End User License Agreement

1. Agreement to Terms

This End User License Agreement ("Agreement") is a legal contract between you ("User," "you," or "your") and TruckPro TMS ("Company," "we," "us," or "our") governing your use of the TruckPro transportation management system, including the web application, mobile application, and all related services (collectively, the "Software").

By accessing, downloading, installing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree to these terms, do not use the Software.

If you are using the Software on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this Agreement, and "you" will refer to that entity.

2. License Grant

Subject to your compliance with this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Software for your internal business operations
• Install and use the mobile application on devices owned or controlled by you
• Create user accounts for your authorized employees and contractors
• Store, process, and manage your transportation and logistics data

This license is personal to you and may not be assigned, sublicensed, or transferred to any third party without our prior written consent.

3. Restrictions

You agree that you will not, and will not permit others to:

• Copy, modify, adapt, translate, or create derivative works of the Software
• Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Software
• Rent, lease, lend, sell, sublicense, or otherwise transfer the Software to any third party
• Remove, alter, or obscure any proprietary notices on the Software
• Use the Software to violate any applicable laws, regulations, or third-party rights
• Use the Software for any unlawful, fraudulent, or malicious purposes
• Interfere with or disrupt the integrity or performance of the Software
• Attempt to gain unauthorized access to the Software or its related systems
• Use automated systems or software to extract data from the Software (scraping)
• Share login credentials or allow unauthorized users to access your account

4. User Accounts

To use the Software, you must create an account. You are responsible for:

• Providing accurate and complete registration information
• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account
• Ensuring that authorized users comply with this Agreement

We reserve the right to suspend or terminate accounts that violate this Agreement or are used for fraudulent or illegal activities.

5. Intellectual Property Rights

The Software and all related materials, including but not limited to text, graphics, logos, icons, images, audio clips, data compilations, and software, are the exclusive property of TruckPro TMS and are protected by copyright, trademark, and other intellectual property laws.

All trademarks, service marks, and trade names used in the Software are proprietary to us or our licensors. You may not use our trademarks without our prior written consent.

This Agreement does not grant you any ownership rights in the Software. You receive only the limited license rights expressly granted in this Agreement.

6. User Content and Data

You retain ownership of all data, content, and information that you upload, submit, or transmit through the Software ("User Content"). By using the Software, you grant us a limited license to store, process, and display your User Content solely for the purpose of providing the Software services to you.

You represent and warrant that:

• You have all necessary rights to submit your User Content
• Your User Content does not violate any third-party rights or applicable laws
• Your User Content is accurate and not misleading

We may use anonymized and aggregated data derived from your use of the Software for analytics, improving our services, and other lawful business purposes.

7. Payment and Billing

If you subscribe to paid features of the Software, you agree to pay all applicable fees as described in your subscription plan. Payment terms include:

• Fees are billed in advance on a monthly or annual basis, depending on your plan
• All fees are non-refundable unless otherwise specified
• We may change our fees upon notice; continued use constitutes acceptance
• You are responsible for all taxes associated with your use of the Software
• Failure to pay may result in suspension or termination of your account

8. Service Availability

We strive to provide reliable access to the Software, but we do not guarantee uninterrupted or error-free service. The Software may be temporarily unavailable due to:

• Scheduled maintenance and updates
• Unplanned technical issues or outages
• Circumstances beyond our reasonable control (force majeure)
• Actions required to protect the security and integrity of the Software

We will make reasonable efforts to provide advance notice of scheduled maintenance when possible.

9. Third-Party Integrations

The Software may integrate with or provide access to third-party services, including but not limited to ELD providers, accounting software, mapping services, and payment processors. Your use of such third-party services is subject to their respective terms and conditions.

We are not responsible for the availability, accuracy, or content of third-party services, and we do not endorse or assume liability for any third-party products or services.

10. Disclaimers

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTIONS, BE ERROR-FREE, OR BE SECURE. YOU USE THE SOFTWARE AT YOUR OWN RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TRUCKPRO TMS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages arising from your use or inability to use the Software
• Damages arising from unauthorized access to or alteration of your data

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless TruckPro TMS and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Software; (b) your violation of this Agreement; (c) your violation of any third-party rights; or (d) your User Content.

13. Termination

This Agreement is effective until terminated. We may terminate or suspend your access to the Software immediately, without prior notice or liability, for any reason, including if you breach this Agreement.

Upon termination:

• Your license to use the Software will immediately cease
• You must stop all use of the Software
• We may delete your account and User Content after a reasonable period
• Provisions that by their nature should survive will remain in effect

You may terminate this Agreement by discontinuing use of the Software and closing your account.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law provisions.

Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in a mutually agreed location, and the decision of the arbitrator shall be final and binding.

15. Changes to This Agreement

We reserve the right to modify this Agreement at any time. We will notify you of material changes by posting the updated Agreement on our website and updating the "Last updated" date. Your continued use of the Software after such modifications constitutes acceptance of the revised Agreement. If you do not agree to the changes, you must stop using the Software.

16. General Provisions

Entire Agreement: This Agreement constitutes the entire agreement between you and TruckPro TMS regarding the Software and supersedes all prior agreements and understandings.

Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

Waiver: Our failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

Assignment: You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without restriction.

17. Contact Us

If you have any questions about this End User License Agreement, please contact us: