Subscription Terms of Use & Conditions

Haul Hub develops and delivers proprietary, industry-specific technology and data solutions designed to support the needs of Contractors, Producers, Brokers, Project Owners and Carriers (collectively, the “Solutions”). We deploy our Solutions remotely through the cloud and make them accessible via mobile apps and online, web-based interfaces such as https API. Certain additional capitalized words and phrases in these Subscription Terms have special meanings that are provided in Section 15, or if not so defined, are indexed in Section 15. The English language version of these Subscription Terms is the controlling version regardless of any translation.

1. Our Solutions.

1.1 Modules. Our Solutions comprise a series of separate HaulHub-owned object code modules containing features, functions, and user interfaces tailored to their specific functional areas (each, a “Modules”). We offer Modules that are designed to:

(a) support the ticketing and transportation management needs of Contractors, Producers and Project Owners including by allowing them to see the amount of materials ordered and loaded onto trucks, where such trucks and materials are and hold, end, or edit shifts;

(b) permit Brokers to receive work, sub-contract work, and enter new work orders;

(c) allow Producers, Contractors and Project Owners to book, and Carriers to accept jobs, track drivers, sign certified payroll or receive payment (as applicable) and track earnings; and

(d) where applicable, support integration to DOTs.

These Subscription Terms are the base terms governing all our Modules. The specific Modules for which you purchase Use Rights and any related Services, will be identified in a print or electronic ordering document we provide (each, an “Order”).

1.2 Ordering; Proposals. Orders identify each transaction’s contracting entities and pricing and related provisions. We may provide draft Orders to prospective customers who request proposals for our Solutions or Services (“Proposals”). Proposals may be modified or revoked by us at any time unless we indicate otherwise. Proposals may have multiple draft iterations resulting from our discussions with you. Proposals are not binding as Orders until accepted and signed by your authorized representative and counter-signed by our authorized representative. Unless otherwise agreed in an Order, we do not grant enterprise Use Rights. Each affiliate or subsidiary not named in the Order will need to enter into its own Agreement. References to Orders include all supplemental terms or policies that may be referenced or linked to within that Order. You may request additional Orders under these Subscription Terms and do not need a separate or new set of Subscription Terms to make additional purchases of Use Rights and/or Services in the future. These Subscription Terms and each Order entered into under them form a separate contractual arrangement between you and HaulHub, each of which is referred to as an “Agreement.”

1.3 Accessing. Prior to using the Solutions, you and Users will be required to download a mobile app, or visit an Internet site, through which you will access an online portal to set up an account. Account set up includes our issuance or your creation of authentication credentials (e.g., user name/password). You and Users must maintain strict confidentiality of such credentials. Access to the portal and use of mobile apps will be governed by these Subscription Terms whether or not they are referenced or linked to from the portal or app.

2. Use Rights, Metrics and related Terms.

2.1 Use Rights and Metrics. We grant to you, during the applicable Order Term, a personal, revocable, non-exclusive, non-assignable, non-transferable right to: (a) access and perform, remotely through the applicable mobile app or online interface, the executable features and functions, and perform and display the content and graphical components of the Modules solely in connection with your internal business operations; (b) display and reproduce the documentation for the Solutions as reasonably required for such use; and (c) permit Users to exercise all or a portion of the your rights (collectively, “Use Rights”). Use Rights extend to updates we provide as part of the Cloud Services. Orders may list metrics, including number of users, data volume or other means to measure usage or fees (the “Usage Metrics”). The Use Rights are subject to the Usage Metrics and any other restrictions in the Agreement. You must bind Users to the Agreement and your Use Rights.

2.2 Conditions; Acceptable Use. The Use Rights are subject to the Agreement and are the only acceptable use of the Solutions. You are expressly prohibited from doing any of the following to the Solutions, or using them for purposes of, or in connection with: (a) reverse engineering, making machine code human readable or creating derivative works or improvements; (b) copying them; (c) commercially exploiting or providing them to third parties other than Users (whether by sublicense, sale or other means); (d) introducing malicious code; (e) interfering with their security or operation; (f) framing or mirroring them outside of your own intranets; (g) creating, benchmarking or gathering competitive intelligence; or (h) removing, modifying or obscuring proprietary rights notices; (i) defaming or harassing; (j); infringing another’s IPR including failing to obtain permission to upload/display works of authorship; (k) intercepting or expropriating data; (l) spamming, spoofing or otherwise misrepresenting transmission sources; and/or (m) employing them in hazardous or high risk environments such as nuclear facilities, aircraft navigation or communication, traffic control, direct life support or weapons systems. You must comply with all laws applicable to your use of the Solutions including U.S. export control laws such as export to embargoed, prohibited or restricted countries or access by prohibited, denied and specially designated persons.

2.3 Evaluation. An Order may expressly indicate that we are permitting you to use our Solutions on a trial basis (“Evaluation Rights”). If the Order so indicates: (a) the Evaluation Rights are granted (i) during the limited evaluation period identified in the applicable Order (the “Evaluation Period”) (ii) for non-production or non-commercial use for the sole purpose of your own internal evaluation the results of which are our confidential information; (b) the applicable Modules may have limited features and functions, may not be compatible with other systems and are not subject to any warranties or any support, maintenance or service levels; and (c) Evaluation Rights are not covered by our data security procedures or by our indemnity obligations and are exercised at your own risk. If we do not charge you for Evaluation Rights our liability is limited to direct damages in the amount of U.S. $1,000. Unless other terms are already stated in your Evaluation Rights Order, upon expiration of the Evaluation Period your rights will automatically convert to full Use Rights subject to these Subscription Terms and we will invoice you per Section 6 and issue a non-evaluation Order to you.

3. Third Party Software and Data.

Certain Third Party Software and Data may already be fully integrated with our Modules and delivered as part of overall Solution such that the user experience does not change and we do not charge as a separate line item (“Integrated Third Party Software and Data”). We have been authorized to resell, distribute, or otherwise provide our customers with the Integrated Third Party Software and Data and do so on either a sublicense or pass-through basis, subject to the separate terms and conditions of its owners and licensors may require us to flow-down to you. We do not have the authority to modify those terms and conditions but do hereby represent that we have the authority to so provide the Integrated Third Party Software to you under each applicable Order such that you may use it in connection with the Solutions. To the extent they vary materially from these Subscription Terms, we will make any required flow-down terms available to you upon request. If additional Third Party Software and Data is required or optionally available for the Solutions we will identify it for you. You will be responsible for obtaining and paying for your own rights from the applicable third party licensor, or requesting that we obtain such rights on your behalf and receiving reimbursement from you of any fees therefor.

4. The Services.

4.1 Implementation Services. As more fully agreed and described in an Order, we will perform Services to set-up and implement the Solutions in its Cloud-based production environment and integrate feeds or other interfaces within the agreed scope (the “Implementation Services”). Some Modules may require the set-up of an appliance or virtual machine at your location or on your or your third party vendor’s network. The Implementation Services will include these services to the extent set forth in the applicable Order.

4.2 Cloud Services. Following completion of the Implementation Services and payment therefor, we will perform ongoing Services during the term of the applicable Order to manage, support, and maintain the Solutions in, and make them available from, our cloud infrastructure in accordance with the terms of the Order (the “Cloud Services”).

4.3 External User On-Boarding. Certain of our Modules have features requiring you to on-board external users. For instance Carriers cannot use our Quick-Pay feature unless their Contractor and Producer-payors have subscribed to and are integrated with the applicable portions of the Solutions. If agreed under an Order, we will perform Services to assist you in such on-boarding (the “External User On-Boarding Services”). You will obtain all rights necessary for us to perform the External User On-Boarding Services including authorization to receive and process the data submitted by the external users and, where necessary, access or view certain of their systems.

4.4 Reasonable Cooperation. Services require your reasonable and timely cooperation including access to your information, personnel, or systems, and we shall not be responsible for any failures or delays caused by your failure to so cooperate. Unless an Order has different acceptance terms, you will accept the Services upon payment or 15 days after their performance, whichever occurs first, and may not withhold, condition, or delay payment or acceptance after that time.

5. IPR Ownership; Data Rights.

5.1 IPR Ownership. As between you and HaulHub, all IPR in and to the Solutions and all of their derivative works and improvements as well as anything created under Section 4, are owned or licensed by, and are proprietary to, HaulHub. Unless otherwise expressly agreed under an Order with reference to this Section, your rights in and to them are limited to the scope of the Use Rights. To the extent you provide access under your Use Rights to a DOT or other government agency, and for all purposes related Federal Acquisition Regulations, Defense Federal Acquisition Regulations or their state analogs, no IPR ownership is transferred or rights granted to a government agency. The Solutions and the Solution Data are “commercial computer software”, “commercial computer software documentation” and “restricted data” provided under “Limited Rights” and “Restricted Rights” and only as commercial end items.

5.2 Data Rights. You acknowledge and agree that the inherent function and value of the Solutions involves the sharing of Solution Data between and among Contractors, Producers, Brokers Carriers and DOTs and other industry participants. As such, we cannot, unless specifically agreed under an Order, treat Solution Data as confidential information hereunder. We will, however, handle all Solution Data in accordance with our Solution Data Security and Privacy Policy found here and require all subscribers to abide by the scope of their own Use Rights limiting the purposes for which they may use Solution Data contributed by others. You hereby grant to us a worldwide, perpetual, irrevocable, non-exclusive, license to possess and use the Solution Data in any lawful manner necessary to carry out the calculations, processing and analytics needed to deliver the Solutions including by publishing such data to other authorized subscribers for purposes of allowing them and you to post, and respond to jobs, evaluate experience, conduct market intelligence, confirm credentials or otherwise make use of the generally available features and functions of the Modules. To the extent Solution Data may include your Personal Data (such as drivers’ license or financial account information) you hereby expressly consent to our possession, use and sharing of the Personal Data to the same degree as described by the foregoing license; provided that Sensitive Personal Data you provide to us, if any, will be used and shared with third parties only to the limited extent necessary to perform for your benefit the specific functions requested (such as payment made to subscribers of our Quick Pay Module). As between you and HaulHub, you are solely responsible for ensuring you have the necessary authorization of your Users and workforce members to provide the foregoing consent with respect to Personal Data deemed to be theirs.

6. Fees, Taxes, Expenses and Payments.

The fees for Use Rights and/or Services purchased (the “Fees”) together with the schedule of payments and any additional payment information are listed in each applicable Order. Except for fees charged when Usage Metrics are exceeded, and as otherwise stated in the Order, HaulHub will provide Customer with a single invoice reflecting the Fees due for the relevant invoicing period and such invoice will be payable within net 30 days of the invoice date. Customer will provide accurate billing and contact information to HaulHub and notify HaulHub of any changes to such information. Your obligation to pay under any one Order is not contingent on your entering into or our performing under any other Order now or in the future. Fees do not include Customer Taxes, nor do they include expenses we may incur for your direct benefit, which will be incurred in accordance with your applicable expense-reimbursement policies, if so requested, provided that the relevant policies are provided to us in writing in advance. If HaulHub has the legal obligation to pay or collect Customer Taxes, HaulHub will invoice Customer and Customer will pay that amount unless Customer provides HaulHub with a valid tax exemption certificate authorized by the appropriate taxing authority. If we do not receive timely payment, we may charge the maximum monthly interest allowed by law up to one percent per month, suspend our performance and seek cost of collection, including reasonable attorneys’ fees. Payment obligations are non-cancelable and Fees paid, including pre-paid Fees, are non-refundable regardless of the cause for termination or expiration. If you dispute invoiced amounts, you must submit disputes to us in writing on or before the date the invoice becomes due, otherwise it will be final and non-refundable.

7. Term and Termination.

7.1 Term of these Subscription Terms. Your right to enter into Orders under these Subscription Terms commences on the Master Effective Date and continues, unless earlier terminated pursuant to this Section, until the later of the first anniversary of the Master Effective Date or the expiration of the longest Order entered into hereunder (the “Initial Master Term”). Thereafter these Subscription Terms will, unless one party provides the other with 45 days advance written notice of non-renewal, automatically renew for successive one year renewal terms or for so long as at least one Order remains continuously in effect, whichever is longer (each a, “Renewal Master Term”; the Initial Master Term and all such Renewal Master Terms collectively, the “Master Term”).

7.2 Term of Agreement, Order and Use Rights.

You acknowledge that the Master Term is different from the term of each individual Order and the Agreement formed thereby and any Use Rights granted thereunder (the “Order Term”). You may need to purchase renewal rights for an Order or your Use Rights thereunder prior to expiration of the Master Term. Unless earlier terminated or if different renewal terms are expressly set forth therein, each Order shall, except where one party provides the other with 45 days advance written notice of non-renewal, automatically renew for successive renewal terms commensurate with its initial Order Term.

7.3 Termination.

If an obligation under an Agreement is materially breached, the non-breaching party may provide written notice specifying the nature of the breach and the breaching party will have 30 days from receipt of notice to cure. If not so cured, the non-breaching party may terminate the applicable Order or Orders (and all Agreements formed by them) affected by the breach by providing a second written notice of immediate termination. In addition, all Orders, including all Use Rights under them, shall terminate automatically and immediately upon your insolvency or any attempt by you to obtain protection from creditors or wind down operations, unless otherwise agreed by us in a written notice. If an Order is terminated by either party or expires pursuant to its terms, then you must pay any outstanding amounts due to us, and all copies and embodiments of our confidential information (including the Modules), must be returned. We will, upon request following such termination or expiration, make reasonable attempts to provide a copy of the Solution Data you specifically entered into a Module, in its native format.

8. Confidentiality.

All confidential, non-public information one party receives from the other in its performance of an Agreement, including the contents of these Subscription Terms and all Orders, shall be held in strictest confidence and shall not, without the express written consent of the disclosing party, be used or disclosed except to those of the receiving party’s employees, service providers, and individual independent contractors who are bound to substantially similar obligations of confidentiality and have a need to know or as required by law. If the parties entered into a separate confidentiality agreement prior to entering into these Subscription Terms, the non-disclosure, non-use provisions and the definitions of “confidential information” thereunder shall control over this Section. All other terms of such separate confidentiality agreement shall be deemed superseded and replaced by these Subscription Terms and thus null and void.

9. Indemnity.

We will indemnify, defend and hold you harmless from amounts you owe to third parties as the result of either a ruling by a court of competent jurisdiction or a reasonable settlement entered into by us that holds that the unmodified form of the Modules provided to you under an Order infringes or violates a third party’s copyright rights, trade secret rights, or trademark rights. If the Modules are found to be infringing, or if at any time we reasonably believe that the Modules may be subject to a claim of infringement, then we may choose to: (a) modify the applicable portions of the Modules to be non-infringing; (b) obtain a license for you to continue using the infringing portions of the Modules; or (c) if neither of the foregoing is commercially practicable, terminate the applicable Agreement including any Use Rights and refund a pro-rata portion of any pre-paid fees you paid for the Modules. Our indemnity obligations shall not apply to: (i) your use of the Modules outside the scope of the Use Rights and/or their documentation; (ii) infringement arising from Solution Data and all Third Party Software and Data directly licensed by you or any other materials not provided by us; (iii) any infringement not reported by you in accordance with these Subscription Terms (but only to the extent we are actually prejudiced by your delay or failure to report); or (iv) any modifications to the Modules made by any party other than us or our subcontractors, or by you acting at our express direction. This Section sets forth your only remedy and our only liability with respect to infringement or other violations of intellectual property rights. You will indemnify, defend and hold us harmless from all third party claims or causes of action (including investigations) and any resulting damages, costs, expenses, or fines (including reasonable legal costs) arising from Solution Data, your breach of an Agreement, and/or our use of the Third Party Software and Data not provided by us including any third party point of sale or other system or service you request that we integrate to or interface with.

10. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW (A) WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND NON-INFRINGEMENT); AND (B) WE DO NOT WARRANT THAT THE SOLUTIONS MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE ERROR FREE. WE DO NOT PROVIDE, AND ARE NOT RESPONSIBLE FOR TRANSPORTATION SERVICES, SCREENING OR EVALUATION OF THE QUALITY, RELIABILITY OR PERFORMANCE OF CARRIERS (INCLUDING ANY PERSONAL INJURY OR PROPERTY DAMAGE THAT MAY RESULT FROM THEIR SERVICES TO CONTRACTORS, PRODUCERS OR BROKERS REGARDLESS OF FAULT) OR THEIR COMPLIANCE WITH SAFETY REGULATIONS OR TRAFFIC LAWS OR THE NATURE OR TYPE OF ANY MATERIALS TO BE TRANSPORTED (INCLUDING WHETHER THEY COMPLY WITH HAZARDOUS MATERIALS OR OTHER LAWS). NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR LOST DATA AND EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH ALL AGREEMENTS WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUIVALENT TO THE FEES ACTUALLY RECEIVED BY US UNDER THE ORDER OUT OF WHICH THE CLAIM AROSE DURING THE SIX MONTHS IMMEDIATELY PRECEDING ASSERTION OF THE CLAIM. You must bring all claims and causes of action within six months of their being discovered or six months after expiration or termination of the Order out of which the claim arises, whichever occurs first. The limitations and exclusions in this Section apply to all claims or causes of action under whatever theory brought and regardless of whether we were advised of the possibility of the claim.

11. Assignment.

You may not assign or transfer these Subscription Terms, any Use Rights, and/or any Order unless you make a request in writing in advance and we reply in writing consenting to your request. We may require you and the proposed assignee/transferee to agree to additional terms or pay additional fees. We do not give blanket consents, so you will follow these procedures for each additional or subsequent transfer or assignment you or your permitted assignees/transferees wish to make. Any change in the ownership or control of Customer or your parent entity will be considered a transfer requiring our written consent to the same extent as other attempted assignments or transfers. As used herein, the term “control” has the meaning given to it under the United States Securities Exchange Act of 1934.

12. Disputes; Governing Law.

12.1 Governing Law. The laws of the Commonwealth of Massachusetts will govern all Agreements without regard to the principles of conflicts of laws. All Disputes arising out of (or relating to) an Agreement shall be resolved as set forth below.

12.2 Consent to Arbitration. IF EITHER YOU OR HAUL HUB WANT TO BRING A CLAIM OR CAUSE OF ACTION AGAINST THE OTHER UNDER AN AGREEMENT, OR IF ANY DISPUTE ARISES BETWEEN THE PARTIES AS A RESULT OF AN AGREEMENT OR YOUR USE OF OUR MOBILE APPS, MODULES OR SOLUTIONS, EACH PARTY AGREES TO USE ARBITRATION AS THE SOLE AND EXCLUSIVE MEANS TO BRING SUCH A CLAIM OR CAUSE OF ACTION OR TO RESOLVE SUCH A DISPUTE. YOU UNDERSTAND THAT BY AGREEING TO THE FOREGOING AND THE MORE SPECIFIC ARBITRATION TERMS BELOW, EACH OF YOU AND HAUL HUB ARE GIVING UP THEIR RIGHT TO FORM OR BE A PART OF A CLASS ACTION OR OTHER REPRESENTATIVE LAWSUIT. YOU ARE NOT, HOWEVER, WAIVING YOUR ABILITY TO RECOVER DAMAGES. ALTHOUGH ARBITRATION PROCEDURES ARE DIFFERENT FROM COURT PROCEDURES, AN ARBITRATOR CAN AWARD YOU INDIVIDUALLY THE SAME DAMAGES AND RELIEF AS A COURT, AND JUDGMENT ON THAT AWARD MAY BE ENTERED AND ENFORCED IN ANY COURT OF COMPETENT JURISDICTION.

12.3 Arbitration Procedures. Except for the right of a party to seek injunctive relief in any U.S. court of competent jurisdiction, all claims, causes of actions and disputes (collectively, “Disputes”) that cannot be resolved by the parties after a good faith effort at negotiation shall be submitted for arbitration administered by the American Arbitration Association (“AAA“). The AAA will apply the Commercial Arbitration Rules (excluding any rules or procedures governing or permitting class actions). You can get procedures (including the process for beginning an arbitration), rules, and fee information from the AAA website (www.adr.org). The party seeking to commence arbitration must first notify the other party in writing at least 30 days in advance of initiating the arbitration. Notice should be sent to each party’s respective mailing address via reputable overnight courier “ATTN: Legal Notices.” The notice must describe the nature of the claim and the relief being sought. Regardless of such notice, no arbitration may be commenced if barred by the statute of limitations applicable to the Dispute. The arbitrators shall have no power to award punitive damages or any other damages not measured by the prevailing party’s actual damages or damages in excess of the limitations set forth in Section 10. Even if other portions of these arbitration provisions are held to be invalid or unenforceable, the arbitrators shall not have the power to award or impose any remedy that could not be made or imposed by a court sitting in the jurisdiction and venue agreed to by the parties and deciding the matter in accordance with the governing law agreed to by the parties. All aspects of the arbitration including the result shall be treated as confidential and shall not be disclosed unless required by legal, audit, or regulatory requirements. The amount of any settlement offer made by either of us prior to arbitration cannot be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. The arbitration proceedings are subject to the US Federal Arbitration Act and hereby declared to be self-executing, and it shall not be necessary to petition a court to compel arbitration. The award of the arbitrators shall be binding and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. Unless you and Haul Hub agree otherwise, the arbitration will occur in U.S. English and take place in Boston, Massachusetts. Payment of any fees will be decided by the applicable AAA rules.

12.4 Class Action Waiver. YOU AND HAUL HUB AGREE THAT EACH MAY BRING CLAIMS TO THE FULLEST EXTENT LEGALLY PERMISSIBLE AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Haul Hub agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If for any reason the class action waiver set forth above cannot be enforced as to some or all of the Dispute, then the agreement to arbitrate will not apply to that Dispute or portion thereof. Any Disputes covered by any deemed unenforceable class action waiver provision may only be litigated in a court of competent jurisdiction, but the remainder of the agreement to arbitrate will be binding and enforceable. For the avoidance of doubt, the parties do not agree to class arbitration or to the arbitration of any claims brought on behalf of others.

13. Miscellaneous.

We reserve the right to modify these Subscription Terms upon 90 days notice provided that such modifications shall apply only to Orders entered into thereafter. Headings and captions are used for convenience of reference only. These Subscription Terms and each Order may be signed in separate, identical counterparts deemed to be one instrument. Except as otherwise stated in Section 12.3 with respect to notices to commence arbitration, notices will be sent by electronic mail to the address specified for each party on the Order under which notice is being made. Email notices are deemed given one business day after sending, unless the sending party receives an undeliverable message in which case an alternative address will be confirmed by phone or notice made per Section 12.3. Notices under Section 12.3 are deemed given three business days after sending. Failures in performance beyond a party’s reasonable control are excused. Unenforceable provisions will be reformed to permit enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches. Nothing in an Agreement is intended to create an agency, partnership, joint venture, or franchise between the parties and except as may be expressly stated in an Order, neither party has the authority to act in the name or on behalf of or otherwise to bind the other. In performing its obligations under each Agreement, each party is acting as an independent contractor of the other and is solely responsible for the supervision, daily direction, and control of its own employees and for the payment of their salaries and benefits and related compensation (including employer-source deductions). We may issue a press release or make other public announcements concerning these Subscription Terms and/or Orders. In addition to the Solution Data terms of Section 5.2, we may use your name and logo externally in a manner consistent with your corporate communications policies (to the extent made available to us) but in all events reasonably. To the extent required by the licensors of Third Party Software and Data we provide, such licensors are the express, intended third party beneficiaries of each Agreement.

14. Entire Agreement and Survival.

These Subscription Terms and each Order are the entire agreement between the parties with respect to the Modules and Services under them and supersede all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter, including any Proposals not converted to Orders, and cannot be modified except by written agreement referencing the specific provisions modified. Conflicts between these Subscription Terms and an Order with respect to amounts or timing of payments will be resolved in favor of the Order. All other conflicts will be resolved in favor of these Subscription Terms. Purchase orders or similar documents issued by you or your agents are void and of no effect. If your procurement processes require use of an internal purchase order neither it nor its terms shall supersede, replace, or amend these Subscription Terms. Sections 5, 8, 9, and those portions of Sections 6, 7.3, 10, 11, 12 and 14 that by their nature should survive, each shall survive termination or expiration of these Subscription Terms.

15. Definitions and Interpretation.

The word “including” is exemplary meaning “including without limitation” or “including, but not limited to.” The words “shall,” “will,” and “must” are obligatory and require performance of the stated condition, etc. The word “may” is intended to be permissive, imparting a right, but not an obligation, to perform. References to days mean calendar days unless otherwise indicated. This Section defines, in both their singular and plural forms, all capitalized terms used in these Subscription Terms, other than those grammatically required to be capitalized.

AAA” is defined in Section 12.3.

Agreement” is defined in Section 1.2.

Brokers” means entities engaged in the business of brokering transportation services for heavy construction process either by matching transport jobs with Carriers in their network or subcontracting transport jobs themselves.

Carriers” means all trucking and transport providers from independent individual truckers to fleet owners.

Cloud Services” is defined in Section 4.2.

Contractors” means construction services companies and their respective subcontractors.

Customer: “Customer,” “you,” or “your” means each specific entity identified by name, corporate domicile, and principal address on each applicable Order. “Customer Taxes” means applicable sales, use, value-added, or excise taxes or government charges all of which are payable by you, excluding taxes on our income

Dispute” is defined in Section 12.3.

DOTs” means the government or quasi-governmental departments of transportation or similar agencies or industry participant responsible for oversight or management of public construction projects.

External User On-Boarding Services” is defined in Section 4.3.

Fees” is defined in Section 6.

HaulHub,” “we,” “us,” or “our” means Haul Hub, Inc., a Delaware corporation with a mailing address of P.O. Box 55071, PMB 14853, Boston, MA 02205-5071.

Implementation Services” is defined in Section 4.1.

Initial Master Term” is defined in Section 7.1.

Integrated Third Party Software and Data” is defined in Section 3.

IPR” means intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets), and moral rights (including rights of authorship and modification) throughout the world.

Master: “Master Effective Date” means the date the Subscription Terms, and your right to place Orders, commence and is established by the earlier of the date you set up an account or the effective date of your first Order. “Master Term” is defined in Section 7.

Modules” is defined in Section 1.1.

Order: “Order” is defined in Section 1.1 and references to Order further includes all supplemental terms or policies specifically referenced or linked to therein. “Order Term” is defined in Section 7.2

Personal Data” means those portions of Solution Data that are defined as “personal information”, “personally identifiable information”, “non-public personal information”, “personal data” or the like under applicable law.

Producers” means companies in the business of producing materials, such as asphalt, concrete and the like, or the components thereof, for heavy construction projects.

Proposals” is defined in Section 1.2.

Renewal Master Term” is defined in Section 7.1.

Sensitive Personal Data” means social security numbers and the financial account information of individuals.

Services” means, collectively, Implementation Services, Cloud Services and External User On-Boarding Services.

Solution: “Solutions” is defined in the initial paragraph of these Subscription Terms and is further described in Section 1.1. “Solution Data” means all data entered into the Modules by either party as well as the results of all calculations, processing and analytics performed by the Modules thereon and any enhancement or enrichment thereof.

Subscription Terms” is defined in the initial paragraph. The Subscription Terms apply to authorized Users of our Solutions and are separate and distinct from the Terms of Use and Conditions posted on our website, which are applicable to general website visitors.

Third Party Software and Data” means software, data, data feeds, or other content owned by and licensed from third parties, other than Integrated Third Party Software and Data.

Trial Rights” is defined in Section 2.3.

Usage Metrics” is defined in Section 2.1

Use Rights” is defined in Section 2.1.

User” means you, your employees or any third party or person accessing the Solutions under your Use Rights or on your behalf. User exclude competitors of Haul Hub.