Terms of Service

Draft — effective date to be announced.

1. Who we are and what this is

These Terms of Service ("Terms") govern access to and use of the Loadroom software platform, websites and related services (the "Service") provided by [COMPANY LEGAL NAME], a Delaware corporation (in formation) ("Loadroom", "we", "us"). By creating an account, signing in, or using the Service you agree to these Terms on behalf of yourself and the business you represent ("Customer", "you"). If you do not have authority to bind that business, do not use the Service.

2. The Service, and what Loadroom is not

The Service is software that helps carriers and freight brokers manage loads, documents, communications, telematics data, invoicing and related workflows.

Loadroom is a technology provider only. Loadroom is not a motor carrier, freight broker, freight forwarder, shipper, insurer or payment processor, and is not a party to any freight, brokerage, rate confirmation or payment agreement between users. Users are solely responsible for their own contracts, operating authority, insurance, regulatory compliance and the accuracy of what they enter or send through the Service.

3. Accounts and security

You must provide accurate business information, including legal name and, where applicable, USDOT/MC numbers, and keep it current. We may verify information with public sources and may hold, limit or refuse accounts we cannot verify.

You are responsible for all activity under your accounts. Keep credentials and second-factor devices secure, use the access controls the Service provides, and notify us promptly at [email protected] of any suspected unauthorized access.

4. Your data

As between you and Loadroom, you own the data you and your users submit to the Service ("Customer Data"). You grant Loadroom a limited licence to host, process, transmit and display Customer Data only to provide, secure, support and improve the Service for you, and as described in our Privacy Policy.

The Service is built so that one customer's private data is not shown to another customer unless a user deliberately shares or sends it through a feature designed for that purpose. You are responsible for having the rights and any required consents to submit Customer Data, including data about your drivers, employees and contacts.

We may use aggregated, de-identified information that does not identify you, your users or your counterparties to operate and improve the Service. We do not sell Customer Data.

5. Third-party services and integrations

The Service can connect to third-party services you choose to use (for example ELD and telematics providers, load boards, accounting, mapping, messaging or payment services). Those services are governed by their own terms and are not controlled by Loadroom. Where an integration requires your own subscription or credentials, you are responsible for that subscription and its terms. We are not responsible for the availability, accuracy or conduct of third-party services.

6. AI-assisted features

Some features use artificial intelligence to read documents, summarize information, propose actions or draft messages. AI output may be incomplete or wrong. Proposed actions are presented for your review; you remain responsible for confirming any action, message, rate, document or decision before it is sent or relied upon. Do not rely on AI output as legal, tax, safety or regulatory advice.

7. Acceptable use

You will not: use the Service to violate law or third-party rights; submit fraudulent, misleading or impersonating information (including false identities, authority or documents); attempt to access another customer's data or to probe, scan or circumvent security; interfere with the Service; reverse engineer it except as law permits; or resell the Service without our written agreement. We may suspend access to protect the Service, users or the public.

8. Fees, trials and billing

Paid plans are billed in advance on a monthly or annual basis at the prices shown at sign-up or in your account. A free trial may require a payment method; unless you cancel before the trial ends, the subscription starts and your payment method is charged. Fees are non-refundable except where required by law or stated otherwise in writing. Taxes are your responsibility. We may change prices with at least 30 days' notice before your next renewal.

9. Confidentiality

Each party will protect the other's non-public business information disclosed in connection with the Service with reasonable care and use it only for the purposes of these Terms, except where disclosure is required by law.

10. Intellectual property and feedback

Loadroom owns the Service, including its software, design and content, excluding Customer Data. You may provide feedback; we may use it without obligation to you.

11. Availability, changes and support

We work to keep the Service available and secure but do not guarantee uninterrupted or error-free operation. We may modify or discontinue features; if we materially reduce core functionality of a paid plan we will give reasonable notice.

12. Warranties and disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOADROOM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY OF DATA RECEIVED FROM USERS OR THIRD PARTIES (INCLUDING TELEMATICS, TEMPERATURE, LOCATION, RATE AND IDENTITY DATA).

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOADROOM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, CARGO, OR DATA, ARISING FROM OR RELATED TO THE SERVICE. LOADROOM'S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE WILL NOT EXCEED THE FEES YOU PAID LOADROOM IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. Loadroom has no liability for loss of or damage to freight, delays, claims between users, or payments between users.

14. Indemnity

You will defend and indemnify Loadroom against third-party claims arising from your Customer Data, your freight or brokerage activities, your contracts with other users, or your breach of these Terms or applicable law.

15. Term, suspension and termination

These Terms apply while you use the Service. You may cancel at any time; cancellation takes effect at the end of the current billing period. We may suspend or terminate for material breach, non-payment or risk to the Service or others. After termination you may request an export of Customer Data for 30 days, after which we may delete it in line with our retention practices, except where retention is required by law.

16. General

Governing law: [STATE], without regard to conflict-of-law rules; venue: courts located in [COUNTY, STATE]. These Terms, together with any order form or plan terms, are the entire agreement on this subject. If a provision is unenforceable, the rest remains in effect. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets. Notices to Loadroom: [email protected]. We may update these Terms; we will give notice of material changes before they take effect.