Terms and Conditions
Overview
Effective 1st July 2026
These TruckAtlas Platform Terms and Conditions of Use (this “Agreement”) are entered into by and between the Platform User (as defined herein) and TruckWise, LLC, a Georgia limited liability company (“TruckAtlas”).
This Agreement sets forth the terms and conditions under which the Platform User and the Platform User’s End Users (as defined herein) may utilize TruckAtlas’ logistics, shipping, and transport platform, including the website (available at www.truckatlas.com) and mobile application (available in the iOS or the Android app stores) (collectively, the “Platform”).
BY REGISTERING AND OPENING AN ACCOUNT ON THE PLATFORM, A PLATFORM USER (OR BY ACCEPTING A LOAD TENDER FROM A PLATFORM USER, A NON-REGISTERED USER (AS DEFINED BELOW)), AGREES TO BE BOUND BY THIS AGREEMENT. IF THE PLATFORM USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN THE PLATFORM USER MAY NOT ACCESS OR USE THE PLATFORM, OR IF THE NON-REGISTERED USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN THE NON-REGISTERED USER MAY NOT ACCEPT ANY LOAD TENDER FROM A PLATFORM USER.
The Platform User’s use of the Platform is subject to this Agreement. This Agreement may be amended, modified, or updated by TruckAtlas from time to time, effective upon the posting of an updated version of this Agreement on the Platform. TruckAtlas will provide the Platform User notice of any such amendments, modifications, or updates through email to the email address that TruckAtlas has on file, through the Platform to the Platform User’s account, or by updating the date at the top of these TruckAtlas Platform Terms and Conditions of Use. The Platform User is responsible for updating its contact information through the Platform and regularly reviewing the Platform and this Agreement for updates and information from TruckAtlas. Continued use of the Platform after any such amendments, modifications, or updates shall constitute the Platform User’s consent to such changes. Please review this Agreement periodically for any changes.
1. DEFINITIONS.
Capitalized terms used herein shall have the meaning ascribed to them below or as otherwise set forth in this Agreement.
1.1 “Accessorial Fees” means additional charges or deductions, other than base transportation rates, that are configured by a Shipper/Broker Platform User on the Platform that are applied to a specific job based on the occurrence of designated events associated with Motor Carrier Services.
1.2 “Broker” means a Platform User who is the broker, freight forwarder, consignor, or consignee of a shipment having a present or future interest in the shipment, and who is seeking Motor-Carrier services through the Platform on behalf of a Shipper.
1.3 "End User" means any Motor Carrier End User or any Shipper/Broker End User.
1.4 "Job Request" means a request for Motor-Carrier services posted on the Platform by a Shipper/Broker Platform User, or a Shipper/Broker End User on behalf of a Shipper/Broker Platform User.
1.5 "Motor Carrier Driver" means any employee, contractor, owner-operator under contract with a Motor Carrier Platform User, employees of such owner-operator, or any other service providers of the Motor Carrier Platform User assigned to operate motor vehicles providing transportation on behalf of the Motor Carrier Platform User.
1.6 "Motor Carrier End User" means any employee, contractor, or other service provider using the Platform on behalf of any Motor Carrier Platform User, including, but not limited to, any Motor Carrier Driver.
1.7 "Motor Carrier Platform User" means a Platform User who is a motor carrier or trucking company, including, but not limited to, a motor carrier as defined by 49 USC §13102(14) with authority issued by the federal and/or applicable state governments or a motor carrier with authority issued by any other applicable governmental authority, or a company exempt from regulatory requirements.
1.7 “Non-Registered User” means a person who, or entity that, is not subscribed, or otherwise registered, to use the Platform.
1.8 "Personal Data" means any information that can reasonably relate to an identified or identifiable natural person (which may include certain Platform Data, or that may otherwise be considered "personal data", "personal information" or equivalent terms under applicable law).
1.9 "Platform Data" means any information entered into or posted onto the Platform by a Platform User or End User or otherwise provided to TruckAtlas through the Platform, including, but not limited to, the information described in subclauses (a), (b), and (c) in Section 3.1 below.
1.10 "Platform Data Reports" means Platform activity reports including Platform Data.
1.11 “Platform User” means Motor Carrier Platform Users and Shipper/Broker Platform Users.
1.12 “Shipper” means a Platform User who is the shipper of a shipment having a present or future interest in the shipment and who is seeking Motor-Carrier services through the Platform either indirectly through a Broker or directly with a Motor Carrier Platform User.
1.13 "Shipper/Broker End User" means any employee, contractor, or other service provider using the Platform on behalf of such Shipper/Broker Platform User.
1.14 "Shipper/Broker Platform User" means a Platform User who is the Shipper or Broker.
2. The Platform.
2.1 Access to the Platform.
TruckAtlas will establish a corporate account that will enable the Platform User and its End Users to access the Platform and to use the Platform’s features that may be offered there from time to time.
The Platform User agrees to pay all applicable Fees (as defined in Section 5.1 below) incurred by Platform User or any of its End Users. The Platform is not intended for use by individuals under the age of eighteen (18). If a Platform User or any End User is an individual under eighteen (18) years of age, then such Platform User or End User is prohibited from using the Platform.
If a Platform User or End User is an individual under twenty-one (21) years of age, then such Platform User or End User may only use the Platform to fulfill Job Requests that do not require a Commercial Driver's License.
TruckAtlas reserves the right, in its sole discretion, to terminate any Platform User's account and/or any or all of its End Users' accounts; revoke any Platform Users and/or any or all of its End Users' access to the Platform; or remove or edit any Platform Data or other content.
2.2 License.
Subject to the Platform User's and its End Users' compliance with the terms of this Agreement, TruckAtlas grants the Platform User a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform. The Platform User acknowledges and agrees that the Platform is provided under license, and not sold, to the Platform User. The Platform User does not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. TruckAtlas and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to the Platform User in this Agreement.
2.3 Restrictions on Access to and Use of Platform.
The Platform User agrees to use, and to cause all of its End Users to access and to use the Platform as set forth in this Agreement. TruckAtlas reserves the right to suspend or terminate use of the Platform by any Platform User or any or all of its End Users for violations, or suspected violations, of this Agreement. No Platform User shall, or authorize others to: (a) remove any copyright, trademark or other proprietary notices from any portion of the Platform; (b) reproduce and/or otherwise use the Platform or any of the Platform content (the "Content") for the purpose of developing, training, testing, or improving artificial intelligence or machine learning algorithms or models, or any form of automated decision-making systems; (c) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit any portion of any of the Platform's components (including software or code), the Content for any purpose (including, but not limited to, for purposes of competing with the Platform) except as expressly permitted by TruckAtlas in writing; (d) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Platform or any other TruckAtlas technology, except to the extent allowed by applicable law; (e) link to, mirror or frame any portion of the Platform; (f) cause or launch any programs or scripts for the purpose of harvesting, scraping, indexing, surveying, downloading or otherwise data mining or extracting any portion of the Platform, the Content, or metadata, or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform; (g) attempt to gain unauthorized access to or impair any aspect of the Platform; (h) attempt to probe, scan, or test the vulnerability of the Platform or any related system or network or breach any privacy, security or authentication measures.
2.4 Platform Features.
(a) General Features. The Platform enables Platform Users and their End Users to utilize a set of integrated features designed to facilitate the creation, management, and execution of Job Requests and related logistics operations. The Platform allows Platform Users and End Users to: (i) create, post, view, respond to, and manage Job Requests through load board functionality, including the ability for Shipper/Broker Platform Users and Shipper/Broker End Users to make Job Requests available on a public or private basis and for Motor Carrier Platform Users and Motor Carrier End Users to respond to such Job Requests; (ii) input, access, and manage Platform Data relating to Job Requests, shipments, and Motor Carrier Services, including shipment details, routing information, equipment information, and related operational data; (iii) coordinate and communicate with other Platform Users and End Users in connection with Job Requests and Motor Carrier Services, including through notifications, directories, and other communication tools made available on the Platform; (iv) monitor and track the status of Job Requests and Motor Carrier Services, including through real‑time or near real‑time location tracking, status updates, and workflow visibility tools; (v) configure and manage internal operations, including the organization of End Users, employees, contractors, business locations, and related operational structures of a Platform User; (vi) generate, upload, store, and access transportation‑related documentation and Platform Data, including records relating to Job Requests, Motor Carrier Services, and related activities, and to prepare Platform Data Reports; and (vii) access and use mobile application functionality to support Job Request execution, including routing, communication, electronic document capture, and access to historical Job Requests and related Platform Data.
The foregoing features are provided as part of the Platform solely to facilitate coordination, information exchange, and operational management among Platform Users and End Users in connection with Job Requests and Motor Carrier Services.
(b) Respond to a Job Request. Upon posting a Job Request, Shipper/Broker Platform Users may begin to receive applications from Motor Carrier Platform Users with quotes for pricing and other terms in response to such Job Request. The Platform allows the Shipper/Broker Platform User to counter the quote for pricing and receive a counteroffer from the Motor Carrier Platform User two times. In the event of a second counteroffer, the Motor Carrier Platform User must accept or reject such second counteroffer.
(c) Payments between Platform Users.
(i) Payments for Jobs. At this time, the Platform does not accept, hold, move, transfer, or otherwise facilitate the payment of any funds between Platform Users.
(ii) Accessorial Fees. The Platform allows Shipper/Broker Platform Users to establish certain Accessorial Fees for Job Requests. Shippers may award Job Requests to Motor Carrier Platform Users or to Brokers. If a Broker is awarded an original Job Request, the Broker is bound by the Accessorial Fee values set by the Shipper; however, the Broker may modify the Accessorial Fee values applicable to the Motor Carrier Platform User to whom the Broker awards the re-posted Job Request. If a Motor Carrier Platform User is awarded the original Job Request, then the Motor Carrier Platform User is bound by the Accessorial Fee values set by the Shipper.
Accessorial Fees are categorized as either “Minor Dispute Accessorials” or “Major Dispute Accessorials.” Minor Dispute Accessorials may be configured on the Platform to either reduce Motor Carrier User payments (to include fees for late delivery, late arrival, and redelivery) or increase them (including fees for loading detention, unloading detention, layovers, Truck Order Not Used, redelivery, additional mileage, additional weight, driver assistance, lumper services, overweight fees, packaging, reconsignment, pallets, port fees, rework, scale tickets, stop charges, storage, and transloading). Such Minor Dispute Accessorial Fees may be calculated on a per-mile, per-hour, per-day, per-stop, per-pallet, per-item, flat-fee, or other basis specified in the Platform, and certain Accessorial Fees may be designated as ‘to be determined’ pending verification or completion of the applicable Job. The Platform facilitates the resolution of Disputes (as defined herein) associated with Minor Dispute Accessorials. However, final payment amounts associated with Minor Dispute Accessorials must be made by the affected Platform Users outside of the Platform.
Accessorial Fees designated as Major Dispute Accessorials include but are not limited to OS&D (overages, shortages, and damages), trailer repair, and other major loss events. While Major Dispute Accessorial values may be entered through the Platform during the dispute process described in Section 2.4(c)(iii) below, all Disputes and final payment amounts associated with Major Dispute Accessorials must be both resolved and paid by the affected Platform Users outside of the Platform.
Regardless of the type of Accessorial Fees, TruckAtlas does not: (a) set, recommend, validate, or enforce any Accessorial Fees; (b) act as a broker, freight forwarder, carrier, or agent of any Platform User with respect to any Accessorial Fees or otherwise; or (c) have any responsibility for the calculation, applicability, reasonableness, legality, or collectability of any Accessorial Fees. TruckAtlas makes no representations or warranties regarding the enforceability of any Accessorial Fees and disclaims all liability arising out of or relating to the use, application, or non‑application of Accessorial Fees within the Platform. Platform Users are solely responsible for ensuring that any Accessorial Fees comply with applicable laws, regulations, and contractual obligations.
(iii) Payment Disputes. The Platform provides a digital dispute resolution process that enables Platform Users to agree upon the final payment amount of a completed Job Request through the application of Accessorial Fees. TruckAtlas does not hold, move, transfer, or otherwise facilitate the payment of any funds through the Platform. All amounts owed between Platform Users in connection with a Job Request, including any amounts agreed upon or auto-finalized through the dispute process, must be collected and remitted by the applicable Platform Users outside of the Platform.
(A) Definition of a Dispute. A “Dispute” is a claim made by a Platform User that an event has occurred during the performance of a Job Request that warrants an upward or downward adjustment to the final payment amount through the application of one or more Accessorial Fees.
(B) Rounds of Negotiation and Auto-Finalization. A Dispute must be initiated by a Platform User no later than three business days following confirmation of final delivery of the Job Request. After such three-business day period, no Dispute may be opened and the final payment amount determined by the Platform will be the amount set forth in the Job Request. If a Dispute with respect to Minor Dispute Accessorials is initiated within such three business-day period, each side is permitted up to two rounds of negotiation. If the Platform Users do not settle the Dispute: (1) after the two rounds of negotiation, or (2) within the three business-day window, the final payment amount for the Job Request will be automatically determined by the Platform based on the last payment amount offered by (x) the Shipper with respect to a Dispute between a Shipper and a Motor Carrier Platform User or between a Shipper and a Broker or (y) by the Broker with respect to a Dispute between a Broker and a Motor Carrier Platform User.
(C) Major Dispute Accessorials Finalized Outside the Platform. Although Major Dispute Accessorial values may be entered into the Platform and Disputes with respect to Major Dispute Accessorials may be initiated through the Platform, such disputes must be resolved by the affected Platform Users outside of the Platform. Each Platform User acknowledges and agrees that the Platform does not facilitate, mediate, or resolve any Dispute involving Major Dispute Accessorials and TruckAtlas has no responsibility or liability with respect to the facilitation, mediation, or resolution of any such Dispute.
(D) No Reopening of Disputes. Once a Dispute has been resolved or auto-finalized through the Platform as set forth in Section 2.4(iii)(B) above, the Platform does not provide a mechanism for any Platform User to reopen such Dispute.
(E) Relationship to Other Legal Remedies. Use of the dispute process on the Platform does not constitute a waiver by any Platform User of any right to pursue litigation, arbitration, or any other legal remedy against another Platform User with respect to any Dispute. If a Platform User initiates litigation, arbitration, or other legal proceedings against another Platform User in connection with a Job Request, the dispute process on the Platform will nevertheless continue to completion in accordance with this Section 2.4(c)(iii). ALL PLATFORM USERS EXPRESSLY ACKNOWLEDGE THAT: (1) INFORMATION PROVIDED THROUGH THE DISPUTE PROCESS FACILITATED BY THE PLATFORM MAY BE EVIDENCE IN ANY SUBSEQUENT LITIGATION, ARBITRATION, OR OTHER LEGAL PROCEEDING, AND (2) TRUCKATLAS IS NOT LIABLE TO ANY PLATFORM USER FOR ANY DAMAGES ARISING OUT OF ANY LITIGATION, ARBITRATION, OR OTHER LEGAL PROCEEDING BETWEEN ANY PLATFORM USERS IN THE EVENT THAT THE RESOLUTION DETERMINED BY THE PLATFORM IN ACCORDANCE WITH THE PARAMETERS SET FORTH IN SECTION 2.4(III)(B) ABOVE DIFFERS FROM ANY JUDGMENTS OR FINDINGS OF ANY SUCH LITIGATION, ARBITRATION, OR OTHER LEGAL PROCEEDING.
(d) Posting a Load Tender. In addition to other Job Request posting types described in this Agreement, the Platform allows Shipper/Broker Platform Users to post a Job Request as a “Load Tender.” A Load Tender is a Job Request that may be offered by such Shipper/Broker Platform User to a Non-Registered User. A Non-Registered User may be a Broker, Motor Carrier, or driver of a Motor Carrier. Such Non-Registered Users must be listed in a Shipper/Broker Platform User’s contact directory on the Platform in order to receive, accept, and fulfill a Load Tender.
(i) Distribution of Load Tenders. Upon creating a Load Tender, the posting Shipper/Broker Platform User may offer the Load Tender to one or more of its Non-Registered Users. The Load Tender is transmitted to such Non-Registered Users by text message containing a web link with the details of the Load Tender. THE SHIPPER/BROKER PLATFORM USER IS SOLELY RESPONSIBLE FOR SOLICITING AND RECEIVING SUCH NON-REGISTERED USER’S CONSENT TO USE ANY PERSONAL DATA OF SUCH NON-REGISTERED USER AND TO RECEIVE SMS TEXT MESSAGES FROM THE PLATFORM.
(ii) Acceptance of Load Tenders. Each Non-Registered User who receives a Load Tender may accept or decline the Load Tender through the web link. The first Non-Registered User to accept the Load Tender is awarded the Job Request. Upon acceptance, the web link is updated to include additional Job Request details, including the bill of lading and the rate confirmation.
(iii) Sharing with a Driver. The Non-Registered User who is awarded a Load Tender may share the Job Request with a Motor Carrier Driver through a function within the web link, even if such driver is also a Non-Registered User. In this case, the Motor Carrier Driver may use the web link to navigate to the locations specified in the Load Tender, sign the bill of lading, and upload proof of delivery documents and photographs.
(iv) Invoicing. Upon completion of the Job Request, the Non-Registered User awarded the Load Tender may upload an invoice and additional proof of delivery documentation through a function within the original web link.
(v) No Validation of Non-Registered Users. TruckAtlas does not screen, verify, or otherwise vet, any Non-Registered User to whom a Shipper/Broker Platform User sends a Load Tender or who receives, accepts, or fulfills such Load Tender. SHIPPER/BROKER PLATFORM USER SENDING A LOAD TENDER TO A NON-REGISTERED USER DOES SO AT ITS OWN RISK AND TRUCKATLAS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE IDENTITY, AUTHORITY, QUALIFICATIONS, INSURANCE COVERAGE, CREDITWORTHINESS, SAFETY, OR FITNESS OF ANY NON-REGISTERED USER. TRUCKATLAS IS NOT LIABLE FOR ANY DAMAGES, LOSSES, CLAIMS, OR OTHER LIABILITIES SUFFERED BY ANY PLATFORM USER OR NON-REGISTERED USER ARISING OUT OF THE RECEIPT, ACCEPTANCE, OR FULFILLMENT OF A LOAD TENDER, OR THE USE OF THE LOAD TENDER FUNCTIONALITY. SHIPPER/BROKER PLATFORM USERS SHALL FULLY INDEMNIFY TRUCKATLAS AGAINST ANY DAMAGES, LOSSES, CLAIMS, OR OTHER LIABILITIES BROUGHT BY ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO ANY NON-REGISTERED USER) ARISING OUT OF SUCH SHIPPER/BROKER PLATFORM USER’S USE OF THE LOAD TENDER FUNCTIONALITY.
2.5 Updates to the Platform.
TruckAtlas reserves the right to, from time to time in its sole discretion, develop and provide updates to the Platform, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. The Platform User agrees that TruckAtlas has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. The Platform User further agrees that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.
3. ACCOUNTS
3.1 Platform User Account.
To access and use the Platform, Motor Carrier Users and Shipper/Broker Platform Users must register and create an account through the website or the TruckAtlas mobile application. Upon creating a Platform User account, Platform Users can use the features of the Platform to: (a) provide price quotations for and apply to Job Requests (as detailed in Section 2.4 above); (b) view and/or provide detailed shipment and shipment transportation information, which may include, without limitation, (i) Motor Carrier Platform User and/or Motor Carrier Driver names and other identifying information, (ii) Shipper/Broker Platform User and/or Shipper/Broker End User names and other identifying information, (iii) time and date of Job Request, (iv) information about the cargo and shipment, (v) location information of Shipper/Broker Platform Users and/or Shipper/Broker End Users, (vi) information about the equipment being used by Motor Carrier Drivers to provide the transportation services, (vii) shipment pick-up and delivery time and date, (viii) pick-up and delivery address and related facility information, (ix) names of pick-up and delivery facility contact persons and their contact information (which may include phone numbers and email addresses), and (x) trip route, distance, and duration; and (c) establish accessorial fees (as described further in Section 2.4 above); and (d) prepare and review Platform Data Reports. Platform User agrees to use Platform Data and Platform Data Reports solely for legitimate business purposes.
3.2 End User Accounts.
Platform Users may appoint End Users at their discretion. Each Platform User agrees (and agrees to cause its End Users, where applicable) to: (a) maintain all Platform login credentials in confidence; (b) permit only its End Users, and no other persons, to access the Platform; and (c) update all of the Platform User's information and the information of its End Users as necessary to ensure that they are current, accurate, and complete. The Platform User shall limit access to Platform Data only to End Users who have a legitimate business need to access such Platform Data. The Platform User shall be responsible for all activity that occurs under the Platform User's login credentials or under any of its End Users' login credentials.
4. PRIVACY AND DATA SECURITY
4.1 TruckAtlas' Privacy Policy.
Personal Data is subject to TruckAtlas' Privacy Policy, as may be modified or updated by TruckAtlas from time to time, effective upon posting of an updated version of the Privacy Policy located at https://truckatlas.com/privacy-policy. By using the Platform, the Platform User (or, by accepting a Load Tender, a Non-Registered User) hereby consents and agrees to the Privacy Policy. For End Users who use the Platform, any Personal Data collected through the Platform is also governed by the Privacy Policy. Please review the information in the Privacy Policy carefully before using the Platform or accepting a Load Tender.
4.2 Restrictions on Use of Personal Data.
Each Platform User agrees that (a) any Personal Data obtained from the Platform shall be processed by the Platform User solely for legitimate business purposes and retained only so long as necessary, (b) access to Personal Data will be limited to its End Users who have a legitimate business need to access such Personal Data, and (c) neither the Platform User, nor any of such Platform User's End Users, will disclose Personal Data obtained from the Platform to any third party, except as permitted under this Agreement. Platform Data (other than Platform User Content (as defined below)) and any Personal Data obtained from the Platform will at all times remain the property of TruckAtlas. The Platform User shall not rent or sell Personal Data obtained from the Platform for any purpose. The Platform User shall not use Personal Data obtained from the Platform in any way that (i) harms TruckAtlas, or (ii) violates applicable law.
4.3 Security.
The Platform User agrees to implement appropriate legal, technical, and organizational measures to protect Personal Data obtained from the Platform or TruckAtlas against unauthorized or unlawful processing and against loss, destruction, damage, or unauthorized alteration or disclosure, as well as any breach or attempted breach of the Platform User security measures ("Information Security Incident"). The Platform User shall promptly notify TruckAtlas in the event that the Platform User learns or has reason to believe that an Information Security Incident has occurred including at least: (a) the nature of the breach of security measures; (b) the types of potentially compromised Personal Data; (c) the duration and expected consequences of the Information Security Incident; and (d) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, the Platform User will (i) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (ii) provide TruckAtlas with assurances reasonably satisfactory to TruckAtlas that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Incident occurs as a result of an act or omission of the Platform User, and if TruckAtlas determines that notices (whether in TruckAtlas' or the Platform User's name) or other remedial measures are warranted, the Platform User will, at the Platform User's cost and expense, issue such notices and undertake any other remedial actions required by law.
This Agreement sets forth the terms and conditions under which the Platform User and the Platform User’s End Users (as defined herein) may utilize TruckAtlas’ logistics, shipping, and transport platform, including the website (available at www.truckatlas.com) and mobile application (available in the iOS or the Android app stores) (collectively, the “Platform”).
BY REGISTERING AND OPENING AN ACCOUNT ON THE PLATFORM, A PLATFORM USER (OR BY ACCEPTING A LOAD TENDER FROM A PLATFORM USER, A NON-REGISTERED USER (AS DEFINED BELOW)), AGREES TO BE BOUND BY THIS AGREEMENT. IF THE PLATFORM USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN THE PLATFORM USER MAY NOT ACCESS OR USE THE PLATFORM, OR IF THE NON-REGISTERED USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN THE NON-REGISTERED USER MAY NOT ACCEPT ANY LOAD TENDER FROM A PLATFORM USER.
The Platform User’s use of the Platform is subject to this Agreement. This Agreement may be amended, modified, or updated by TruckAtlas from time to time, effective upon the posting of an updated version of this Agreement on the Platform. TruckAtlas will provide the Platform User notice of any such amendments, modifications, or updates through email to the email address that TruckAtlas has on file, through the Platform to the Platform User’s account, or by updating the date at the top of these TruckAtlas Platform Terms and Conditions of Use. The Platform User is responsible for updating its contact information through the Platform and regularly reviewing the Platform and this Agreement for updates and information from TruckAtlas. Continued use of the Platform after any such amendments, modifications, or updates shall constitute the Platform User’s consent to such changes. Please review this Agreement periodically for any changes.
1. DEFINITIONS.
Capitalized terms used herein shall have the meaning ascribed to them below or as otherwise set forth in this Agreement.
1.1 “Accessorial Fees” means additional charges or deductions, other than base transportation rates, that are configured by a Shipper/Broker Platform User on the Platform that are applied to a specific job based on the occurrence of designated events associated with Motor Carrier Services.
1.2 “Broker” means a Platform User who is the broker, freight forwarder, consignor, or consignee of a shipment having a present or future interest in the shipment, and who is seeking Motor-Carrier services through the Platform on behalf of a Shipper.
1.3 "End User" means any Motor Carrier End User or any Shipper/Broker End User.
1.4 "Job Request" means a request for Motor-Carrier services posted on the Platform by a Shipper/Broker Platform User, or a Shipper/Broker End User on behalf of a Shipper/Broker Platform User.
1.5 "Motor Carrier Driver" means any employee, contractor, owner-operator under contract with a Motor Carrier Platform User, employees of such owner-operator, or any other service providers of the Motor Carrier Platform User assigned to operate motor vehicles providing transportation on behalf of the Motor Carrier Platform User.
1.6 "Motor Carrier End User" means any employee, contractor, or other service provider using the Platform on behalf of any Motor Carrier Platform User, including, but not limited to, any Motor Carrier Driver.
1.7 "Motor Carrier Platform User" means a Platform User who is a motor carrier or trucking company, including, but not limited to, a motor carrier as defined by 49 USC §13102(14) with authority issued by the federal and/or applicable state governments or a motor carrier with authority issued by any other applicable governmental authority, or a company exempt from regulatory requirements.
1.7 “Non-Registered User” means a person who, or entity that, is not subscribed, or otherwise registered, to use the Platform.
1.8 "Personal Data" means any information that can reasonably relate to an identified or identifiable natural person (which may include certain Platform Data, or that may otherwise be considered "personal data", "personal information" or equivalent terms under applicable law).
1.9 "Platform Data" means any information entered into or posted onto the Platform by a Platform User or End User or otherwise provided to TruckAtlas through the Platform, including, but not limited to, the information described in subclauses (a), (b), and (c) in Section 3.1 below.
1.10 "Platform Data Reports" means Platform activity reports including Platform Data.
1.11 “Platform User” means Motor Carrier Platform Users and Shipper/Broker Platform Users.
1.12 “Shipper” means a Platform User who is the shipper of a shipment having a present or future interest in the shipment and who is seeking Motor-Carrier services through the Platform either indirectly through a Broker or directly with a Motor Carrier Platform User.
1.13 "Shipper/Broker End User" means any employee, contractor, or other service provider using the Platform on behalf of such Shipper/Broker Platform User.
1.14 "Shipper/Broker Platform User" means a Platform User who is the Shipper or Broker.
2. The Platform.
2.1 Access to the Platform.
TruckAtlas will establish a corporate account that will enable the Platform User and its End Users to access the Platform and to use the Platform’s features that may be offered there from time to time.
The Platform User agrees to pay all applicable Fees (as defined in Section 5.1 below) incurred by Platform User or any of its End Users. The Platform is not intended for use by individuals under the age of eighteen (18). If a Platform User or any End User is an individual under eighteen (18) years of age, then such Platform User or End User is prohibited from using the Platform.
If a Platform User or End User is an individual under twenty-one (21) years of age, then such Platform User or End User may only use the Platform to fulfill Job Requests that do not require a Commercial Driver's License.
TruckAtlas reserves the right, in its sole discretion, to terminate any Platform User's account and/or any or all of its End Users' accounts; revoke any Platform Users and/or any or all of its End Users' access to the Platform; or remove or edit any Platform Data or other content.
2.2 License.
Subject to the Platform User's and its End Users' compliance with the terms of this Agreement, TruckAtlas grants the Platform User a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform. The Platform User acknowledges and agrees that the Platform is provided under license, and not sold, to the Platform User. The Platform User does not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. TruckAtlas and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to the Platform User in this Agreement.
2.3 Restrictions on Access to and Use of Platform.
The Platform User agrees to use, and to cause all of its End Users to access and to use the Platform as set forth in this Agreement. TruckAtlas reserves the right to suspend or terminate use of the Platform by any Platform User or any or all of its End Users for violations, or suspected violations, of this Agreement. No Platform User shall, or authorize others to: (a) remove any copyright, trademark or other proprietary notices from any portion of the Platform; (b) reproduce and/or otherwise use the Platform or any of the Platform content (the "Content") for the purpose of developing, training, testing, or improving artificial intelligence or machine learning algorithms or models, or any form of automated decision-making systems; (c) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit any portion of any of the Platform's components (including software or code), the Content for any purpose (including, but not limited to, for purposes of competing with the Platform) except as expressly permitted by TruckAtlas in writing; (d) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Platform or any other TruckAtlas technology, except to the extent allowed by applicable law; (e) link to, mirror or frame any portion of the Platform; (f) cause or launch any programs or scripts for the purpose of harvesting, scraping, indexing, surveying, downloading or otherwise data mining or extracting any portion of the Platform, the Content, or metadata, or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform; (g) attempt to gain unauthorized access to or impair any aspect of the Platform; (h) attempt to probe, scan, or test the vulnerability of the Platform or any related system or network or breach any privacy, security or authentication measures.
2.4 Platform Features.
(a) General Features. The Platform enables Platform Users and their End Users to utilize a set of integrated features designed to facilitate the creation, management, and execution of Job Requests and related logistics operations. The Platform allows Platform Users and End Users to: (i) create, post, view, respond to, and manage Job Requests through load board functionality, including the ability for Shipper/Broker Platform Users and Shipper/Broker End Users to make Job Requests available on a public or private basis and for Motor Carrier Platform Users and Motor Carrier End Users to respond to such Job Requests; (ii) input, access, and manage Platform Data relating to Job Requests, shipments, and Motor Carrier Services, including shipment details, routing information, equipment information, and related operational data; (iii) coordinate and communicate with other Platform Users and End Users in connection with Job Requests and Motor Carrier Services, including through notifications, directories, and other communication tools made available on the Platform; (iv) monitor and track the status of Job Requests and Motor Carrier Services, including through real‑time or near real‑time location tracking, status updates, and workflow visibility tools; (v) configure and manage internal operations, including the organization of End Users, employees, contractors, business locations, and related operational structures of a Platform User; (vi) generate, upload, store, and access transportation‑related documentation and Platform Data, including records relating to Job Requests, Motor Carrier Services, and related activities, and to prepare Platform Data Reports; and (vii) access and use mobile application functionality to support Job Request execution, including routing, communication, electronic document capture, and access to historical Job Requests and related Platform Data.
The foregoing features are provided as part of the Platform solely to facilitate coordination, information exchange, and operational management among Platform Users and End Users in connection with Job Requests and Motor Carrier Services.
(b) Respond to a Job Request. Upon posting a Job Request, Shipper/Broker Platform Users may begin to receive applications from Motor Carrier Platform Users with quotes for pricing and other terms in response to such Job Request. The Platform allows the Shipper/Broker Platform User to counter the quote for pricing and receive a counteroffer from the Motor Carrier Platform User two times. In the event of a second counteroffer, the Motor Carrier Platform User must accept or reject such second counteroffer.
(c) Payments between Platform Users.
(i) Payments for Jobs. At this time, the Platform does not accept, hold, move, transfer, or otherwise facilitate the payment of any funds between Platform Users.
(ii) Accessorial Fees. The Platform allows Shipper/Broker Platform Users to establish certain Accessorial Fees for Job Requests. Shippers may award Job Requests to Motor Carrier Platform Users or to Brokers. If a Broker is awarded an original Job Request, the Broker is bound by the Accessorial Fee values set by the Shipper; however, the Broker may modify the Accessorial Fee values applicable to the Motor Carrier Platform User to whom the Broker awards the re-posted Job Request. If a Motor Carrier Platform User is awarded the original Job Request, then the Motor Carrier Platform User is bound by the Accessorial Fee values set by the Shipper.
Accessorial Fees are categorized as either “Minor Dispute Accessorials” or “Major Dispute Accessorials.” Minor Dispute Accessorials may be configured on the Platform to either reduce Motor Carrier User payments (to include fees for late delivery, late arrival, and redelivery) or increase them (including fees for loading detention, unloading detention, layovers, Truck Order Not Used, redelivery, additional mileage, additional weight, driver assistance, lumper services, overweight fees, packaging, reconsignment, pallets, port fees, rework, scale tickets, stop charges, storage, and transloading). Such Minor Dispute Accessorial Fees may be calculated on a per-mile, per-hour, per-day, per-stop, per-pallet, per-item, flat-fee, or other basis specified in the Platform, and certain Accessorial Fees may be designated as ‘to be determined’ pending verification or completion of the applicable Job. The Platform facilitates the resolution of Disputes (as defined herein) associated with Minor Dispute Accessorials. However, final payment amounts associated with Minor Dispute Accessorials must be made by the affected Platform Users outside of the Platform.
Accessorial Fees designated as Major Dispute Accessorials include but are not limited to OS&D (overages, shortages, and damages), trailer repair, and other major loss events. While Major Dispute Accessorial values may be entered through the Platform during the dispute process described in Section 2.4(c)(iii) below, all Disputes and final payment amounts associated with Major Dispute Accessorials must be both resolved and paid by the affected Platform Users outside of the Platform.
Regardless of the type of Accessorial Fees, TruckAtlas does not: (a) set, recommend, validate, or enforce any Accessorial Fees; (b) act as a broker, freight forwarder, carrier, or agent of any Platform User with respect to any Accessorial Fees or otherwise; or (c) have any responsibility for the calculation, applicability, reasonableness, legality, or collectability of any Accessorial Fees. TruckAtlas makes no representations or warranties regarding the enforceability of any Accessorial Fees and disclaims all liability arising out of or relating to the use, application, or non‑application of Accessorial Fees within the Platform. Platform Users are solely responsible for ensuring that any Accessorial Fees comply with applicable laws, regulations, and contractual obligations.
(iii) Payment Disputes. The Platform provides a digital dispute resolution process that enables Platform Users to agree upon the final payment amount of a completed Job Request through the application of Accessorial Fees. TruckAtlas does not hold, move, transfer, or otherwise facilitate the payment of any funds through the Platform. All amounts owed between Platform Users in connection with a Job Request, including any amounts agreed upon or auto-finalized through the dispute process, must be collected and remitted by the applicable Platform Users outside of the Platform.
(A) Definition of a Dispute. A “Dispute” is a claim made by a Platform User that an event has occurred during the performance of a Job Request that warrants an upward or downward adjustment to the final payment amount through the application of one or more Accessorial Fees.
(B) Rounds of Negotiation and Auto-Finalization. A Dispute must be initiated by a Platform User no later than three business days following confirmation of final delivery of the Job Request. After such three-business day period, no Dispute may be opened and the final payment amount determined by the Platform will be the amount set forth in the Job Request. If a Dispute with respect to Minor Dispute Accessorials is initiated within such three business-day period, each side is permitted up to two rounds of negotiation. If the Platform Users do not settle the Dispute: (1) after the two rounds of negotiation, or (2) within the three business-day window, the final payment amount for the Job Request will be automatically determined by the Platform based on the last payment amount offered by (x) the Shipper with respect to a Dispute between a Shipper and a Motor Carrier Platform User or between a Shipper and a Broker or (y) by the Broker with respect to a Dispute between a Broker and a Motor Carrier Platform User.
(C) Major Dispute Accessorials Finalized Outside the Platform. Although Major Dispute Accessorial values may be entered into the Platform and Disputes with respect to Major Dispute Accessorials may be initiated through the Platform, such disputes must be resolved by the affected Platform Users outside of the Platform. Each Platform User acknowledges and agrees that the Platform does not facilitate, mediate, or resolve any Dispute involving Major Dispute Accessorials and TruckAtlas has no responsibility or liability with respect to the facilitation, mediation, or resolution of any such Dispute.
(D) No Reopening of Disputes. Once a Dispute has been resolved or auto-finalized through the Platform as set forth in Section 2.4(iii)(B) above, the Platform does not provide a mechanism for any Platform User to reopen such Dispute.
(E) Relationship to Other Legal Remedies. Use of the dispute process on the Platform does not constitute a waiver by any Platform User of any right to pursue litigation, arbitration, or any other legal remedy against another Platform User with respect to any Dispute. If a Platform User initiates litigation, arbitration, or other legal proceedings against another Platform User in connection with a Job Request, the dispute process on the Platform will nevertheless continue to completion in accordance with this Section 2.4(c)(iii). ALL PLATFORM USERS EXPRESSLY ACKNOWLEDGE THAT: (1) INFORMATION PROVIDED THROUGH THE DISPUTE PROCESS FACILITATED BY THE PLATFORM MAY BE EVIDENCE IN ANY SUBSEQUENT LITIGATION, ARBITRATION, OR OTHER LEGAL PROCEEDING, AND (2) TRUCKATLAS IS NOT LIABLE TO ANY PLATFORM USER FOR ANY DAMAGES ARISING OUT OF ANY LITIGATION, ARBITRATION, OR OTHER LEGAL PROCEEDING BETWEEN ANY PLATFORM USERS IN THE EVENT THAT THE RESOLUTION DETERMINED BY THE PLATFORM IN ACCORDANCE WITH THE PARAMETERS SET FORTH IN SECTION 2.4(III)(B) ABOVE DIFFERS FROM ANY JUDGMENTS OR FINDINGS OF ANY SUCH LITIGATION, ARBITRATION, OR OTHER LEGAL PROCEEDING.
(d) Posting a Load Tender. In addition to other Job Request posting types described in this Agreement, the Platform allows Shipper/Broker Platform Users to post a Job Request as a “Load Tender.” A Load Tender is a Job Request that may be offered by such Shipper/Broker Platform User to a Non-Registered User. A Non-Registered User may be a Broker, Motor Carrier, or driver of a Motor Carrier. Such Non-Registered Users must be listed in a Shipper/Broker Platform User’s contact directory on the Platform in order to receive, accept, and fulfill a Load Tender.
(i) Distribution of Load Tenders. Upon creating a Load Tender, the posting Shipper/Broker Platform User may offer the Load Tender to one or more of its Non-Registered Users. The Load Tender is transmitted to such Non-Registered Users by text message containing a web link with the details of the Load Tender. THE SHIPPER/BROKER PLATFORM USER IS SOLELY RESPONSIBLE FOR SOLICITING AND RECEIVING SUCH NON-REGISTERED USER’S CONSENT TO USE ANY PERSONAL DATA OF SUCH NON-REGISTERED USER AND TO RECEIVE SMS TEXT MESSAGES FROM THE PLATFORM.
(ii) Acceptance of Load Tenders. Each Non-Registered User who receives a Load Tender may accept or decline the Load Tender through the web link. The first Non-Registered User to accept the Load Tender is awarded the Job Request. Upon acceptance, the web link is updated to include additional Job Request details, including the bill of lading and the rate confirmation.
(iii) Sharing with a Driver. The Non-Registered User who is awarded a Load Tender may share the Job Request with a Motor Carrier Driver through a function within the web link, even if such driver is also a Non-Registered User. In this case, the Motor Carrier Driver may use the web link to navigate to the locations specified in the Load Tender, sign the bill of lading, and upload proof of delivery documents and photographs.
(iv) Invoicing. Upon completion of the Job Request, the Non-Registered User awarded the Load Tender may upload an invoice and additional proof of delivery documentation through a function within the original web link.
(v) No Validation of Non-Registered Users. TruckAtlas does not screen, verify, or otherwise vet, any Non-Registered User to whom a Shipper/Broker Platform User sends a Load Tender or who receives, accepts, or fulfills such Load Tender. SHIPPER/BROKER PLATFORM USER SENDING A LOAD TENDER TO A NON-REGISTERED USER DOES SO AT ITS OWN RISK AND TRUCKATLAS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE IDENTITY, AUTHORITY, QUALIFICATIONS, INSURANCE COVERAGE, CREDITWORTHINESS, SAFETY, OR FITNESS OF ANY NON-REGISTERED USER. TRUCKATLAS IS NOT LIABLE FOR ANY DAMAGES, LOSSES, CLAIMS, OR OTHER LIABILITIES SUFFERED BY ANY PLATFORM USER OR NON-REGISTERED USER ARISING OUT OF THE RECEIPT, ACCEPTANCE, OR FULFILLMENT OF A LOAD TENDER, OR THE USE OF THE LOAD TENDER FUNCTIONALITY. SHIPPER/BROKER PLATFORM USERS SHALL FULLY INDEMNIFY TRUCKATLAS AGAINST ANY DAMAGES, LOSSES, CLAIMS, OR OTHER LIABILITIES BROUGHT BY ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO ANY NON-REGISTERED USER) ARISING OUT OF SUCH SHIPPER/BROKER PLATFORM USER’S USE OF THE LOAD TENDER FUNCTIONALITY.
2.5 Updates to the Platform.
TruckAtlas reserves the right to, from time to time in its sole discretion, develop and provide updates to the Platform, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. The Platform User agrees that TruckAtlas has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. The Platform User further agrees that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.
3. ACCOUNTS
3.1 Platform User Account.
To access and use the Platform, Motor Carrier Users and Shipper/Broker Platform Users must register and create an account through the website or the TruckAtlas mobile application. Upon creating a Platform User account, Platform Users can use the features of the Platform to: (a) provide price quotations for and apply to Job Requests (as detailed in Section 2.4 above); (b) view and/or provide detailed shipment and shipment transportation information, which may include, without limitation, (i) Motor Carrier Platform User and/or Motor Carrier Driver names and other identifying information, (ii) Shipper/Broker Platform User and/or Shipper/Broker End User names and other identifying information, (iii) time and date of Job Request, (iv) information about the cargo and shipment, (v) location information of Shipper/Broker Platform Users and/or Shipper/Broker End Users, (vi) information about the equipment being used by Motor Carrier Drivers to provide the transportation services, (vii) shipment pick-up and delivery time and date, (viii) pick-up and delivery address and related facility information, (ix) names of pick-up and delivery facility contact persons and their contact information (which may include phone numbers and email addresses), and (x) trip route, distance, and duration; and (c) establish accessorial fees (as described further in Section 2.4 above); and (d) prepare and review Platform Data Reports. Platform User agrees to use Platform Data and Platform Data Reports solely for legitimate business purposes.
3.2 End User Accounts.
Platform Users may appoint End Users at their discretion. Each Platform User agrees (and agrees to cause its End Users, where applicable) to: (a) maintain all Platform login credentials in confidence; (b) permit only its End Users, and no other persons, to access the Platform; and (c) update all of the Platform User's information and the information of its End Users as necessary to ensure that they are current, accurate, and complete. The Platform User shall limit access to Platform Data only to End Users who have a legitimate business need to access such Platform Data. The Platform User shall be responsible for all activity that occurs under the Platform User's login credentials or under any of its End Users' login credentials.
4. PRIVACY AND DATA SECURITY
4.1 TruckAtlas' Privacy Policy.
Personal Data is subject to TruckAtlas' Privacy Policy, as may be modified or updated by TruckAtlas from time to time, effective upon posting of an updated version of the Privacy Policy located at https://truckatlas.com/privacy-policy. By using the Platform, the Platform User (or, by accepting a Load Tender, a Non-Registered User) hereby consents and agrees to the Privacy Policy. For End Users who use the Platform, any Personal Data collected through the Platform is also governed by the Privacy Policy. Please review the information in the Privacy Policy carefully before using the Platform or accepting a Load Tender.
4.2 Restrictions on Use of Personal Data.
Each Platform User agrees that (a) any Personal Data obtained from the Platform shall be processed by the Platform User solely for legitimate business purposes and retained only so long as necessary, (b) access to Personal Data will be limited to its End Users who have a legitimate business need to access such Personal Data, and (c) neither the Platform User, nor any of such Platform User's End Users, will disclose Personal Data obtained from the Platform to any third party, except as permitted under this Agreement. Platform Data (other than Platform User Content (as defined below)) and any Personal Data obtained from the Platform will at all times remain the property of TruckAtlas. The Platform User shall not rent or sell Personal Data obtained from the Platform for any purpose. The Platform User shall not use Personal Data obtained from the Platform in any way that (i) harms TruckAtlas, or (ii) violates applicable law.
4.3 Security.
The Platform User agrees to implement appropriate legal, technical, and organizational measures to protect Personal Data obtained from the Platform or TruckAtlas against unauthorized or unlawful processing and against loss, destruction, damage, or unauthorized alteration or disclosure, as well as any breach or attempted breach of the Platform User security measures ("Information Security Incident"). The Platform User shall promptly notify TruckAtlas in the event that the Platform User learns or has reason to believe that an Information Security Incident has occurred including at least: (a) the nature of the breach of security measures; (b) the types of potentially compromised Personal Data; (c) the duration and expected consequences of the Information Security Incident; and (d) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, the Platform User will (i) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (ii) provide TruckAtlas with assurances reasonably satisfactory to TruckAtlas that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Incident occurs as a result of an act or omission of the Platform User, and if TruckAtlas determines that notices (whether in TruckAtlas' or the Platform User's name) or other remedial measures are warranted, the Platform User will, at the Platform User's cost and expense, issue such notices and undertake any other remedial actions required by law.
5. FEES AND PAYMENTS
5.1 Fees.
In consideration of Platform User's access to and use of the Platform, the Platform User shall pay to TruckAtlas the monthly subscription fee and all applicable charges (collectively, the "Fees") without offset on the terms set forth below or as otherwise communicated to the Platform User through the Platform. Fees will be paid by credit card or ACH.
5.2 Nonpayment.
In addition to TruckAtlas' suspension and termination rights in Section 2.3, TruckAtlas further reserves the right to pursue any and all remedies available to it under applicable law, including reporting the Platform User to applicable credit reporting agencies, in the event of any unpaid Fees hereunder. All late payments shall bear interest at 12% per annum or the maximum allowed by applicable law, if less than 12%. The Platform User will be liable for any expenses TruckAtlas incurs in collecting past due payments.
6. TERM AND TERMINATION
6.1 Term.
This Agreement shall commence upon the earliest of the Platform User's initial use of the Platform or acceptance of this Agreement and shall remain in effect until terminated as set forth herein (the "Term").
6.2 Termination; Effect of Termination
Either party may terminate this Agreement with or without cause at any time; provided that, this Agreement will remain effective and binding on the Platform User for so long as the Platform User accesses or uses the Platform. Following termination of this Agreement, the terms of this Agreement will remain binding on the parties with respect to such access or use, and with respect to other matters that occurred prior to termination. Upon termination: (a) all rights granted to the Platform User under this Agreement, including the license, will terminate; and (b) the Platform User and each of its End Users must cease all use of the Platform and delete all copies of the Platform from Platform User's and its End Users' mobile devices.
7. TRANSPORTATION
7.1 Scope.
TRUCKATLAS IS NOT A MOTOR CARRIER (AS SUCH TERM IS DEFINED UNDER ANY RELEVANT LAW, INCLUDING BUT NOT LIMITED TO 49 USC §13102(14)) OR BROKER (AS SUCH TERM IS DEFINED UNDER ANY RELEVANT LAW, INCLUDING BUT NOT LIMITED TO 49 USC §13102(2)). NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY THAT TRUCKATLAS IS A MOTOR CARRIER (AS SUCH TERM IS DEFINED UNDER ANY RELEVANT LAW, INCLUDING BUT NOT LIMITED TO 49 USC §13102(14)) OR BROKER (AS SUCH TERM IS DEFINED UNDER ANY RELEVANT LAW, INCLUDING BUT NOT LIMITED TO 49 USC §13102(2)). TRUCKATLAS IS A PROVIDER OF TECHNOLOGY SERVICES ONLY PURSUANT TO WHICH SHIPPERS SEEKING MOTOR CARRIER SERVICES CAN CONNECT WITH MOTOR CARRIERS THAT PROVIDE THOSE SERVICES. TRUCKATLAS DOES NOT PERFORM TRANSPORTATION OF FREIGHT OR ARRANGE FOR TRANSPORTATION OF FREIGHT. THE TERMS AND CONDITIONS APPLICABLE TO THE MOTOR CARRIER SERVICES AND THE TRANSPORTATION OF THE FREIGHT ARE GOVERNED SOLELY BY THE AGREEMENT BETWEEN THE SHIPPER/BROKER PLATFORM USER AND THE MOTOR CARRIER PLATFORM USER, INCLUDING, BUT NOT LIMITED TO DISPUTES OVER SUCH SERVICES. FOR PURPOSES OF CLARIFICATION, TRUCKATLAS IS NOT LIABLE FOR ANY FAILURE OF A MOTOR CARRIER PLATFORM USER TO PROVIDE MOTOR CARRIER SERVICES AGREED TO BETWEEN SUCH MOTOR CARRIER PLATFORM USER AND ANY SHIPPER/BROKER PLATFORM USER, OR FOR ANY FAILURE OF A SHIPPER/BROKER PLATFORM USER TO PAY FOR SUCH MOTOR CARRIER PLATFORM USER'S SERVICES.
7.2 Obligations and Responsibilities of the Motor Carrier Platform User and Motor Carrier's Driver.
(a) Route Directions. The Motor Carrier Platform User and each of the Motor Carrier's Drivers are responsible for determining the appropriate route for transportation with respect to any Job Request. Each Motor Carrier Platform User and each Motor Carrier Driver expressly acknowledge and agree that: (i) the Platform provides route directions through the use of third-party service providers such as Google Maps (as described in Section 8.5 below), (ii) the third-party service providers use an approximate location of the Motor Carrier Driver based upon the mobile device location of such Motor Carrier Driver to generate such route directions, (iii) any location information used to provide navigational information through the Platform, in addition to being dependent upon third-party service providers such as Google Maps, is also dependent upon the availability and capabilities of Motor Carrier Platform User's and/or Motor Carrier's Drivers' mobile device network service provider, and that as a result, may not be accurate, timely, or reliable, (iv) any route directions that TruckAtlas offers to the Motor Carrier Platform User or any of the Motor Carrier's Drivers through the Platform are offered for the convenience of the Motor Carrier Driver only and no Motor Carrier Platform User nor any of its Motor Carrier Drivers have any obligation to follow such route directions. TruckAtlas does not make any representations or warranties regarding such route directions, including, but not limited to, any representation or warranty that such route directions represent legally designated truck routes, are current, or are otherwise accurate. The Motor Carrier Platform User and each of the Motor Carrier's Drivers assume all risk and responsibility for using the Platform and any route directions offered through the Platform.
(b) Compliance with Laws. Each Motor Carrier Platform User and each of its Motor Carrier End Users shall comply with all applicable laws, including but not limited to, with respect to Motor Carrier Drivers, laws prohibiting the use of handheld devices while driving, while using the Platform.
(c) Payments to Motor Carriers' Drivers. The Motor Carrier Platform User is solely responsible for the payment of all fees, charges, employee benefits, or any other compensation due to such Motor Carrier's Drivers. TruckAtlas is not responsible in any way for payment of fees, charges, employee benefits, or any other compensation due to any Motor Carrier's Driver.
(d) Accepting Jobs from Shipper/Broker Platform Users. TruckAtlas does not screen, vet, verify, or make any representations or warranties with regard to the identity or creditworthiness of any Shipper/Broker Platform User. The Motor Carrier Platform User is solely responsible for screening, vetting, or verifying the identity and creditworthiness of any Shipper/Broker Platform User. TruckAtlas is not liable for any damages or losses suffered by the Motor Carrier Platform User or Motor Carrier Driver arising from the actions or inactions of the Shipper/Broker Platform User or the Shipper/Broker End User.
(e) Insurance. Motor carriers are responsible for maintaining the levels of insurance required by applicable federal and state law. Each Motor Carrier Platform User agrees to maintain such necessary levels of insurance.
(f) Motor Carrier Authority. Motor carriers are responsible for maintaining active authority with the Federal Motor Carrier Safety Administration ("FMCSA"). Each Motor Carrier Platform User agrees to maintain such active authority with the FMCSA.
7.3 Obligations and Responsibilities of the Shipper.
(a) Compliance with Laws. Each Shipper/Broker Platform User and each Shipper/Broker End User shall comply with all applicable laws while using the Platform.
(b) Payments to Motor Carriers. Each Shipper/Broker Platform User is solely responsible for the payment of all fees and charges due to any Motor Carrier Platform User from whom Shipper/Broker Platform User accepts motor carrier services through the Platform. TruckAtlas is not responsible in any way for payment of fees or charges due to any Motor Carrier Platform User.
(c) Accepting Motor Carrier Services. TruckAtlas does not screen, vet, verify, or make any representations or warranties with regard to any Motor Carrier Platform User or Motor Carrier Driver, including, but not limited to: (i) the identity, nature, quality, authority, timeliness, safety, qualifications, accident history, suitability or fitness; (ii) driving record or accident history; (iii) insurance coverage or certificates of insurance of any Motor Carrier Platform User or Motor Carrier Driver. The Shipper/Broker Platform User is solely responsible for independently screening, vetting, or verifying the identity, driving record, accident history, insurance coverage, or other information regarding any Motor Carrier Platform User or any of its Motor Carrier Drivers. TruckAtlas is not liable for any damages suffered by Shipper/Broker Platform User or any Shipper/Broker End User arising from the actions or inaction of any Motor Carrier Platform User or Motor Carrier Driver.
7.4 Fees for Motor Carrier Services.
TruckAtlas does not negotiate or agree to rates or terms for transportation of freight. Each Shipper/Broker Platform User and Motor Carrier Platform User are solely responsible for negotiating rates and terms for the transportation of freight. TruckAtlas may publish, share, and advertise rates offered by Shipper/Broker Platform Users within the Platform, however, TruckAtlas does not guarantee certain payment rates for jobs submitted by Shipper/Broker Platform Users to the Platform.
8. WARRANTY AND DISCLAIMER OF LIABILITY
8.1 Mutual Warranties.
Each party represents and warrants that: (a) such party has the full right, power and authority to enter into this Agreement; and (b) such party's acceptance of this Agreement, as well as such party's performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party.
8.2 Platform User Warranties.
The Platform User represents and warrants that: (a) the Platform User has all rights and permissions necessary to provide TruckAtlas with any information provided to TruckAtlas hereunder in connection with Platform User's and End Users access to and use of the Platform; (b) the Platform User is in compliance, and shall remain in compliance during the term of this Agreement, with all applicable local, city, municipal, provincial, state, federal, national, and international laws, rules and regulations; and (c) the Platform User is a legitimate Shipper/Broker Platform User, Shipper/Broker End User, Motor Carrier Platform User, or Motor Carrier End User.
8.3 Disclaimer of Warranties.
THE PLATFORM IS PROVIDED TO PLATFORM USER AND SUCH PLATFORM USER’S END USERS "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TRUCKATLAS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TRUCKATLAS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET PLATFORM USER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. TRUCKATLAS DOES NOT GUARANTEE THE STORAGE, BACK UP, OR AVAILABILITY OF ANY DATA PROVIDED BY ANY PLATFORM USER, OR ANY OF ITS END USERS, CREATED IN OR PROVIDED TO THE PLATFORM. THE PLATFORM IS USED BY PLATFORM USER AT PLATFORM USER'S OWN RISK.
8.4 Third-Party Materials.
The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). The Platform User acknowledges and agrees that TruckAtlas is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. TruckAtlas does not assume and will not have any liability or responsibility to the Platform User or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to the Platform User, and the Platform User accesses and uses them entirely at the Platform User's own risk and subject to such third parties' terms and conditions.
8.5 Third-Party Services.
To use the Platform, certain third-party services may be required. Such Third-Party Services may include:
(a) Mobile Network Provider Services. Platform Users are responsible for obtaining the data network access necessary for it and its End Users to access the Platform on such Platform User's or End User's device. The data and messaging rates and fees of such Platform User's and its End Users' mobile network may apply if the Platform User or its End Users access or use the Platform from their respective mobile devices. The Platform User and/or its End Users are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and any updates thereto. TruckAtlas does not guarantee that the Platform, or any portion thereof, will function on any particular hardware or device. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. TruckAtlas is not responsible for any property damage, personal injury, death, or other losses arising out of any resulting delays or delivery failures.
(b) Navigation Services.
(i) Acceptable Use Policy of Google, Inc. ("Google") located at: https://www.google.com/enterprise/earthmaps/legal/us/maps_AUP.html, Google's Map Terms, located at http://maps.google.com/help/terms_maps.html, and the additional restrictions set forth in Google's Legal Notices page, located at http://www.google.com/intl/en-us/help/legalnotices_maps.html, or such other URLs as Google may designate from time to time in each case.
(ii) Apple Maps Terms of Use located at: https://www.apple.com/legal/internet-services/maps/terms-en.html#:~:text=YOU%20EXPRESSLY%20ACKNOWLEDGE%20AND%20AGREE.OR%20STATUTORY%2C%201G%2C%20BUT%20NOT.
(iii) Waze Terms of Use located at: https://support.google.com/waze/answer/12373727?sjid=9344748658527835007-NA.
Motor Carrier's, or any Motor Carrier User's, failure to comply with the aforementioned Third-Party Terms may result in suspension or termination, or both of Motor Carrier's, or such Motor Carrier's User's, right to use and access the Platform and/or TruckAtlas' Services.
9. INDEMNIFICATION; LIMITATIONS
9.1 Indemnification.
The Platform User agrees to indemnify, defend, and hold harmless TruckAtlas and its officers, directors, investors, shareholders or other equity holders, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to any Platform User's, or any of its End Users, use or misuse of the Platform or the Platform User's, or any of its End Users, breach of this Agreement.
9.2 LIMITATIONS OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRUCKATLAS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THE PLATFORM USER'S OR ITS END USERS' USE OF OR INABILITY TO USE THE PLATFORM: (a) FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, INCLUDING CARGO DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, (b) LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR (c) IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY THE PLATFORM USER FOR THE ACCESS TO AND USE OF THE PLATFORM. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE PLATFORM USER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO THE PLATFORM USER.
9.3 PLATFORM USER TIME LIMITATION TO BRING ACTION.
REGARDLESS OF ANY OTHER STATUTE OF LIMITATIONS PROVIDED UNDER APPLICABLE LAW, NO CLAIM, LITIGATION, OR ACTION OF ANY KIND, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT AND/OR THE TRUCKWISE SERVICES MAY BE BROUGHT BY THE PLATFORM USER AGAINST TRUCKWISE MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE CIRCUMSTANCES UNDERLYING SUCH CLAIM, LITIGATION, OR ACTION.
5.1 Fees.
In consideration of Platform User's access to and use of the Platform, the Platform User shall pay to TruckAtlas the monthly subscription fee and all applicable charges (collectively, the "Fees") without offset on the terms set forth below or as otherwise communicated to the Platform User through the Platform. Fees will be paid by credit card or ACH.
5.2 Nonpayment.
In addition to TruckAtlas' suspension and termination rights in Section 2.3, TruckAtlas further reserves the right to pursue any and all remedies available to it under applicable law, including reporting the Platform User to applicable credit reporting agencies, in the event of any unpaid Fees hereunder. All late payments shall bear interest at 12% per annum or the maximum allowed by applicable law, if less than 12%. The Platform User will be liable for any expenses TruckAtlas incurs in collecting past due payments.
6. TERM AND TERMINATION
6.1 Term.
This Agreement shall commence upon the earliest of the Platform User's initial use of the Platform or acceptance of this Agreement and shall remain in effect until terminated as set forth herein (the "Term").
6.2 Termination; Effect of Termination
Either party may terminate this Agreement with or without cause at any time; provided that, this Agreement will remain effective and binding on the Platform User for so long as the Platform User accesses or uses the Platform. Following termination of this Agreement, the terms of this Agreement will remain binding on the parties with respect to such access or use, and with respect to other matters that occurred prior to termination. Upon termination: (a) all rights granted to the Platform User under this Agreement, including the license, will terminate; and (b) the Platform User and each of its End Users must cease all use of the Platform and delete all copies of the Platform from Platform User's and its End Users' mobile devices.
7. TRANSPORTATION
7.1 Scope.
TRUCKATLAS IS NOT A MOTOR CARRIER (AS SUCH TERM IS DEFINED UNDER ANY RELEVANT LAW, INCLUDING BUT NOT LIMITED TO 49 USC §13102(14)) OR BROKER (AS SUCH TERM IS DEFINED UNDER ANY RELEVANT LAW, INCLUDING BUT NOT LIMITED TO 49 USC §13102(2)). NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY THAT TRUCKATLAS IS A MOTOR CARRIER (AS SUCH TERM IS DEFINED UNDER ANY RELEVANT LAW, INCLUDING BUT NOT LIMITED TO 49 USC §13102(14)) OR BROKER (AS SUCH TERM IS DEFINED UNDER ANY RELEVANT LAW, INCLUDING BUT NOT LIMITED TO 49 USC §13102(2)). TRUCKATLAS IS A PROVIDER OF TECHNOLOGY SERVICES ONLY PURSUANT TO WHICH SHIPPERS SEEKING MOTOR CARRIER SERVICES CAN CONNECT WITH MOTOR CARRIERS THAT PROVIDE THOSE SERVICES. TRUCKATLAS DOES NOT PERFORM TRANSPORTATION OF FREIGHT OR ARRANGE FOR TRANSPORTATION OF FREIGHT. THE TERMS AND CONDITIONS APPLICABLE TO THE MOTOR CARRIER SERVICES AND THE TRANSPORTATION OF THE FREIGHT ARE GOVERNED SOLELY BY THE AGREEMENT BETWEEN THE SHIPPER/BROKER PLATFORM USER AND THE MOTOR CARRIER PLATFORM USER, INCLUDING, BUT NOT LIMITED TO DISPUTES OVER SUCH SERVICES. FOR PURPOSES OF CLARIFICATION, TRUCKATLAS IS NOT LIABLE FOR ANY FAILURE OF A MOTOR CARRIER PLATFORM USER TO PROVIDE MOTOR CARRIER SERVICES AGREED TO BETWEEN SUCH MOTOR CARRIER PLATFORM USER AND ANY SHIPPER/BROKER PLATFORM USER, OR FOR ANY FAILURE OF A SHIPPER/BROKER PLATFORM USER TO PAY FOR SUCH MOTOR CARRIER PLATFORM USER'S SERVICES.
7.2 Obligations and Responsibilities of the Motor Carrier Platform User and Motor Carrier's Driver.
(a) Route Directions. The Motor Carrier Platform User and each of the Motor Carrier's Drivers are responsible for determining the appropriate route for transportation with respect to any Job Request. Each Motor Carrier Platform User and each Motor Carrier Driver expressly acknowledge and agree that: (i) the Platform provides route directions through the use of third-party service providers such as Google Maps (as described in Section 8.5 below), (ii) the third-party service providers use an approximate location of the Motor Carrier Driver based upon the mobile device location of such Motor Carrier Driver to generate such route directions, (iii) any location information used to provide navigational information through the Platform, in addition to being dependent upon third-party service providers such as Google Maps, is also dependent upon the availability and capabilities of Motor Carrier Platform User's and/or Motor Carrier's Drivers' mobile device network service provider, and that as a result, may not be accurate, timely, or reliable, (iv) any route directions that TruckAtlas offers to the Motor Carrier Platform User or any of the Motor Carrier's Drivers through the Platform are offered for the convenience of the Motor Carrier Driver only and no Motor Carrier Platform User nor any of its Motor Carrier Drivers have any obligation to follow such route directions. TruckAtlas does not make any representations or warranties regarding such route directions, including, but not limited to, any representation or warranty that such route directions represent legally designated truck routes, are current, or are otherwise accurate. The Motor Carrier Platform User and each of the Motor Carrier's Drivers assume all risk and responsibility for using the Platform and any route directions offered through the Platform.
(b) Compliance with Laws. Each Motor Carrier Platform User and each of its Motor Carrier End Users shall comply with all applicable laws, including but not limited to, with respect to Motor Carrier Drivers, laws prohibiting the use of handheld devices while driving, while using the Platform.
(c) Payments to Motor Carriers' Drivers. The Motor Carrier Platform User is solely responsible for the payment of all fees, charges, employee benefits, or any other compensation due to such Motor Carrier's Drivers. TruckAtlas is not responsible in any way for payment of fees, charges, employee benefits, or any other compensation due to any Motor Carrier's Driver.
(d) Accepting Jobs from Shipper/Broker Platform Users. TruckAtlas does not screen, vet, verify, or make any representations or warranties with regard to the identity or creditworthiness of any Shipper/Broker Platform User. The Motor Carrier Platform User is solely responsible for screening, vetting, or verifying the identity and creditworthiness of any Shipper/Broker Platform User. TruckAtlas is not liable for any damages or losses suffered by the Motor Carrier Platform User or Motor Carrier Driver arising from the actions or inactions of the Shipper/Broker Platform User or the Shipper/Broker End User.
(e) Insurance. Motor carriers are responsible for maintaining the levels of insurance required by applicable federal and state law. Each Motor Carrier Platform User agrees to maintain such necessary levels of insurance.
(f) Motor Carrier Authority. Motor carriers are responsible for maintaining active authority with the Federal Motor Carrier Safety Administration ("FMCSA"). Each Motor Carrier Platform User agrees to maintain such active authority with the FMCSA.
7.3 Obligations and Responsibilities of the Shipper.
(a) Compliance with Laws. Each Shipper/Broker Platform User and each Shipper/Broker End User shall comply with all applicable laws while using the Platform.
(b) Payments to Motor Carriers. Each Shipper/Broker Platform User is solely responsible for the payment of all fees and charges due to any Motor Carrier Platform User from whom Shipper/Broker Platform User accepts motor carrier services through the Platform. TruckAtlas is not responsible in any way for payment of fees or charges due to any Motor Carrier Platform User.
(c) Accepting Motor Carrier Services. TruckAtlas does not screen, vet, verify, or make any representations or warranties with regard to any Motor Carrier Platform User or Motor Carrier Driver, including, but not limited to: (i) the identity, nature, quality, authority, timeliness, safety, qualifications, accident history, suitability or fitness; (ii) driving record or accident history; (iii) insurance coverage or certificates of insurance of any Motor Carrier Platform User or Motor Carrier Driver. The Shipper/Broker Platform User is solely responsible for independently screening, vetting, or verifying the identity, driving record, accident history, insurance coverage, or other information regarding any Motor Carrier Platform User or any of its Motor Carrier Drivers. TruckAtlas is not liable for any damages suffered by Shipper/Broker Platform User or any Shipper/Broker End User arising from the actions or inaction of any Motor Carrier Platform User or Motor Carrier Driver.
7.4 Fees for Motor Carrier Services.
TruckAtlas does not negotiate or agree to rates or terms for transportation of freight. Each Shipper/Broker Platform User and Motor Carrier Platform User are solely responsible for negotiating rates and terms for the transportation of freight. TruckAtlas may publish, share, and advertise rates offered by Shipper/Broker Platform Users within the Platform, however, TruckAtlas does not guarantee certain payment rates for jobs submitted by Shipper/Broker Platform Users to the Platform.
8. WARRANTY AND DISCLAIMER OF LIABILITY
8.1 Mutual Warranties.
Each party represents and warrants that: (a) such party has the full right, power and authority to enter into this Agreement; and (b) such party's acceptance of this Agreement, as well as such party's performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party.
8.2 Platform User Warranties.
The Platform User represents and warrants that: (a) the Platform User has all rights and permissions necessary to provide TruckAtlas with any information provided to TruckAtlas hereunder in connection with Platform User's and End Users access to and use of the Platform; (b) the Platform User is in compliance, and shall remain in compliance during the term of this Agreement, with all applicable local, city, municipal, provincial, state, federal, national, and international laws, rules and regulations; and (c) the Platform User is a legitimate Shipper/Broker Platform User, Shipper/Broker End User, Motor Carrier Platform User, or Motor Carrier End User.
8.3 Disclaimer of Warranties.
THE PLATFORM IS PROVIDED TO PLATFORM USER AND SUCH PLATFORM USER’S END USERS "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TRUCKATLAS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TRUCKATLAS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET PLATFORM USER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. TRUCKATLAS DOES NOT GUARANTEE THE STORAGE, BACK UP, OR AVAILABILITY OF ANY DATA PROVIDED BY ANY PLATFORM USER, OR ANY OF ITS END USERS, CREATED IN OR PROVIDED TO THE PLATFORM. THE PLATFORM IS USED BY PLATFORM USER AT PLATFORM USER'S OWN RISK.
8.4 Third-Party Materials.
The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). The Platform User acknowledges and agrees that TruckAtlas is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. TruckAtlas does not assume and will not have any liability or responsibility to the Platform User or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to the Platform User, and the Platform User accesses and uses them entirely at the Platform User's own risk and subject to such third parties' terms and conditions.
8.5 Third-Party Services.
To use the Platform, certain third-party services may be required. Such Third-Party Services may include:
(a) Mobile Network Provider Services. Platform Users are responsible for obtaining the data network access necessary for it and its End Users to access the Platform on such Platform User's or End User's device. The data and messaging rates and fees of such Platform User's and its End Users' mobile network may apply if the Platform User or its End Users access or use the Platform from their respective mobile devices. The Platform User and/or its End Users are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and any updates thereto. TruckAtlas does not guarantee that the Platform, or any portion thereof, will function on any particular hardware or device. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. TruckAtlas is not responsible for any property damage, personal injury, death, or other losses arising out of any resulting delays or delivery failures.
(b) Navigation Services.
(i) Acceptable Use Policy of Google, Inc. ("Google") located at: https://www.google.com/enterprise/earthmaps/legal/us/maps_AUP.html, Google's Map Terms, located at http://maps.google.com/help/terms_maps.html, and the additional restrictions set forth in Google's Legal Notices page, located at http://www.google.com/intl/en-us/help/legalnotices_maps.html, or such other URLs as Google may designate from time to time in each case.
(ii) Apple Maps Terms of Use located at: https://www.apple.com/legal/internet-services/maps/terms-en.html#:~:text=YOU%20EXPRESSLY%20ACKNOWLEDGE%20AND%20AGREE.OR%20STATUTORY%2C%201G%2C%20BUT%20NOT.
(iii) Waze Terms of Use located at: https://support.google.com/waze/answer/12373727?sjid=9344748658527835007-NA.
Motor Carrier's, or any Motor Carrier User's, failure to comply with the aforementioned Third-Party Terms may result in suspension or termination, or both of Motor Carrier's, or such Motor Carrier's User's, right to use and access the Platform and/or TruckAtlas' Services.
9. INDEMNIFICATION; LIMITATIONS
9.1 Indemnification.
The Platform User agrees to indemnify, defend, and hold harmless TruckAtlas and its officers, directors, investors, shareholders or other equity holders, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to any Platform User's, or any of its End Users, use or misuse of the Platform or the Platform User's, or any of its End Users, breach of this Agreement.
9.2 LIMITATIONS OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRUCKATLAS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THE PLATFORM USER'S OR ITS END USERS' USE OF OR INABILITY TO USE THE PLATFORM: (a) FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, INCLUDING CARGO DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, (b) LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR (c) IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY THE PLATFORM USER FOR THE ACCESS TO AND USE OF THE PLATFORM. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE PLATFORM USER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO THE PLATFORM USER.
9.3 PLATFORM USER TIME LIMITATION TO BRING ACTION.
REGARDLESS OF ANY OTHER STATUTE OF LIMITATIONS PROVIDED UNDER APPLICABLE LAW, NO CLAIM, LITIGATION, OR ACTION OF ANY KIND, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT AND/OR THE TRUCKWISE SERVICES MAY BE BROUGHT BY THE PLATFORM USER AGAINST TRUCKWISE MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE CIRCUMSTANCES UNDERLYING SUCH CLAIM, LITIGATION, OR ACTION.
10. PROPRIETARY RIGHTS.
10.1 Publicity.
The Platform User consents to TruckAtlas identifying the Platform User as a customer of TruckAtlas in any publicity, press activities, marketing or other public relations and grants TruckAtlas and its affiliates permission to use the name and logo of the Platform User in connection therewith.
10.2 Ownership.
TruckAtlas and its affiliates are and shall remain the owners of all right, title and interest in and to the Platform and TruckAtlas’ other products and technologies including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to the Platform User or its End Users in connection with this Agreement.
10.3 Motor Carrier Feedback and Content.
(a) Feedback. The Platform User acknowledges TruckAtlas' need to be able to freely use any Feedback provided by the Platform User about the Platform and any related services or technologies (e.g., improvements, fixes, errors, bugs, etc.) (collectively, "Feedback") and to own any improvements to the Platform and any related services or technologies made by using or incorporating such Feedback. Accordingly, the Platform User hereby assigns to TruckAtlas any rights the Platform User may have, including all intellectual property rights, in Feedback and TruckAtlas may exercise its ownership rights to such Feedback and intellectual property rights without compensation, attribution, or accounting to the Platform User. Without additional consideration, the Platform User agrees to perform all acts reasonably necessary to perfect such rights in TruckAtlas.
(b) Content. TruckAtlas may, in TruckAtlas' sole discretion, permit the Platform User from time to time to submit, upload, publish or otherwise make available to TruckAtlas through the Platform certain textual, audio, visual or other content and information, including load information, commentary and feedback, ratings and reviews (including of carriers and facilities), initiation of support requests, and submission of entries for competitions and promotions ("Platform User Content"). Any Platform User Content provided by the Platform User remains the Platform User's property. However, by providing Platform User Content to TruckAtlas, the Platform User grants TruckAtlas a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Platform User Content in all formats and distribution channels now known or hereafter devised, without further notice to or consent from the Platform User, and without the requirement of payment to the Platform User or any other person or entity. The Platform User agrees not to provide Platform User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by TruckAtlas in its sole discretion, whether or not such material may be protected by law. TruckAtlas may, but shall not be obligated to, review, monitor, or remove Platform User Content, at TruckAtlas' sole discretion and at any time and for any reason, without notice to the Platform User. The Platform User represents and warrants that: (i) the Platform User either is the sole and exclusive owner of all Platform User Content or the Platform User has all rights, licenses, consents and releases necessary to grant TruckAtlas the license to the Platform User Content as set forth above; and (ii) neither the Platform User Content, nor Platform User's submission, uploading, publishing or otherwise making available of such Platform User Content, nor TruckAtlas' use of the Platform User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
11. GENERAL CONDITIONS
11.1 Governing Law.
(a) Governing Law. Except to the extent governed by applicable United States federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its choice or conflict of laws provisions.
(b) Arbitration. The Platform User agrees that any dispute, claim or controversy arising out of or relating to this Agreement (collectively, "Disputes") will be settled by binding arbitration between the Platform User and TruckAtlas, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. The Platform User acknowledges and agrees that the Platform User and TruckAtlas are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both the Platform User and TruckAtlas otherwise agree in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this Section 11.1(b) will be deemed void. Except as provided in the preceding sentence, this Section 11.1(b) shall survive any termination of this Agreement.
(i) Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section.
(ii) Arbitration Process. Prior to initiating arbitration, the Platform User and TruckAtlas each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice to TruckAtlas must be sent to: TruckWise, LLC, c/o John C. Ethridge, 1105 W. Peachtree Street N.E., Suite 1000, Atlanta, GA 30309. Neither party shall initiate arbitration until 30 days after the notice is sent. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. A party initiating an arbitration against TruckAtlas must send the written Demand for Arbitration to: TruckWise, LLC, c/o John C. Ethridge, 1105 W. Peachtree Street N.E., Suite 1000, Atlanta, GA 30309. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Georgia and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
(iii) Arbitration Location and Procedure. Unless the Platform User and TruckAtlas otherwise agree, arbitration will be conducted in the county where the Platform User resides. If the Platform User's claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents the Platform User and TruckAtlas submit to the arbitrator, unless the Platform User requests a hearing, or the arbitrator determines that a hearing is necessary. If the Platform User's claim exceeds $10,000, the Platform User's right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
(iv) Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with this Agreement and the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.
11.2 Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
11.3 Export Regulation.
The Platform may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Platform User shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Platform User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.
11.4 Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
11.5 Assignment.
This Agreement is not transferable and may not be assigned by the Platform User, in whole or in part, without the prior written consent of TruckAtlas. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.
11.6 Attorney's Fees.
In any litigation between the parties, the non-prevailing party shall pay the prevailing party the prevailing party's reasonable attorney fees, and all other costs of proceedings incurred in enforcing this Agreement.
11.7 Headings.
Section headings are for convenience only and shall not be considered in the interpretation of this Agreement.
11.8 Independent Enterprises.
TruckAtlas and the Platform User are and shall remain independent business enterprises. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. The Platform User hereby represents that the individual accepting this Agreement is authorized by the Platform User to bind, and does hereby bind, the Platform User to the terms hereof. This Agreement does not create a joint venture, joint enterprise or partnership between the parties.
11.9 Confidentiality.
The Platform User agrees to hold in confidence any confidential and proprietary information of TruckAtlas that it becomes aware of in connection with its access to or use of the Platform.
11.10 Copyright Infringement.
TruckAtlas respects the intellectual property rights of others and expects its users to do the same. It is TruckAtlas' policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998 and in recognition of various international copyright laws, TruckAtlas will respond expeditiously to notices sent to TruckAtlas' Designated Copyright Agent (identified below) regarding alleged third-party copyright infringements on the TruckAtlas website or other TruckAtlas-owned and publicly accessible digital properties (the "Site(s)"). A copyright owner, person authorized to act on behalf of one, or person authorized to act under any exclusive right under copyright may submit allegations of copyright infringements on the Site(s) by completing the following DMCA Notice of Alleged Infringement and delivering it to TruckAtlas' Designated Copyright Agent. Upon receipt of this Notice, TruckAtlas will expeditiously remove or block access to the allegedly infringing content, notify the alleged third-party infringer of the same, and provide the third-party an opportunity to submit a counter-notice to dispute the alleged infringement. If a counter-notice is submitted, TruckAtlas will promptly forward it to the complainant and restore the removed or blocked content within 10-14 business days, unless the complainant submits evidence that it has filed a lawsuit against the alleged third-party infringer regarding the allegedly infringing content.
DMCA Notice of Alleged Infringement ("Notice")
(a) Identify the copyrighted work that has been infringed, or if multiple copyrighted works are covered by this Notice - provide a representative list of the copyrighted works that have been infringed.
(b) Identify the infringing content and provide sufficient information for TruckAtlas to locate the infringing content, including, if applicable, the URL(s) of the Site(s) where the content may be found.
(c) Provide contact information, e.g., mailing address, telephone number, and email address, of the person submitting this DMCA Notice (e.g., the copyright owner or copyright owner's agent).
(d) Include both of the following statements in the body of the Notice:
"I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
(e) Provide the full legal name and an electronic or physical signature of the person submitting this Notice (e.g., the copyright owner or copyright owner's agent).
Deliver this Notice, with all items completed, to TruckAtlas' Designated Copyright Agent:
Smith, Gambrell, & Russell, LP
Attn: John C. Ethridge
1105 W. Peachtree Street N.E.
Suite 1000
Atlanta, GA 30309
10.1 Publicity.
The Platform User consents to TruckAtlas identifying the Platform User as a customer of TruckAtlas in any publicity, press activities, marketing or other public relations and grants TruckAtlas and its affiliates permission to use the name and logo of the Platform User in connection therewith.
10.2 Ownership.
TruckAtlas and its affiliates are and shall remain the owners of all right, title and interest in and to the Platform and TruckAtlas’ other products and technologies including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to the Platform User or its End Users in connection with this Agreement.
10.3 Motor Carrier Feedback and Content.
(a) Feedback. The Platform User acknowledges TruckAtlas' need to be able to freely use any Feedback provided by the Platform User about the Platform and any related services or technologies (e.g., improvements, fixes, errors, bugs, etc.) (collectively, "Feedback") and to own any improvements to the Platform and any related services or technologies made by using or incorporating such Feedback. Accordingly, the Platform User hereby assigns to TruckAtlas any rights the Platform User may have, including all intellectual property rights, in Feedback and TruckAtlas may exercise its ownership rights to such Feedback and intellectual property rights without compensation, attribution, or accounting to the Platform User. Without additional consideration, the Platform User agrees to perform all acts reasonably necessary to perfect such rights in TruckAtlas.
(b) Content. TruckAtlas may, in TruckAtlas' sole discretion, permit the Platform User from time to time to submit, upload, publish or otherwise make available to TruckAtlas through the Platform certain textual, audio, visual or other content and information, including load information, commentary and feedback, ratings and reviews (including of carriers and facilities), initiation of support requests, and submission of entries for competitions and promotions ("Platform User Content"). Any Platform User Content provided by the Platform User remains the Platform User's property. However, by providing Platform User Content to TruckAtlas, the Platform User grants TruckAtlas a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Platform User Content in all formats and distribution channels now known or hereafter devised, without further notice to or consent from the Platform User, and without the requirement of payment to the Platform User or any other person or entity. The Platform User agrees not to provide Platform User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by TruckAtlas in its sole discretion, whether or not such material may be protected by law. TruckAtlas may, but shall not be obligated to, review, monitor, or remove Platform User Content, at TruckAtlas' sole discretion and at any time and for any reason, without notice to the Platform User. The Platform User represents and warrants that: (i) the Platform User either is the sole and exclusive owner of all Platform User Content or the Platform User has all rights, licenses, consents and releases necessary to grant TruckAtlas the license to the Platform User Content as set forth above; and (ii) neither the Platform User Content, nor Platform User's submission, uploading, publishing or otherwise making available of such Platform User Content, nor TruckAtlas' use of the Platform User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
11. GENERAL CONDITIONS
11.1 Governing Law.
(a) Governing Law. Except to the extent governed by applicable United States federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its choice or conflict of laws provisions.
(b) Arbitration. The Platform User agrees that any dispute, claim or controversy arising out of or relating to this Agreement (collectively, "Disputes") will be settled by binding arbitration between the Platform User and TruckAtlas, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. The Platform User acknowledges and agrees that the Platform User and TruckAtlas are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both the Platform User and TruckAtlas otherwise agree in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this Section 11.1(b) will be deemed void. Except as provided in the preceding sentence, this Section 11.1(b) shall survive any termination of this Agreement.
(i) Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section.
(ii) Arbitration Process. Prior to initiating arbitration, the Platform User and TruckAtlas each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice to TruckAtlas must be sent to: TruckWise, LLC, c/o John C. Ethridge, 1105 W. Peachtree Street N.E., Suite 1000, Atlanta, GA 30309. Neither party shall initiate arbitration until 30 days after the notice is sent. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. A party initiating an arbitration against TruckAtlas must send the written Demand for Arbitration to: TruckWise, LLC, c/o John C. Ethridge, 1105 W. Peachtree Street N.E., Suite 1000, Atlanta, GA 30309. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Georgia and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
(iii) Arbitration Location and Procedure. Unless the Platform User and TruckAtlas otherwise agree, arbitration will be conducted in the county where the Platform User resides. If the Platform User's claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents the Platform User and TruckAtlas submit to the arbitrator, unless the Platform User requests a hearing, or the arbitrator determines that a hearing is necessary. If the Platform User's claim exceeds $10,000, the Platform User's right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
(iv) Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with this Agreement and the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.
11.2 Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
11.3 Export Regulation.
The Platform may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Platform User shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Platform User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.
11.4 Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
11.5 Assignment.
This Agreement is not transferable and may not be assigned by the Platform User, in whole or in part, without the prior written consent of TruckAtlas. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.
11.6 Attorney's Fees.
In any litigation between the parties, the non-prevailing party shall pay the prevailing party the prevailing party's reasonable attorney fees, and all other costs of proceedings incurred in enforcing this Agreement.
11.7 Headings.
Section headings are for convenience only and shall not be considered in the interpretation of this Agreement.
11.8 Independent Enterprises.
TruckAtlas and the Platform User are and shall remain independent business enterprises. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. The Platform User hereby represents that the individual accepting this Agreement is authorized by the Platform User to bind, and does hereby bind, the Platform User to the terms hereof. This Agreement does not create a joint venture, joint enterprise or partnership between the parties.
11.9 Confidentiality.
The Platform User agrees to hold in confidence any confidential and proprietary information of TruckAtlas that it becomes aware of in connection with its access to or use of the Platform.
11.10 Copyright Infringement.
TruckAtlas respects the intellectual property rights of others and expects its users to do the same. It is TruckAtlas' policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998 and in recognition of various international copyright laws, TruckAtlas will respond expeditiously to notices sent to TruckAtlas' Designated Copyright Agent (identified below) regarding alleged third-party copyright infringements on the TruckAtlas website or other TruckAtlas-owned and publicly accessible digital properties (the "Site(s)"). A copyright owner, person authorized to act on behalf of one, or person authorized to act under any exclusive right under copyright may submit allegations of copyright infringements on the Site(s) by completing the following DMCA Notice of Alleged Infringement and delivering it to TruckAtlas' Designated Copyright Agent. Upon receipt of this Notice, TruckAtlas will expeditiously remove or block access to the allegedly infringing content, notify the alleged third-party infringer of the same, and provide the third-party an opportunity to submit a counter-notice to dispute the alleged infringement. If a counter-notice is submitted, TruckAtlas will promptly forward it to the complainant and restore the removed or blocked content within 10-14 business days, unless the complainant submits evidence that it has filed a lawsuit against the alleged third-party infringer regarding the allegedly infringing content.
DMCA Notice of Alleged Infringement ("Notice")
(a) Identify the copyrighted work that has been infringed, or if multiple copyrighted works are covered by this Notice - provide a representative list of the copyrighted works that have been infringed.
(b) Identify the infringing content and provide sufficient information for TruckAtlas to locate the infringing content, including, if applicable, the URL(s) of the Site(s) where the content may be found.
(c) Provide contact information, e.g., mailing address, telephone number, and email address, of the person submitting this DMCA Notice (e.g., the copyright owner or copyright owner's agent).
(d) Include both of the following statements in the body of the Notice:
"I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
(e) Provide the full legal name and an electronic or physical signature of the person submitting this Notice (e.g., the copyright owner or copyright owner's agent).
Deliver this Notice, with all items completed, to TruckAtlas' Designated Copyright Agent:
Smith, Gambrell, & Russell, LP
Attn: John C. Ethridge
1105 W. Peachtree Street N.E.
Suite 1000
Atlanta, GA 30309