TERMS OF SERVICE

Effective Date: December 12, 2023

Dear User, these Terms of Service (the “Terms”) outlines your Services’ utilization provided by Truxx. Your use of the Site 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 Site is operated by Truxx.
These Terms should be read together with our Privacy Policy . By using the Site, you declare approving these Terms.

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”.
“Account” means an account with us for the access and use of the Services, subject to terms of the Agreements as may be applicable.
“Account Settings” means those portions of the Site that are only accessible to Users for administration of the User account.
“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.
“Carriers” means an organization actively involved in the provision of transporting freight for shippers from one location to another. Can be referred herein as “Users,” “you,” or “your”.
“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, 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.
“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.
“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 site we identify.
“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 Carriers, 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 Carriers, you, or third parties, and or (c) our network or servers used to provide the Services.
“Software” means any downloadable tools, software development kits, or other such proprietary computer software.
“Suggestions” means all suggested improvements to or feedback regarding the Site and or Service that you provide to us.
“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. SCOPE OF SERVICE
   2.1. The Services comprise a Site featuring tools for freight transportation, encompassing various advancements and technologies designed to facilitate Carriers in the freight transportation industry.
   2.2. By registering for the Services and creating an Account, logging into the Site, or otherwise using the Services, you, on behalf of yourself and those that you represent, acknowledge that you have read and understood the Agreements, accept the Agreements, and agree to be bound by them. If you represent a third party, such as the Carrier, 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. CHANGES TO TERMS.

3.1. 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 our Site. We will provide notice of changes to the Terms by (i) posting the amended version of the Terms on our Site; (ii) posting a notice on our Site; or (iii) emailing the notice to the email account associated with Carrier’s Account. You are responsible to check the Site regularly for modifications of these Terms. Your continued use and/or access of any 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.

4. ACCOUNT AND USERS

4.1. Truxx provides its Services to Carriers.
4.2. The Site functionality may be limited for Users who have not registered an account. Before registration, Users will be able to view publicly available information on the Site, but will not have access to Truxx’s Services available only from the Users’ account or any other features that may be available to the registered Users, stipulated herein or provided on the Site.
4.3. By registering on the Site, you confirm that you are at least 18 years old, have full legal capacity, and consent to the processing and dissemination of personal data for the purpose of providing you with Services. We are entitled to apply any additional legal terms to Carriers as may be stipulated on the Site or the registration web page.

4.4. The Carrier’s Account allows:
4.4.1. to search for and access details about available loads;
4.4.2. to leave requests for specific loads;
4.4.3. to see information about the loads;
4.4.4. to transmit the current, real-time geoposition for efficient logistics;
4.4.5. to access the Rate Confirmation documents;
4.4.6. to communicate with dispatchers for coordination;
4.4.7. to provide transportation services for a broker as an independent contractor.

5. NOTIFICATIONS

5.1. By registering the Carrier’s account, you explicitly agree to receive messages from Truxx for notifications, alerts, or other communication purposes, including via emails, SMS messages, phone calls, faxes, and push notices at the email, phone number (landline or mobile) you have provided to us.
5.2. You agree to receive emails, SMS messages, phone calls, faxes, and push notices for the following:
5.2.1. Truxx can call, send you notifications related to the Services;
5.2.2. Truxx can communicate with you for Dispatch Services;
5.2.3. Truxx can call, send you promo actions or notices about alternative services that we believe may interest you in our sole discretion.
5.3. 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, unless you explicitly opt out from receiving such.
5.4. You have the opportunity to unsubscribe from promotional notices at your discretion by selecting the “unsubscribe” option in our email correspondence or contacting us at the following address: support@truxx.ai.
5.5. To opt out from SMS notifications you shall respond to out latest SMS message with the stop word “STOP”.

6. PAYMENT OBLIGATIONS

6.1. The Carrier’s payment obligations:
6.1.1. By using the Services you agree to pay a commission percentage (the “Commission”). The Commission is set at 5% of the cost of transportation of a specific load received by the Carrier through the Services.
6.1.2. In order to receive the Commission, Truxx may use third-party payment processors at its own discretion. The processing of payments will be subject to the terms of use, and privacy policies of the payment processor. You are liable to read and understand applicable terms and conditions of such services. As of the Effective Date, Truxx will be using Stripe for payment processing. The current Privacy & Terms of Stripe service are available on their official website.
6.1.3. Payment of the Commission is scheduled on a weekly basis, with invoices sent out by Truxx every Monday for all transported loads that Truxx has matched to Carriers during preceding week.
6.1.4. Invoices are sent by using Stripe services. All payments can be made using Credit/Debit Cards or ACH.
6.1.5. To make automatic withholdings for the Services, you can link your own credit card to your Carrier’s account on the Site. The procedure of the automatic withholdings is defined in the current Privacy & Terms of Stripe service which indicated on their website.
6.1.6. By requesting our Services, you consent to the provision and use of your credit card details for payment by third-party processors; confirm that you agree with these payment policies; and agree to the automatic withholdings from your designated bank account for by Truxx for the Services provided.
6.1.7. Carriers may incur additional expenses for payment processing, such as card, bank payment fees, conversion fees, other payment obligations, including taxes generally withheld from customers, such as sales taxes or others under the applicable laws, if any.
6.1.8. From time to time, Truxx is entitled to review the Commission for the Services. The applicable rates are published on the Site and are valid at the time of quotation.
6.1.9. All payments made for Services by Carriers are non-refundable. As an exclusion, Truxx reserves the right to refund the amount in its sole discretion.
6.1.10. If the Carrier overpays the commission, Truxx shall credit the excess amount to the Carrier’s account on the Site and take it when making the following payments.
6.1.11. No additional payment obligations beyond those mentioned in this section are required.

7. LICENSE FOR USE.

7.1. To Users. Subject to the terms and conditions of these Terms, we grant to you a non-sublicensable, non-transferable, non-exclusive, revocable, limited license for Carrier’s own internal use only (the “License”) to (i) access and use the Services to which you have subscribed; and (ii) as applicable, install and use the proprietary Service Capabilities, if any, developed by us as part of or for the Services. We reserve all other rights.
7.2. From Users. By submitting, posting, generating, or displaying any Content on or through the Services, you give us a sublicensable, transferable, non-exclusive, royalty-free, fully paid, worldwide limited license to use, display, reproduce, publish, modify, create derivative works from, and distribute such Content as reasonably prudent or necessary to enable us to provide, maintain, protect, and improve the Services in accordance with these Terms.
7.3. License Restrictions. The License will remain in effect during the Term only. You may use the Services only in accordance with these Terms. All other uses of the Services are prohibited. Neither you or any third party under your control may (or may attempt to): (a) access or attempt to access any information, documents, images, software or material (individually and collectively, “Materials”) that you are not authorized to access and/or through any means that you are not authorized to use such as any means not intentionally made available by or through the Services; (b) disrupt or interfere with the security of, or otherwise cause harm to the Services, or to any Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Services or any affiliated or linked sites; (c) access or use the Services in any manner that could damage, disable, overburden or impair any server or network used by Us in connection with the Services; (d) use any Materials in connection with the 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; (e) transmit unsolicited or bulk communications to any Users (f) post or otherwise submit any software, programs or Materials via the Services that are harmful or disruptive of another Party’s equipment, software or other property, including any corrupted files, time bombs, Trojan Horses, viruses and worms; (g) disrupt, interfere with or inhibit any other user from using and enjoying the Services or other sites, Materials or services associated with the Site; (h) violate any applicable laws or regulations related to the access to or use of the Services, and/or engage in any activity prohibited by this Agreements; (i) compile, use, download or otherwise copy any Materials available on the Services (except as expressly permitted by the Agreements), or transmit, provide or otherwise distribute (whether or not for a fee) such Materials to any third party; (j) use the Services to engage in any chain letters, contests, marketing, junk email, pyramid schemes, spamming, surveys or any other duplicative or unsolicited messages (commercial or otherwise); (k) use any robot, spider, or other programmatic or automatic device, to obtain information from the Services or others’ use of the Services or otherwise monitor or copy any portion of the Services; (l) frame, mirror, or use framing techniques on any part of the Services without our express prior written consent; (m) make any use of data extraction, scraping, mining, or other data gathering tools, or create a database by systematically downloading or storing Materials, or otherwise scrape, collect, store, or, except pursuant to the limited license granted by these Terms, use any Materials; (n) use the Services for any purpose that is abusive, intrusive of another party’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hurtful; (o) remove any copyright, trademark, or other proprietary rights notice from the Services or Materials; and/or (p) use any our domain name (or one confusingly similar) as a pseudonymous return email address or use any our social media name or address (or one confusingly similar) to mislead or deceive others; (q) use the Services or otherwise install it in any manner other than as directed, such as for example using it as other than as a mobile app or embedding it in another software. The License is conditional on your continued compliance with all of the terms and conditions of these Terms, and will immediately and automatically terminate if you do not comply.

8. CHANGES TO SERVICES.

8.1. Generally. We may add new Applications, Software, application program interface (“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.
8.2. 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, Carrier may (and Carrier’s exclusive remedy is the option to) cease use of the Services.

9. SUSPENSIONS AND REMOVALS.

9.1. Access and Use. We may suspend your account and your right to access or use any portion of the Services immediately if: (i) the creation of the User account for Services is (or reasonably appears to us to be) fraudulent; (ii) you or any User under User’s account violate any provisions of these Terms; or (iii) Carrier 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.
9.2. Emergency Suspension. If a Security Concern exists in our reasonable opinion, we may immediately suspend any or all User’s access to the Services, and may also remove, as applicable, the offending item, code, Content (including Your Content and Third Party Content) until the Security Concern is resolved in our reasonable discretion.
9.3. Report Violations. If you become aware that any User’s access or use of the Services 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 User’s access and use of the Services until such violations are corrected.
9.4. Effect of Suspension. Users that are suspended will not be able to access or use the Services or portions thereof (including Your Content) during the suspension. Our right to suspend your or any User’s right to access or use the Services is in addition to our right to terminate your account, pursuant to the terms of these Terms. If we suspend your right to access or use any portion or all of the Services, Carrier may be held responsible for any bookings, charges, and taxes, if any, associated with or caused by: (i) your use of the Services, through the date of suspension, and/or (ii) your use of the Services, 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 of Your Content due to a suspension, but such items may be subject to deletion in the event of a termination of the User account.

10. TERM, CANCELLATION, AND TERMINATION.

10.1. Term. These Terms will continue to apply to your use of the Site and Services until terminated by either you or us.
10.2. 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.
10.3. Survival of Terms. The following Sections will survive the expiration or termination of these Terms: Sections 4.2, 4.3, 7.2, 8, 9,10, 11, 12, 13, 14, 15, 16, 17,18, and 19.

11. USERS RESPONSIBILITIES.

11.1. Contract Obligations. Diligently perform their obligations under this Agreement, comply with the rules herein, and perform their obligations in accordance with their freight services.
11.2. Permitted Use. Your access and use of the Services must fully comply with the provisions and conditions of the Agreements.
11.3. Compliance. You must adhere to all laws, rules, and regulations applicable to you (and your industry) and your use of the Services, including, as applicable, import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Asset Control, Department of the Treasury (“OFAC”).
11.4. Communication with dispatcher. Users are obliged to communicate with Truxx’s dispatchers regarding any issues arising in the course of cooperation. Users undertake to respond to phone calls, emails, SMS, or other messages from dispatchers in a timely manner.
11.5. Account Security. You are responsible for maintaining the confidentiality of the non-public credentials that are associated with your account. The User is responsible for all activities, including the subscription of Services, that occur under User account, regardless of whether the activities are undertaken by you, Admins, your employees, your agents, or a third party (including your contractors) and we are not responsible for any unauthorized access to (and the activities undertaken with) User account absent clear and convincing evidence that we breached these Terms and that such breach caused the unauthorized access. You are required to take reasonable steps to prevent unauthorized access to your account and the Services, and, further, you will cooperate with us in identifying unauthorized access or use related to your account. You must promptly notify our User support team in writing about any misuse (or any fact or circumstances which could reasonably be expected to result in or cause a reasonable suspicion of a misuse) of your account, authentication credentials, or any Security Concerns related to the Services or an Account.
11.6. Your Content. As between you and us, you are solely responsible for Your Content and for ensuring that Your Content complies with this Agreement and applicable law. As between you and us, you are also solely responsible for any claims related to or stemming from Your Content and business, including all acts and transactions conducted with the Services. You will secure and maintain all rights in Your Content, as applicable, necessary for us to provide the Services to you without violating the rights of any third party or otherwise obligating us to you or any third party. We do not and will not assume any obligations with respect to Your Content other than as expressly set forth in these Terms or as required by applicable law.
11.7. Privacy. You consent to our collection, use, and disclosure of information associated with the Services in accordance with our Privacy Policy. If Your Content includes Third Party Content or information belonging to or related to third parties, you will protect the confidentiality of such Third Party Content and information under all applicable agreements, laws, rules, and regulations.
11.8. Third Party Content. Your use of any Third Party Content is at your sole risk and may be subject to separate terms and conditions, and/or fees from the applicable third parties.
11.9. Security and Backup. You are solely responsible for creating, implementing and maintaining appropriate security, protection, and backup (with routine archiving) of Your Content. You will bear the entire risk of loss of, or damage to, any of Your Content.
11.10. Other Equipment. As between you and us, you are responsible for the procurement, configuration, operation, performance, and security of all equipment and computing resources that you use with the Services, including any gateways or other devices you may use to access the Services.
11.11. Maintenance. You agree to collaborate and make reasonable accommodations for all maintenance to the Services, regardless of whether scheduled in advance or completed on an emergency basis.

12. OUR RESPONSIBILITIES.

12.1. Generally. We will provide the Services to you subject to the obligations, requirements and conditions of these Terms.
12.2. 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.

13. REPRESENTATIONS.

13.1. By Us. We represent and warrant to you that we have full power and authority to enter into these Terms.
13.2. By Users. 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) your provided information is complete, accurate and relevant; (vi) you commit to timely response and communication with all parties involved, including dispatchers, and Site administrators, to ensure smooth and efficient operations; (vii) you will not use the Site or any Services with a competitive for offering similar dispatch and load finding functionalities or reverse-engineering purposes; (viii) you undertake to cooperate with Truxx fully in resolving any issues; (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 carrier of similar expertise and standing in the industry; (x) you shall diligently document the transportation process, including photographing the load, and provide all necessary and customary proofs as required by industry norms.
13.3. Unless explicitly agreed upon in writing (e.g., in a Lease Agreement), the User is expressly prohibited from submitting any User content containing sensitive information such as social security numbers, passport numbers, driver’s license numbers, or similar identifiers, credit card or debit card numbers, or any other data subject to specific data privacy and security laws. This includes, but is not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children’s Online Privacy Protection Act (COPPA), or the General Data Protection Regulation (GDPR), or any other data considered sensitive or that may give rise to notification obligations under data breach notification laws. We make no representations regarding the adequacy of the Services to process User content or to satisfy any legal or compliance requirements applicable to User content, except as expressly delineated herein.
13.4. At our sole discretion, we may require Users to provide a tax number, company registration certificate, notice of assignment, and any other documents or licenses that certify their ability to provide such services on our Site. Among other documents, we have the right to request confirmation of a DOT number or MC number for Carriers, an insurance policy, etc.
13.5. In the course of cooperation, Users guarantee to provide the dispatcher and (or) upload to its account documents related to their freight services to receive Dispatch Services from Truxx, including a ticket for overloading, documents on payment for loading, and (or) unloading services, Bill of Lading, Proof of Delivery and any other documents that we may require at our sole discretion.

14. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

14.1. Our Proprietary Rights. Except as expressly set forth herein, nothing in these Terms grants you, Users, or your Affiliates any rights, implied or otherwise, to any of our Intellectual Property Rights or the Services, and 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.
14.2. 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, nothing in these Terms grants us any rights, implied or otherwise, to Your Content.
14.3. Third-Party Requests. We may disclose Your Content to comply with any request from a controlling government entity or a regulatory body (including law enforcement, subpoenas, or court orders).
14.4. 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.
14.5. Publicity. If you provide us consent to disclose that you are one of our Carriers, we may state publicly that you are our Carrier and may include your name, logos, and/or trademarks in a list of our Carriers, online or in promotional materials. However, neither you nor we may issue a press release with respect to 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.

15. NON-ENGAGEMENT

15.1. Non-compete. For the Term and 1 (one) year thereafter, Carriers agree not to directly compete with Truxx with the same Site, Services and business idea. Carriers are forbidden from collecting confidential information of Truxx, creating databases of brokers, reverse-engineering the Services or utilizing any other unfair competition methods.
15.2. 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
15.3. Non-circumvention. For the Term and 1 (one) year thereafter, Carriers shall not without the prior written consent of the Truxx directly or indirectly circumvent or engage in any business relationships that compete with Truxx’s business with any client, customer, partner, contact, entity introduced by the Truxx.
15.4. Each Party acknowledges that the foregoing provisions are fair, reasonable, and necessary to protect the goodwill and interests of Truxx.

16. DISCLAIMER

16.1. Truxx is a Site 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 brokers or shippers related to your freight services.
16.2. We hereby disclaim any responsibility for the content of Carrier’s account or the manner in which the Users choose to utilize the Services for the storage or processing of such Users content. The Users acknowledges and agrees that it assumes sole responsibility for: (a) issuing requisite notices and obtaining consents, as mandated by law, from its Users and any third parties concerning the collection, use, processing, and transfer of User content in connection with the Services; and (b) ensuring strict compliance with all relevant laws across jurisdictions governing User content provided herein. This encompasses, but is not limited to, compliance with international, federal, state, provincial, and local laws, rules, and regulations pertaining to data privacy and security.
16.3. The User affirms and warrants that it has validly executed the Agreement and possesses the legal authority to do so. Unless explicitly provided otherwise herein, the Services and all associated components and information are supplied on an “as is” and “where-is” basis without any warranties of any nature. We explicitly disclaim all warranties, whether express or implied, including but not limited to the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. The User acknowledges that we do not guarantee the uninterrupted, timely, secure, or error-free provision of the Services. IT SHOULD BE NOTED THAT CERTAIN JURISDICTIONS MAY NOT PERMIT THE DISCLAIMER OF SPECIFIC TYPES OF WARRANTIES; THEREFORE, THE AFOREMENTIONED DISCLAIMERS MAY NOT BE APPLICABLE TO ALL USERS. THE AGREEMENT CONFERS SPECIFIC LEGAL RIGHTS, AND THE USERS MAY ALSO POSSESS ADDITIONAL RIGHTS THAT VARY ACCORDING TO JURISDICTION. THE DISCLAIMERS STATED ABOVE WILL NOT BE APPLICABLE TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
16.4. 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 loads on the Site is subject to change without notice. We do not guarantee the continuous availability of loads or the fulfillment of specific load requests.
16.5. We do not warrant or guarantee the compliance of brokers with legal or safety regulations. Carriers are responsible for verifying brokers’ compliance before engaging in any transactions.
16.6. We are not responsible for the content, accuracy, or consequences of communications between brokers and Carriers facilitated through the Site. Brokers are advised to exercise caution and diligence in their communications.
16.7. Load assignments, bookings, or other arrangements made through the Site may be subject to cancellation or modification. We are not liable for any losses or damages resulting from such changes.
16.8. We operate as a neutral intermediary connecting brokers with Carriers and providing Dispatch. We do not provide broker services, and the relationship between brokers and Carriers is independent of our Site.
16.9. We do not endorse or guarantee the performance, reliability, or safety record of any specific broker. Carriers are responsible for conducting their due diligence when selecting brokers.

17. LIMITATIONS OF LIABILITY

1.1. 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.
17.1. In no event shall we be held liable to you or any third party for any lost profits or revenues, or for any indirect, special, incidental, consequential, cover, or punitive damages, regardless of the cause, whether in contract, tort, or under any other theory of liability, and irrespective of whether we have been informed of the possibility of such damages.
17.2. The restrictions outlined in this “Limitations of Liability” section are applicable to all legal theories, whether in contract, tort, or otherwise, and to the maximum extent permissible by law. The stipulations in this “Limitations of Liability” section allocate risks between the parties under the Agreement, and the parties have relied on these limitations in their decision to enter into the Agreement and determine the pricing for the Services.
17.3. It is acknowledged that certain jurisdictions may not allow the exclusion or limitation of specific types of damages, such as incidental or consequential damages, thereby rendering the above limitations inapplicable to some users. The Agreement bestows specific legal rights, and the Users may also possess additional rights that vary based on jurisdiction. The foregoing disclaimers and limitations will not apply to the extent prohibited by applicable law.

18. INDEMNIFICATION

18.1. General. 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 any of your current or former employees or contractors.
18.2. Process. 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.

19. DISPUTE RESOLUTION

19.1. 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.
19.2. 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.
19.3. 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.
19.4. 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.
19.5. 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.
19.6. 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 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.
19.7. 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.

20. MISCELLANEOUS

20.1. No Exclusivity. We are free to offer the Services to other Carriers. Nothing in these Terms shall be interpreted to create any type of exclusivity for your use or access to the Services.
20.2. 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.
20.3. 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.
20.4. Notices. We may provide notices regarding us, our Site, and/or the Services by posting a notice on our Site and such notices will be effective when posted on the Site. We may also provide any notice to you regarding or pursuant to these Terms by emailing a message to the email address associated with your Account. You are solely responsible for ensuring that the email account associated with your Account is accurate and current, and you agree that any notice sent by email to such email address will be effective when sent, whether or not you actually receive the email. To give us a notice regarding these Terms, the Services, or your Account, 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.
20.5. 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”).
20.6. 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.
20.7. 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.
20.8. 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.
20.9. 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.
20.10. 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.
20.11. No Third-Party Beneficiaries. Nothing in these Terms shall be interpreted to create or confer any rights or benefits for any third party.
20.12. 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.
20.13. 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.
20.14. 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.
20.15. Other Agreement. Except with respect to the Carrier Agreement, 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. Any loads booked shall be subject to the Carrier Agreement and any Carrier Load Confirmation.
20.16. Apple Terms. If you are using Apple App Store Application, this Agreement supplements and incorporates (a) the Apple Terms and Conditions (located at www.apple.com/legal/internet-services/itunes/ca/terms.html#apps) including, without limitation, the Licensed Application End User License Agreement provided therein. If any of the provisions of the Apple Terms and Conditions conflict with the terms of this Agreement, the terms of this Agreement will control, solely to the extent such terms apply to the Application and services performed or provided by the Application. For the avoidance of doubt, Apple is not a party to the Agreement and Apple has no obligation to provide support and maintenance to the Application. Without limiting the force of any disclaimers in this Agreement, to the extent that any warranty survives or exists notwithstanding all such disclaimers, and, to the extent the application fails to conform to such warranty, you may notify Apple of such failure and Apple may elect to refund to you any purchase price for the Application (if any) and then, to the maximum extent permitted by applicable law, Apple will have no other warranty obligations with respect to the Application. Apple is not responsible for addressing your claims or those of any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to legal or regulatory requirements; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that your possession and use of the Application infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Application. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
20.17. Google Terms. If you are using Google Play Market application, in addition to this Agreement you shall read and agree to Google Terms (located at https://policies.google.com/terms?hl=en-US). For avoidance of doubt, Google is not party to the Agreement and Google has no obligation to provide support and maintenance to the Application. Without limiting the force of any disclaimers in this Agreement, to the extent that any warranty survives or exists notwithstanding all such disclaimers, and, to the extent the application fails to conform to such surviving warranty, you may notify Google of such failure and Google may elect to refund to you any purchase price for the Application (if any) and then, to the maximum extent permitted by applicable law, Google will have no other warranty obligations with respect to the Application. You and Truxx agree that Google is not responsible for addressing your claims or those of any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to legal or regulatory requirements; or (iii) claims arising under consumer protection or similar legislation. Google is not responsible for the investigation, defense, settlement and discharge of any third party claim that your possession and use of the Application infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Application. Google and Google’s subsidiaries are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.