Terms of Service

These Terms of Service (this “Agreement”) form a binding contract between the individual or entity that accepts them (“you,” “your,” or “User”) and Pro Hauls LLC, a Tennessee limited liability company with its principal office at 302 Orlando Ave, Nashville, TN 37209 (“Pro Hauls,” “we,” “us,” or “our”).

Pro Hauls operates a technology platform used in connection with tri-axle, dump-truck, and related construction-materials hauling logistics. Independent Operators perform every physical haul. Pro Hauls is not a motor carrier, does not employ Drivers or Operators, and does not itself transport cargo. When Pro Hauls arranges Marketplace transportation of property for compensation as described in Section 2.1, Pro Hauls is performing the functions of a property broker. Pro Hauls LLC is an authorized federal property broker, MC-1812037, USDOT Number 4559499. Pro Hauls is not a household-goods broker. Section 2.1 governs that role.

By creating an Account, clicking to accept, signing or otherwise executing an Order Form, or accessing or using the Platform or any Service, you agree to this Agreement (including every Schedule that applies to your Role) and to the Privacy Policy. You represent that you are at least eighteen (18) years old and have authority to bind the User identified in the Account. No person under eighteen (18) years of age may operate a vehicle in connection with any Job or other haul arranged or managed through the Platform, even if the Account is held by an entity. If you do not agree, do not access or use the Platform.

This Agreement is a commercial contract between businesses. User is entering this Agreement in a commercial, business-to-business capacity and is not a “consumer” for purposes of the Tennessee Consumer Protection Act, Tenn. Code Ann. § 47-18-101 et seq., or any similar consumer-protection statute, to the extent those statutes can be inapplicable to this transaction.

You and Pro Hauls are each a “Party” and together the “Parties.” People who log in under your Account (“Authorized Account Users”) are not separate parties to this Agreement, but they must accept the Platform terms on first login and you are responsible for them.

These general terms apply to every User, regardless of Role. Additional terms in the Schedules apply according to how you use the Platform.

“Account” means the credentials and profile you establish to use the Platform.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a person, where “control” means the power to direct management or policies (by voting, contract, or otherwise) or ownership of more than fifty percent (50%) of the equity.

“Applicable Law” means all United States federal, state, territorial, and local laws, regulations, and ordinances that govern your activities on or through the Platform, including laws on motor vehicles, heavy equipment, motor carriers, property brokers, cargo, data privacy, employment, and taxation.

“Authorized Account User” means an employee or designated agent of a User whom Pro Hauls has permitted to use that User’s Account. Each Authorized Account User must register as directed by Pro Hauls.

“Broker Authority” means the federal property-broker operating authority issued to Pro Hauls LLC as MC-1812037 (USDOT Number 4559499), including any successor identifier.

“Customer” means a User that uses the Platform to manage Private Fleet Hauls, to post Jobs on the Marketplace, or both.

“Customer Fleet Vehicle” means a truck or other vehicle that the Customer owns or leases for its own hauling (the Customer’s own trucks).

“Customer Price” means the amount Pro Hauls charges a Customer for a Marketplace Job, determined under Section 2.8.

“Driver” means the individual who physically operates a vehicle. A Driver is identified by CDL Number. A Driver is not an employee of Pro Hauls.

“Hired Fleet Operator” means a third-party hauler that the Customer has engaged under a direct contract with the Customer, not through the Marketplace, to supply Hired Fleet Vehicles.

“Hired Fleet Vehicle” means a vehicle operated by a Hired Fleet Operator under that Operator’s direct contract with the Customer (hired trucks that are not Marketplace Jobs).

“Independent Operator” or “Operator” means a person or business that manages, directs, or operates vehicles and Drivers to haul materials. The term may include, according to Role, a motor carrier, a person who holds broker authority in that person’s own name, a Non-Asset Broker, a Customer managing Customer Fleet Vehicles, or a Hired Fleet Operator. Operators who use the Marketplace also agree to Schedule C. Operators on a Customer’s own or independently hired fleet agree to Schedule D. An Operator may also be called a “Carrier.” Operators are independent contractors. They are not employees of Pro Hauls.

“Job” means a Marketplace unit of work: a haul or load that a Customer posts, and that an Independent Operator may accept, through the Platform. Completed work on the Marketplace is referred to as “completed jobs.”

“Marketplace” or “Pro Hauls Marketplace” means the portion of the Platform through which Customers request capacity and Independent Operators may accept Jobs at Marketplace Rates determined by Pro Hauls.

“Marketplace Rates” has the meaning in Section 2.8.1.

“Non-Asset Broker” means an Operator that does not itself operate vehicles for a Job and instead engages other Operators to perform it, under that Operator’s own authority and responsibility.

“Operator Compensation” means the amount payable to an Operator for a Marketplace Job, determined by Pro Hauls under Section 2.8.

“Order Form” means a document executed by Pro Hauls and a Customer that states fees, Authorized Account User counts, modules, and other commercial terms. An executed Order Form is binding.

“Platform” means the software, websites (including https://www.prohauls.co and successors), and mobile applications that Pro Hauls makes available, including any Pro Hauls or Drive applications.

“Platform Spread” has the meaning in Section 2.8.1.

“Privacy Policy” means Pro Hauls’s then-current privacy policy at https://www.prohauls.co/privacy-policy (and any California privacy notice).

“Private Fleet Haul” means hauling that a Customer assigns to a Customer Fleet Vehicle or a Hired Fleet Vehicle using the Platform as software, without using the Marketplace to match an Independent Operator. Schedule A governs the Customer; Schedule D governs those Drivers.

“Pro Hauls Indemnified Parties” means Pro Hauls, its Affiliates, and their respective officers, directors, employees, and agents.

“Pro Hauls Support” means application support at support@prohauls.co or 1-800-4PROHAUL (1-800-477-6428). Support hours are 7:00 a.m. to 8:00 p.m. United States Central Time, Monday through Friday, excluding U.S. federal holidays, unless Pro Hauls publishes different hours.

“Prohibited Cargo” has the meaning in Section 2.1.13.

“Rate” means, for Marketplace Jobs, the applicable Marketplace Rates determined under Section 2.8. For Private Fleet Hauls only, “Rate” may also mean an amount the Customer enters for its own or independently hired trucks. Those private-fleet amounts are not Marketplace Rates.

“Rate Engine” has the meaning in Section 2.8.2.

“Role” means the capacity in which a User uses the Platform (for example, Customer, Operator, Driver, or Non-Asset Broker).

“Service Fee” means amounts payable to Pro Hauls for Services. A Service Fee may also be called a “SaaS Fee.”

“Services” means the Platform functions Pro Hauls makes available to a User, which may include the optional modules described in Section 2.3. Access depends on Role and any Order Form.

“Shipment Cost” means amounts payable to an Operator for completed work. For Marketplace Jobs, Shipment Cost is Operator Compensation determined under Section 2.8.

2.1 Technology Platform and Property Broker; Not a Motor Carrier; Not an Employer

2.1.1 What Pro Hauls Does

Pro Hauls operates software through which Customers request dump-haul and related capacity and Independent Operators may accept Jobs. Separately, when Pro Hauls arranges transportation of property for compensation on the Marketplace — including determining Marketplace Rates via the Rate Engine, matching Customers with Operators, invoicing Customers, and remitting Operator Compensation — Pro Hauls is performing the functions of a property broker and is not acting as a motor carrier. Private Fleet Hauls under Schedule A are software-only tools for a Customer’s own or independently hired trucks; those hauls are not brokerage by Pro Hauls.

Customers request capacity. Independent Operators decide whether to accept displayed Jobs. Pro Hauls supplies the Platform, Rate Engine pricing displays, communications tools, invoicing, and related technology, and, for Marketplace Jobs, arranges the transportation as described in this Section 2.1. Determining Marketplace Rates, retaining a Platform Spread, matching Users, invoicing, or remitting Operator Compensation does not make Pro Hauls a motor carrier, a Driver’s or Operator’s employer, or the party that physically hauls materials.

2.1.2 Authorized Broker

Pro Hauls LLC is authorized as a broker of property (except household goods) under 49 U.S.C. § 13102 and applicable FMCSA rules. That Broker Authority is issued as MC-1812037 (USDOT Number 4559499). Current authority status may be verified on FMCSA’s SAFER system and Licensing & Insurance (L&I) public records. Lapse, suspension, or revocation of Broker Authority does not convert Pro Hauls into a motor carrier or an employer of Drivers or Operators.

2.1.3 Not a Motor Carrier

Pro Hauls does not provide motor-carrier transportation. Pro Hauls does not take possession of freight as a carrier, does not issue a carrier bill of lading in its own name as the transporting carrier, and does not assume the cargo liability of a motor carrier. Independent Operators — motor carriers in their own right — perform all physical transportation of Marketplace Jobs. Pro Hauls is not a freight forwarder. Operators remain solely responsible for carriage.

2.1.4 Broker Status Does Not Create Employment

Acting as a property broker, matching Jobs, determining Marketplace Rates, collecting credentials, requiring insurance or a CDL Number, invoicing Customers, remitting Operator Compensation, or deactivating Platform access does not make any Operator, Driver, or other personnel an employee, joint employee, partner, joint venturer, or agent of Pro Hauls. Operators remain free to accept or reject Jobs. Pro Hauls does not control the manner, means, routes, or methods of transportation. Section 11 and Schedule C control on independent-contractor status.

2.1.5 Offering Jobs; Credentials Pro Hauls May Require

Pro Hauls may select, rank, offer, or display Jobs to Operators using the Platform and the Rate Engine. Operators remain solely responsible for lawful operation, holding required operating authority, a valid commercial driver’s license, suitable equipment, and insurance. As a property broker (and as Platform operator), Pro Hauls may require proof of insurance, a CDL Number, operating authority, and other documentation as a condition of Marketplace access or of being offered a Job. Those requirements are eligibility and compliance conditions. They are not a warranty that any Operator is fit, licensed, insured, authorized, or will perform. Pro Hauls does not guarantee any Operator’s fitness, licensing, insurance, or skill beyond the disclaimers in this Agreement (including Sections 2.1.12, 2.5, and 7.2). Pro Hauls does not guarantee that any Job will be accepted or that cargo will be transported safely or on time. Section 2.1.12 states the commercially reasonable eligibility-check standard and the allocation of selection risk.

2.1.6 Cargo; Broker Is Not the Carrier

Loss, damage, shortage, or delay of cargo is the responsibility of the Operator that performed the haul, to the extent permitted by Applicable Law (including the Carmack Amendment, 49 U.S.C. § 14706, if and to the extent it applies to that Operator as a motor carrier). Pro Hauls, acting as property broker and Platform operator, is not the motor carrier and does not assume carrier cargo liability. A Customer’s remedy for cargo loss, damage, shortage, or delay is against the Operator, except to the extent non-waivable Applicable Law imposes liability on a property broker. Nothing in this Agreement waives a duty that Applicable Law does not permit a broker to waive. Pro Hauls does not volunteer cargo liability beyond what non-waivable law requires. See also Section B.7.3 and Section C.9.2 (including the cargo-claims procedure).

2.1.7 Broker Surety or Trust

While acting as a property broker, and otherwise as required by Applicable Law, Pro Hauls shall maintain any surety bond or trust fund that Applicable Law requires of property brokers, in at least the amount then required by FMCSA, including any BMC-84 or BMC-85 (or successor) requirement then in force. This Agreement does not freeze a dollar amount, which may change. Proof of any such instrument may be posted in the Platform or provided upon reasonable request to the extent required by Applicable Law.

2.1.8 No Hidden Brokerage; No Unauthorized Re-Brokering

Operators who themselves hold broker authority, or who act as a Non-Asset Broker, must disclose that status on the Platform before accepting or arranging any Job. An Operator shall not broker, double-broker, or re-broker a Job except in compliance with Section C.3 (including any required consent, Platform registration of the performing carrier, additional-insured status, and insurance). Hidden brokerage and unauthorized re-brokering are prohibited.

2.1.9 Broker Status Does Not Change Who Sets Rates

Broker status does not give Customer or Operator the right to set Marketplace Rates. Marketplace Rates remain determined solely by Pro Hauls under Section 2.8. Customer Price, Operator Compensation, and the Platform Spread remain as defined. Users still may not bid, negotiate, or bind Marketplace Rates except to the limited extent (if any) Section 2.8 expressly allows.

2.1.10 Invoices and Payment

When arranging Marketplace Jobs (including when acting as property broker), Pro Hauls may bill the Customer the Customer Price and pay the carrying Operator the Operator Compensation. Payment to an Operator may be conditioned on proof of delivery, review of completed jobs, and the other conditions in this Agreement (including Sections 6, C.1.7, C.5.3, C.5.3.2, and C.7). As between the Parties, Pro Hauls’s timing obligation to disburse Operator Compensation is conditioned on the Customer’s remittance, funding, pre-authorization, or payment of amounts due for the Job, invoice cycle, or Account, as more fully stated in Sections C.5.3.2, B.6.6, and E.8. Setoff under Section 6.8 remains. The Platform Spread is Pro Hauls’s earned compensation as stated in Section 2.8.1. Broker status does not convert the Platform Spread into a trust or pass-through, and does not convert Operator Compensation into a trust except to the extent non-waivable Applicable Law requires. Operator shall look solely to Pro Hauls for Operator Compensation on Marketplace Jobs, as more fully stated in Section C.5.3.1, and shall not chase, demand, or collect from the Customer even if Pro Hauls withholds, delays, suspends, or reverses a disbursement under Section C.5.3.2. Any surety bond or trust fund maintained under Section 2.1.7 is not a waiver of that allocation as between the Parties, except to the extent Applicable Law requires otherwise.

2.1.11 Deactivation; No Duty to Keep a Carrier

Broker Authority does not create a duty to keep any Operator or Driver on the Platform, to tender any volume of freight, or to continue offering Jobs. Deactivation, suspension, restriction, and removal remain at Pro Hauls’s sole discretion under Sections 5.2 and C.1.12, including with or without cause.

2.1.12 Operator Eligibility Checks; No Warranty of Safety; No Duty Beyond Commercially Reasonable Review

• (a)Eligibility, not a warranty. As a property broker and as Platform operator, Pro Hauls may, before offering a Job or at any later time, require an Operator or Driver to provide, and may itself or through vendors review: (i) active motor-carrier operating authority and USDOT number; (ii) current certificates of insurance meeting this Agreement; (iii) CDL Number and license status; (iv) publicly available FMCSA Safety Measurement System (SMS) or successor data, safety rating, and out-of-service information; and (v) other documents Pro Hauls designates. Those steps are eligibility and compliance conditions for Marketplace access. They are not a representation or warranty that any Operator or Driver is safe, solvent, authorized, insured, competent, or will perform. They do not make Pro Hauls a guarantor of any User, vehicle, or haul.
• (b)Commercially reasonable checks only. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRO HAULS’S DUTY — IF ANY — WITH RESPECT TO SELECTING, DISPLAYING, RANKING, OR OFFERING AN OPERATOR FOR A JOB IS LIMITED TO COMMERCIALLY REASONABLE ELIGIBILITY CHECKS OF THE KIND DESCRIBED IN THIS SECTION, USING INFORMATION THEN REASONABLY AVAILABLE TO PRO HAULS. Pro Hauls has no duty to independently inspect vehicles, ride along, audit maintenance, interview Drivers, visit jobsites, or verify the continuing truth of User-supplied information after the time of a check. Pro Hauls may rely on FMCSA databases, insurer certificates, third-party monitoring vendors, and User warranties without independent verification. A check performed, a Job offered, a credential accepted, or a User left active on the Platform is not an endorsement.
• (c)No guarantee of Operator safety. PRO HAULS DOES NOT GUARANTEE THE SAFETY, FITNESS, HIRING PRACTICES, DRIVING RECORD, EQUIPMENT CONDITION, DRUG-AND-ALCOHOL COMPLIANCE, OR PERFORMANCE OF ANY OPERATOR, DRIVER, OR VEHICLE. Customers and other third parties use Operators at their own risk as to the physical haul, subject only to non-waivable Applicable Law. Nothing in this Section 2.1.12 is a voluntary assumption of a duty to the public, to a Customer, or to any person not a Party. This Agreement does not impose strict liability on Pro Hauls for Operator selection or for any crash, spill, or other event involving an Operator.
• (d)Operator warranties used in selection. Each Operator warrants, on a continuing basis, that: (i) it holds all required operating authority and will not accept a Job it is not authorized to perform; (ii) it is not, and will immediately cease performing if it becomes, prohibited from operating by FMCSA, a State, or a court; (iii) if it has an FMCSA safety rating, that rating is not “Unsatisfactory,” and Operator will not accept Jobs while “Conditional” or “Unsatisfactory” unless Pro Hauls has given prior written permission after disclosure; (iv) it will notify Pro Hauls in writing within twenty-four (24) hours if it receives or is notified it may receive an Unsatisfactory or Conditional rating, an out-of-service order, a revocation or suspension of authority or CDL, a lapse of required insurance, or SMS (or successor) scores that meet or exceed FMCSA intervention thresholds in two or more categories then in use; and (v) all documents and data it provides are true, current, and complete.
• (e)Customer warranties. Each Customer warrants that it will not rely on Pro Hauls as a guarantor of Operator safety; that Job parameters (including material type, weight, site conditions, and any prevailing-wage or covered-work flags) are accurate; and that it will not tender Prohibited Cargo under Section 2.1.13.
• (f)Indemnity for selection claims. Without limiting Sections 9.2, 9.3, and 9.4, each User shall defend, indemnify, and hold harmless the Pro Hauls Indemnified Parties from any claim, including a claim of negligent selection, negligent hiring, negligent retention, negligent ranking, or similar theory, brought by any person (including another User or a member of the public) and arising out of or related to: (i) that User’s acts or omissions, vehicles, Drivers, cargo, or jobsites; (ii) that User’s breach of this Section 2.1.12; or (iii) as to an Operator, the Operator’s performance of a Job. This subsection does not require a User to indemnify Pro Hauls to the extent a court of competent jurisdiction finally determines the claim was caused by Pro Hauls’s own gross negligence or willful misconduct.
• (g)Savings; no waiver of non-waivable law. Users acknowledge that non-waivable Applicable Law (including, as it may apply, state-law duties concerning motor-vehicle safety) may impose obligations on a property broker that this Agreement cannot eliminate. This Section limits Pro Hauls’s contractual duties and allocates risk among the Parties. It is not a waiver of any duty Applicable Law does not permit a broker to waive, and it is not an admission that any particular duty exists in any jurisdiction. It is not an admission of negligence and not an assumption of a duty of care beyond commercially reasonable eligibility checks.

2.1.13 Permitted Materials; Prohibited Cargo; No Hazardous Fill

• (a)Permitted materials. Marketplace Jobs are limited to lawful construction and aggregate materials appropriate to tri-axle and similar dump equipment (for example, dirt, fill, sand, gravel, stone, millings, asphalt, concrete rubble, and similar non-hazardous construction materials) that the Customer has the legal right to move and to deposit at a lawful location. Dump dirt, aggregate, millings, and similar materials are allowed when lawful and as specified in the Job.
• (b)Prohibited Cargo. No User may post, accept, tender, transport, or dump on a Marketplace Job any of the following (“Prohibited Cargo”), except that item (i) (hazardous materials) is permitted only if Pro Hauls has expressly authorized that material in a writing that identifies the Job and the Operator, and the Operator holds all required endorsements, placards, equipment, and insurance: (i) hazardous materials or dangerous goods as defined by the U.S. Department of Transportation in 49 C.F.R. Parts 100–185 (or any successor), or any material that requires a hazardous-materials endorsement or placard; (ii) hazardous waste, hazardous substances, or similarly regulated material under CERCLA, RCRA, TSCA, the Clean Water Act, or any State analog; (iii) asbestos or asbestos-containing material, contaminated fill, lead-based paint debris that is regulated as such, polychlorinated biphenyls, radioactive material, biomedical or infectious waste, or explosives; (iv) petroleum in bulk, chemicals, drums of unknown contents, or liquids that are not ordinary non-hazardous construction slurry expressly identified on the Job and lawful to haul in the equipment used; (v) household goods as defined by FMCSA; (vi) firearms, ammunition, weapons, or explosives; (vii) illegal goods, stolen property, or contraband; (viii) municipal solid waste, putrescible garbage, sewage, or medical waste (lawful inert C&D debris is not “garbage” merely because it is waste from a jobsite, but it is Prohibited Cargo if it is mixed with household or putrescible waste or is required to go to a municipal-solid-waste landfill under Applicable Law and the Job does not identify a lawful facility); or (ix) any material the Operator is not authorized, equipped, or insured to haul.
• (c)Customer warrants the load. Customer warrants that every Job’s material type, origin, and intended dumpsite are accurately described; that the material is not Prohibited Cargo (unless item (i) is expressly authorized in writing as provided above); that Customer has all rights, tickets, manifests, and permissions required to remove the material from origin and to deposit it at the named dumpsite or receiving facility; and that Customer will not instruct an Operator to dump except at a location that is lawful for that material.
• (d)Operator must refuse. Operator shall inspect shipping papers, tickets, and the visible load to the extent consistent with dump operations and shall refuse any Job that is or reasonably appears to be Prohibited Cargo or that would require illegal dumping. Acceptance of a Job is Operator’s representation that the equipment and Driver are lawful for that material. Operator shall not mix loads, and shall not dump, spill, or abandon material at any place other than the destination specified for that Job (or a lawful alternate destination designated in the Platform or in writing by Customer and Pro Hauls).
• (e)Illegal dumping. “Illegal dumping” includes depositing material on a public right-of-way, vacant lot, waterway, unpermitted property, or any location that is not the Job’s lawful dumpsite or receiving facility. Operator and Customer are jointly and severally responsible, as between themselves and Pro Hauls, for illegal dumping arising from their respective acts or omissions. Pro Hauls is not the generator, arranger (except as a property broker of transportation), transporter, or disposer of the material as those terms are used in environmental law, and does not take title to cargo.
• (f)Indemnity. Each User who posts, tenders, hauls, or dumps Prohibited Cargo, or who directs or commits illegal dumping, shall defend, indemnify, and hold harmless the Pro Hauls Indemnified Parties from all resulting claims, fines, cleanup costs, response costs, natural-resource damages, and attorneys’ fees, whether under statute, common law, or contract.
• (g)Cancellation. Pro Hauls or the Operator may cancel a Job immediately, without cancellation-fee liability to the cancelling party, if the load is or is reasonably suspected to be Prohibited Cargo. Customer remains liable to Pro Hauls for the Customer Price and any accessorials reasonably incurred.

2.2 License

Subject to this Agreement, Pro Hauls grants you and your Authorized Account Users a limited, non-exclusive, non-transferable right to access the Services for your internal business purposes. You may not resell the Services in competition with Pro Hauls or sell Pro Hauls Services to others unless Pro Hauls authorizes it in writing.

2.3 Optional Modules

According to Role and any Order Form, Pro Hauls may offer optional software modules. Those modules, if offered, may include: (a) tools for Independent Operators to view and accept Jobs (including a Drive application); (b) tools for Customers to post Jobs and manage Marketplace activity; (c) fleet and dispatch tools a Customer may use for its own or independently hired trucks; (d) payment-processing functions described in Schedule E; (e) ticketing and scale-ticket software described in Schedule F; (f) ticket-image transcription described in Schedule G; (g) delivery-status sharing tools; and (h) reporting or analytics. Pro Hauls may add, change, or discontinue modules. A catalog name in an Order Form or in the Platform does not expand Pro Hauls’s role beyond Section 2.1 and does not make Pro Hauls a motor carrier or an employer of Drivers.

2.4 Authorized Account Users

If each additional Authorized Account User agrees to this Agreement, a Customer may extend access to Affiliates and their employees and contractors. The User that is party to this Agreement is responsible for all acts and omissions of its Authorized Account Users.

2.5 No Guarantee of Users, Acceptance, or Performance

Pro Hauls does not warrant the fitness, reliability, licensing, insurance, or skill of any User, Operator, or Driver. Pro Hauls does not guarantee that any Job you post will be accepted, that any Operator will be available, that an accepted Job will be completed, or that materials will be hauled safely or on time. Neither Operators nor Customers are guaranteed any volume of Jobs, any acceptance of posted work, any utilization, or any particular income or savings. As a property broker and as Platform operator, Pro Hauls may require Operators and Drivers to provide proof of insurance, a CDL Number, operating authority, and other documents as a condition of Marketplace access or of being offered a Job. Those requirements are eligibility and compliance conditions. They are not a representation or warranty that any Operator or Driver is fit, licensed, insured, authorized, or will perform. Section 2.1.12 further limits any duty with respect to Operator eligibility checks and selection, and states that those checks are not a warranty of safety.

2.6 User-Entered Information

Except for personal information handled under the Privacy Policy, Pro Hauls is not responsible for data that you or any other User enter into the Platform, including Job details and Private Fleet Haul details. Pro Hauls does not warrant the accuracy, completeness, or timeliness of User-entered data unless the Platform itself captured that data. You use the Platform at your own risk.

2.7 Extra Support

Training or extra technical help beyond ordinary Support may be purchased under an Order Form (“Additional Services”).

2.8 Marketplace Rates; Rate Engine

2.8.1 Who Sets Marketplace Rates

As between the Parties, Pro Hauls LLC — not User, Customer, Operator, Driver, or any other User — determines all marketplace prices, rates, fees, charges, accessorials, cancellation fees, and Operator compensation for Jobs posted, matched, offered, or fulfilled through the Marketplace (collectively, “Marketplace Rates”). Marketplace Rates include: (a) amounts charged to Customers (“Customer Price”); (b) amounts payable to Operators (“Operator Compensation”); and (c) Pro Hauls’s Service Fees, SaaS Fees, and any difference, margin, or spread between Customer Price and Operator Compensation (the “Platform Spread”). The Platform Spread is Pro Hauls’s earned compensation. It is not held in trust, is not a pass-through, and is not owed to any User.

2.8.2 Rate Engine

Pro Hauls may determine, quote, update, and display Marketplace Rates using proprietary software, data, rules, and algorithms, including artificial intelligence and machine-learning models (the “Rate Engine”). The Rate Engine may consider demand and supply; geography and lane; vehicle class (including tri-axle and other configurations); material type and quantity; distance; time of day, day of week, and season; weather; fuel; site conditions; User performance or reliability signals; regulatory or prevailing-wage constraints; and other factors Pro Hauls deems relevant. Pro Hauls may change Marketplace Rates dynamically, including after a Job is posted and before it is confirmed, and (where an Order Form or in-app confirmation so provides) after confirmation to correct error, fraud, or anomalous output as described in Section 2.8.6.

2.8.3 Users Do Not Set Marketplace Rates

Except as Pro Hauls may expressly enable in writing or in the Platform for a specifically identified feature (and then only to the limited extent enabled), Users shall not set, bid, negotiate, or bind Marketplace Rates. A Customer’s posting of a Job is a request for capacity, not an offer of a Customer-set haul rate. An Operator’s tap, click, or other indication of acceptance is an agreement to perform at the Marketplace Rates then displayed or confirmed by Pro Hauls, not a counter-offer of the Operator’s own rate. Any rate, quote, or “market” figure a User types into a free-text field, ticket, bill of lading, or off-platform message does not bind Pro Hauls and does not amend Marketplace Rates unless Pro Hauls expressly confirms it in an Order Form or in-app confirmation. The default rule is that there is no User rate-setting on the Marketplace.

2.8.4 Estimates and Confirmation

Rates, quotes, ranges, and ETAs shown in the Platform are estimates until Pro Hauls issues a confirmation (including an Order Form, in-app confirmation, or another method Pro Hauls designates). Until confirmation, Pro Hauls may withdraw, replace, or recalculate any estimate. After confirmation, the confirmed Marketplace Rates control that Job, subject to Section 2.8.6, documented accessorials, and any adjustment mechanism Pro Hauls publishes in the Platform.

2.8.5 Private Fleet Distinguished

This Section 2.8 governs the Marketplace (Schedules B and C). It does not require Pro Hauls to set pay between a Customer and that Customer’s Customer Fleet Vehicles or Hired Fleet Vehicles under Schedule A. Amounts a Customer enters for Private Fleet Hauls are solely between that Customer and its own Operators. Pro Hauls does not validate them. Those amounts are not Marketplace Rates and create no marketplace precedent.

2.8.6 Correction and Integrity

Pro Hauls may, in its sole discretion, adjust, suspend, cancel, reverse, or recalculate Marketplace Rates, quotes, invoices, or disbursements if Pro Hauls reasonably determines that a figure resulted from: (a) typographical, data, or mapping error; (b) fraud, abuse, collusion, or manipulation; (c) anomalous, degraded, or unintended Rate Engine output; (d) duplicate or incomplete Jobs; or (e) a threat to marketplace integrity, safety, or legal compliance. Pro Hauls will use commercially reasonable efforts to notify affected Users when practicable. Pro Hauls has no obligation to honor a displayed rate that it determines was erroneous.

2.8.7 No Third-Party Benchmark

Operators are paid solely under Pro Hauls’s then-current Operator Compensation rules and confirmed Marketplace Rates. Customers are charged solely under Pro Hauls’s then-current Customer Price rules, Order Forms, and confirmed Marketplace Rates. PRO HAULS HAS NO OBLIGATION TO PRICE-MATCH, MIRROR, OR BENCHMARK ANY THIRD-PARTY MARKETPLACE, LOAD BOARD, BROKER, OR APPLICATION. You shall not rely on any third party’s rates. Any such reliance is at your sole risk.

2.8.8 AI Pricing Disclaimer

THE RATE ENGINE AND ALL MARKETPLACE RATES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU ACKNOWLEDGE THAT ALGORITHMIC AND AI-GENERATED PRICING: (A) IS NOT A GUARANTEE OF PROFITABILITY, UTILIZATION, OR WAIT TIME FOR ANY OPERATOR; (B) IS NOT A GUARANTEE OF COST, SAVINGS, CAPACITY, OR ON-TIME PERFORMANCE FOR ANY CUSTOMER; (C) IS NOT A REPRESENTATION THAT ANY RATE REFLECTS “TRUE,” “FAIR,” OR COMPLETE MARKET VALUE, OR THAT AN OPERATOR WILL ACCEPT ANY JOB; (D) MAY CHANGE FREQUENTLY AND MAY DIFFER BY USER, LANE, TIME, VEHICLE, OR MATERIAL; AND (E) MAY CONTAIN ERRORS. PRO HAULS IS NOT A FIDUCIARY, ADVISOR, OR GUARANTOR TO ANY USER IN CONNECTION WITH PRICING. PRO HAULS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RATE ENGINE AND MARKETPLACE RATES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH MARKETPLACE RATES IS TO DECLINE THE APPLICABLE JOB AND/OR STOP USING THE MARKETPLACE.

2.8.9 Independent Contractor; No User Price Coordination

Nothing in this Section 2.8 makes any Operator an employee or agent of Pro Hauls, or gives Pro Hauls the right to control the manner, means, routes, or methods of transportation. Operators remain free to accept or reject Jobs. Marketplace Rates are Pro Hauls’s own prices for transactions arranged through the Platform. Users shall not agree among themselves to fix, raise, lower, or stabilize rates, and shall not use the Platform to coordinate pricing with other Users. Platform-determined Marketplace Rates do not equal control of transportation means or methods.

2.8.10 Order of Precedence on Rates

If this Section 2.8 conflicts with Schedule B or Schedule C on who sets Marketplace Rates, this Section 2.8 and the corresponding Marketplace Rate provisions in Schedules B and C control. Section 6, invoices, and Order Forms implement, but do not confer on any User the right to set, Marketplace Rates. An executed Order Form may state specific Customer Price or fee terms for a named Customer; it does not authorize that Customer to set Operator Compensation unless the Order Form expressly says so.

2.9 Roles and Schedule Conflicts

A User may have more than one Role. Additional terms in the attached Schedules apply according to Role. If a Schedule conflicts with the main body of this Agreement, the Schedule controls for the activity it governs, except that Section 2.1 controls on Pro Hauls’s role (technology platform and property broker; not a motor carrier; not an employer), except that Section 2.8 and the Marketplace Rate provisions of Schedules B and C control on who sets Marketplace Rates, and except that the main-body protective clauses in Sections 3 through 13 (including limitation of liability, indemnity, deactivation rights cross-referenced from Schedule C, payment dispute windows, independent-contractor status, and venue) are not displaced by a Schedule unless the Schedule expressly states that it overrides a named Section.

3.1 Platform Ownership

The Platform, Services, and all related software, technology, content, materials, Rate Engine, Usage Data, Feedback, Device Data as processed into Platform records, compilations, databases, schemas, logs, Marketplace Rates, and other Platform Data are and remain the exclusive property of Pro Hauls and its licensors. User Content submitted to or through the Platform is assigned to Pro Hauls under Section 3.3 (or licensed exclusively under the fallback in Section 3.3). You receive only the limited access right in Section 2.2 and the narrow license-back in Section 3.3. All other rights are reserved. Details of Platform Data ownership, assignment, carve-outs, and the license-back are in the Privacy Policy (including its Section 8).

3.2 Usage Data

Pro Hauls may collect, monitor, and analyze information about use of the Platform (“Usage Data”). Pro Hauls owns Usage Data. Pro Hauls may use, reproduce, and create derivative works from Usage Data for any lawful purpose, including operating and improving the Platform, developing new products, training, operating, and improving the Rate Engine and dispatch models, and creating aggregated or anonymized insights. Pro Hauls may publicly disclose aggregated or anonymized data that does not identify you or any individual.

3.3 User Content — Assignment; Fallback Exclusive License; Narrow License-Back

• (a)Definition. “User Data” or “User Content” means data, content, and materials that you or your Authorized Account Users submit to, generate on, or cause to be processed through the Platform — including Account and profile submissions, Job parameters, tickets and ticket images, photographs, chat and SMS content sent through a Pro Hauls program, Device Data generated in connection with a Job, and similar materials.
• (b)Assignment. As between you and Pro Hauls, Pro Hauls owns all Platform Data, including User Content once submitted to or processed through the Platform, Usage Data, the Rate Engine (including inputs used to produce rates, models, weights, outputs, Marketplace Rates, scores, and insights), compilations, databases, schemas, logs, de-identified and aggregated data, Feedback, and Device Data as processed into Platform records. By creating an Account, clicking to accept, signing an Order Form, or accessing or using the Platform, you assign to Pro Hauls LLC all right, title, and interest in and to User Content and data submitted to, generated on, or processed through the Platform, to the maximum extent permitted by Applicable Law.
• (c)Fallback exclusive license. Where Applicable Law does not permit assignment of a particular item, you instead grant Pro Hauls an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license that is the economic equivalent of ownership (including the rights to use, reproduce, modify, create derivative works from, commercialize, disclose, and retain that item) for any lawful purpose consistent with this Agreement and the Privacy Policy, including operating and improving the Platform and the internal Rate Engine.
• (d)Narrow license-back. Pro Hauls grants you a limited, non-exclusive, non-transferable, revocable license to access and export your own invoices, completed-jobs history, and tax records as displayed in the Account, solely for your own internal business and tax compliance. That license-back does not give you ownership of Platform Data, Rate Engine outputs, other Users’ data, compilations, or GPS/Device Data files as structured by Pro Hauls.
• (e)Compliance carve-outs; Privacy Policy. Pro Hauls does not claim title to a government-issued credential itself (for example, a CDL card as issued by the State); Pro Hauls owns its copy/record of the CDL Number and related eligibility file. This Section does not waive non-waivable rights under TIPA, CCPA/CPRA, FCRA, DPPA, or similar statutes where they actually apply. Further detail — including personal-information vs commercial-ownership language, deletion limits, and Job operational disclosures — is in the Privacy Policy, which is incorporated by reference. If this Agreement and the Privacy Policy conflict with respect to personal information, the Privacy Policy controls; on ownership and assignment of Platform Data and User Content, this Section 3.3 and Privacy Policy Section 8 are intended to be consistent.

3.4 Feedback Assignment

If you provide suggestions, ideas, enhancement requests, or other feedback about the Platform or Services (“Feedback”), Pro Hauls may use, disclose, reproduce, license, and otherwise exploit that Feedback without restriction, attribution, or compensation. You assign to Pro Hauls all right, title, and interest in and to the Feedback.

3.5 Electronic Communications; TCPA Consent

• (a)Operational messages. By creating an Account or providing a telephone number, email address, or other contact point, you expressly consent to receive communications from Pro Hauls, its Affiliates, and their service providers related to the Services. Those communications include calls, SMS, MMS, RCS, in-app messages, push notifications, and email, and may be sent using an automatic telephone dialing system (ATDS), a prerecorded or artificial voice, or similar technology. Operational and transactional messages include Job alerts, dispatch and status notices, payment and invoice notices, security alerts, and similar service messages. Consent to operational messages is a condition of using the Platform. Opting out of operational messages may limit or prevent use of the Services.
• (b)Marketing messages. Separately, you may consent to marketing or promotional messages. Marketing consent is not a condition of creating an Account or of using the Platform. You may opt out of marketing as described in the applicable notices, by contacting support@prohauls.co, or by following the instructions in the message.
• (c)STOP / HELP. For SMS, MMS, or RCS, you may text STOP to opt out of a message program or HELP for help. Message and data rates may apply. Message frequency varies.
• (d)Number warranty; number-change indemnity. You warrant that each number you provide is a number for which you are the subscriber or customary user, or that you are authorized to consent on the subscriber’s behalf. You shall promptly notify Pro Hauls if you change, reassign, or relinquish a number. You shall defend, indemnify, and hold harmless the Pro Hauls Indemnified Parties from claims (including claims under the Telephone Consumer Protection Act, state mini-TCPA statutes, and similar laws) arising from a number you provided that is not yours, from your failure to notify Pro Hauls of a number change, or from communications sent to a number you designated.

3.6 Reservation of Rights

Pro Hauls reserves all rights not expressly granted.

3.7 Device Data; Telematics; GPS

Operator, Driver, and Customer acknowledge that location, telematics, GPS, electronic logging device, device, timestamp, photograph, and similar operational data generated by or submitted through the Platform or a connected device (“Device Data”) are collected, used, stored, reproduced, and processed by Pro Hauls for providing the Services, safety and eligibility, billing, dispute resolution, and operating, training, and improving the Rate Engine (including in aggregated or de-identified form). Device Data submitted to or processed through the Platform is User Content under Section 3.3 and, as processed into Platform records, is Platform Data that Pro Hauls owns. Device Data is also Usage Data to the extent Section 3.2 applies. Platform records of Device Data are evidence under Section 13.12. To the extent any residual interest remains with User before assignment or the fallback license in Section 3.3 runs, User grants the licenses stated in Section 3.3 for Device Data. This Section does not make Pro Hauls the operator of the vehicle or the employer of the Driver.

4.1 Responsibility

You are solely responsible for all activity under your Account and for the acts and omissions of your Authorized Account Users. An act or omission by an Authorized Account User that would be a breach if you committed it is a breach by you. You shall ensure Authorized Account Users know and follow this Agreement.

4.2 Prohibited Conduct

You shall not, and shall not permit any Authorized Account User or third party to: (a) copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas of the Platform or Services; (b) rent, lease, lend, sell, sublicense, distribute, or otherwise make the Platform or Services available to any third party except as expressly permitted; (c) remove, alter, or obscure proprietary notices; (d) use the Platform or Services in any manner that infringes, misappropriates, or violates any intellectual property, privacy, or other rights of any person, or that violates Applicable Law; (e) use the Platform or Services to harass, threaten, defame, or cause harm to any person or property; (f) attempt to gain unauthorized access to the Platform, other Users’ accounts, or related systems; (g) interfere with or disrupt the integrity or performance of the Platform or data in it; (h) use any robot, spider, scraper, crawler, or other automated means to access the Platform without Pro Hauls’s express written permission; (i) scrape, harvest, mine, copy, or systematically export Platform data, Job listings, Operator or Customer information, Marketplace Rates, completed-jobs data, or other Platform content; (j) use Platform data, listings, or Marketplace Rates to feed, train, populate, or operate a competing marketplace, load board, broker tool, or similar service; (k) screenshot, screen-record, or otherwise capture Platform screens for the purpose of scraping, republication, competitive use, or bulk export (ordinary operational screenshots reasonably needed to document a single Job for your own records are permitted); or (l) use the Platform or Services for any unlawful, fraudulent, or abusive purpose; or (m) use Platform data, Marketplace Rates, User Data, Device Data, completed-jobs data, or other Platform content to train a publicly available generative artificial-intelligence or machine-learning model, or to build a competing load board or broker tool, without Pro Hauls’s prior written permission. Nothing in subsection (m) restricts Pro Hauls’s internal use of Usage Data, User Data, and Device Data to operate, train, and improve the Rate Engine and the Platform as provided in Sections 3.2, 3.3, and 3.7.

4.3 Account Accuracy and Security

You shall keep Account information accurate, complete, and current. You are responsible for credentials and for all activity under your Account. You shall promptly notify Pro Hauls of unauthorized access or a security breach. Pro Hauls may suspend or terminate access for inaccurate information or security violations.

4.3.1 Payment Instructions; Factoring; Account Takeover; Chargebacks

• (a) You are responsible for all activity under your Account, including activity by a person who obtained credentials with or without your permission, until you have notified Pro Hauls of a compromise and Pro Hauls has had a reasonable opportunity to lock the Account.
• (b)Dual-control. Pro Hauls may refuse, delay, or reverse a change to bank routing, beneficiary name, factoring assignment, ACH payee, or other payment instruction until it has confirmed the change by a dual-control method it designates, which may include a callback to a previously verified telephone number or an in-app confirmation by an authorized user. Pro Hauls is not liable for a payment or instruction that it reasonably believed authentic, including a payment sent to the account then on file if you failed to maintain that account, if your email or phone was taken over, or if a person appearing to have authority submitted the instruction.
• (c) Factoring or assignment of Operator Compensation is not effective against Pro Hauls unless Pro Hauls has accepted a written notice of assignment in the form it specifies. Payment to the Operator or to a previously accepted factor discharges Pro Hauls.
• (d) Chargebacks, ACH returns, and claimed unauthorized transactions on a Customer payment method are Customer’s risk. Pro Hauls may pass through processor fees, reverse Operator Compensation (or set off under Section 6.8), suspend the Account, and recover collection costs under Section 6.2. An unwarranted chargeback is a material breach. If a processor returns funds to a Customer after Pro Hauls has paid an Operator, Customer shall immediately restore those funds; Operator shall return a duplicate if requested.
• (e) Pro Hauls may delay disbursement if it reasonably suspects fraud, mule accounts, synthetic identity, circular invoicing, or double brokerage. Suspicion of fraud is independently a deactivation ground under Section C.1.12.

4.4 Legal Compliance

You shall comply with Applicable Law in connection with the Platform and Services, including laws on transportation, motor carriers, property brokers, cargo, data privacy, and employment.

4.5 Verification

Pro Hauls may require documentation verifying identity, authority, licenses, insurance, or other credentials at any time. Failure to provide satisfactory documentation may result in suspension or termination.

4.6 Ratings and Complaints

Ratings, reviews, complaints, “bad experience” reports, and similar feedback are collected for Pro Hauls’s internal use. They create no duty to any Operator, Driver, or Customer. Pro Hauls may rely on them without independent verification, investigation, or opportunity to respond. Pro Hauls has no obligation to disclose a rating, complaint, or the identity of a complainant.

4.7 Sanctions; Export; OFAC

User warrants, on a continuing basis, that neither User nor any person that owns or controls User is: (a) identified on the U.S. Treasury Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List (the SDN List), the Entity List, or any similar restricted-party list; (b) located, organized, or resident in a comprehensively sanctioned jurisdiction; or (c) owned or controlled by, or acting for, a blocked or restricted person. User shall not use the Platform to arrange, haul, pay, or receive payment for the benefit of a blocked person, or in violation of U.S. export, sanctions, or anti-boycott law. Pro Hauls may freeze Accounts, withhold or delay funds, refuse Jobs, and terminate this Agreement without liability if it reasonably believes a sanctions, export, or similar restriction applies. User shall promptly provide information reasonably requested for screening.

4.8 Limited Non-Solicitation

User shall not, for twelve (12) months after User’s last use of the Platform, solicit or divert a Customer or Operator that User first identified through the Platform, for off-platform hauls of the kind offered on the Marketplace. This Section does not bar a pre-existing business relationship that User can document as existing before User first identified that person through the Platform. Section C.3.6 (Operator no-circumvention) and Section B.4.9 (Customer no-circumvention) remain in force and are independent of this Section.

5.1 Term

This Agreement becomes effective when you accept it and continues until terminated under this Section 5.

5.2 Suspension

Pro Hauls may, at any time and without prior notice, suspend or disable your (and any Authorized Account User’s) access to the Services, in whole or in part, if: (a) Pro Hauls reasonably believes you have breached or are about to breach this Agreement or Applicable Law; (b) you fail to maintain required insurance or to provide current certificates; (c) your account is past due; (d) Pro Hauls determines that continued access poses a risk to the Platform, other Users, or Pro Hauls’s legal or regulatory compliance; or (e) for any other reason in Pro Hauls’s sole but reasonable discretion. Pro Hauls will use commercially reasonable efforts to provide notice of suspension when practicable, but failure to provide notice does not limit Pro Hauls’s rights. Suspension does not relieve you of payment or other obligations. Pro Hauls may reinstate access upon cure, in its sole discretion. Pro Hauls may refuse or permanently terminate access for any reason not prohibited by Applicable Law.

For Operators and Drivers accessing the Marketplace or Drive, Pro Hauls’s additional rights to suspend, deactivate, restrict, or permanently remove access, including with or without cause, are set forth in Schedule C Section C.1.12. This Section 5.2 does not limit those rights, require cause where Schedule C does not, or impose investigation, disclosure, or appeal obligations. If this Section 5.2 conflicts with Schedule C Section C.1.12 as to Operator or Driver access to the Marketplace, Drive, or Platform, Schedule C Section C.1.12 controls.

5.3 Termination

Either Party may terminate this Agreement: (i) for the other Party’s material breach, if the breach remains uncured for thirty (30) days after written notice (or immediately if the breach is incapable of cure); or (ii) immediately upon the other Party’s insolvency, bankruptcy, assignment for the benefit of creditors, or similar event. In addition, Pro Hauls may terminate this Agreement or any Order Form immediately (or on shorter notice) if: (a) you fail to pay any amount when due and the failure continues for more than ten (10) days after notice; (b) you fail to maintain required insurance; (c) you engage in conduct that Pro Hauls reasonably determines poses a material risk to the Platform, other Users, or Pro Hauls’s reputation or legal compliance; or (d) required by Applicable Law or governmental authority.

5.4 Effect of Termination; Survival

Upon termination or expiration: (a) all rights and access granted to you immediately cease; (b) you shall immediately pay all outstanding amounts owed to Pro Hauls; (c) any Order Form may survive or terminate as provided in that Order Form; and (d) the following survive: Sections 2.1 (including 2.1.12 and 2.1.13), 3 (including 3.5 and 3.7), 4.3.1, 4.7, 4.8, 6, 8, 9 (including 9.4), 10, 11, and 13 (including 13.14, 13.15, and 13.16), Schedule C Sections C.1.12, C.1.13, C.3 (including C.3.6), C.5.3.1, and C.9, and any other provisions that by their nature should survive. Termination of an individual Order Form does not terminate this Agreement unless the Order Form says so. If this Section 5 conflicts with an Order Form, the Order Form controls solely as to that Order Form.

Suspension, deactivation, restriction, or removal is not employment action and does not alter independent-contractor status.

6.1 Amounts Due

You shall pay all Service Fees, SaaS Fees, Customer Price, and other charges stated in the applicable Order Form(s), Schedule(s), and invoices. Marketplace amounts (including Customer Price, Operator Compensation, Service Fees, SaaS Fees, and the Platform Spread) are determined by Pro Hauls under Section 2.8; User input does not set Marketplace Rates. Fees that do not commence on the first day of a billing period are prorated. Amounts are due as stated in the Order Form or invoice or, if none is stated, within fifteen (15) days of the invoice date. You authorize Pro Hauls to charge any payment method on file.

6.2 Collection

Pro Hauls may use third-party collection agencies or other commercially reasonable means to collect past-due amounts. You shall pay all costs of collection, including reasonable attorneys’ fees, collection-agency fees, and court costs, to collect unpaid Customer Price, Service Fees, SaaS Fees, and other amounts you owe. Pro Hauls may immediately suspend or terminate access for past-due amounts.

6.3 Invoice Disputes

You must notify Pro Hauls in writing (email to support@prohauls.co or another address Pro Hauls designates) of any disputed invoice amount within forty-eight (48) hours of the invoice date or delivery. You may withhold only the specific amounts that are timely and properly disputed. Undisputed amounts remain due. The Parties shall use commercially reasonable efforts to resolve disputes promptly. Failure to dispute an invoice within the 48-hour period constitutes acceptance of the invoice as correct and final.

6.4 Late Interest

Any undisputed amounts not paid when due bear interest at eighteen percent (18%) per annum or the maximum rate permitted by Applicable Law, whichever is lower, calculated from the due date until Pro Hauls receives clear funds. Interest accrues daily.

6.5 Taxes

All fees are exclusive of taxes. You are solely responsible for: (a) sales, use, excise, value-added, goods-and-services, and similar taxes, duties, and charges on the Services or on amounts payable under this Agreement (excluding taxes based solely on Pro Hauls’s net income); (b) tax registration, reporting, and remittance arising from your own business and income; and (c) providing accurate tax information (including Form W-9 or equivalent) upon request. Failure to provide required tax information may result in withholding, delayed payments, or suspension. If Pro Hauls is required to collect and remit taxes, those amounts will be added to the invoice and paid by you.

6.6 Order Form Priority

If this Section 6 conflicts with payment or commercial terms of an executed Order Form, the Order Form controls solely as to the fees, payment schedule, and commercial terms stated in that Order Form.

6.7 No Refunds

Except as this Agreement or an Order Form expressly provides, all fees are non-refundable.

6.8 Setoff

Pro Hauls may set off any amount it owes an Operator (including Operator Compensation) against any amount that Operator owes Pro Hauls, including fees, chargebacks, overpayments, indemnified losses, and damages arising from a Job or from breach of this Agreement. Pro Hauls may also set off amounts payable to a Customer against amounts that Customer owes Pro Hauls. Chargebacks, ACH returns, factoring notices, and account-takeover risk are allocated under Section 4.3.1.

7.1 Limited Performance Warranty

Pro Hauls warrants that it will provide the Platform and Services in a professional and workmanlike manner consistent with generally accepted industry standards. Your sole and exclusive remedy, and Pro Hauls’s entire liability, for breach of this limited warranty is re-performance of the affected Services or, at Pro Hauls’s option, a refund of the fees paid for the non-conforming Services during the period of non-conformance.

7.2 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.1, THE PLATFORM, SERVICES, RATE ENGINE, MARKETPLACE RATES, AND ALL CONTENT, DATA, AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRO HAULS AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, PRO HAULS MAKES NO WARRANTY THAT: (a) the Platform or Services will meet your requirements or expectations; (b) the Platform or Services will be uninterrupted, timely, secure, error-free, or free of harmful code; (c) results obtained from use will be accurate, complete, or reliable; (d) any data, content, Job information, rates (including Marketplace Rates and Rate Engine output), tickets, or other materials provided by Users or third parties will be accurate, complete, or lawful; or (e) any defects will be corrected. Pro Hauls does not warrant or guarantee that any Job will be accepted, performed, or completed, or that any cargo will be transported safely or on time. Eligibility checks, credential collection, ranking, and Marketplace offering described in Section 2.1.12 are not a warranty of Operator or Driver safety, fitness, or performance. You assume all risk arising from use of the Platform and Services and from any transactions facilitated through the Platform.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• (a)Liability Cap. EXCEPT FOR (i) USER’S INDEMNIFICATION OBLIGATIONS, (ii) USER’S PAYMENT OBLIGATIONS, (iii) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (iv) EITHER PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (v) ANY OTHER LIABILITY THAT CANNOT BE LIMITED BY LAW, IN NO EVENT WILL PRO HAULS’S (OR ITS AFFILIATES’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL SERVICE FEES ACTUALLY PAID BY USER TO PRO HAULS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• (b)Exclusion of Consequential and Related Damages. IN NO EVENT WILL PRO HAULS OR ITS AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PRO HAULS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND EVEN IF A LIMITED REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
• (c)Application. The limitations and exclusions in this Section 8 apply even if any limited remedy fails of its essential purpose and form an essential basis of the bargain between the Parties. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, Pro Hauls’s liability will be limited to the maximum extent permitted by law.

9.1 Pro Hauls Intellectual Property Indemnity

Pro Hauls shall defend you against any third-party claim alleging that the Services, as provided by Pro Hauls and used by you in accordance with this Agreement, infringe any United States patent, trademark, or copyright of a third party (“IP Claim”), and will indemnify and hold you harmless from damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) finally awarded by a court or included in a settlement approved by Pro Hauls, to the extent based on that IP Claim, provided that: (a) you promptly notify Pro Hauls in writing; (b) Pro Hauls has sole control of defense and settlement; and (c) you provide reasonable cooperation (at Pro Hauls’s expense). If the Services become, or in Pro Hauls’s opinion are likely to become, the subject of an IP Claim, Pro Hauls may, at its sole option and expense: (i) procure the right for you to continue using the Services; (ii) replace or modify the Services so they are non-infringing (without material loss of functionality); or (iii) terminate access to the affected Services and refund any prepaid, unused fees for the terminated portion. Pro Hauls has no obligation under this Section 9.1 to the extent the IP Claim arises from: (a) modification of the Services by anyone other than Pro Hauls; (b) combination of the Services with software, hardware, or services not provided by Pro Hauls; (c) your misuse of the Services or breach of this Agreement; (d) use of other than the most current version made available to you; or (e) compliance with designs, specifications, or instructions you provided. THE FOREGOING STATES PRO HAULS’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

9.2 User Indemnity

You shall defend, indemnify, and hold harmless Pro Hauls, its Affiliates, and their respective officers, directors, employees, agents, and Customer(s) from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your access to or use of the Platform or Services; (b) any Job, cargo, or transportation services facilitated through the Platform; (c) any personal injury (including death) or property damage caused by you, your Authorized Account Users, Drivers, vehicles, or equipment; (d) your breach of this Agreement or violation of Applicable Law; (e) any claim by a third party arising from your acts or omissions; or (f) any allegation that content, data, or materials you provided infringe or misappropriate the rights of a third party; or (g) any claim of negligent selection, negligent hiring, negligent retention, negligent ranking, or similar theory arising out of or related to your acts or omissions, vehicles, Drivers, cargo, jobsites, or (as to an Operator) performance of a Job, as further allocated in Section 2.1.12. Your obligations under this Section 9.2 are independent of, and in addition to, any indemnification obligations in the Schedules (including Schedule C) and in Sections 2.1.12, 2.1.13, and 9.4.

9.3 Operator Indemnity

Operator shall defend, indemnify, and hold harmless Pro Hauls, its Affiliates, the applicable Customer(s), and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Operator’s performance of, or failure to perform, any Job or other obligations under Schedule C or this Agreement; (b) any breach of Schedule C or this Agreement by Operator, its employees, agents, or independent contractors; (c) any personal injury (including death) or property damage caused by Operator, its Drivers, employees, agents, independent contractors, vehicles, or equipment; (d) Operator’s possession, use, maintenance, custody, loading, unloading, or operation of any vehicle or equipment in connection with Services under this Agreement; (e) any claim by a third party arising from the acts or omissions of Operator or its personnel; (f) any violation of Applicable Law by Operator or its personnel; or (g) any subcontracting or use of third parties in violation of Schedule C; or (h) any claim of negligent selection, negligent hiring, negligent retention, or similar theory arising out of Operator’s performance of a Job or Operator’s vehicles, Drivers, or equipment. Operator hereby expressly waives any and all protections under Applicable Law, including but not limited to the exclusive-remedy provisions of any workers’ compensation statute or similar law, to the extent necessary to give full effect to the indemnification obligations in this Section 9.3. Operator’s indemnification obligations under this Section are in addition to, and do not limit, any indemnification obligations of User under the main body of this Agreement.

9.4 Environmental Matters

Each User shall defend, indemnify, and hold harmless the Pro Hauls Indemnified Parties from and against all claims, fines, response costs, remediation costs, natural-resource damages, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) a spill, leak, blow-off, tracking, or release of material from that User’s vehicle or from cargo that User tendered or hauled; (b) contamination of soil, groundwater, stormwater, a vehicle, a dumpsite, or a third party’s property; (c) Prohibited Cargo or illegal dumping; (d) washout of a dump body at a location that is not a lawful washout facility; or (e) any allegation that Pro Hauls is a generator, arranger, transporter, or disposer under CERCLA, RCRA, or any State analog by reason of operating the Platform or acting as a property broker, to the extent such arranger-type theories may be allocated by contract. This Section 9.4 is in addition to Sections 9.2 and 9.3 and survives termination.

10.1 Confidentiality

Each Party may receive Confidential Information of the other Party. “Confidential Information” means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential, including business plans, technical information, pricing, customer data, and the terms of this Agreement. The receiving Party shall: (a) use Confidential Information only to perform obligations or exercise rights under this Agreement; (b) protect it using at least the same degree of care it uses for its own similar information (and no less than reasonable care); and (c) not disclose it to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was rightfully known to the receiving Party before disclosure; (iii) is independently developed without use of the disclosing Party’s Confidential Information; or (iv) is rightfully received from a third party without confidentiality restrictions. A Party may disclose Confidential Information if required by law or court order, provided it gives the other Party prior notice (to the extent legally permitted) and reasonable assistance in seeking a protective order. Upon termination or request, the receiving Party shall return or destroy the other Party’s Confidential Information, except for copies retained for legal or archival purposes under continuing confidentiality obligations. The obligations in this Section 10.1 survive termination for three (3) years (or longer for trade secrets).

10.2 Privacy

Pro Hauls’s collection, use, and disclosure of personal information is governed by the Privacy Policy (and California Privacy Notice, if applicable), which is incorporated by reference. Pro Hauls may update the Privacy Policy from time to time. If this Agreement and the Privacy Policy conflict with respect to personal information, the Privacy Policy controls. The Privacy Policy is available at https://www.prohauls.co/privacy-policy.

10.3 Publicity

You grant Pro Hauls a non-exclusive, royalty-free right to use your name, logo, and trademarks solely to identify you as a customer of Pro Hauls in marketing materials, on Pro Hauls’s website (https://www.prohauls.co), and in customer lists. Pro Hauls shall comply with any reasonable trademark usage guidelines you provide. You may revoke this right at any time by written notice, after which Pro Hauls shall cease new uses (existing materials may be exhausted). Neither Party shall issue a press release about this Agreement without the other Party’s prior written consent, except that Pro Hauls may reference you as a customer as described above.

11.1 Relationship

The relationship between the Parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between Pro Hauls and you (or between Pro Hauls and any Operator, Driver, or Customer). Suspension, deactivation, restriction, or removal of Platform access is not employment action and does not alter the independent-contractor relationship. Neither Party has authority to bind the other, to incur any obligation on the other’s behalf, or to represent itself as an agent, employee, or representative of the other.

11.2 No Control Over Transportation; Not a Carrier; Broker Status Does Not Create Employment

Pro Hauls does not provide motor-carrier transportation and does not control the manner, means, routes, or methods by which any Operator or Driver performs transportation. Operators and Drivers are independent contractors of their own businesses (and, as to a Job, may have a contract with the Customer as described in Schedules B and C), not employees of Pro Hauls. You acknowledge that Pro Hauls is not a motor carrier, does not employ Drivers or Operators, and does not itself perform transportation. Pro Hauls’s role as a property broker (including the Broker Authority described in Section 2.1) does not make Operators or Drivers employees, partners, or agents of Pro Hauls. Platform-determined Marketplace Rates, Job matching, credential checks, insurance requirements, invoicing, and remittance of Operator Compensation do not constitute control of transportation means or methods. Collecting or verifying a CDL Number does not create employment or control of means.

11.3 Misclassification Indemnity

You shall defend, indemnify, and hold Pro Hauls harmless from and against any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of any allegation that Pro Hauls is an employer, joint employer, or principal of you, any Authorized Account User, Operator, Driver, or other personnel, or any claim of misclassification, employment, or agency related to use of the Platform.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed as follows (or to such other address as a Party designates by Notice).

Notices to Pro Hauls LLC:

Pro Hauls LLC
Attn: Legal / Contract Management
302 Orlando Ave, Nashville, TN 37209

Email: contracts@prohauls.co (or such other email as Pro Hauls designates)

Notices to User:

To the email address and/or physical address associated with your Account. Notices sent by email are deemed given on the date of transmission (if sent during the recipient’s normal business hours) or on the next business day (if sent outside normal business hours). Notices sent by overnight courier are deemed given on the next business day after deposit. Notices sent by certified or registered mail are deemed given three (3) business days after mailing. Pro Hauls may also provide operational or service-related notices through the Platform, in-app messages, or SMS/RCS, which are effective upon posting or sending.

13.1 Governing Law and Venue

This Agreement is a commercial, business-to-business contract. User is not a “consumer” for purposes of the Tennessee Consumer Protection Act, Tenn. Code Ann. § 47-18-101 et seq., to the extent that statute can be inapplicable to this transaction. This Agreement is governed by the laws of the State of Tennessee, without regard to conflict-of-laws principles. Subject to Section 13.15 (Binding Arbitration; Class-Action Waiver), any dispute, claim, or cause of action arising out of or relating to this Agreement or the Services that is not required to be arbitrated, or that this Agreement permits to be brought in court — including actions Pro Hauls brings for injunctive or other equitable relief or to collect unpaid amounts under Section 13.15(d) — shall be brought exclusively in the state or federal courts located in Davidson County, Tennessee (Nashville) or Robertson County, Tennessee. No such action may be brought in any other state. Each Party consents to personal jurisdiction and exclusive venue in those Tennessee courts and irrevocably waives any objection to venue or claim of inconvenient forum. To the extent a claim proceeds in court, the jury waiver in Section 13.15(f) applies.

13.2 Assignment

You may not assign or transfer this Agreement, in whole or in part, without Pro Hauls’s prior written consent. Any attempted assignment in violation of this section is void. Pro Hauls may assign this Agreement without your consent to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. This Agreement binds and benefits the Parties and their permitted successors and assigns.

13.3 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent.

13.4 Waiver

Failure to enforce any provision is not a waiver of the right to enforce that provision or any other provision later. Any waiver must be in writing and signed by the waiving Party.

13.5 Entire Agreement

This Agreement (including all applicable Schedules, Order Forms, and the Privacy Policy) is the entire agreement between the Parties on the subject matter and supersedes all prior or contemporaneous agreements, proposals, understandings, and representations, whether written or oral. No terms on any purchase order, bill of lading, dock receipt, or other document you issue modify or add to this Agreement unless Pro Hauls expressly accepts them in writing.

13.6 Force Majeure

Neither Party is liable for failure or delay in performing obligations under this Agreement (other than payment obligations) if the failure or delay results from circumstances beyond that Party’s reasonable control, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riot; civil unrest; government actions, orders, or embargoes; labor disputes or strikes (excluding those involving the affected Party’s own employees); utility or telecommunications failures; cyberattacks not caused by the affected Party’s negligence; and, specifically with respect to transportation, severe weather that renders roads impassable, site-access restrictions imposed by the Customer or property owner, material shortages not caused by the Operator, or emergency road closures. The affected Party shall give prompt written notice and shall use commercially reasonable efforts to mitigate and resume performance. If a force-majeure event continues for more than thirty (30) consecutive days, either Party may terminate the affected Order Form or Job without liability (except for accrued payment obligations).

13.7 Changes to this Agreement

Pro Hauls may amend this Agreement from time to time by posting the updated version on the Platform or by providing notice to you in accordance with Section 12. The updated Agreement becomes effective on the date stated in the notice or posting. Your continued access to or use of the Platform or Services after the effective date constitutes acceptance of the amended Agreement. If you do not agree to the changes, your sole remedy is to stop using the Services and terminate this Agreement.

13.8 Authority

Each Party represents that the individual accepting this Agreement has legal authority to bind that Party.

13.9 Electronic Acceptance

This Agreement may be accepted electronically (including by clicking “Accept” or similar means). Electronic acceptance has the same legal effect as a handwritten signature.

13.10 Time Limit on Claims

To the extent permitted by Applicable Law, you must bring any claim or cause of action against Pro Hauls, whether in arbitration or in court, within one (1) year after it accrues. After that period, the claim is waived. This Section 13.10 does not extend any shorter period stated elsewhere in this Agreement (including the 48-hour invoice-dispute window).

13.11 Injunctive Relief

You acknowledge that unauthorized use of the Platform, infringement of Pro Hauls’s intellectual property, or breach of confidentiality or Section 4.2 may cause irreparable harm for which money damages would be inadequate. Pro Hauls is entitled to seek injunctive or other equitable relief to protect its intellectual property, Confidential Information, and the Platform, without posting a bond or other security to the extent permitted by Applicable Law, and without limiting other remedies.

13.12 Platform Records as Evidence

Platform records — including GPS data, timestamps, photographs, tickets, in-app acceptances, Rate Engine displays, invoices, remittance reports, and completed-jobs data — are rebuttable presumptions of what occurred, absent manifest error. You may rebut a record only with clear and convincing evidence of manifest error. Pro Hauls has no duty to preserve records beyond its ordinary retention practices and Applicable Law.

13.13 No Third-Party Beneficiaries

This Agreement does not confer rights on any person other than the Parties, except where Pro Hauls expressly says otherwise. Without limiting the foregoing, a Customer is an intended third-party beneficiary of an Operator’s insurance, indemnity, and related obligations under Schedule C (and main-body Section 9.3) and may enforce those provisions directly against the Operator. Independent Operators are not third-party beneficiaries of Pro Hauls’s arrangements with Customers except as this Agreement expressly states.

13.14 Contract Carriage; Waiver of Certain Title 49 Rights

Pursuant to 49 U.S.C. § 14101(b), to the extent that statute applies to a Party’s performance, the Parties waive any rights or remedies under Part B of Subtitle IV of Title 49 of the United States Code that conflict with this Agreement, except rights or remedies that § 14101(b) does not permit to be waived. Without limiting the foregoing, Operator waives, as between Operator and Pro Hauls only, any right to inspect Pro Hauls’s broker records under 49 C.F.R. § 371.10 that conflicts with this Agreement, to the extent permitted. This waiver does not limit FMCSA’s or any other governmental authority’s rights, does not make Pro Hauls a motor carrier, and does not reduce Operator’s Carmack obligations as motor carrier except as this Agreement lawfully provides.

13.15 Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. It affects how disputes with Pro Hauls are resolved. This Section 13.15 is a commercial arbitration agreement between businesses. It is not a consumer-arbitration clause. User is not a “consumer” for purposes of the Tennessee Consumer Protection Act, Tenn. Code Ann. § 47-18-101 et seq., or any similar consumer-protection statute, to the extent those statutes can be inapplicable to this commercial transaction.

• (a)Informal resolution. Before commencing arbitration, the claimant shall send a written Notice under Section 12 describing the dispute in reasonable detail and shall wait thirty (30) days while the Parties attempt a business resolution.
• (b)Binding individual arbitration. Subject to subsections (d), (e), and (h), any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, the Services, or any Job — including the existence, scope, or enforceability of this Section 13.15, except as subsection (g) provides — shall be resolved by confidential, binding, individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The seat of arbitration is Nashville, Davidson County, Tennessee. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award only relief that a court could award to the individual claimant, and only consistent with Section 8. There is no right to consolidated, class, collective, or representative arbitration.
• (c)Class-action waiver; individual claims only. YOU AND PRO HAULS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. The arbitrator may not preside over any form of class, collective, consolidated, or representative proceeding. If this subsection (c) is held unenforceable as to a particular claim, that class, collective, consolidated, or representative claim (and only that claim) may proceed in court under Section 13.1, and this Section 13.15 remains in force as to all individual claims. Arbitration of individual claims still stands if possible.
• (d)Carve-outs.
• (i)Injunctive relief and collection. Pro Hauls may bring an action in the courts specified in Section 13.1 for injunctive or other equitable relief to protect intellectual property, Confidential Information, or the Platform, or to stop scraping or other prohibited conduct under Section 4.2, and to collect unpaid Customer Price, Service Fees, SaaS Fees, invoices, or similar amounts, including setoff and collection.
• (ii)Small claims. Either Party may bring an individual action in small-claims court in Davidson County or Robertson County, Tennessee, if the claim is within that court’s monetary and subject-matter limits. Small-claims actions are still subject to the exclusive Tennessee venue in Section 13.1.
• (iii)Carmack cargo claims against Operator. A Cargo Claim by a Customer (or cargo owner) against the Operator as motor carrier under the Carmack Amendment, 49 U.S.C. § 14706, and the claims procedure in 49 C.F.R. Part 370, is not required to be arbitrated under this Section 13.15. Those claims remain with that statutory scheme as stated in Section C.9.2. This subsection does not expand Pro Hauls’s cargo liability, does not make Pro Hauls a motor carrier, and does not require Pro Hauls to arbitrate (or to be a party to) a Carmack cargo claim against the Operator.
• (e)Third-party actions. If Pro Hauls is sued in any court by a third party (including a personal-injury or cargo claimant) arising from a Job, Operator and Customer consent to jurisdiction in that court for indemnity and contribution claims arising from the same Job.
• (f)Jury trial. TO THE EXTENT A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND PRO HAULS EACH WAIVE ANY RIGHT TO A JURY TRIAL to the maximum extent permitted by Applicable Law.
• (g)Delegation. Disputes about the existence, scope, or enforceability of this Section 13.15 are for the arbitrator, except that a court may decide the enforceability of subsection (c) (class-action waiver).
• (h)Opt-out. User may opt out of this Section 13.15 by sending written notice to Pro Hauls LLC, Attn: Legal / Arbitration Opt-Out, 302 Orlando Ave, Nashville, TN 37209, postmarked or delivered within thirty (30) days after User first accepts this Agreement (or, if later, within thirty (30) days after Pro Hauls first posts a version of this Agreement that contains this Section 13.15). The notice must include the Account name, the name of the person with authority to bind User, and a clear statement that User opts out of arbitration. Opting out of this Section 13.15 does not affect any other provision of this Agreement, including Section 13.1. If User timely opts out, disputes will be resolved in court under Section 13.1, and the jury waiver in subsection (f) still applies to the extent permitted.
• (i)Survival; severability. This Section 13.15 survives termination. If any part of this Section other than subsection (c) is held unenforceable, the remainder remains in effect. If subsection (c) is held unenforceable, it severs as provided in subsection (c), and arbitration of individual claims still stands if possible.

13.16 Attorneys’ Fees

If User breaches this Agreement, User shall pay Pro Hauls’s reasonable attorneys’ fees, costs, and expenses incurred in enforcing this Agreement or in collecting amounts due, whether in arbitration, court, or otherwise. This Section 13.16 is in addition to Section 6.2 (collection). It is not a mutual prevailing-party clause. User is not entitled to recover attorneys’ fees from Pro Hauls under this Section.

This Schedule A applies to a Customer that uses the Platform as software to manage the Customer’s own trucks or trucks the Customer has hired under a direct contract, without using the Marketplace to match Independent Operators. Under this Schedule, the Customer may: (i) create Private Fleet Hauls; (ii) monitor and review those hauls; and (iii) assign work to Customer Fleet Vehicles and Hired Fleet Vehicles.

A.1 Pro Hauls’s Limited Role

For activities under this Schedule, Pro Hauls’s responsibility is limited to providing software to schedule and manage Customer Fleet Vehicles and Hired Fleet Vehicles. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRO HAULS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES AND THE PLATFORM, AND THE COMPLETENESS, RELIABILITY, AND TIMELINESS OF INFORMATION EXCHANGED BETWEEN THE CUSTOMER AND OTHER USERS, AND FURTHER DISCLAIMS ALL LIABILITY ARISING OUT OF THE ACTS, OMISSIONS, OR MISREPRESENTATIONS OF USERS WITH WHOM CUSTOMER MAY ARRANGE PRIVATE FLEET HAULS, INCLUDING CLAIMS FOR PROPERTY DAMAGE, DEATH, BODILY INJURY, LOSS OF DATA OR CARGO, OR ANY OTHER LIABILITY IN CONNECTION WITH CUSTOMER FLEET VEHICLES OR HIRED FLEET VEHICLES.

A.2 Arrangements Are the Customer’s

Private Fleet Hauls involve Customer Fleet Vehicles and Hired Fleet Vehicles. Whether the Customer assigns a haul to its own truck or to a truck hired under a direct contract, the Customer — not Pro Hauls — is solely responsible for that transaction, including transportation, cargo safety, Drivers, recipients, and the terms of any agreement with the Hired Fleet Operator. Unless the Customer elects optional payment processing under Schedule E, any amounts due to those who perform Private Fleet Hauls are the Customer’s responsibility, not Pro Hauls’s.

A.3 Customer-Entered Amounts (Not Marketplace Rates)

The Platform may allow the Customer to increase or decrease the amount associated with a Private Fleet Haul. Any such change is solely pursuant to the Customer’s arrangement with its Operator. Pro Hauls does not review, limit, or validate amounts the Customer enters. Amounts a Customer enters for Private Fleet Hauls are solely between that Customer and its own Operators, are not Marketplace Rates, and create no marketplace precedent. This Section A.3 applies only to Private Fleet Hauls and does not apply to the Marketplace.

A.4 Customer Warranties

Customer represents that its use of the Services is lawful and will comply with Applicable Law, and that it is duly qualified to operate its business and to undertake Private Fleet Hauls under a lease or other binding contract with (i) its own Customer Fleet Vehicles or (ii) Hired Fleet Vehicles supplied by one or more Hired Fleet Operators. When the Customer uses the Platform to assign Private Fleet Hauls, all obligations of that arrangement are between the Customer and the Driver or Hired Fleet Operator, as applicable.

A.5 Customer’s Own Contracts

Drivers of Customer Fleet Vehicles, and Hired Fleet Operators of Hired Fleet Vehicles, may have a carrier agreement with the Customer through or independent of the Platform. Dispute resolution, interpretation, and enforcement of those agreements rest with the Customer, not Pro Hauls. Pro Hauls will not make representations on the Customer’s behalf except as to application support, and will refer carrier-agreement questions back to the Customer. The Customer shall not use Pro Hauls personnel to deliver communications or enforce the Customer’s carrier agreement unless the Parties agree in writing.

A.6 Customer-Configured Automation

The Platform may be configured to automate certain actions at the Customer’s direction (for example, data exchange or event triggers). Automation under the Customer’s control is the Customer’s responsibility. Automation that Pro Hauls itself controls is not governed by this Section A.6.

Pro Hauls does not monitor, review, or validate the appropriateness of results from Customer-enabled automation. The Customer is solely responsible for testing, verifying, and monitoring those results. Pro Hauls will use commercially reasonable efforts to help determine whether automation executed according to its design parameters.

The Customer assumes all risk of automation and unforeseen results. Pro Hauls is not liable for damages from the Customer’s use or misuse of automation. To the extent automation interacts with third-party systems, APIs, or services, Pro Hauls disclaims responsibility for those external systems. The Customer is responsible for compatibility and compliance of third-party services it connects.

The Customer is solely responsible for securing access to automation configuration, including user permissions, API keys, and credentials. Pro Hauls is not liable for unauthorized use or misconfiguration resulting from the Customer’s failure to maintain access controls.

A.7 Fees; Optional Payment Processing

Invoices for Service Fees under this Schedule, including payment terms, are specified in the Order Form. Invoice disputes are governed by Section 6.3 of the Agreement (48-hour window) and the Order Form.

SaaS or Service Fees for use of the Platform as software apply to Private Fleet Hauls under this Schedule. Transportation cost incurred with Operators on Private Fleet Hauls remains the Customer’s exclusive responsibility. If the Customer elects payment processing, Schedule E applies.

A.8 Optional Delivery-Status Sharing

If Pro Hauls offers a delivery-status sharing tool and the Customer elects to use it, the Customer acknowledges that Pro Hauls will share information the Customer entered with the designated recipient. That information may include names, phone numbers, GPS location of the Customer or of Drivers of Customer Fleet Vehicles or Hired Fleet Vehicles, and the Customer’s client information if provided. The Customer represents that it has all necessary permissions and consents to use and disclose that information.

Each Private Fleet Haul may contain recipient information, including information that may be personally identifiable. The Customer represents that it has all necessary permissions and consents to use and disclose information in each haul record.

A.9 Disputes on Private Fleet Hauls

All grievances and disputes for Private Fleet Hauls are the Customer’s sole responsibility. Requests for application support may be directed to support@prohauls.co.

A.10 Additional Indemnity and Insurance

Customer shall indemnify, defend, and hold harmless Pro Hauls and its employees and agents from liabilities, claims, losses, costs, fines, penalties, expenses (including attorneys’ fees), judgments, or demands for any kind of damage (including personal injury, death, property damage, cargo loss or damage, or any combination), suffered or claimed to have been suffered, to the extent arising out of or caused by the Customer’s breach of this Agreement or the Customer’s negligence or willful misconduct.

Customer represents that it carries and will maintain insurance covering its activities using the Services, including commercial general liability with a minimum limit of $1,000,000 per occurrence. Pro Hauls has no obligation to provide insurance covering the Customer in relation to Private Fleet Hauls.

This Schedule B applies to a Customer that uses the Platform to post and manage Jobs on the Marketplace.

B.1 Customer Warranties

B.1.1 Legal Existence

Customer represents that it is a sole proprietor or a legally formed business using the Marketplace to connect with Drivers, Operators, or persons who hold broker authority, for lawful transportation of materials.

B.1.2 Completeness of Job Postings

Customer shall use commercially reasonable efforts to post Jobs that are accurate and complete so that potential Operators can decide whether a Job is a reasonable match. Each Job shall include complete pickup and delivery location information, delivery instructions, required or desired vehicle type, and cargo information. Customer may provide job parameters (including geography, vehicle class, material type and quantity, timing, and site conditions) that the Rate Engine may use to determine Marketplace Rates. Customer does not set Marketplace Rates. Customer, not Pro Hauls, is solely responsible for the job-parameter and operational data Customer inputs. Customer warrants the material type, origin, quantity, weight estimates, and intended dumpsite as stated in Sections 2.1.13, B.1.5, and B.1.6, and shall not tender Prohibited Cargo.

B.1.3 Contracting on the Marketplace

Customer agrees that posting Jobs and engaging Operators who accept them occur under the Marketplace contracting rules in Section B.4.

B.1.4 Customer Who Also Operates

If Customer posts Jobs under this Schedule but is also an Operator, then for those postings Customer is acting as a dual-role User. In that capacity, Customer represents that it is duly qualified under Applicable Law to arrange those Jobs with other Operators under Customer’s own authority and responsibility. This Section addresses Customer’s own dual-role arrangements. It does not change Pro Hauls’s role under Section 2.1.

B.1.5 Customer Duties at Origin and Destination

Customer is solely responsible for: (a) lawful access to origin and destination; (b) site conditions, including overhead lines, trenches, unstable banks, underground utilities, and adequate dump room; (c) identifying the material and the lawful dumpsite; (d) any bond, permit, or prevailing-wage requirement applicable to the project; (e) posted and reasonable site, quarry, plant, and dumpsite rules, and communicating those rules to Operators; and (f) the instructions of Customer’s own contractors, inspectors, and receivers. If Customer or a site controller directs an Operator to dump in an unlawful or unsafe location, Customer shall defend, indemnify, and hold harmless Pro Hauls and the Operator from resulting claims, fines, and cleanup, except to the extent caused by the Operator’s gross negligence or willful misconduct. Pro Hauls is not the general contractor, excavator, generator, or site owner. Jobsites, quarries, plants, yards, and dumpsites are controlled by Customer, a project owner, or a third party, not by Pro Hauls.

B.1.6 Customer Weight and Quantity Data

Customer warrants that estimated tons, yards, and material density supplied as Job parameters are made in good faith. If Customer or a plant, quarry, or other loading party selected by Customer loads the vehicle, Customer (or that loading party) is responsible for the loaded weight. Customer shall defend, indemnify, and hold harmless Pro Hauls from overweight or oversize citations and from claims that Marketplace Rates were calculated on false quantity data Customer supplied, except to the extent caused by Operator’s independent overloading after a lawful load was tendered. Pro Hauls’s Rate Engine estimates are not a certified scale weight and are not a permit.

B.2 Pro Hauls’s Role on the Marketplace

B.2.1 Property Broker and Technology Platform; Not a Carrier

For activities under this Schedule, Pro Hauls provides software that lets the Customer post and manage Jobs, and that lets the Customer and an Independent Operator form a contract for a Job on the terms of this Schedule B (as applied to the Customer) and Schedule C (as applied to the Operator). For those Marketplace Jobs, Pro Hauls also arranges the transportation as a property broker under Section 2.1. Pro Hauls itself is not a motor carrier and does not haul. Actual transportation of a Job is performed by Independent Operators, who are solely responsible and liable for carriage. Commitments between Customer and Operator that are not in this Agreement or confirmed in the Platform are solely between Customer and Operator.

B.2.2 Payment Facilitation; Platform Spread

Pro Hauls shall invoice Customer the Customer Price and applicable fees, and shall pay the carrying Operator the Operator Compensation, in each case as determined under Section 2.8. Those billing and payment functions apply when Pro Hauls is acting as property broker and when Pro Hauls is operating the Platform. Pro Hauls may disburse Operator Compensation as described in this Agreement and Schedule E. Payment to an Operator may be conditioned on proof of delivery, review of completed jobs, and the other conditions in this Agreement. Pro Hauls retains the Platform Spread and any Service Fees. Disbursements are not based on a rate inputted by Customer. User input does not set Marketplace Rates. Setoff under Section 6.8 remains available.

B.2.3 Insurance Generally

All obligations to procure and maintain motor-carrier, automobile, cargo, and commercial general liability insurance for a Job are borne solely by the Customer or the Operator (as applicable), unless otherwise specified in Section B.8. Pro Hauls’s obligation, while acting as a property broker, to maintain any surety bond or trust fund required of property brokers is stated in Section 2.1.7 and is separate from Operator and Customer insurance.

B.3 Operator Terms; Right to Request Credentials

General terms applicable to Operators, including representations and warranties, are in Schedule C. Customer (and/or its representatives at pickup or delivery) may request from any Operator that has accepted a Job any commercially reasonable proof of legal compliance, identity, authority, license, insurance, and corporate existence. Customer may also request that Operators complete site-specific safety training, if the Job posting noted that requirement.

B.4 Posting, Acceptance, Cancellation, and Rates

B.4.1 Posting a Job

Customer’s posting of a Job is a request for capacity directed to qualified Operators on the Marketplace. The Platform will present the Job to qualified Operators. Customer may withdraw a Job under Section B.4.3. Posting is not an offer of a Customer-set haul rate.

B.4.2 Acceptance

An Operator accepts a Job by indicating acceptance in the Platform (including by tap, click, or other in-app control). Once an Operator accepts, Customer and Operator are deemed to have entered a binding contract to fulfill that Job based on the Job information provided and on this Schedule B (as applied to Customer) and Schedule C (as applied to Operator), at the Marketplace Rates then displayed or confirmed by Pro Hauls.

B.4.3 Cancellation

Customer may reasonably cancel an accepted Job before it starts, or end a Job during performance. Unreasonable or repeated cancellations of accepted Jobs, particularly after performance has begun, may result in reconsideration of Customer’s continued use of the Platform and possible claims for damages.

Customer may cancel an accepted Job if Operator fails to provide documentation of credentials reasonably requested by Customer. Unless cancellation results from severe weather or a force-majeure event, and Customer is unable to provide alternative Jobs, Customer’s cancellation of an accepted Job within two (2) hours before the scheduled start time will result in a cancellation fee equal to four times the then-applicable hourly Marketplace Rate for the requested vehicle class (or an equivalent amount if the Job is not hourly), as determined by Pro Hauls.

B.4.4 Marketplace Rates and Billable Amount

Pro Hauls, not Customer, sets Marketplace Rates for Jobs posted through the Marketplace, using the Rate Engine described in Section 2.8. A unit may be measured as, without limitation: per load; per shift; per ton; per hour; per mile; or another unit Pro Hauls specifies. The Customer Price charged to Customer, and Operator Compensation payable for hauling, are calculated by the Platform in accordance with confirmed Marketplace Rates, resulting in a billable amount to Customer. Customer is not authorized to set or bind Marketplace Rates or Operator Compensation. Displayed figures are estimates until confirmed under Section 2.8.4.

B.4.5 Disputes and Adjustments

If Customer believes an adjustment to a confirmed Marketplace Rate or billable amount is warranted (including documented accessorials), Customer may request review using the dispute function on the Platform. Customer shall have forty-eight (48) hours after completion of each Job to register a dispute (the “Dispute Period”) unless Pro Hauls agrees otherwise. Alternatively, Customer may contact support@prohauls.co within the Dispute Period and file a written request for assistance.

It is Customer’s responsibility to review the progress of Jobs on the Platform and identify issues (delays, failures to perform, and similar) within the Dispute Period. Timely disputed Jobs will be withheld from the invoice cycle until resolution. Except for good-faith disputes identified during the Dispute Period, Customer shall pay undisputed amounts to Pro Hauls under this Agreement. Confirmed Marketplace Rates are the baseline for any review; Users may not substitute private rate negotiation for the Rate Engine.

B.4.6 Unfilled Jobs; Repricing by Pro Hauls

The Marketplace matches Customer’s capacity needs with Operators who may, in each Operator’s sole discretion, accept or decline a Job at Marketplace Rates determined by Pro Hauls. Customer may not set, bid, or adjust Marketplace Rates except to the limited extent (if any) Pro Hauls expressly enables a feature. If a Job attracts insufficient Operator interest, Pro Hauls may adjust Marketplace Rates (including dynamically) under Section 2.8. Customer may modify non-rate parameters (window, vehicle class, material, site instructions) or request that Pro Hauls re-price the Job through the Rate Engine. Customer may cancel under Section B.4.3 rather than attempting to reprice. Pro Hauls has no obligation to obtain capacity at any particular price or at all. Customer is not guaranteed that any Job will be accepted.

B.4.7 Information Use

Customer acknowledges that information Customer provides about Jobs will be shared with the Operator. Customer represents that it has authority to release that information, which may include Customer’s client information. Customer shall use information it receives about the Operator solely to fulfill the relevant Jobs and shall not use, disclose, or sell that information beyond that purpose.

B.4.8 Shipping Documents

Unless otherwise agreed in writing, Jobs tendered or delivered using the Platform are accepted on a bill of lading that functions as a receipt of the goods only. Terms on that bill of lading do not apply to transportation provided as a result of the Services. Upon Customer’s request, Pro Hauls shall instruct Operators and Drivers to obtain a delivery receipt from the recipient showing materials delivered, condition, and date and time of delivery, unless Customer directs otherwise.

B.4.9 No Circumvention

Customer shall not use the Platform to identify Operators for the purpose of taking work off-platform in a manner that avoids Marketplace Rates, the Platform Spread, or Pro Hauls’s fees or terms. The limited non-solicitation in Section 4.8 is in addition to this Section B.4.9.

B.5 Advertising

Customer consents to Pro Hauls’s use and promotion of Customer’s Jobs on the Platform.

B.6 Fees and Payment

B.6.1 Customer Price; Platform Spread

For Marketplace Jobs, Customer shall be invoiced the Customer Price and other amounts determined by Pro Hauls under Section 2.8 (including Service Fees). Operator Compensation is determined by Pro Hauls and may differ from the Customer Price. The difference is the Platform Spread and/or Service Fee and is retained by Pro Hauls. The Rate is not entered by Customer.

B.6.2 Invoice Timing

Pro Hauls shall invoice Customer billable amounts based on Jobs completed using the Marketplace. Unless an Order Form or invoice states otherwise, Marketplace charges accrue on a weekly cycle that runs Sunday through Saturday and are due when the invoice is issued. Payment will be processed using the method designated in the Account. Pro Hauls will email a statement of that cycle’s charges by the fifth calendar day of the following week.

B.6.3 Delayed Charges

Pro Hauls may delay charging the Account for up to one hundred twenty (120) days for reasons related to disputes or compliance with Applicable Law, provided Pro Hauls provides reasonable evidence that such charges remain due, or for services provided by an Operator for a Job. Charges beyond one hundred twenty (120) days may be processed only upon written agreement between Customer and Operator.

B.6.4 Credit

Customer may be required to complete a credit application. Customer consents to Pro Hauls’s use of a third-party credit agency. Pro Hauls may issue and adjust a credit limit based on timely payments, selected payment method, and ongoing review of credit standing. Offering or continuing trade credit is in Pro Hauls’s sole discretion and may be rescinded at any time.

B.6.5 Payment Method

Before posting Jobs, Customer must have an established payment method. Pro Hauls accepts credit cards and ACH. Pro Hauls may pass through administrative fees for transaction failures and chargebacks that result from Customer not having sufficient clear funds on the payment date. Chargebacks and related payment-method risk are further allocated under Section 4.3.1. If Customer uses a credit card, Pro Hauls may use a pre-authorization to secure funds before performance or payment. If pre-authorization fails, Pro Hauls may limit Customer’s ability to use the Marketplace.

B.6.6 Late Payments; Customer Nonpayment; Withhold of Operator Disbursements

Customer shall pay undisputed amounts within the time frames of this Schedule. If undisputed amounts remain unpaid more than two (2) business days after the invoice due date or a notice date, or if Customer fails to remit, fund, pre-authorize, or pay amounts due for a Job, an invoice cycle, or outstanding amounts on the Account, or if Customer’s payment method fails, chargebacks, or underfunds, Pro Hauls shall have the right to take one or more of the following actions: (i) set off any amounts payable to Customer; (ii) withhold, delay, suspend, or reverse Services and amounts that would otherwise be disbursed to Operators on Customer’s Jobs or Account (including Operator Compensation), as further stated in Sections C.5.3.2, C.7.3, and E.8; (iii) charge interest at eighteen percent (18%) per annum, or the maximum rate permitted by Applicable Law, whichever is lower; (iv) suspend Services and, when outstanding amounts are settled, release or refund any withheld funds to be disbursed, less outstanding amounts, setoff, disputes, tickets, and tax-form holds; or (v) terminate this Agreement once outstanding amounts are settled. Withholding Operator disbursements on Customer nonpayment is an express remedy, not merely discretionary silence. These remedies do not waive Pro Hauls’s right to recover reasonable attorneys’ fees and costs of collection under Section 6.2. Operators continue to look solely to Pro Hauls under Section C.5.3.1 and shall not demand the Customer.

B.7 Operational Issues

B.7.1 Disputes with Operators

Disputes between Customer and an Operator are between those parties. If either does not appropriately respond, either party may contact support@prohauls.co. Pro Hauls shall take reasonable steps to facilitate discussions. Pro Hauls is not a required mediator and has no duty to resolve the dispute.

B.7.2 Accidents or Delays

If Pro Hauls has been notified by the Operator of an accident or other event that inhibits fulfillment of an accepted Job, Pro Hauls shall use commercially reasonable efforts to relay the message to Customer.

B.7.3 Cargo Loss

Loss, damage, shortage, or delay of cargo on a Marketplace Job is the responsibility of the Operator that performed the haul, to the extent permitted by Applicable Law. Pro Hauls is not the motor carrier and does not assume carrier cargo liability. Customer’s remedy for cargo loss, damage, shortage, or delay is against the Operator, except to the extent non-waivable Applicable Law imposes liability on a property broker. Nothing in this Section waives a duty Applicable Law does not permit a broker to waive, and nothing in this Section is a voluntary assumption by Pro Hauls of cargo liability beyond that non-waivable minimum. See Section 2.1.6 and Section C.9.2 (including the 49 C.F.R. Part 370 cargo-claims procedure). Customer is named as loss payee on Operator cargo insurance as provided in Section C.9.3.2.

B.8 Additional Indemnity, Insurance, and Third-Party Rights

B.8.1 Customer Indemnity

Customer shall indemnify, defend, and hold harmless Pro Hauls and its employees and agents from liabilities, claims, losses, costs, fines, penalties, expenses (including attorneys’ fees), judgments, or demands for any kind of damage (including personal injury, death, property damage, cargo loss or damage, or any combination), to the extent arising out of or caused by Customer’s breach of this Agreement or Customer’s negligence or willful misconduct (including incomplete or inaccurate instructions).

B.8.2 Operator Indemnity Running to Customer

Operator agrees to defend, indemnify, and hold Customer harmless from losses, liabilities, damages, claims, fines, costs, or expenses, including reasonable attorneys’ fees, arising out of or related to any act or omission in connection with Schedule C by the Operator, its employees, or independent contractors working for Operator, including claims for personal injury (including death), property damage, and Operator’s possession, use, maintenance, custody, or operation of equipment and vehicles. Operator expressly waives protections under Applicable Law, including exclusive workers’ compensation remedies, as necessary to give effect to this provision.

B.8.3 Operator Insurance for Customer’s Benefit

Operators agree through Schedule C that when naming Pro Hauls as an additional insured, both Pro Hauls and the Customer are additional insureds. Customer may exercise rights under the certificate as if named. Pro Hauls shall use commercially reasonable efforts to support Customer’s right to use the certificate, including filing a claim drawn up by Customer. Customer shall use commercially reasonable efforts to file the insurance claim directly.

B.8.4 Coverage Pro Hauls May Maintain

If and to the extent Pro Hauls maintains commercial general liability coverage relating to Platform operations, Customer may request to be named as an additional insured on a certificate where Pro Hauls is the policyholder, and may request a description of coverage and limits within seven days of a written or email request. Pro Hauls may alter or remove any such policies at any time and replace them with other similar or equivalent coverage, or maintain none. Operator insurance is primary; any Pro Hauls coverage, if maintained, is non-contributory until Operator policies are exhausted, and then applies only up to the limits of Pro Hauls’s policies (which limits are not subject to Section 8 of the Agreement). Customer’s insurance is non-contributory until any Pro Hauls policies are exhausted. For outstanding claim amounts after Operator and any Pro Hauls policies are exhausted, Customer waives and releases rights of subrogation of Customer’s insurers, including workers’ compensation, general liability, automobile liability, and property. Deductibles or retentions on any Pro Hauls policies are assumed by Pro Hauls.

B.8.5 Customer Insurance

Customer represents that it carries and will maintain insurance covering its activities relating to posting and fulfillment of Jobs, including coverage for lost, damaged, or delayed cargo, personal injury and death, property damage, and activities of Drivers and Operators hired through the Services, including commercial general liability with a minimum limit of $1,000,000 per occurrence. Any insurance Pro Hauls maintains, if any, is primary as between Pro Hauls and Customer to the extent described in Section B.8.4; Customer’s insurance is excess and shall not be called upon for contribution until those policies (if any) are exhausted, and shall provide a severability-of-interests or cross-liability clause.

B.8.6 Customer as Third-Party Beneficiary of Schedule C

Customer is a third-party beneficiary of the rights granted to Pro Hauls under Schedule C and is protected by and may benefit from Schedule C in the same manner as Pro Hauls, with the right to enforce those provisions against the Operator directly.

This Schedule C applies to an Independent Operator (including a Non-Asset Broker) that accepts and performs Marketplace Jobs, including through any Drive application Pro Hauls may offer. “Driver” is used where it is useful to distinguish the individual operating a vehicle from the person or entity that manages that Driver. An Operator includes individuals who operate vehicles. This Schedule does not cover Drivers of Customer Fleet Vehicles or Hired Fleet Vehicles, whose activities are governed by Schedule D. Pro Hauls’s responsibilities to you under this Schedule are to provide the Platform and Services, to use commercially reasonable efforts to support the Platform during Pro Hauls Support hours, and to invoice Customers and remit Operator Compensation as described in this Agreement. Those functions, including when Pro Hauls acts as property broker under Section 2.1, do not make Pro Hauls a motor carrier or your employer.

C.1 Operator Acknowledgments and Warranties

C.1.1 Qualifications

If you accept a Job through the Marketplace, you represent that you will provide physical transportation as a fully qualified motor carrier holding all required federal and state operating authorities. If your safety rating changes, or if you are sold, merged, dissolved, or experience a change in control, you will notify Pro Hauls within 24 hours, and you will comply with the Conditional / Unsatisfactory / out-of-service notice duties in Section 2.1.12. You will comply with Applicable Law (including permits and licenses). You have exclusive control and direction of work you perform. You will not contract or take other action in Pro Hauls’s name without prior written consent.

C.1.2 Credentials

You agree to provide documentation of credentials and licenses detailing your authority and qualifications. Providing documents does not exempt you from ongoing legal compliance and does not require Pro Hauls to attest to authenticity. You warrant that documentation is truthful, accurate, valid, and complete. Documentation reasonably requested by Pro Hauls or any Customer includes compliance documents, operating authority, government authorizations, California Air Resources Board certificates where applicable, and other customary credentials. Failure to provide documentation may result in suspension or limited use. You consent to Pro Hauls’s reasonable use of third parties to validate documentation. Pro Hauls may share documentation with Customers for fulfilling Services. You shall carry current copies and make them available to a Customer or representative upon request. A Customer may cancel any Job for failure to provide documentation. Pro Hauls or Customer may cancel accepted Jobs if documentation is no longer valid.

C.1.3 Your Equipment

At your sole cost you shall: (i) furnish all equipment and vehicles necessary to perform accepted Jobs; (ii) pay all expenses related to use and operation of that equipment; and (iii) maintain equipment and vehicles in good repair, mechanical condition, and appearance. You shall not operate equipment you know or suspect is not in safe operating condition. You are solely responsible for determining the most effective, efficient, and safe manner to perform each Job.

C.1.4 Independent Contractor

You are an independent contractor and are solely responsible for the safe operation of your vehicle(s) and equipment. It is your sole responsibility to control the means of fulfilling Jobs, to ensure compliance with Applicable Law, and to select routes. You assume complete responsibility for all state and federal taxes, assessments, insurance (including workers’ compensation, unemployment, disability, pension, and social security), and any other financial obligations arising out of services you provide.

C.1.5 Billing and Collection

Pro Hauls has the exclusive right to handle billing and collection of fees for Jobs you performed on the Platform under this Schedule. You shall refrain from collection efforts against any Customer, receiver, or shipper for completed Marketplace Jobs without Pro Hauls’s prior written consent. Recourse for Operator Compensation on Marketplace Jobs is limited as stated in Section C.5.3.1. Nothing here limits your ability to pursue collections from a Customer for activities not documented on a Job or not completed on the Platform.

C.1.6 Performance

Once a Job has been accepted, you will perform it under this Schedule and as specified in Section C.6. Terms of this Schedule, Marketplace Rates, and Job instructions apply to all accepted Jobs. Except as required by Applicable Law, your standard tariff, terms, service guides, bill of lading, or similar documents do not apply to Marketplace Jobs.

You will undertake accepted Jobs in accordance with Customer instructions, without delay, and will immediately communicate events that may cause delay to the Customer and then to Pro Hauls. If instructions are unclear, you will seek clarification from the Customer before physically accepting materials.

You will perform transportation with due care and diligence, timely and in a professional and workmanlike manner consistent with standards generally accepted in your trade. You are solely responsible for determining the most effective, efficient, and safe manner to perform each Job.

Customer is a third-party beneficiary of the rights granted to Pro Hauls under this Schedule and may enforce the provisions of this Schedule against you directly.

C.1.7 Receipts and Bills of Lading

Each Job shall be evidenced by a bill of lading acceptable to Pro Hauls naming Operator as the transporting carrier. Upon delivery, Operator shall obtain a receipt showing kind and quantity of cargo delivered at the destination specified by Customer through the Platform, signed by the recipient unless Customer directs otherwise. Terms of the bill of lading, manifest, or other receipt do not apply to Jobs under this Schedule. Failure to issue a bill of lading does not affect liability. You shall notify Customer and Pro Hauls immediately of any exception on the bill of lading or delivery receipt. If the Job is compensated per load, per ton, or on a similar basis, you may not be eligible to access additional Jobs until the receipt is uploaded. Failure to provide a receipt in a timely manner may result in no, lesser, or withheld compensation until receipts substantiate performance.

##### C.1.7.1 Scale Tickets; Dumpsite Charges; Contamination; Leftover Load

• (a)Tickets. Where a Job is paid by ton, yard, or load, Operator shall obtain and upload (or cause the plant or dumpsite to transmit) a scale ticket, load ticket, or dump ticket identifying the Job, the material, the vehicle, the time, and the quantity. Pro Hauls may treat Platform tickets, including tickets created in optional Ticketing or Transcription modules, as Platform records under Section 13.12. Operator Compensation may be withheld until required tickets are received.
• (b)Dumpsite and gate fees. Unless the Job or an Order Form states that Pro Hauls has included dumpsite, tipping, gate, or environmental fees in Marketplace Rates, those fees are Customer’s cost. Operator shall not pay a dumpsite fee as Pro Hauls’s agent. If Operator advances a fee that the Job stated Customer would cover, Pro Hauls may treat a documented receipt as an accessorial determined under Section 2.8, or may refuse it.
• (c)Contamination and leftover load. Operator shall not contaminate a plant’s stockpile, a dumpsite’s stream, or a subsequent load. If a receiver rejects a load for contamination, Prohibited Cargo, or wrong material, Operator shall notify Customer and Pro Hauls immediately and shall not dump the rejected load except as Customer and Applicable Law allow. Costs of re-handling, return, tipping, and cleanup are borne by the User whose description, loading, or hauling caused the rejection (Customer if the tender was misdescribed or misloaded at origin; Operator if Operator mixed loads, dumped wrong, or used a contaminated dump body). Pro Hauls is not the owner of leftover material.

C.1.8 Tax Documentation

You shall provide a complete Form W-9. Failure to submit an accurately completed Form W-9 may result in suspension or withholding of payments.

C.1.9 Safety

You represent that you (i) possess the driving skills necessary to undertake Jobs and (ii) are duly trained and experienced in safe handling of equipment and motor vehicles and in general safety procedures customary in construction and/or transportation. You will follow commercially reasonable safety precautions, including directions of any Customer or representative at pickup or delivery. It is your responsibility to practice safe handling of cargo, driving, and equipment. If you are unaware of safety procedures or are directed to operate unsafely, you should decline and report the incident to the Customer. You further represent that vehicles used on Jobs will comply with legal axle weights, permits, tarping, dump-body condition, and quarry or site safety rules applicable to the Job. You shall not haul Prohibited Cargo and shall refuse unsafe, illegal, or overweight loads as stated in Sections 2.1.13 and C.1.10.5.

##### C.1.9.1 Jobsites, Quarries, and Dumpsites

Operator acknowledges that Marketplace Jobs occur at construction sites, quarries, pits, plants, yards, and dumpsites controlled by Customer, a project owner, or a third party, not by Pro Hauls. Operator shall: (a) comply with posted and reasonable site, MSHA, OSHA, quarry, and plant rules, including PPE, spotters, tarping, speed, and radio; (b) dump only where directed by a person apparently in charge at the destination specified for the Job; (c) not dump on private or public property, wetlands, or a right-of-way except as the Job lawfully directs; (d) immediately report damage to scales, mats, curbs, utilities, other vehicles, or the site; and (e) refuse a direction that is unlawful or unreasonably dangerous and report it to Customer and Pro Hauls.

Operator is solely responsible for the acts of its Drivers on site, for securing the load and tailgate, and for damage caused by its vehicle, including backing, dumping, and spillage. Pro Hauls does not control the site, does not provide spotters, and is not the statutory employer of anyone on site.

C.1.10 Drivers and Vehicles

##### C.1.10.1 Driver Requirements

You represent that you and all of your Drivers shall: (i) hold and maintain (a) a valid commercial driver’s license with the appropriate certification to operate the vehicle used to fulfill Jobs, and (b) all other licenses, permits, approvals, and authorizations necessary to perform Jobs; (ii) possess appropriate training, expertise, and experience to perform Jobs in a professional and workmanlike manner, including maintenance of training certificates and qualifications; and (iii) maintain high standards of professionalism, safety, service, and courtesy. No person under eighteen (18) years of age may drive in connection with any Job, even if the Account is held by an entity.

Background and MVR as a Marketplace eligibility condition. Operator shall, at Operator’s expense, obtain a motor-vehicle record and a commercially reasonable criminal-background check on each Driver before that Driver’s first Job and at intervals Operator’s safety program requires, using a qualified third party. Operator shall not dispatch a Driver who is disqualified under 49 C.F.R. Part 391 or who fails Operator’s safety program. Those checks are a condition of Marketplace eligibility. They are conducted by Operator (or Operator’s vendor), not by Pro Hauls as an employer. Pro Hauls may require proof and may rely on it without repeating the check. Collection or review of a background check or MVR is an eligibility check under Section 2.1.12; it is not employment, joint employment, or control of means. Pro Hauls’s right to suspend, deactivate, restrict, or permanently remove you or your Drivers is set forth in Section C.1.12 and is not limited to failure to meet this Section C.1.10.1.

##### C.1.10.2 Equipment Requirements

Any vehicles you or your Drivers use to fulfill Jobs shall at all times be: (i) properly registered and licensed; (ii) owned or leased by you, or otherwise in your lawful possession or control; (iii) suitable for the Jobs; and (iv) maintained in good operating condition, consistent with industry safety and maintenance standards and any additional requirements of an accepted Job. You and your Drivers shall comply with Applicable Law regarding vehicle safety, operating speeds, dimensions, weights, and loads. It is not Pro Hauls’s responsibility to enforce your compliance with Applicable Law or the safe operation of your vehicles.

##### C.1.10.3 Driver Identity; CDL Number

You and each of your Drivers shall provide a current, valid commercial driver’s license number (“CDL Number”) and such other license, medical-card, and endorsement information as Pro Hauls may reasonably require. The CDL Number identifies the Driver (the person), not the vehicle. Collection or verification of a CDL Number does not create an employment, joint-employment, agency, partnership, or similar relationship between Pro Hauls and any Driver or Operator, does not confer on Pro Hauls any right to control the means or manner of transportation, and does not alter Operator’s status as an independent contractor.

A Driver may operate different vehicles from time to time. Using a different truck does not create a new Driver identity and does not excuse insurance, authority, registration, or equipment requirements applicable to the vehicle actually used on that Job.

Pro Hauls may verify CDL Numbers, license status, medical certification, and driving records through third parties. False, expired, suspended, or mismatched CDL information is grounds for immediate suspension or termination of access and for cancellation of accepted Jobs.

CDL Numbers are collected for eligibility, safety, payment, and compliance purposes only. Pro Hauls does not issue a public system vehicle ID or any Pro Hauls-invented vehicle identifier, and Drivers are not required to display any such identifier.

##### C.1.10.4 Vehicle Used on a Job

For each Job, you shall identify the actual vehicle used (including, as Pro Hauls designates in the Platform, license plate, VIN, unit number, or similar equipment identifiers). That vehicle must satisfy this Agreement’s equipment, registration, and insurance requirements at the time of performance. Identification of the vehicle used on a given Job is for equipment, insurance, safety, and compliance purposes only; it does not constitute issuance of a system vehicle identifier and does not substitute for Driver identity under Section C.1.10.3.

##### C.1.10.5 Weights, Dimensions, and Permits

Operator is solely responsible for legal axle, gross, and bridge weights, for tarping and load securement, and for any oversize or overweight permit the Job actually requires. Operator shall not accept a Job that requires a special highway permit or escort unless the Job expressly states that requirement and Operator holds the permit. Operator shall refuse to leave origin if the loaded vehicle would be unlawful or unsafe. Citations, fines, shutdowns, offloading, and permit costs arising from Operator’s equipment, loading, or routing are Operator’s. Citations, fines, and costs arising from Customer’s false weight or quantity data, or from loading by Customer or a loading party Customer selected, are Customer’s as allocated in Section B.1.6. Pro Hauls is not liable for overweight or oversize citations.

C.1.11 Warranties Run to Customer

All representations and warranties you make in this Schedule are made to Pro Hauls and to the Customer of the Job you accepted, performed work on, and/or completed using the Platform.

C.1.12 Deactivation; No Guaranteed Work

Pro Hauls may, at any time and at its sole discretion, with or without cause and with or without prior notice, suspend, deactivate, restrict, or permanently remove you or any of your Drivers from the Marketplace, Drive, the Platform, or any Service. Grounds may include, without limitation: (a) Customer or contractor complaints; (b) ratings or feedback; (c) safety concerns; (d) no-shows, late arrivals, or cancellations; (e) chargebacks or payment issues; (f) suspected fraud, abuse, or misrepresentation (including CDL or insurance information); (g) “bad experiences” or similar reports by a Customer, contractor, or other User; (h) failure to maintain a DOT drug-and-alcohol program or a prohibited test result under Section C.1.13; (i) tendering, hauling, or dumping Prohibited Cargo; (j) an Unsatisfactory or Conditional safety rating, out-of-service order, or lapse of authority or insurance; or (k) any other reason Pro Hauls deems sufficient, or no stated reason.

Pro Hauls may refuse future Jobs from an Operator or Driver based on a single complaint. Pro Hauls has no obligation to investigate any complaint, rating, or report to any particular standard, no obligation to disclose the identity of any complainant or the reason for deactivation, and no obligation to provide an appeal, hearing, or opportunity to cure. Pro Hauls may, but is not required to, cancel accepted Jobs in connection with a deactivation.

Deactivation, suspension, restriction, or removal is a platform-access decision. It is not employment action, discipline, or termination of employment, and does not create or evidence an employment, joint-employment, or agency relationship. Nothing in this Section C.1.12 gives Pro Hauls the right to control the manner, means, routes, or methods of transportation. You remain free to accept or reject Jobs while you have access. Pro Hauls does not guarantee any volume of work, number of Jobs, income, or utilization. There is no guaranteed acceptance of any Job you wish to take, and no guaranteed volume for you or for any Customer.

To the maximum extent permitted by Applicable Law, Pro Hauls shall have no liability to you or any Driver for lost work, lost income, lost profits, reputational harm, or other damages arising out of or related to suspension, deactivation, restriction, removal, or refusal of future Jobs.

Broker Authority does not create a duty to keep any Operator or Driver on the Platform, to tender freight, or to continue offering Jobs.

This Section C.1.12 is in addition to, and does not limit, Sections 5.2 and 5.3 of the Agreement. If this Section C.1.12 conflicts with Section 5.2 or 5.3 as to Operator or Driver access to the Marketplace, Drive, or Platform, this Section C.1.12 controls.

C.1.13 Drug and Alcohol

Operator warrants that it maintains, and that every Driver used on a Job is subject to, a drug and alcohol testing program that meets 49 C.F.R. Parts 40 and 382 (or any successor) and any applicable State requirement, including pre-employment, random, post-accident, reasonable-suspicion, return-to-duty, and follow-up testing as those rules require. Operator shall not permit a Driver who is out of duty under those rules, or who has a currently prohibited test result, to perform a Job. Operator shall certify compliance upon request. Pro Hauls may treat a breach as grounds for immediate deactivation under Section C.1.12. Collection of a certification is an eligibility check under Section 2.1.12, not control of the Driver and not employment.

C.2 Operating in California

C.2.1 Additional Warranties

The warranties in this Section C.2.1 address factors associated with independent-contractor status under *S.G. Borello & Sons, Inc. v. Department of Industrial Relations*, 48 Cal. 3d 341 (1989), and related California authorities, including right of control over the manner and means of work, whether the person is engaged in a distinct occupation or business, who supplies tools and equipment, method of payment, length of engagement, skill required, and the parties’ intent. This Section does not claim an exemption from the ABC test in California Labor Code section 2775 et seq. (AB 5), and does not claim coverage under Proposition 22. Classification remains a matter of Applicable Law. Operator’s warranties are used for Marketplace eligibility and risk allocation; they are not an admission that any particular test applies or does not apply.

If you operate in California, you further represent that you are:

• (a)Formal entity. A formal business entity operating and registered under California law. You will document business status by submitting a Form W-9 showing your California registration status.
• (b)Free agent. Free from direction and control of Pro Hauls or Customers with respect to performance of services hereunder.
• (c)Primary trade. Customarily engaged with customers to fulfill hauls that are the same or similar to Jobs and, upon request, able to demonstrate that you promote your business as one that fulfills shipping and transportation services.
• (d)Non-exclusive. Not in an exclusive relationship (in name or in practice) with any single customer; free to fulfill hauls with other customers not using the Platform; and intending to fulfill Jobs with multiple Customers on the Platform.
• (e)Registered. Registered with the United States Department of Transportation or holding any motor-carrier authority required by Applicable Law.
• (f)Licensed. Holding and maintaining all licenses, permits, and tax registrations required by Applicable Law to conduct business in California.
• (g)Independent location. Located at and operating out of the primary business location identified in the Platform during sign-up.
• (h)Self-equipped. Able to provide your own tools, vehicles, and equipment necessary to provide the services to third parties.
• (i)License exception. Not performing work for which a contractors’ license is required by the California State License Board under Chapter 9 (commencing with Section 7000) of Division 3 of the California Business and Professions Code.

C.2.2 California Environmental and Inspection Rules

Operator is solely responsible for compliance with Applicable Law regarding over-dimension and overweight loads and air-quality and environmental standards, including those of the California Air Resources Board (“CARB”). Operator acknowledges applicable CARB rules, including the Truck and Bus Regulation at 13 C.C.R. § 2027, Transportation Refrigeration Units at 13 C.C.R. § 2477 et seq., and Tractor-Trailer Greenhouse Gas rules at 17 C.C.R. § 95300 et seq., and has adopted policies to comply as those rules may be amended. Operator shall dispatch and operate only compliant vehicles (including compliant TRUs) and shall maintain haul-specific records evidencing compliance, provided to Pro Hauls or Customer upon request. If Operator operates TRUs in California under this Agreement, those units shall be registered with CARB’s applicable equipment registration system or similar.

Operator is solely responsible for compliance with California’s Heavy-Duty Inspection and Maintenance Program. If Operator operates a heavy-duty diesel vehicle greater than 14,000 pounds, Operator must register the vehicle and demonstrate compliance with a vehicle or fleet-wide HD I/M certificate. Operator shall make current and renewed certificates available to Pro Hauls and Customer. A non-compliant vehicle shall be removed from Marketplace Jobs.

C.3 Subcontracting, Brokerage, and Third-Party Performance

C.3.1 General Prohibition

Operator shall not subcontract, assign, broker, double-broker, interline, or otherwise arrange for any third party to perform, in whole or in part, any Job accepted on the Platform without the prior express written consent of both Pro Hauls and the applicable Customer. This prohibition applies regardless of whether the third party is an affiliate, independent contractor, leased operator, or other carrier. Operators who themselves hold broker authority, or who act as a Non-Asset Broker, must disclose that status on the Platform before accepting or arranging any Job. Hidden brokerage is prohibited.

C.3.2 Absolute Responsibility

Even if Pro Hauls or the Customer provides consent, or if Operator violates this Section C.3, Operator remains fully and primarily responsible and liable to Pro Hauls and the Customer for complete and proper performance of the Job, including all acts, omissions, negligence, and willful misconduct of any subcontractor, Driver, or third party involved in the transportation. Operator’s obligations under this Schedule (including insurance, indemnification, safety, and compliance) apply fully to any third-party performance.

C.3.3 Platform Protection

Pro Hauls has no obligation to monitor, approve, or police relationships between Operators, persons who hold broker authority, and their subcontractors. Pro Hauls may, at its sole discretion, suspend, limit, or terminate access for any Operator that Pro Hauls reasonably believes has engaged in unauthorized subcontracting, double-brokering, or similar practices. Pro Hauls may also withhold any payments owed to Operator during investigation or until resolution of related claims.

C.3.4 Operators Who Arrange Other Carriers

If Operator is itself a property broker or Non-Asset Broker, or otherwise arranges other Operators (and has properly identified itself as such on the Platform), Operator may broker or arrange a Job only if all of the following are true: (a) Operator holds all required broker or operating authority in Operator’s own name and has disclosed that status on the Platform; (b) every performing motor carrier is registered on the Platform or otherwise approved in writing by Pro Hauls; (c) Operator is solely responsible for vetting, qualifying, and supervising all subcontracted carriers and Drivers; (d) Operator must ensure every subcontracted carrier maintains insurance meeting or exceeding this Schedule and names both Pro Hauls and the Customer as additional insureds on a primary and non-contributory basis; (e) Operator remains fully liable for all claims arising out of the acts or omissions of its subcontracted carriers as if Operator itself performed the work; and (f) Pro Hauls has no duty to protect or enforce any contractual relationship between that Operator and its subcontractors. A subcontracted carrier may independently join the Platform at any time. This Section describes the Operator’s own arrangements. It does not change Pro Hauls’s role under Section 2.1. Unauthorized re-brokering remains prohibited under Section C.3.1.

C.3.5 Subcontracting Indemnity

Operator shall defend, indemnify, and hold harmless Pro Hauls, its Affiliates, and the applicable Customer(s) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any subcontracting, brokerage, or third-party performance, whether authorized or unauthorized.

C.3.6 No Circumvention

Operator shall not use the Platform to identify Customers or other Users for the purpose of circumventing the Platform or performing work outside the Platform in a manner that avoids Pro Hauls’s fees, Marketplace Rates, or terms. The limited non-solicitation in Section 4.8 is in addition to this Section C.3.6.

C.4 When This Schedule Does Not Apply

If you operate vehicles for a Customer using a Customer Fleet Vehicle or a Hired Fleet Vehicle, this Schedule C does not apply. Schedule D applies instead.

C.5 What Pro Hauls Owes You

C.5.1 Platform and Support

Pro Hauls’s responsibilities to you under this Schedule are to provide the Platform and Services, to use commercially reasonable efforts to support the Platform during Pro Hauls Support hours, and to invoice Customers and remit Operator Compensation as described in this Agreement. Those functions, including when Pro Hauls acts as property broker under Section 2.1, do not make Pro Hauls a motor carrier or your employer.

C.5.2 Job Content Is the Customer’s

Customer, not Pro Hauls, is responsible for the content, completeness, and accuracy of Jobs, including: (i) creating accurate and complete Jobs; (ii) ensuring cargo is properly tendered to the Operator that accepted the Job; and (iii) providing commercially reasonable instructions. Claims or disputes between Customer and Operators should be taken up between them. Upon request, Pro Hauls shall endeavor to assist by providing information in its possession. Requests should go to support@prohauls.co.

C.5.3 Payment for Completed Jobs

Pro Hauls shall invoice Customers for completed Jobs you undertook under this Schedule and shall pay you the Operator Compensation, subject to Sections C.5.3.1, C.5.3.2, C.7, and 6. When acting as property broker, Pro Hauls may bill the Customer and pay the carrying Operator. Payment to Operator may be conditioned on proof of delivery, review of completed jobs, Customer funding or remittance under Section C.5.3.2, and the other conditions in this Schedule and Section 6. Setoff under Section 6.8 remains available.

##### C.5.3.1 Recourse for Operator Compensation; No Demand Against Customer or Consignee

Operator shall look solely to Pro Hauls for Operator Compensation on Marketplace Jobs, and only in accordance with this Agreement. Operator shall not invoice, demand, lien, garnish, call, or collect from any Customer, project owner, consignor, consignee, dumpsite, quarry, or receiver for Marketplace freight charges, accessorials, or detention. That bar applies whether or not Pro Hauls has paid, withheld, delayed, suspended, or reversed Operator Compensation under Section C.5.3.2. Operator irrevocably waives, as against those persons and to the maximum extent permitted by Applicable Law, any statutory or common-law right to recover Marketplace transportation charges from anyone other than Pro Hauls, including any consignee-liability or bills-of-lading theory. Upon Pro Hauls’s payment of Operator Compensation, Operator assigns to Pro Hauls any remaining right to recover the corresponding charges from a third party, and shall cooperate in that recovery. This Section does not limit Operator’s cargo or indemnity obligations to a Customer, and does not make a Customer a surety for Pro Hauls. Double payment is not due: if a Customer pays Operator directly in error, Pro Hauls may set off under Section 6.8 and Operator shall promptly remit the duplicate.

The existence of any surety bond or trust fund under Section 2.1.7, including any BMC-84 or BMC-85 (or successor), is not a waiver of this Section as between the Parties, except to the extent Applicable Law requires otherwise. Operator’s sole contractual recourse for unpaid Operator Compensation remains against Pro Hauls under this Section C.5.3.1 — not against the Customer.

##### C.5.3.2 Customer Nonpayment; Withhold, Delay, Suspend, or Reverse Disbursement

Pro Hauls may withhold, delay, suspend, or reverse disbursement of Operator Compensation and related amounts if the Customer has failed to remit, fund, pre-authorize, or pay amounts due for that Job, that invoice cycle, or outstanding amounts on the Account, or if the Customer’s payment method fails, chargebacks, returns, or underfunds. Operator acknowledges that Pro Hauls may wait to pay Operator until the Customer remits clear funds.

This Section is not a classic “pay-if-paid” extinguishment of debt as between Operator and Pro Hauls where non-waivable Applicable Law forbids that result. As between the Parties, however, Pro Hauls’s timing obligation to disburse Operator Compensation is conditioned on Customer funding or payment. The weekly timing described in Section C.7.1 is subject to this withhold. Operator’s sole recourse for withheld or delayed Operator Compensation remains against Pro Hauls under Section C.5.3.1; Operator shall not chase, demand, lien, or collect from the Customer.

When the Customer later remits clear funds, Pro Hauls shall use commercially reasonable efforts to release withheld Operator Compensation, less setoff under Section 6.8, open disputes, missing tickets, tax forms, certified-payroll holds, and other lawful deductions. Withheld funds may be applied to the Customer’s outstanding amounts as Schedules B and E allow. Bond or trust rules under Section 2.1.7 still apply to the extent Applicable Law requires. Nothing in this Section C.5.3.2 authorizes Operator to look to the Customer.

C.6 Marketplace Contracting for Operators

C.6.1 Job Presentation

Customer’s posting of a Job is a request for capacity to qualified Operators. Customer is solely responsible for accurate operational information, including pickup and delivery locations, delivery instructions, requirements, truck type, and cargo. Customer may provide job parameters that the Rate Engine may use. Customer does not set Marketplace Rates, and the posting is not an offer of a Customer-set haul rate. Operator’s tap, click, or other indication of acceptance is an agreement to perform at the Operator Compensation and Marketplace Rates then displayed or confirmed by Pro Hauls, not a counter-offer of Operator’s own rate. Customer may withdraw a Job at any time before acceptance, subject to Section B.4.3 after acceptance.

C.6.2 Acceptance

You accept a Job by indicating acceptance in the Platform (including by tap, click, or other in-app control). Once you accept, Customer and Operator are deemed to have entered a binding contract to fulfill that Job based on the Job information, Schedule B (as applied to Customer) or as otherwise agreed between Pro Hauls and Customer, and this Schedule C (as applied to Operator).

C.6.3 Operator Cancellation

You may reasonably cancel an accepted Job before it starts, and you may end an accepted Job during fulfillment. Cancellations and failure to perform result in non-payment of fees for that Job. Unreasonable cancellation, failure to timely notify a Customer, or frequent cancellation or cessation of accepted Jobs may result in suspension or limited access (including to the Marketplace and Drive) and, based on circumstances, possible claims of damages against you. You must communicate to Customer any cancellations or delays for accepted Jobs, including all cancellations within two hours of the scheduled start.

C.6.4 Compensation

##### C.6.4.1 Operator Compensation

The Operator Compensation presented for a Job is determined by Pro Hauls under Section 2.8, including by the Rate Engine, and is the amount per unit (load, shift, ton, hour, mile, or other unit Pro Hauls specifies) that Operator shall be paid if the Job is accepted and completed in accordance with this Schedule. Operator does not set, and Customer does not set, Operator Compensation. Operator’s acceptance is an agreement to perform at the displayed or confirmed Operator Compensation, not a counter-offer of Operator’s own rate. Operator may decline any Job. Pro Hauls retains Service Fees and the Platform Spread from amounts charged to Customer. Displayed compensation is an estimate until the Job is confirmed.

##### C.6.4.2 Disputes and Adjustments

If Customer or Operator believes a confirmed amount is administratively wrong (wrong tonnage, wrong hours, duplicate ticket, and similar), that party shall notify the other and Pro Hauls Support promptly. Users may not renegotiate Marketplace Rates as a substitute for the Rate Engine. Pro Hauls may adjust invoices and disbursements for documented quantity/time errors, Section 2.8.6 events, and accessorials Pro Hauls authorizes. Claims of this kind must be raised with Pro Hauls within one hundred twenty (120) days after completion or they are waived as against Pro Hauls.

##### C.6.4.3 Prevailing Wage and Certified Payroll

Jobs posted on the Marketplace may be governed by prevailing-wage laws, including the Davis-Bacon Act, a State prevailing-wage law, or the McNamara-O’Hara Service Contract Act (SCA). If a Job is flagged as Covered, prevailing-wage, Davis-Bacon, or SCA, Operator is solely responsible for paying required wages and fringes and for certified payroll. Pro Hauls and Customer may withhold Operator Compensation until certified-payroll documentation is properly submitted. Flagging a Job is not a warranty that the flag is correct; Operator must determine coverage. It remains Operator’s responsibility to determine whether presented Operator Compensation satisfies any prevailing-wage entitlement.

##### C.6.4.4 Fuel and Accessorials

Pro Hauls may include fuel, wait time, detention, standby, deadhead, permits, or other accessorials in Marketplace Rates or as separately stated adjustments determined by Pro Hauls (including by the Rate Engine). Eligibility and amount are determined by Pro Hauls, not by Customer or Operator. A Job will indicate whether a fuel or accessorial component applies. Pro Hauls does not guarantee that any accessorial will apply or that it will match any third-party fuel index or marketplace.

Dump free time. Unless the Job or the Rate Engine states otherwise, dump Marketplace Jobs include fifteen (15) minutes of free time at origin and fifteen (15) minutes of free time at destination. After that free time, wait time, detention, or standby is a Rate Engine accessorial or, if the Rate Engine does not state an amount, an amount Pro Hauls determines. Dump operations are not a 120-minute freight-dock free-time convention.

C.6.5 Selecting Jobs

The Marketplace lists Jobs posted by many Customers. Each Operator, in its sole discretion, shall select Jobs that best meet its own financial and resource objectives, operating hours, and logistical convenience. Operator may decline any Job. Operator may not set Marketplace Rates. If a Job is not filling, Pro Hauls may adjust Marketplace Rates (including dynamically) under Section 2.8. Customer may request a review but has no right to set or bind a rate. Operator’s sole remedy if Operator Compensation is unsatisfactory is to decline the Job. There is no guaranteed volume or acceptance.

C.6.6 Information and Promotion

Acceptance of a Job will result in disclosure of your information to Customer. The Platform will disclose additional Customer information, including name and work-site location, and details about the recipient of cargo. That information is Confidential Information of the Customer. You will treat it in confidence and use it only to fulfill accepted Jobs.

You agree that Pro Hauls may promote or advertise you and your business as an Operator available on the Marketplace.

C.7 Pay for Completed Jobs

C.7.1 Timing; Review of Completed Jobs

Operator Compensation for Marketplace work completed in a Sunday-through-Saturday cycle is typically remitted on the following Friday, or on the Tuesday after that Friday (thirteen or seventeen days from the start of the cycle), subject to Section C.5.3.2 (Customer nonpayment withhold), Section C.7.3, setoff, disputes, tickets, and tax forms. If a U.S. federal holiday affects banking, one additional business day is added. If Operator has not provided direct-deposit details, Pro Hauls may pay by check through U.S. mail, which adds delivery time. Weekly timing is not a promise to pay before Customer remits clear funds.

The Platform will enable generation of an invoice on the Operator’s behalf for collection from the Customer. Completed jobs shall be available in the Platform for Operator review. It is Operator’s responsibility to review completed jobs to ensure accuracy before an invoice is generated on Operator’s behalf and before payment. Operator must raise a dispute through the Platform by contacting support@prohauls.co.

C.7.2 Remittance Reports

Operator shall be provided a remittance report of amounts payable for Marketplace Jobs completed. Questions should be directed to support@prohauls.co.

C.7.3 Right to Withhold; Setoff

Pro Hauls may withhold, delay, suspend, or reverse amounts payable to you if: (a) you have outstanding claims with a Customer related to a Job; (b) you have not submitted mandatory certified-payroll forms; (c) you are subject to a lawful lien or garnishment; (d) you have not submitted required tax forms; (e) the Customer has failed to remit, fund, pre-authorize, or pay amounts due, or the Customer’s payment method fails, chargebacks, or underfunds, as stated in Section C.5.3.2; or (f) as otherwise provided in this Agreement (including Sections 6.8, B.6.6, and E.8). Pro Hauls shall endeavor to inform you of amounts withheld and the reasons, and shall release payment as soon as practicable once issues are resolved and, where clause (e) applies, once the Customer remits clear funds. Pro Hauls may also set off under Section 6.8. Withholding under clause (e) does not authorize you to demand the Customer; look solely to Pro Hauls under Section C.5.3.1.

C.7.4 Payment Method

Pro Hauls shall pay Operator by direct deposit to Operator’s bank account or by bank-issued check. Unless otherwise agreed in writing, no other form of payment is available. If Operator fails to submit bank details in a timely manner, a check will be mailed via U.S. Postal Service to Operator’s contact address on the Platform. Pro Hauls may charge an administrative fee of twenty-five dollars ($25) for each bank-issued check.

C.8 Disputes

C.8.1 Between Customer and Operator

Disputes between Customer and Operator are between those parties. If either does not appropriately respond, either party may contact support@prohauls.co. Pro Hauls shall take reasonable steps to facilitate discussions. Pro Hauls has no duty to resolve the dispute.

C.8.2 Interstate Undercharge Period

When providing interstate services, you shall observe the time period for issuing additional amounts or claims for undercharges set forth in 49 U.S.C. § 13710. Assuming you have complied with that invoicing obligation, you shall bring suit related to unpaid freight charges or undercharges within 18 months of the date of delivery or your right to sue or otherwise seek payment is waived.

C.9 Additional Indemnity, Cargo, and Insurance

C.9.1 Additional Indemnity

You agree to defend, indemnify, and hold Pro Hauls and the Customer harmless from all loss, liability, damage, claim, fine, cost, or expense, including reasonable attorneys’ fees, arising out of or related to the performance or breach of this Schedule by Operator, its employees, or independent contractors working for Operator, including claims for personal injury (including death), property damage, and Operator’s possession, use, maintenance, custody, or operation of equipment and vehicles. You expressly waive protections under Applicable Law, including exclusive workers’ compensation remedies, as necessary to give effect to this provision. This Section C.9.1 is in addition to Section 9.3 of the Agreement and includes claims of the kind described in Section 2.1.12(f).

C.9.2 Cargo

Unless otherwise agreed, Operator is solely responsible for the care, custody, and control of cargo tendered under all Jobs from the time cargo is tendered until delivery to the recipient accompanied by appropriate receipts. Operator shall notify Customer and then Pro Hauls immediately if cargo is lost, stolen, damaged, or destroyed, or if Operator becomes aware that the applicable delivery schedule will not be met.

Operator assumes the liability of a motor carrier under the Carmack Amendment as currently codified at 49 U.S.C. § 14706 for loss, delay, damage to or destruction of goods and property tendered to Operator under this Schedule from the time the haul is tendered until delivery to the recipient accompanied by appropriate receipts.

The Carmack obligation in this Section C.9.2 is Operator’s, as motor carrier. Pro Hauls, acting as property broker and Platform operator, is not the carrier and does not assume that cargo liability. Customer’s cargo claims are directed to Operator except to the extent non-waivable Applicable Law requires otherwise as to a broker. See Section 2.1.6 and Section B.7.3.

Operator shall not withhold any cargo transported under this Agreement on account of any dispute as to Rates or any alleged failure of Customer or Pro Hauls to pay charges. Operator is relying upon the general credit of Pro Hauls and hereby waives and releases all liens Operator might otherwise have to any goods of Pro Hauls or Customers in Operator’s possession or control.

Cargo claims procedure. Processing of claims for loss, damage, shortage, delay, or destruction of cargo (“Cargo Claims”) will follow 49 C.F.R. Part 370 except as this Agreement expressly modifies. Operator shall acknowledge, pay, decline, or make a firm offer of compromise within sixty (60) days after receipt of a Cargo Claim. Customer (or the cargo owner) shall have not less than nine (9) months from delivery, or from the date delivery reasonably should have occurred, to file a Cargo Claim, and not less than two (2) years and one (1) day from written disallowance in whole or in part to commence suit. Those periods are Operator’s covenant as motor carrier. They do not expand Pro Hauls’s cargo liability. Salvage requires the cargo owner’s prior written consent. Operator shall not withhold delivery to force settlement of a Cargo Claim.

Relaying a claim is not assumption of carrier liability. Pro Hauls may, as a convenience, relay a Cargo Claim to Operator. Relaying a claim, requesting a certificate, or naming Pro Hauls on a certificate is not an assumption of Carmack liability, is not a claim filing against Pro Hauls, and does not restart any limitation period as to Pro Hauls. Customer’s contractual claims against Pro Hauls remain subject to Section 13.10 and Section 8. Cargo Claims against Operator as motor carrier under this Section C.9.2 and 49 C.F.R. Part 370 are not required to be arbitrated under Section 13.15.

C.9.3 Operator Insurance

##### C.9.3.1 Maintaining Insurance

Operator shall, at its sole expense, maintain continuous insurance coverage as required herein and shall name “Pro Hauls LLC” (and its Affiliates) and the applicable Customer as additional insureds on all liability policies (including automobile liability and commercial general liability) using language substantially equivalent to “Pro Hauls LLC and its Affiliates and the Customer as additional insureds.” Operator’s insurance shall be primary and non-contributory with respect to any insurance maintained by Pro Hauls or Customer. Operator’s policies shall contain a waiver of subrogation in favor of Pro Hauls and Customer. Operator must cause its insurer to provide Pro Hauls with at least thirty (30) days’ prior written notice of cancellation, non-renewal, or material reduction in coverage (ten (10) days for non-payment of premium). Certificates of Insurance (and, upon request, full policy copies, declarations, and endorsements) must be submitted to insurance@prohauls.co (or such other address as Pro Hauls designates) before any Job is accepted and must remain current at all times. Pro Hauls may release Operator’s contact information and certificates to any Customer upon request. Upon any lapse, cancellation, or failure to provide current proof of coverage, Operator’s access to the Platform and ability to accept or perform Jobs shall be automatically suspended without notice until satisfactory proof is restored. Pro Hauls has no obligation to monitor continuous coverage but may do so at its discretion.

##### C.9.3.2 Minimum Coverage

Operator shall maintain not less than: (a) Automobile Liability insurance with limits of not less than $1,000,000 combined single limit per occurrence (or higher limits if required by Applicable Law or the specific Job); (b) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; and (c) motor-truck cargo legal-liability insurance covering the commodities actually hauled on Marketplace Jobs, with limits of not less than One Hundred Thousand Dollars ($100,000) per occurrence (or the Customer Price of the Job, if higher, when the Job or Order Form so states). The cargo policy shall not exclude unattended vehicles, theft, dumping operations, construction materials, debris, or contamination of other cargo to the extent those exclusions would defeat coverage for ordinary dump-haul claims. Customer shall be named as loss payee as its interests may appear. Pro Hauls may require higher cargo limits for a particular Job. (d) Uninsured / underinsured motorist (optional). Operator is encouraged, and Pro Hauls may require for a particular Job or Order Form, to maintain uninsured and underinsured motorist (UM/UIM) coverage of not less than One Million Dollars ($1,000,000) on automobile liability. UM/UIM is optional unless a Job or Order Form states that it is required.

If Operator’s cargo policy contains a schedule of covered vehicles, Operator shall not use a vehicle that is not scheduled. Failure to maintain cargo insurance is an automatic suspension event under Section C.9.3.1.

All insurers must have a current A.M. Best rating of A- VII or better (or equivalent) and be authorized to do business in the jurisdictions where services are performed. Higher limits may be required by Pro Hauls or Customer for particular work.

##### C.9.3.3 Non-Asset Arrangers

If Operator is a Non-Asset Broker as defined in this Agreement and does not operate vehicles in connection with Jobs, Pro Hauls will waive the Automobile Liability minimum in Section C.9.3.2 with respect to Operator itself if Operator provides documentation showing that (i) Operator’s subcontracted Operators are registered on the Platform (or otherwise approved by Pro Hauls) and maintain insurance that complies with Section C.9.3.2; and (ii) those subcontracted Operators have named Pro Hauls and the applicable Customer as additional insureds on a primary and non-contributory basis, with a waiver of subrogation in favor of Pro Hauls and Customer. Even if Pro Hauls waives Automobile Liability for Operator under this subsection, Operator remains liable for claims arising out of the acts or omissions of its subcontracted Operators and Drivers as if Operator were the owner of the vehicle subject to any claim. A Non-Asset Broker must maintain Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate. The foregoing waiver is only as to Automobile Liability coverage of the Non-Asset Broker itself. It does not waive cargo legal-liability insurance. Every performing motor carrier must maintain cargo insurance meeting Section C.9.3.2(c) and name Customer as loss payee as its interests may appear.

##### C.9.3.4 Workers’ Compensation

Operator warrants that it is in compliance with Applicable Law, including workers’ compensation laws. Operator shall maintain workers’ compensation coverage as required by Applicable Law for its workers. Where Operator has employees and workers’ compensation applies, Operator shall also maintain employer’s liability coverage of not less than One Million Dollars ($1,000,000) per accident, per employee, and per disease.

This Schedule D applies when a User is a Driver of a Customer Fleet Vehicle, a Hired Fleet Operator, or a Driver of a Hired Fleet Vehicle (for this Schedule, a “Contracted Driver”) and uses the Platform in connection with Private Fleet Hauls.

D.1 Convenience Only

Your use of the Platform under this Schedule is for convenience only. Pro Hauls has no obligation to confirm rights and obligations between you and any other User. Pro Hauls has no obligation to provide maintenance records or other documentation to you or on your behalf. Fees and payments agreed between you and any other User are that other User’s obligation. Pro Hauls is not responsible for payments or documentation of transactions between Contracted Drivers and other Users.

D.2 Safety; No Use While Driving

As with all Operators using the Platform, Contracted Drivers agree at all times to obey Applicable Law related to the safe handling of motor vehicles. You agree never to operate any Pro Hauls application or access the Platform while operating a motor vehicle. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CONTRACTED DRIVERS EXPRESSLY RELEASE AND WAIVE ALL CLAIMS AGAINST PRO HAULS ARISING OUT OF OR RELATING TO THE CONTRACTED DRIVER’S UNSAFE OPERATION OF A MOTOR VEHICLE.

D.3 Separate Carrier Agreements

You may have entered into a carrier or operator agreement on the Platform with a Customer, or independently of the Platform with a Platform User. To the extent you entered into such an agreement through the Platform, that agreement is independent of Pro Hauls. Questions or concerns should be directed to the Users with whom you are doing business.

This Schedule E applies to a Customer that uses optional payment-processing functions Pro Hauls may offer (“Payment Processing”) to pay Shipment Cost for completed Jobs or Private Fleet Hauls to Operators.

E.1 Subscription

This Schedule applies to Customers that have subscribed to Payment Processing. Payment schedule, commercial fees, and additional terms are memorialized on an executed Order Form.

E.2 Customer Obligations

Customer shall adhere to the payment schedule in the Order Form and pay amounts due for work completed on the Platform. For Marketplace Jobs, amounts are determined under Section 2.8 and User input does not set Marketplace Rates. For Private Fleet Hauls, Customer is responsible for ensuring that any amounts or calculations the Customer enters related to Shipment Cost are accurate. Adjustments shall be made on the Platform or through Pro Hauls Support, subject to Section 2.8 for Marketplace Rates.

Pro Hauls is not liable under this Schedule for transactions not made on the Platform, for Customer’s failures to meet this Schedule, or for errors in amounts or calculations of Shipment Cost or amounts due to Operators. Payment Processing is designed to facilitate business-to-business transactions. Personal information of Operators held by Pro Hauls shall be kept confidential and used solely to provide the Service and in compliance with Applicable Law.

In providing disbursement of Shipment Cost on Customer’s behalf for completed work on the Platform, Customer represents that the work is for lawful transport of construction or similar materials, not cargo prohibited by Applicable Law, and not for payments unrelated to the physical movement of materials.

E.3 Payment Facilitator

Customer appoints Pro Hauls as payment facilitator solely for disbursing funds to Operators on Customer’s behalf. Disbursement shall be based on Platform records as established and as otherwise adjusted on the Platform, including confirmed Marketplace Rates for Marketplace Jobs.

E.4 Trade Credit

Customer must complete a credit application before using Payment Processing. Customer consents to Pro Hauls’s use of a third-party credit agency before and during use. Pro Hauls shall notify Customer of any credit limit and may adjust it based on timely payments and ongoing review of credit standing. Offering or continuing a trade line of credit is in Pro Hauls’s sole discretion and may be rescinded at any time without notice.

E.5 Customer Authorizations

Customer authorizes Pro Hauls to use and disclose confidential information submitted on the Platform in performance of Payment Processing, including Job information and information that may relate to the Operator. Customer further authorizes Pro Hauls to provide relevant government authorities with information about the Job, the Customer, amounts remitted to Pro Hauls, and amounts disbursed to Operators.

If a screening process reveals, or Pro Hauls becomes aware of, a violation or suspected violation of Applicable Law, or if continuation of Payment Processing would cause Pro Hauls to become out of compliance with Applicable Law, Pro Hauls may immediately suspend or terminate Payment Processing without penalty. Pro Hauls will provide written notice at the earliest practicable time, which may be after action has been taken. Any amount remitted to Pro Hauls and not disbursed to Operators shall be returned, along with any Service Fee related solely to the remitted amount, upon Pro Hauls’s exercise of this right.

Customer represents that it has full authority to authorize all payments requested by Payment Processing, has authorized applicable financial institutions to withdraw, debit, or charge necessary funds, and authorizes Pro Hauls to disburse amounts only when a sufficient balance is remitted to Pro Hauls or is available in a financial-institution account at the anticipated withdrawal time. Anticipated withdrawal time means not later than 11:59 p.m. United States Central Time on the day following the operating week. Jobs in dispute will be excluded from the amount to be remitted and disbursed. In the absence of instruction from Customer before the anticipated withdrawal time, Pro Hauls may proceed to disburse funds, and that absence of instruction has the same legal effect as a written authorization signed by an authorized representative of Customer.

E.6 Payment Schedule

Pro Hauls maintains a weekly schedule. Shipment Costs for completed work are summary-invoiced weekly. Customer and Pro Hauls agree to the operating schedule in the Order Form.

E.6.1 Primary Disbursement

Pro Hauls shall disburse funds to Operators by ACH. Funds are disbursed on a specified day and are generally available to Operators on the next business day, based on each Operator’s financial institution. Pro Hauls does not guarantee time of receipt. If a bank holiday coincides with the disbursement day, disbursement occurs on the next business day. Funds are disbursed only to financial institutions in the United States and only in United States dollars.

E.6.2 Check Disbursement

Customer may request that Shipment Cost be disbursed by paper check mailed to an Operator. Customer shall be charged a check-processing fee. The check will be mailed on the day disbursement would otherwise occur by ACH, via U.S. Postal Service. Customer acknowledges that the Operator will be delayed in receiving funds based on mail time.

E.6.3 Bank Charges

Charges incurred by Pro Hauls as part of Customer’s remittance of funds shall be passed to Customer at cost as a line item on the invoice.

E.6.4 Remittance Reports

Upon disbursing funds, each Operator receiving funds will be provided a remittance report outlining the associated completed jobs totaling the amount disbursed.

E.6.5 Tax Reporting

Pro Hauls shall provide Customer a yearly report of amounts disbursed to each Operator by not later than January 15. It is Customer’s responsibility to issue each Operator relevant IRS forms (if applicable) and other reports required by Applicable Law.

E.7 Remitting Funds

Customer shall remit funds to cover Shipment Costs for all work completed by Operators on the Platform. Customer shall (i) have clear funds available in the account used by Pro Hauls at a financial institution determined by Pro Hauls, or (ii) have cleared funds available to be pulled by Pro Hauls from Customer’s financial institution.

If Customer over-funds, Pro Hauls shall retain the over-funded amount and apply it as a credit to the next invoice, and shall notify Customer. Alternative actions may be requested at support@prohauls.co.

If Customer under-funds, Pro Hauls shall inform Customer, and Customer shall immediately pay the underfunded amount. If not paid within two (2) business days, the underfunded amount is an outstanding amount owed, and Pro Hauls may exercise rights in Section E.9. Customer remains liable for any negative adjustment to an Operator where that Operator does not have an outstanding amount to be disbursed. Where a negative adjustment cannot be applied, that amount is deemed underfunded.

E.8 Permitted Withholding; Escheat

Pro Hauls shall not withhold disbursement to an Operator except: (i) as required by Applicable Law; (ii) by order of a court of competent jurisdiction; (iii) due to Customer’s failure to remit, fund, pre-authorize, or pay amounts due for a Job, invoice cycle, or outstanding amounts on the Account, or due to payment-method failure, chargeback, return, or underfunding (consistent with Sections C.5.3.2, C.7.3, and B.6.6); or (iv) due to Operator-side withhold grounds, disputes, setoff, fraud, missing tickets, tax forms, certified-payroll holds, or similar grounds already stated in this Agreement (including Sections 6.8 and C.7.3). Withheld funds shall be used in compliance with Applicable Law, applied to Customer’s outstanding amounts as this Schedule and Schedule B allow, or returned to Customer upon settlement of outstanding amounts. If funds cannot be returned to Customer or disbursed to Operator, Pro Hauls shall follow Applicable Law to escheat those amounts within the timeframe prescribed by the state determined by the last known business address on the Platform. Pro Hauls has no liability for compliance with escheatment. Bond or trust rules under Section 2.1.7 still apply to the extent Applicable Law requires. Operators look solely to Pro Hauls under Section C.5.3.1.

E.9 Remedies for Non-Payment

Any outstanding amounts (including interest, charges, and fees) owed by Customer that remain unpaid more than two (2) business days from the invoice due date or a notice date, or any failure to remit, fund, pre-authorize, or pay as Section E.8 contemplates, may result in Pro Hauls taking one or more of the following actions: (i) set off any amounts payable to Customer; (ii) withhold, delay, suspend, or reverse Payment Processing and amounts to be disbursed to Operators (including Operator Compensation); (iii) charge interest at eighteen percent (18%) per annum, or the maximum rate permitted by law, whichever is lower; (iv) suspend Payment Processing and, when outstanding amounts are settled, release or refund any withheld funds to be disbursed, less outstanding amounts; or (v) terminate this Schedule once outstanding amounts are settled. Withholding Operator disbursements on Customer nonpayment is an express remedy. These actions do not waive Pro Hauls’s right to seek damages, including reasonable attorneys’ fees and costs of collection under Section 6.2.

E.10 Stop-Payment Requests

Customer may request that Pro Hauls stop a disbursement already approved by Customer. Pro Hauls shall use commercially reasonable efforts to stop the disbursement but cannot guarantee success. Customer acknowledges that: (i) a stop-payment request must be submitted within a reasonable time to allow Pro Hauls and financial institutions to act; (ii) Customer is responsible for any stop-payment authorization fee plus charges incurred by Pro Hauls from financial institutions; (iii) if stopping disbursement to one Operator cannot occur without stopping disbursement to all Operators, and Customer persists, claims of delay by Operators are Customer’s liability, not Pro Hauls’s; (iv) if Pro Hauls initiates the stop and returns the amount to Customer, but the Operator nonetheless negotiates the previously stopped amount, creating a liability for Pro Hauls, Customer shall reimburse Pro Hauls for the amount withdrawn plus associated charges. Pro Hauls shall demonstrate the withdrawn amount. Customer shall reimburse Pro Hauls within two (2) business days of the invoice. Failure to reimburse is an outstanding amount and may result in action under Section E.9.

E.11 Corrections

If Pro Hauls incorrectly disbursed funds to Operators, Pro Hauls shall use commercially reasonable efforts to correct the error at no expense to Customer. Customer agrees to use commercially reasonable efforts to aid Pro Hauls in correcting incorrectly disbursed amounts.

This Schedule F applies to a Customer that uses optional ticketing software Pro Hauls may offer, enabling the Customer to create and manage a pricing catalog, generate tickets (also known as sales receipts, scale tickets, load slips, or bills of lading), produce accounts-receivable records, record payments, edit and audit previously created tickets, manage Operator details, and exchange data with adjacent systems (scales, accounting systems, or quoting systems).

F.1 License; Customer-Entered Data

Pro Hauls grants Customer and its Authorized Account Users a license to access and use the ticketing software in accordance with this Schedule. Pro Hauls is not responsible for data Customer or its Authorized Account Users input, or for actions they take using the software.

F.2 Confidentiality of Inputted Data

Data inputted by Customer is Confidential Information of Customer. Outputs Customer creates using the ticketing software are also Confidential Information. Pro Hauls may view and use that Confidential Information in furtherance and performance of this Schedule.

F.3 Disclosure of Ticket Information

Customer may choose to disclose ticket information to third parties using the software, including information relating to Operators or recipients who are not registered Users. To the extent Customer discloses ticket information using the Platform, Customer represents that it has all necessary permissions and consents.

F.4 Hardware Not Included

Without limiting User’s responsibility to furnish its own devices and network access, Pro Hauls does not provide hardware and makes no representation or warranty on hardware Customer chooses to use with the ticketing software, unless otherwise agreed in writing.

F.5 Offline Mode

If configured, the ticketing software may allow limited functionality when an Internet connection is unavailable (“Offline Mode”). Certain features may be restricted, and data entered or modified during Offline Mode may not sync automatically until a stable connection is reestablished.

Customer acknowledges that data entered, modified, or stored locally in Offline Mode is subject to potential loss due to software crashes, device failure, failure to reconnect within a specified timeframe, a hard refresh of the webpage, or any action that results in loss of data entered during Offline Mode. Pro Hauls does not guarantee preservation or recovery of data processed in Offline Mode and is not liable for loss, corruption, or inability to sync or access such data.

Offline Mode is provided “AS IS” without warranties of any kind, express or implied, including reliability, accuracy, or uninterrupted operation. Pro Hauls shall not be liable for any direct, indirect, incidental, or consequential damages arising from use of or inability to use Offline Mode, including data loss, business interruption, or other commercial losses.

F.6 Fees

Customer shall pay fees set forth in an Order Form (the “Ticketing Fee”).

When applicable during a period defined in the Order Form, Customer will be permitted a maximum number of tickets produced (the “Ticket Threshold”). If Customer exceeds the Ticket Threshold, Customer will pay an overage amount specified in the Order Form. Unused ticket volume in a given period may not be carried over and will not be credited back.

When applicable, Pro Hauls may review the Ticketing Fee and Ticket Threshold on an interval specified in the Order Form, calculated from the Order Form commencement date, to determine whether Customer has exceeded the Ticket Threshold. If an adjustment is required, a new Order Form will be issued. If Customer declines the revised Order Form, either Party may terminate the Order Form effective upon 30 days’ prior written notice.

F.7 Payment Terms

Fees commence as of the service commencement date in the Order Form, or the first ticketed transaction.

Payments on Pro Hauls invoices are due immediately upon receipt unless otherwise stated in an Order Form, on an invoice, or as mutually agreed in writing. Pro Hauls may charge at the beginning of each payment period defined in the Order Form: (i) the Ticketing Fee; (ii) any overage fee; and (iii) any other service amounts outlined in the Order Form.

Customer shall pay electronically by ACH or similar method not later than the invoice due date.

Invoice disputes for Ticketing Fees are governed by Section 6.3 of the Agreement (forty-eight (48) hours), unless an Order Form expressly states a different window for ticketing SaaS invoices only. Customer waives the right to contest an invoice outside the applicable period.

F.8 Audit

Pro Hauls or its nominee (including accountants or auditors) may audit Customer’s use of the ticketing software at any time during the term and for twelve (12) months following termination of the Order Form. Customer shall make books, records, equipment, information, and personnel available and provide cooperation reasonably required. Pro Hauls shall examine only information directly related to Customer’s use of the ticketing software. If the audit determines that use is greater than recorded, the amount determined by the audit shall apply. Any substantiated under-reported amount becomes due and payable within thirty (30) days of written notification of the audit results.

F.9 Term and Termination

The term is specified in the Order Form (the “Initial Term”). The Order Form automatically renews for the renewal term indicated on the Order Form (each a “Renewal Term”), unless a Party provides written notice of intent not to renew at least thirty (30) days before the end of the then-current term. The Initial Term and any Renewal Terms together are the “Term.”

Termination takes effect at the end of the applicable billing month. If Customer terminates the Order Form (in the absence of Pro Hauls’s material breach), Customer shall pay the aggregate remaining fees for the Term and any other outstanding balances.

Customer is responsible for all transactions up to the day of termination. This Schedule survives termination solely to settle outstanding invoices or claims. Customer’s ability to make a transaction shall be revoked by not later than 9:00 p.m. United States Central Time on the day of termination.

Customer may request a one-time digital copy of transaction records related to tickets created during the Term or a specified period, within sixty (60) days following termination. The digital copy shall not include contact details (beyond entity name) of any Operators. Once provided, further record requests shall be assessed as paid work. Pro Hauls shall have up to sixty (60) days to provide the one-time copy. Transaction records provided shall be limited to not more than seven (7) years from the date of termination.

Customer may request assistance at termination (“Transition Services”). Pro Hauls shall designate a point of contact to coordinate disentanglement and revocation of Authorized Account User accounts. Transition Services do not include non-application tasks.

This Schedule G applies to a Customer that uses optional services Pro Hauls may offer to convert digital images or documents of scale tickets into Platform-usable data (the “Transcription Service”).

G.1 Description

The Transcription Service captures information on a physical ticket of a Job or haul submitted by an Operator using a Pro Hauls application. Pro Hauls will transcribe information on a ticket and make it accessible as a digital record. The service is based on one ticket per load transaction.

G.2 Dependency

The Transcription Service is contingent on Customer’s ongoing use of the Platform and is provided only for origin locations Customer identifies as requiring it.

G.3 Ticket Content

A ticket may have many data elements that can be transcribed. A ticket that lacks specified data elements may fail transcription and be rejected. Required data elements shall be defined in an Order Form.

G.4 Pro Hauls’s Role

Pro Hauls shall transcribe tickets collected on the Platform. An Operator or Customer may resubmit a ticket for completed work. Each submitted or resubmitted ticket is an independent use of the Transcription Service.

The Transcription Service is available Monday through Friday, 9:00 a.m. to 6:00 p.m. United States Central Time (each a “Transcription Business Day”), excluding U.S. federal holidays. A ticket submitted outside those hours is deemed to have arrived at the start of the next Transcription Business Day.

Pro Hauls shall reject a ticket that does not contain the minimum information defined by Customer. Pro Hauls may also reject a ticket where (i) the image cannot be interpreted; (ii) the text is not reasonably legible; or (iii) the ticket has a duplicate ticket number. A rejected ticket resubmitted within seven (7) days of the rejection date may be transcribed.

G.5 Customer’s Role

Customer is responsible for working with Operators to capture legible ticket images and to use due care in photographing tickets. Customer shall work with Operators to ensure tickets are valid.

G.6 Data Privacy

Data collected are subject to the Privacy Policy and shall be treated as Confidential Information of Customer and Operator. Pro Hauls shall not disclose ticket information except in connection with performing the Transcription Service, as part of using the Platform, or as otherwise permitted for Confidential Information under this Agreement.

G.7 No Accuracy Warranty

Pro Hauls will use due care when performing the Transcription Service. Pro Hauls makes no representations or warranties on the accuracy of information captured from a ticket or the usability of transcribed data. Pro Hauls does not validate the appropriateness of information on the ticket, nor whether there is an appropriate proof-of-delivery signature or similar, unless specifically agreed in an Order Form. Validation of tickets remains Customer’s responsibility.

G.8 Fees

Customer shall be charged fees as stated in the Order Form. Pro Hauls will invoice on the interval described in the Order Form. Payment terms are the same as the Agreement, including the 48-hour invoice-dispute window in Section 6.3.

G.9 Term and Termination

This Schedule commences as of the commencement date on the Order Form and remains in effect until the earlier of expiration of the Order Form or termination under this Section G.9.

A Party may terminate the associated Order Form with not less than ninety (90) days’ prior written notice, or as otherwise specified in the Order Form. Termination of the Order Form automatically terminates this Schedule.

Questions about this document? Call (615) 477-0779 or email support@prohauls.app. Effective August 31, 2026 (working draft).