Terms Conditions

This Services is operated by HaulerHub, Inc., a Delaware Corporation, (hereinafter “HaulerHub”). These terms and conditions (“Terms”) govern your access to the HaulerHub website: https://www.haulerhub.com/, mobile application, any other web services owned, controlled, or offered by HaulerHub now or in the future (all collectively referred to as, the "Services").

Your access to and use of the Services is expressly conditioned on your compliance with these Terms. Certain features, services or tools of the Services may be subject to additional guidelines, terms, or rules, which will be posted with those features and are a part of these Terms.

The term “you” or “User” shall refer to any person or entity who views, uses, accesses, browses or submits any content or material to the Services. The terms “we,” “our” or “us” shall refer to Haulerhub.

The Services is offered to you conditioned on your acceptance without modification of Terms contained herein. Your use of the Services constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy of them for your reference.

These Terms are important and affect your legal rights, so please read them carefully. Note that these Terms contain a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING, USING AND/OR CREATING AN ACCOUNT ON THE SERVICES, CONSUMMATING A FINANCIAL TRANSACTION VIA THE SERVICES OR COMMUNICATING WITH USERS THROUGH THE SERVICES, YOU ARE AFFIRMING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.

PRIVACY

Your use of the Services is subject to the HaulerHub Privacy Policy. Please review our Privacy Policy, which also governs the Services and informs Users of our data collection practices.

01

USE OF OUR SERVICES

The HaulerHub Services are provided via a web and mobile application for freight logistics management and freight services procurement, such as scheduling of shipments, shipment tracking and status notifications, and carrier relationship management between shippers (each,

the “Shipper”) and carriers of Shipper’s cargo (each, the “Carrier”).

(a) Booking and Bidding Loads.

Carriers may book a load from Shippers at the pricing stated by such Shipper on the Services. Carriers may also place a bid to haul a load for a shipper on the Services. Once a bid is placed, the Shipper is notified of the bid placed by the Carrier. Shipper has the option to either accept or reject a bid. However, if a bid is accepted, the Carrier is required to haul the load within the allotted timeframe.

(b) Cancellations.

A Carrier may not cancel a scheduled load if it is under six (6) hours from the scheduled arrival time at the first location indicated by Shipper. Shippers cannot cancel a load I the Carrier is already left the pick-up and is underway to drop-off.

(c) Repower Loads.

A load may be assigned by HaulerHub to a new Carrier in the event their haul is broken down and is unable to deliver the load within the allotted time frame. Additionally, HaulerHub reserves the right to move a repowered load to its load board for vetted carriers to bid on and book in order to complete the shipment. In such cases, any costs associated with repowering and recovering the shipment will be charged to the original Carrier, including a 3% service fee charged by HaulerHub.

Subject to your compliance with its obligations under these Terms, we will provide you with access to the Services. Access to the Services is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide without notice. We will not be liable if for any reason our Services are unavailable at any time or for any period. We may make some parts of our Services available only to Users who have registered an account with us. You may be required to register an account with us and submit certain personal data to access certain parts of our Services.

You must be eighteen (18) or over in order to use the Services and its services. HaulerHub does not knowingly collect, either online or offline, personal information from persons under the age of thirteen (13).

02

REGISTRATION, ACCOUNT AND COMMUNICATION PREFERENCES

In order to access and use certain areas or features of the Services, you will need to have an account with us (the “Account”). We may maintain different types of Accounts for different types of Users. If you create an Account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity; (ii) you represent and warrant that you are an authorized representative of the entity with authority to bind the entity to these Terms; and (iii) you agree to these Terms on the entity’s behalf.

By creating an Account, you agree to (i) provide accurate, current and complete account information about yourself as necessary, (ii) maintain and promptly update from time to time as necessary your Account information, (iii) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to your

Account. In creating an Account, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading.

(a) Communication Preferences.

By creating an Account, you also consent to receive electronic communications from us (e.g., via email or by posting notices to the Services). These

communications may include notices about your Account (e.g., password changes, updates and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

(b) Account Information.

You agree to provide current, complete and accurate payment and account information for your Account. You agree to promptly update your Account and

other information, including your email and address, so that we can complete your transactions and contact you as needed. We reserve the right to suspend the provision of the Services or any part thereof, if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading. You are responsible for all charges incurred under your Account, whether made by you or another person using your Account.

(c) Account Access and Security.

If you use the Services, you are responsible for maintaining the confidentiality of your Account and password for restricting access to your computer or

mobile device, and you agree to accept responsibility for all activities that occur under your Account or password. You may not assign or otherwise transfer your Account to any other person or entity. You acknowledge that we are not responsible for third party access to your account that results from theft or misappropriation of your account. We reserve the right to refuse or cancel service, terminate accounts, or remove or edit content from the Services if in our opinion, you have failed to comply with any of the provisions of these Terms.

03

PAYMENT TERMS

(a) Payments.

For each shipment, Shipper shall pay the freight charge quoted to the Carrier upon acceptance of the shipment by Carrier, as well as additional amounts, if any, paid by the Shipper for additional services provided by the Carrier with respect to the shipment. The pricing paid for each load is ser by the Shipper, in Shippers sole discretion. Each of User of the Services is responsible for the collection and/or payment of their respective taxes, which Users may be liable for in any jurisdiction arising from your use of the Services. HaulerHub is not responsible for collecting, reporting, paying or remitting any such taxes.

(b) Administrative Fees; Modifications.

Shipper Fees: Shippers are provided with two payment options for settling their transactions:
- HaulerHub Pay Option: Shippers may make payments directly through the HaulerHub platform, utilizing the integrated payment processing system for convenience and streamlined transaction tracking. Fees are as follows:
  - Payment Within 7 Days - Service Fee: $0
  - Payment after 7 days to 30th day - Service Fee: 3%
  - Payment after 30th day to 45th day- Service Fee: 5%
  - Payment after 45th day - Service Fee: 6%
  - A convenience fee of 1% (capped at $15) will be charged for all transactions.
- Self-Pay Option: Shippers may choose to make payments independently using the
  payment tool. Fees are as follows:
  - Payment Within 7 Days - Service Fee: 3%
  - Payment after 7 days to 30th day - Service Fee: 5%
  - Payment after 30th day to 45th day- Service Fee: 6%
  - Payment after 45th day - Service Fee: 7%
Carrier Fees: Carriers pay a fixed three percent (3%) of the total amount they are paid to haul a load. HaulerHub will disburse the payment to Carriers (minus the administrative fee) within thirty (30) days from the date of delivery. However, Carriers may choose to receive expedited payment subject to an additional fee. For a 3-day payment option Carriers will be charged an additional one and a half percent (1.5%) and for a 7-day option, Carriers will be charged an additional one percent (1%).

We reserve the right to establish, remove, and/or revise prices, fees and/or surcharges for any or all services obtained through the use of the Services at any time. We may also, in our sole discretion, make promotional offers with different features and rates to any or all of our customers. Unless made to you, these promotional offers will have no bearing on your obligation to pay the amounts charged.

(c) Payment Processing.

All charges may be facilitated through a third-party payment processing service. HaulerHub may replace its third-party payment processing services without notice to you. If you use such third-party payment processing service, you agree to be bound by its terms of service. You further understand that HaulerHub shall not be responsible for properly transacting such payments through the third-party payment processor’s Services, and you agree to release and hold HaulerHub harmless from any errors, negligence or misconduct of such third-party payment processor. If you pay any amounts with a credit card, we may seek pre-authorization of your credit card account to verify that the credit card is valid and has credit available for your intended shipment charge. Your card will be debited the full amount on the date of your shipment charge. Please contact operations@haulerhub.com for any billing inquiries.

(d) Additional Fees.

Each party controls the fees within their transaction, however, in the event that there are unforeseen circumstances, a Carrier may state within the Services any additional fees incurred in delivering a load and provide supporting evidence of such additional fees. We will notify Shipper of such fees due to Carrier after the transaction has been finalized.

(e) Refund Policy.

The Shipper may cancel a shipment charge at any time prior to a Carrier accepting it. Please contact operations@haulerhub.com for any refund inquiries. Under no circumstances shall HaulerHub or its affiliates be held responsible for any overdraft charges incurred from your financial institution as a result of any purchases or renewals through or in connection with Access or our services. It is your sole responsibility to take any necessary actions to avoid overdraft fees or any other fees form your financial institution. HaulerHub is not liable for any fees incurred due to billing errors.

04

ACCESS TO THE SERVICES

We shall use commercially reasonable efforts to ensure the availability of the Services, except that we shall not be liable for: (a) scheduled downtime; or (b) any unavailability caused directly or indirectly by circumstances beyond our reasonable control, including without limitation, (i) a force majeure event; (ii) Internet service provider, webhosting, cloud computing Services, or public telecommunications network failures or delays, or denial of service attacks; (iii) a fault or failure of your computer systems or networks; or (iv) any breach by of these Terms by you.

05

TERMINATION OR SUSPENSION OF SERVICES

HaulerHub reserves the right to refuse or suspend access to any User, for any reason or no reason, and without any notice. HaulerHub may suspend your use of the HaulerHub Services or any portion thereof if HaulerHub believes that you have breached these Terms, or for any other reason, at its sole discretion. You agree that any termination of your access to the HaulerHub Services may be without prior notice, and you agree that HaulerHub will not be liable to you or any third party for any such termination. Where needed, we reserve the right to alert local law enforcement authorities about suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services.

06

PROHIBITED USES

Use of the Services is limited to the permitted uses expressly authorized by us. Any violation of this Agreement by your user content, as determined by HaulerHub in its sole discretion, may result in the termination of your access to the Services. The Services shall not be used to:

(a)

Harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party (including but not limited to rights of publicity or other proprietary rights);

(b)

Engage in any unlawful, fraudulent, or deceptive activities;

(c)

Misrepresent the source, identity, or content of information transmitted via the Services;

(d)

Use technology or other means to access unauthorized content or non-public spaces;

(e)

Use or launch any automated system or process, including without limitation, "bots," "spiders," "crawlers," scraper, third-party plug-in or other automated means to access, use or operate the Services for any purpose;

(f)

Attempt to introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipme

(g)

Probe, scan, or test the vulnerability of the Services or any system or network;

(h)

Use the Services in connection with hazardous environments requiring fail-safe performance or any application in which the failure or inaccuracy of that application or the Services could lead to death, personal injury, or physical or property damage;

(i)

Modify the Services in any manner or form; use or develop any application that interacts with the Services or provides access to other users' content or information without our written permission; or use modified versions of the Services, including to obtain unauthorized access to the Services;

(j)

Attempt to damage, disable, overburden, or impair our servers or networks by using any automated technology or otherwise;

(k)

Attempt to gain unauthorized access to the Services, or any part of it, other accounts, computer systems or networks connected to HaulerHub, or any part of it, through hacking, password mining or any other means, or interfere or attempt to interfere with the proper working of or any activities conducted on the Services;

(l)

Display the Services or profile data on any external display or monitor or in any public setting without obtaining the prior consent of all participants. Furthermore, you may not display the Services or profile data on any external display or monitor or in any public setting in a manner that infringes on the intended use of the Services;

(m)

Encourage the commission or encouragement of any illegal purpose, or in violation of any local, state, national, or international law, including laws governing criminal acts, prohibited or controlled substances, intellectual property and other proprietary rights, data protection and privacy, and import or export control; or

(n)

violate these Terms in any manner;

07

USE OF COMMUNICATION SERVICES

The Services may contain comment sections, chat areas, forums, reviews, and/or other message or communication facilities designed to enable you to communicate with other Users (collectively "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

(a)

defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

(b)

publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;

(c)

publish, post, upload, distribute or disseminate any political and social views or opinions, including any material or information.

(d)

publish, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be objectionable, defamatory, libelous, offensive, obscene, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically or otherwise offensive to any group or individual, intentionally misleading, false, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful;

(e)

upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;

(f)

upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;

(g)

advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages;

(h)

conduct or forward surveys, contests, pyramid schemes or chain letters;

(i)

download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner;

(j)

falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;

(k)

restrict or inhibit any other user from using and enjoying the Communication Services;

(l)

violate any code of conduct or other guidelines which may be applicable for a particular Communication Service;

(m)

harvest or otherwise collect information about others, including e-mail addresses, without their consent;

(n)

harvest or otherwise collect information about users without their and our consent;

(o)

violate any applicable laws or regulations.

We have no obligation to monitor the Communication Services. However, we reserve the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. We reserve the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

08

INTELLECTUAL PROPERTY RIGHTS

You are granted a non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with these Terms. As a condition of your use of the Services, you warrant to us that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner which could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.

All content included as part of the Services, such as text, graphics, logos, images, videos, as well as the compilation thereof, and any software used on the Services, is the property of HaulerHub or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Services. Our content is not for resale. Your use of the Services does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of HaulerHub and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of HaulerHub or our licensors except as expressly authorized by these Terms.

09

DMCA NOTICE AND TAKEDOWN POLICY

HaulerHub respects intellectual property rights and expects its users to do the same. If you are a copyright owner or an agent thereof, and you believe that any content hosted on any of the Services infringes Your copyrights, then you may submit a notification by providing HaulerHub’s Designated Copyright Agent with the following information in writing:

(a)

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b)

Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works on the applicable Services are covered by a single notification, a representative list of such works on the applicable Services;

(c)

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit HaulerHub to locate the material; Information reasonably sufficient to permit HaulerHub to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(d)

A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, "I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law."); and

(e)

A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, "I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is allegedly infringed by the aforementioned content.").

HaulerHub Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

HaulerHub, Inc.

11990 Missouri Bottom Rd

Hazelwood, MO 63042

Attention: Copyright Claims

For clarity, only notices under this section should go to the HaulerHub Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. Please note that under Section 512(f) of the U.S. Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

10

FEEDBACK

You can submit questions, comments, suggestions, ideas, original or creative materials or other information about HaulerHub, or the Services or the services provided through the Services (collectively, “Feedback”). Feedback is non-confidential and shall become the sole property of HaulerHub. We shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

11

LINKS TO THIRD PARTY WEBSITES/THIRD-PARTY SERVICES

The Services may contain links to other brands or services ("Linked Website"). The Linked Websites are not under our control, and We are not responsible for the contents of any Linked Websites, including without limitation any link contained in a Linked Website, products or merchandise sold through the Services, or any changes or updates to a Linked Website. We are providing these links to you only as a convenience, and the inclusion of any link does not imply our endorsement of the services or any association with its operators. Certain services made available through the Services are delivered by third parties and organizations and these Terms do not apply to any Linked Website. By using any product, service or functionality originating from the Services, you hereby acknowledge and consent that We may share such information and data with any third party with whom We have a contractual relationship to provide the requested product, service or functionality on behalf of HaulerHub and customers.

To the fullest extent permitted by applicable law, you hereby release and forever discharge Us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (Including personal injuries, emotional distress, identity theft, death, and property loss and damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, (a) any interactions with, or act or omission of, or user content provided by, other Users of the Services or (b) any third-party site, products, services, and links Included on or accessed through the HaulerHub Services. If you are a California resident, you hereby waive California civil code section 1542 in connection with the foregoing, which states: "a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." resolving any disputes.

12

USER CONTENT

You may generate content, written or otherwise, while using the Services ("User Content"). You acknowledge and agree that your User Content may be used, reproduced, displayed, modified, deleted, added to, adapted, and published by HaulerHub (for example, in product marketing campaigns). You thereby grant HaulerHub and its successors a worldwide, irrevocable, transferrable, sub-licensable, fully paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, delete from, add to, adapt, publish, and prepare derivative works from your User Content. You further acknowledge and agrees that you and you alone, are responsible for the development your User Content. You grant all rights described in this paragraph in consideration of your use of the Services, without compensation of any sort to you. We do not claim ownership of User Content.

We will not access, view, display or listen to any User Content, except as set forth in the Terms and as reasonably necessary for the Services, including to monitor your conduct and misuse. Actions reasonably necessary for the Services may include (but are not limited to) (a) advertising, marketing or otherwise promoting the Services; (b) responding to support requests and facilitating communication among Users; (c) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (d) enforcing these Terms. We reserve the right to review, remove, block, or modify any content on the Services, including User Content, without notice or further obligation to you.

The uploaded User Content must be original material that has been created by the User. Copyrighted material is strictly prohibited. By uploading content to the Services, you represent and warrant that: (i) you exclusively own all right, title, and interest in and to the uploaded User Content; (ii) the uploaded User Content does not infringe upon the Intellectual Property Rights of any third party; and (iii) there are no legal actions, investigations, claims, or proceedings pending or threatened relating to the uploaded User Content.

13

INTERACTIONS WITH OTHER USERS

We cannot and do not verify the identity of Users of the Services or the accuracy of any information that Users provide. You are solely responsible for determining the identity and suitability of the other Users with whom you interact when using the Services. We do not investigate or verify any User’s reputation, conduct, morality, criminal background, or any information Users may submit to the Services. You are solely responsible for your interactions with other Users. Please note that there are risks that may arise when dealing with strangers, including persons who may be acting under false pretenses. Please choose carefully the information you post and that you give to other Users. You are discouraged from publicly posting your telephone number or street address on the Services. Information posted to the Services by other Users may be offensive, harmful or inaccurate, and in some cases, may be mislabeled or deceptively labeled. You assume all risks associated with dealing with other Users with whom you come in contact through the Services.

14

ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on the Services that contains typographical errors, inaccuracies or omissions that may relate to product or service descriptions, pricing, promotions, offers, charges and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel transactions if any information in the Services is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information on the Services, except as required by law. No specified update or refresh date applied in the Services, should be taken to indicate that all information in the Services has been modified or updated.

HAULERHUB DOES NOT REPRESENT, WARRANT OR OTHERWISE ENDORSE THAT THE SERVICES OR ANY CONTENT OR INFORMATION THAT IS AVAILABLE, ADVERTISED OR SOLD THROUGH THE SERVICES ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES.

15

INDEMINIFICATION

WITH THE EXCEPTION OF HAULERHUB’S GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS HAULERHUB, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND THIRD-PARTY SERVICE PROVIDERS, FROM ALL ACTUAL OR THREATENED THIRD-PARTY CLAIMS PROCEEDINGS, SUITS, LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES) RELATING TO, ARISING OUT OF OR BASED ON (A) YOUR USE OF, OR INABILITY TO USE, THE SERVICES, (B) YOUR BREACH OF THE REPRESENTATIONS, (C) YOUR VIOLATION OF THESE TERMS. (D) YOUR VIOLATION OF ANY RIGHTS OF A THIRD PARTY OR (E)YOUR VIOLATION OF ANY APPLICABLE LAWS, RULES OR REGULATIONS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

16

DISCLAIMERS; NO WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY HAULERHUB, THE SERVICES AND THE INFORMATION CONTAINED ON SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. HAULERHUB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES AND INFORMATION CONTAINED THEREIN. HAULERHUB MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

No advice or information, whether oral or written, obtained from HaulerHub, its affiliates, or its service providers or through the Services or content, will create any warranty not expressly made herein. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Us. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.

17

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HAULERHUB OR ANY OF ITS OWNERS, EMPLOYEES, OFFICERS, AGENTS, AFFILIATES, AND SUBSIDIARIES (“RELEASEES”) BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES. NEITHER HAULERHUB NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, FROM THE USE OF OR INABILITY TO USE THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

In no event will HaulerHub’s or its subsidiaries’ or insurers’ aggregate liability arising out of or in connection with this Agreement or your use of the Services, exceed the greater of (i) the amounts you have paid for the Services, if applicable, in the twelve (12) month period prior to the event giving rise to the liability, or (ii) US $100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HAULERHUB AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU WAIVE CALIFORNIA CIVIL CODE §1542, OR ANY SIMILAR LAW, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

18

MANDATORY ARBITRATION

BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST HAULERHUB ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS ARBITRATION AGREEMENT. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST HAULERHUB, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST HAULERHUB BY SOMEONE ELSE.

(a) Arbitration Procedure.

You and HaulerHub agree that any dispute, claim or controversy arising out of or relating to (i) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (ii) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms will be settled by binding arbitration between you and HaulerHub, and not in a court of law. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New York. The Arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regard to these Terms or any disputes arising as a result of these Terms, whether directly or indirectly, including Tort claims that are a result of these Terms. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. YOU UNDERSTAND AND AGREE THAT YOU ARE GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY. This Arbitration Agreement shall survive the termination of these Terms.

(b) Exceptions to Our Agreement to Arbitrate Disputes.

There are only two exceptions to this Agreement to arbitrate: (i) if either party reasonably believes that the other party has in any manner violated or threatened to infringe the intellectual property rights of the other party, the party whose rights have been violated may seek injunctive or other appropriate interim relief without bond in any court of competent jurisdiction or (ii) each party will retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of such courts.

(c) Who Bears the Costs of Arbitration?

You and HaulerHub agree that payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules unless otherwise stated in this Agreement to arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous or without merit, you agree that HaulerHub is relieved of its obligation to reimburse you for any fees associated with the arbitration.

(d) Future Amendments to the Agreement to Arbitrate.

Notwithstanding any provision in this Agreement to the contrary, You and We agree that if We make any amendment to this Agreement to arbitrate in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against HaulerHub prior to the effective date of the amendment. However, the amendment shall apply to all other disputes or claims governed by the Agreement to arbitrate that have arisen or may arise between you and HaulerHub If you do not agree to these amended terms, you shall not access or use the Services, and the revised terms will not bind you.

(e) Judicial Forum for Legal Disputes.

If the Agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to arbitrate, as a result of a decision by the arbitrator or court order, you agree (except as otherwise provided by law) that any claim or dispute that has arisen or may arise between you and HaulerHub must be resolved exclusively by a state or federal court located in New York County, New York. You and HaulerHub agree to submit to the exclusive personal jurisdiction of the courts situated in New York County, New York, for the purpose of litigating all such claims or disputes.

(f) Arbitration Opt-Out Procedure.

If you are a new user, you can choose to reject the agreement to arbitrate provision by emailing us an opt-out notice to operations@haulerhub.com (“Opt-Out Notice") or regular mail to HaulerHub, Inc., 11990 Missouri Bottom Rd, Hazelwood, MO 63042. The Opt-Out Notice must be received no later than thirty (30) days after the date you accept the terms of this Agreement for the first time. If you are not a new user, you have until thirty (30) days after the posting of the new terms to submit an arbitration opt-out notice. To opt-out, you must email your name, address (including street address, city, state, and zip code), email address to which the opt-out applies, and an unaltered digital image of your valid driver’s license to operations@haulerhub.com. This procedure is the only way. You can Opt-Out of the Agreement to arbitrate. If you Opt-Out of the Agreement to arbitrate, all other parts of this Agreement and this Disputes Section will continue to apply to you. Opting out of this Agreement to arbitrate does not affect any previous, other, or future arbitration agreements that you may have with HaulerHub you waive certain rights. By agreeing to this agreement, you now irrevocably waive any right you may have (i) to a court trial (other than small claims court as provided above), (ii) to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit, arbitration or other proceeding filed against Us and/ or related third parties, and (iii) to a trial by jury even if any arbitration is not required under this agreement. Statute of limitations for your claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the site, services, or this agreement must be filed within one (1) year after such claim or cause of action arises, or it will be forever barred.

(g) Applicable Law.

You and We agree that United States federal law, including the Federal Arbitration Act, and (to the extent not Inconsistent with or pre-empted by federal law) the laws of the State of New York, without regard to conflict of laws principles, will govern all Covered Dispute Matters. Such body of law will apply regardless of Your residence or the location of where You use the Services.

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CLASS ACTION WAIVER

Any arbitration or action under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, the arbitrator or judge may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

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ENTIRE AGREEMENT

Unless otherwise specified herein, this agreement constitutes the entire agreement between you and us with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us.

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RELIANCE ON INFORMATION POSTED

Commentary and other materials posted on the Services is not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor of the Services, or by anyone who may be informed of any of its contents.

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CHANGES TO TERMS

We reserve the right, in our sole discretion, to change the Terms under which the Services is offered. The most current version of the Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of our updates. We may alter or amend our Terms by giving you reasonable notice. By continuing to use the Services after expiry of the notice period or accepting the amended Terms (as We may decide at our sole discretion), you will be deemed to have accepted any amendment to these Terms.

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RELATIONSHIP BETWEENTHE PARTIES

The parties are independent contractors and nothing in these Terms shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor, or employee of the other. Each Party has sole responsibility for its activities and its personnel and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate the other party in any manner.

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AUTHORITY

If you are acting on behalf of a User that is an entity through the Services, you, as an individual, acknowledge and agree that: (a) you have requisite capacity, power and authority to accept these Terms and to consummate transactions through the Services; (b) the acceptance of these Terms and the consummation of any and all transactions made through the Services have been duly and validly authorized by the User entity (either Shipper or Carrier) making use of the Services. If this Agreement is being accepted by in representative or fiduciary capacity with respect to a User, the person accepting these Terms has full power and authority to enter into and bind such User to these Terms.

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SEVERABILITY

If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

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FORCE MAJEURE

We shall be excused from performance under these Terms of Use, to the extent We are prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of HaulerHub.

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EXPORT CONTROLS

The Services originate in the United States and are subject to United States export laws and regulations. The Services may not be exported or re-exported by you to certain countries, or those persons or entities prohibited from receiving exports from the United States. In addition, the Services may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Services.

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MISCELLANEOUS

These Terms constitute the entire agreement between you and Us relating to your access to and use of the Services. When you purchase any services from HaulerHub, The Services are controlled and operated from within the United States. Without limiting anything else, We make no representation that the Services, information or other materials available on, in, or through the Services are applicable or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access our Services from other locations do so on their own volition and are responsible for compliance with applicable laws. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent. The waiver or failure of HaulerHub to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words “include” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”