Agreement. If there is a conflict between these Terms or any other written agreement between you and us (“Other Agreement”) regarding the subject matter of these Terms, the documents will control (but only to the extent of such conflict) in the following order: (i) the Other Agreement if any; then (ii) these Terms.