BRIDGEHAUL, INC. – TERMS OF SERVICE AGREEMENT

Last updated 11/1/2015



This agreement (the “Agreement”) describes the terms on which BridgeHaul, Inc., (“BridgeHaul” or “Broker”) offers access to its websites www.bridgehaul.com, https://shipper.bridgehaul.com, and https://carrier.bridgehaul.com (the “Sites”) and the associated mobile application (“Mobile App”). BridgeHaul provides an online and mobile platform (the “Service”) to provide fleet management services and an automated freight marketplace to facilitate the connection of Shippers with Carriers for the transportation of freight and cargo whereby Shippers can submit a request for the transportation of freight or cargo (“Shipment”). Qualified Carriers can accept such requests, and both Shippers and Carriers can track such requests. The Service includes access to the Sites, Mobile App, content, and downloads, and associated user content offered by BridgeHaul. BridgeHaul does not assess the suitability, legality, regulatory compliance, quality or ability of any Carriers, Shippers, shipped items, or shipping services scheduled through the use of the Service, and BridgeHaul makes no warranty regarding the foregoing. The Service is provided “as is” without warranties of any kind and BridgeHaul’s liability to you is limited.

This Agreement sets forth the terms for use of the Service. By accessing or using the Service, you are accepting this Agreement, on behalf of yourself or the company, entity or organization that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, on behalf of yourself or the company, entity or organization that you represent. You may not access or use the Service or accept this Agreement if you are not at least 18 years old. Use of the Service is conditioned on your agreement to all of the terms and conditions contained in the Agreement, including the policies and terms linked to or otherwise referenced in the Agreement, all of which are hereby incorporated into the Agreement. If you do not so agree, you should decline this Agreement, in which case you are prohibited from accessing or using the Service.


PRIVACY POLICY

We may collect registration and other information about you through our Services. Our collection and use of this information is governed by our Privacy Policy, available at https://bridgehaul.com/privacy


ACCOUNTS


Accounts

In order to use certain features of the Service, you must register for an account with BridgeHaul (“Account”) and provide certain information as prompted by the registration creation form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by contacting BridgeHaul at support@bridgehaul.com.

Restricted Access

Certain parts of our Services, including account management features, may be password-restricted to registered users or other authorized persons (“Password-Protected Areas”). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you. BridgeHaul is not liable for any loss or damage arising from your failure to comply with the above requirements.


DEFINED TERMS

Carrier

Motor Carrier, or Carrier, means a for-hire motor carrier or a private motor carrier with authority issued by the federal government or any state government to haul freight for third parties. The term includes a Carrier’s drivers, whether employees or independent contractors, as well as a Carrier’s agents, officers and representatives. A Carrier who accesses or uses the Service is an independent contractor and remains solely responsible for screening, selecting, hiring, training, supervising, managing, assigning, and dispatching drivers. A Carrier is solely responsible for the inspection and maintenance of motor vehicle equipment and accessories. Carrier is solely responsible for its own actions, omissions, training, oversight, compliance with regulatory and safety requirements, and all management of Carrier’s equipment, services, drivers, employees, contractors, agents and servants. A Carrier maintains sole control over the methods and results by which it performs freight transportation services, and retains the sole duty to provide, maintain, manage and control the equipment, personnel, and expertise required to transport a Shipper’s freight. BridgeHaul is not an agent for any Carrier. No Carrier is ever an agent for BridgeHaul. The provisions of Section 3 apply to Carriers.

BridgeHaul is not a Motor Carrier. No interpretation of written or oral remarks in any agreement or document shall be construed to imply BridgeHaul is a Motor Carrier, or that BridgeHaul is subject to the regulatory or legal requirements or liabilities of a Motor Carrier.

Driver

Driver means any licensed operator of a commercial motor vehicle used to transport goods. A Driver is solely responsible for the inspection and maintenance of motor vehicle equipment and accessories. Carrier is solely responsible for its own actions, omissions, training, oversight, compliance with regulatory and safety requirements, and all management of Driver’s equipment and services. A Driver maintains sole control over the methods and results by which it performs freight transportation.

Broker

BridgeHaul, Inc. is a federally licensed property broker under authority granted by the U.S. Department of Transportation (“DOT”), and the Federal Motor Carrier Safety Administration (“FMCSA”). BridgeHaul’s sole duty is to arrange for the transportation of freight by a Motor Carrier that is authorized to operate by the federal government or by a state government. As a broker, BridgeHaul does not take possession, custody or control of any freight. BridgeHaul does not assume any possessory rights or obligations, nor assume any financial responsibility whatsoever, for freight, including loss and damage liability.

BridgeHaul offers a platform to connect Shippers and Carriers, but does not provide shipping services or act in any way as a Carrier. It is up to the Carrier to provide shipping services, which may be scheduled through the use of the Service. BridgeHaul has no responsibility for any shipping services provided to Shippers by such Carriers.

Shipper

A Shipper owns, possesses, or otherwise controls the rights to tangible property or freight. The Shipper is a person or entity who seeks the transportation of freight by a licensed Motor Carrier. BridgeHaul is not an agent for the Shipper.

User

A User is any individual or company who accesses or uses the Service. This individual may be a Driver, Carrier or a Shipper.

User Content

User Content means any and all information, data, and other content that a User submits to, uses with, or otherwise conveys to the Service. User Content includes the information provided in a Shipment request or acceptance, as well data collected by BridgeHaul through normal use of the Service, including but not limited to the Carrier’s location, the time and date when a Shipment was picked up or dropped off, and how often a Carrier completes a Shipment on time.


DESCRIPTION OF SERVICES


Fleet Management Solution

When you register as a Carrier for the Service, you will provide BridgeHaul with certain information such as your name, email, DOT #, and address. Through the Service, BridgeHaul provides a platform that enables Carriers to keep track of Connected Drivers' driving logs, vehicle inspections, and active dispatched loads to Connected Drivers.

The Service enables Carriers to connect with Drivers using the Mobile App, allowing Drivers to automatically share their driving logs, documents and location information with their Connected Carriers, and allowing Carriers to send information to their Connected Drivers.

(a) Drivers

Through the Service, BridgeHaul provides a platform that enables Drivers to maintain driving logs, keep track of vehicle inspections, locate truckstops, and send and receive other job-related information. You assume sole responsibility for your driving logs and for complying with all state and federal regulation including but not limited to FMCSA Hours of service of drivers.

Drivers can use the Services to track and share their driving logs via email or fax, without being Connected to a Carrier.

(b) Carriers

Drivers can connect with Carriers using the Services to access additional functionality. Once a Driver is connected with a Carrier, that Driver's driving logs, documents and location will be automatically shared with that Carrier and that Carrier will be able to send messages to that Driver. BridgeHaul’s role in this process is solely to provide the technology and platform that enables these services.

Shipping Marketplace

When you register as a Shipper, Shipper may submit a Shipment through the Service. Shipper will provide information as part of requesting a Shipment including but not limited to the following:
(a) The origin and destination addresses for the Shipment;
(b) The requested dates and times for pickup and drop-off of the Shipment;
(c) A description of the freight being transported as part of the Shipment;
(d) The specific equipment requirements;
(e) The carrier prerequisites for carrier qualification;
(f) Any other requirements or requests regarding the Shipment.

BridgeHaul is not responsible for any Shipment terms entered into between Shipper and Carrier. Once a Shipment is uploaded to the Service, the price for the shipment (“Shipment Fee”) will be displayed to the Shipper prior to posting and must be accepted in order for BridgeHaul to accept the post and make visible on the Service. Shippers may cancel a Shipment at any time prior to it being accepted by a Carrier. If cancellation of shipment is made after it has been accepted by a Carrier, a penalty may be assessed to the Shipper based on the elapsed time since the shipment was accepted by Carrier and/or time remaining until pickup; these penalties and other assessorial fees are described in Section 6.

A Carrier may view individual Shipments available to it at any time and accept a Shipment through the Service. Once a Carrier accepts a Shipment, that Carrier will be sent all applicable Shipment information and will be assigned to perform transportation services related to the Shipment. Upon a Carrier’s acceptance, BridgeHaul will notify Shipper that the Shipment has been accepted. BridgeHaul does not guarantee that a Shipment will be accepted by a Carrier. BridgeHaul may at its discretion, suggest a higher Shipment Fee to increase the probability that a Shipment is accepted by a Carrier and Shipper will have the option to agree to higher Shipment Fee or maintain initial posted Shipment Fee.

Completion of the Shipment

Once a Shipment is accepted by a Carrier, the Shipper must provide requisite information to the Service to generate a bill of lading (“Bill of Lading”) for each Shipment prior to Carrier leaving the pickup location. When delivering the Shipment, the Carrier will upload to the Service a proof of delivery signed by the authorized recipient on the Driver’s Mobile App (“Proof of Delivery” or “PoD”). Carrier will send any questions or concerns regarding the Bill of Lading to the applicable Shipper. Any routing instructions, or similar information, contained on the Site or within the Mobile App are for informational purposes only and are not to be considered instructional.


CARRIER RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES

Carrier Responsibilities

Carrier agrees that it has completed the onboarding process with BridgeHaul and has provided BridgeHaul with:
(i) correct ICC Authority (MC#) through signup and registration process;
(ii) a completed W-9 form;
(iii) current certificate(s) of insurance with minimum Cargo Liability and Automobile Liability as stipulated in the subsequent section "Insurance."

Insurance

Carrier shall procure and maintain, at its sole cost and expense, with reputable and financially responsible insurance underwriters maintaining a rating of B+ or higher, acceptable to BridgeHaul, the following insurance coverages:

(a) Comprehensive General liability insurance, occurrence basis, covering bodily injury (including injury resulting in death) and loss of or damage to property in an amount not less than $1,000,000 combined single limit per occurrence.

(b) Automobile Liability insurance to include any automobile, or all owned, non-owned and hired automobiles, covering bodily injury (including injury resulting in death) and loss of or damage to property in an amount not less than $1,000,000 combined single limit per occurrence.

(c) Risk Cargo Liability insurance in an amount not less than $100,000 per trailer, and shall not contain any exclusions for employee theft or dishonesty.

(d) Any other insurance that may be required by any applicable federal, state or local laws, rules, regulations or ordinances.

Carrier shall provide to BridgeHaul certificates of insurance and upon request, shall provide copies of all policies and endorsements. “BridgeHaul, Inc.” will be listed as a certificate holder. Further, Carrier will ensure that BridgeHaul is provided notice of cancellation or modification of any insurance required under this agreement at least 30 days in advance of any cancellation or modification of the required insurance.

Subcontractors

Carrier shall not cause or permit any other person or entity to perform any of Carrier’s obligations hereunder, or cause or permit any Shipment tendered hereunder to be transported by any other third-party carrier, or any other substitute mode of transportation, without the express written consent of BridgeHaul.

DOT Safety Rating

Carrier hereby represents and warrants that its current safety rating issued by the DOT is not less than “Satisfactory” or “Unrated”. In the event Carrier is issued a safety rating of less than “Satisfactory” at any time during the term of this Agreement, Carrier agrees to notify BridgeHaul immediately in the manner prescribed in the Notices provision contained herein. BridgeHaul shall have the right to terminate this Agreement immediately upon any such issuance of a safety rating less than “Satisfactory”.

Compliance With Laws

Carrier represents and warrants that it is duly registered with FMCSA as a for-hire motor carrier of property in interstate and foreign commerce pursuant to 49 U.S.C. § 13902. With respect to the transportation services provided pursuant to this Agreement, Carrier shall comply with all federal, state and local laws, rules, regulations and ordinances, including but not limited to all rules and regulations promulgated by the Surface Transportation Board, DOT and all other Federal and State agencies and departments having jurisdiction over the transportation services to be performed by Carrier. Carrier shall defend, indemnify and hold BridgeHaul and its customers harmless from and against any and all fines, penalties, judgments, liabilities, expenses and costs of any nature resulting from Carrier’s failure to comply with all such laws, rules, regulations and ordinances.

Equipment

Carrier represents and warrants that it shall perform all transportation services pursuant to this Agreement with equipment that is in good order, condition and repair and that meets with all applicable federal and state laws, rules and regulations, including but not limited to those of the DOT. On behalf of the shipper, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California, CARRIER warrants that:
(i) All 53 foot trailers, including both dry-van and refrigerated equipment it operates and the Heavy-Duty Tractors that haul them within California under this Agreement is in compliance with the California Air Resources Board (CARB) Heavy-Duty Vehicle Greenhouse Gas (Tractor-Trailer GHG) Emission Reduction Regulations.
(ii) All refrigerated equipment it operates within California under this Agreement is in full compliance with the California Air Research Board (CARB) Transport Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM) in-use regulations.
CARRIER shall be liable to BROKER for any penalties, or any other liability, imposed on, or assumed by BROKER due to penalties imposed on BROKERS customer because of CARRIER's use of non-compliant equipment.

Independent Contractor

This Agreement does not make Carrier an agent, legal representative, joint venture, or partner of BridgeHaul for any purpose. It is understood by Carrier that Carrier is to act as an independent contractor and is in no way authorized to make any contract, warranty or representation on behalf of BridgeHaul, or to create any obligation express or implied on behalf of BridgeHaul. It is expressly agreed and understood by Carrier that Carrier shall not be considered under this Agreement as having any employment status with BridgeHaul, or as being entitled to any plans, distributions, or benefits extended by BridgeHaul to its employees.

Non-Solicitation

(i)Unless otherwise agreed in writing, CARRIER shall not knowingly solicit freight shipments (or accept shipments) for a period of 4 month(s) following termination of this agreement for any reason, from any shipper, consignor, consignee, or other customer of BridgeHaul, when such shipments of shipper customers were first tendered to CARRIER by BridgeHaul. (ii) In the event of breach of this provision, BROKER shall be entitled, for a period of 4 months following delivery of the last shipment transported by CARRIER under this Agreement, to a commission of fifteen percent (15%) of the gross transportation revenue (as evidenced by freight bills) received by CARRIER for the transportation of said freight as liquidated damages. Additionally, BridgeHaul may seek injunctive relief and in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees.

Cargo Liability for Freight Loss or Damage

Carrier agrees to assume full liability for the prompt, safe transportation of all shipments under this Agreement, including compliance with applicable temperature requirements, and agrees to be responsible for all loss, damage, delay, destruction, theft or liability of whatever nature arising from the transportation services hereunder, or from Carrier’s failure to perform the services, whether occurring while the shipment is in the custody or control of the Carrier or in the custody or control of any other party to whom Carrier may entrust the Shipment. Carrier’s liability to Broker, and any involved consignor or consignee, shall be the invoice value of the goods transported, without limitation. Signatures on bills of lading or receipts issued by Carrier shall not constitute BridgeHaul’s or its customer’s written acceptance of Carrier’s liability limitation or other changes in these terms and conditions. Carrier and BridgeHaul agree that pursuant to 49 U.S.C. §14101(b) the Carrier expressly waives all rights and remedies under Title 49 of the U.S. Code that conflict with these Terms of Service.

Carrier will perform actions to maintain the security of cargo or freight while in its possession and when unattended, such as but not limited to, locking and monitoring its equipment. In the event of loss or damage, BridgeHaul shall file a claim with Carrier within nine (9) months, and Carrier shall acknowledge receipt of such claims within thirty (30) days and settle such claim within sixty (60) days of receipt of the claim. Carrier hereby assumes all other terms and conditions set forth in Section 14706 of Title 49 of the United States Code as in effect on the date of this Agreement. In addition, BridgeHaul is entitled to offset the amount of any claims, which remain unpaid or unresolved after such 60-day period against amounts owing from BridgeHaul to Carrier hereunder. Carrier will be notified in writing prior to taking any action to offset. Carrier shall not dispose of damaged or rejected product without the prior written consent of BridgeHaul.

SHIPPER RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES

Representations and Warranties

Shippers hereby represent and warrant as follows:

(a) Shippers are solely responsible for obtaining any insurance to cover any anticipated losses of freight or cargo; and

(b) Shippers use the Service to transport freight or cargo at their own risk and agree that BridgeHaul will not be liable for the loss of any shipped items;

(c) Shippers own the shipped items, freight or cargo, or have the necessary rights to ship such items;

(d) Shippers will not use the Service in furtherance of the transportation of freight or cargo that is illegal;

(e) Requested pick-up and delivery dates and hours will not require the Carrier to violate hours of service regulations under applicable law.

Claims for Loss or Damage

The time limits for filing of loss and damage claims, and the time limits for filing any action at law for disallowance of claims, shall be governed by the provisions of 49 U.S.C. §14706. Shipper must file any claim for cargo loss or damage against Carrier with BridgeHaul within the time specified in Carrier’s standard terms of service or tariff, and in no event will such claim be allowed if filed later than nine (9) months after the date of such loss, shortage or damage. To be valid, any claim for loss, damage, delay must meet the three (3) conditions set forth in 49 C.F.R. §370.3 (b):

1) It must be filed with BridgeHaul and against Carrier in writing; and

2) It must include a clear demand for payment, and a specified dollar amount of the claim; and

3) It must identify the shipment sufficiently to allow Carrier to conduct an investigation.

Non-Solicitation

Shipper agrees that it will neither initiate nor accept any direct or indirect business relationship with any Carrier that was first introduced to Shipper by BridgeHaul, or in connection with the use of the Service, and will rely on BridgeHaul, as Broker, in any dealings with a Carrier first introduced by BridgeHaul, or in connection with the use of the Service, to Shipper. A Shipper’s legal obligations in this regard extends to instances where the Carrier contacts the Shipper and seeks to establish a business relationship that does not include BridgeHaul.

Freight Description and Disclosures

Shipper shall disclose to BridgeHaul all information reasonably necessary for BridgeHaul to arrange transportation in compliance with applicable regulatory, legal and industry standards. Shipper shall also be responsible and liable for providing accurate description of cargo including without limitation commodity type, dimensions and weight, and any special handling requirements.

Freight Securement

Shipper shall bear the sole responsibility to review and accept or deny the Carrier’s trailer for cleanliness, odor, leaks, dirt or other conditions that may be unacceptable to Shipper. If a trailer or any equipment is unacceptable, it is Shipper’s obligation to prohibit loading the trailer. In such event, Shipper shall notify BridgeHaul immediately and request alternative arrangements. Unless otherwise agreed in writing, or otherwise specified by law or regulation, it is Shipper’s responsibility to develop adequate blocking, bracing and packaging that facilitates the safe handling and stowing of freight and prevents damage during transit.

Shipper acknowledges that BridgeHaul will never be in possession of any freight or cargo being transported in connection with use of the Service, nor will BridgeHaul be responsible or have any role in the securement of freight or cargo for transportation.

Shipping Documents

Shipper’s insertion of “BridgeHaul” or “BridgeHaul, Inc.” on a receipt of goods, bill of lading, manifest, or any other shipping document, shall be understood by the parties to be for the Shipper’s convenience, or due to Shipper’s oversight only, and shall not operate to alter BridgeHaul’s status as a Broker, nor the Carrier’s status as the responsible Carrier. The terms and conditions set forth in any such shipping document used by a Carrier or a Shipper shall not supersede, alter, or modify any term of this Agreement or add any liability or responsibility to BridgeHaul.


CARRIER APPROVAL


BridgeHaul establishes and follows written procedures to evaluate Carriers prior to their use by BridgeHaul. BridgeHaul continues to evaluate certain Carriers at certain intervals, as set forth by BridgeHaul’s internal risk management and Carrier selection policies, which may be amended from time to time with or without notice to Carriers or Shippers. BridgeHaul represents that it is not a governmental agency and therefore cannot and does not in any way guarantee the relative fitness, compliance record of, or current or future safety performance of, any Carrier or its drivers. BridgeHaul is not responsible in any way for the acts and/or omissions of Carriers or their drivers. The FMCSA, an agency of DOT, is responsible for licensing, monitoring and enforcing safety and regulatory compliance for interstate Carriers. FMCSA, together with other federal, state and local law enforcement agencies, bear sole responsibility for determining the fitness, including the safety fitness, of all authorized carriers, and for enforcing all applicable laws and regulations, including without limitation, those concerning the maintenance and operation of carrier equipment, driver training, licensing, and fitness, hazardous materials, and hours of service.

PAYMENT TERMS

Shipper Payment

For each Shipment, Shipper will pay BridgeHaul the Shipment Fee accepted by Shipper at posting upon delivery of the Shipment, as well as any additional charges (“Assessorial Charges”) Shipper may incur related to the completion of the Shipment. Payment will be 15 days from receipt of invoice through the Service.

Payment to Carrier

The Parties agree that BridgeHaul is the sole party responsible for payment of CARRIER's charges. Failure of BridgeHaul to collect payment from its customer shall not exonerate BridgeHaul of its obligation to pay CARRIER. BridgeHaul agrees to pay CARRIER's invoice within 21 days of receipt of the bill of lading or proof of delivery, provided CARRIER is not in default under the terms of this Agreement. If BROKER has not paid CARRIER's invoice as agreed, and CARRIER has complied with the terms of this Agreement, CARRIER may seek payment from the Shipper or other party responsible for payment after giving BridgeHaul 15 (business days) advance written notice. CARRIER shall not seek payment from Shipper, consignees, or third parties, if they can prove payment to BridgeHaul.

Assessorial Charges

In addition to Shipper accepted Shipment Fee Shipper agrees to pay to BridgeHaul any and all applicable Assessorial Rates and Charges upon the occurrence of any of the following:

Accessorial Rate Description
Detention $25.00 / half hour Assessed when the shipper or receiver holds the carrier beyond two hours at the point of loading or unloading AND the Carrier is within Shipper's indicated pickup or dropoff window. Charges begin to accrue after the first two hours expire.
Extra Loading Labor $50.00 / Hour Assessed when the carrier loads the product onto the trailer for the shipper. This charge shall be in addition to any other provision by the carrier of equipment necessary to load the freight.
Extra Unloading Labor $50.00 / Hour Assessed when the carrier must take the freight off the trailer and place the freight in a designated area at the receiver.
Holiday Pickup/Delivery To be determined Assessed for each pickup and delivery when the carrier is scheduled to, and does, pick up or deliver the freight on New Year's Day, Easter, July 4th, Thanksgiving, or Christmas.
Layover $250.00 / Night Assessed when the carrier must remain at or near the shipper's or receiver's facility overnight, through no fault of the carrier, in order to receive or deliver the freight. Detention charges may also apply if necessitated.
Reconsignment $65.00 / Reconsignment Assessed, in addition to any applicable additional stop rates and mileage charges, when the carrier is provided an updated destination for the freight.
Tailgating $50.00 / Stop Assessed when the carrier must pull the freight to the end of the trailer only. This will be charged for each stop the carrier must Tailgate.
Truck Ordered - Not Used $250.00 / Per Vehicle Assessed when the User (a) cancels a shipment after a carrier has been dispatched to pick up freight from the shipper or (b) provides the incorrect Equipment Requirement or Trailer Size resulting in the need for substitute equipment to be dispatched.

BridgeHaul reserves the right to modify these assessorial charges based on changes in market rates or other operational cost inputs by updating the Site and Mobile App and without any additional notice to Users.

Forms of Payment and Processing

Shipper represents and warrants that Shipper has the right to use any credit card(s), checks, or other payment means provided to BridgeHaul and used to initiate any transaction of the Shipment Fee. All information that Shipper provides to BridgeHaul’s third party payment processor or BridgeHaul must be accurate, current and complete. Shipper agrees to immediately notify BridgeHaul of any change in Shipper’s billing address or the credit card or bank account used for payment hereunder.

When a Shipment Fee is processed, BridgeHaul shall notify Shipper and make the completed charge visible to Shipper on the Service. This is Shipper’s electronic receipt. Shipper should print or save this electronic receipt for its records. Shipper agrees not to circumvent payments for scheduled or completed Shipments in any way. All payment will be in United States dollars. Any amount that is not paid when due will accrue interest at eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. In the event that BridgeHaul is unable to bill Shipper due to insufficient funds, Shipper shall be liable for all costs and expenses incurred by BridgeHaul in connection with collection of the Shipment Fee, including costs and expenses of a third party collection agency. Shipment Fees are non-refundable.

Remittance

For each Shipment, BridgeHaul will pay Carrier the fees listed to Carrier when Carrier accepted the Shipment (“Carrier Fee”), as well as additional fees Carrier may earn related to the completion of the Shipment. These fees include all Assessorial Charges and any difference in fees resulting from the actual Shipment being different from the description of the Shipment posted on the Service.

Carrier will be paid within 21 days from the date of drop-off or within 7 days of Shipper payment whichever is less. Carriers have the option to request payment within 48 hours in exchange for paying a 3% expedite processing fee.

General Payment Terms

You agree that you are responsible for the collection and/or payment of all taxes, which you may be liable for in any jurisdiction arising from your use of the Service. BridgeHaul is not responsible for collecting, reporting, paying, or remitting to you any such taxes.


REFUNDS

ELD/AOBRD

BridgeHaul offers a guarantee within the first 30 days if you are not satisfied for any reason.

For annual plan customers, You have thirty (30) days from the date of purchase for a prorated refund. After thirty (30) days, if You terminate the Plan Services prior to the end of Your Term, subject to applicable Law, You are responsible for all charges for any remaining time left on the Term as if You remained a customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, and taxes.

For monthly plan customers, You may cancel or terminate Your use of the Plan Services with or without cause, subject to the restrictions and fees provided in our terms of service, and any additional agreements governing the products or services. No prorated refunds will be provided for the current month prior to cancellation.

To be eligible for a return, your item must be in the same condition that you received it. To complete your return, we require a receipt or proof of purchase.

There are certain situations where only partial refunds are granted (if applicable) Any item not in its original condition, is damaged or missing parts for reasons not due to our error Any item that is returned more than 30 days after delivery.

Once your return is received and inspected, we will send you an email to notify you that we have received your returned item. We will also notify you of the approval or rejection of your refund. If you are approved, then your refund will be processed, and a credit will automatically be applied to your credit card or original method of payment, generally within 5 business days.

Late or missing refunds (if applicable)

If you haven’t received a refund yet, first check your bank account again. Then contact your credit card company, it may take some time before your refund is officially posted. Next contact your bank. There is often some processing time before a refund is posted. If you’ve done all of this and you still have not received your refund yet, please contact us at support@bridgehaul.com.

Exchanges (if applicable)

We only replace items if they are defective or damaged. If you need to exchange it for the same item, send us an email at support@bridgehaul.com and send your item to: 177 E Colorado Blvd Suite 200 Pasadena, California US 91105.

Shipping

To return your product, you should mail your product to: 177 E Colorado Blvd Suite 200 Pasadena, California US 91105

You will be responsible for paying for your own shipping costs for returning your item. Shipping costs are non-refundable. If you receive a refund, the cost of return shipping will be deducted from your refund. Depending on where you live, the time it may take for your exchanged product to reach you, may vary. If you are shipping an item over $75, you should consider using a trackable shipping service or purchasing shipping insurance. We don’t guarantee that we will receive your returned item.

Ownership of the Hardware

Notwithstanding delivery of the Hardware to you and your license to use the Services, unless you have purchased the Hardware outright from BridgeHaul, BridgeHaul retains ownership of the Hardware and the software contained therein.

Return of BridgeHaul-Owned Hardware

At the end of the initial term specified on the Order Form or as such term is extended by further agreement between you and BridgeHaul ("Order Term"), or if the services have been terminated for any other reason, you must, at your own expense, uninstall, package and return the Hardware to BridgeHaul within 30 days of the end of the Order Term, in reasonable condition allowing for wear and tear. If we haven't received the Hardware within 30 days of termination of the Services, or if the Hardware is returned in damaged condition, we will charge you $220 per unit of unreturned or damaged ELD/AOBRD. If you return the Hardware in a defaced manner, for example, with writing on the Hardware or with the serial number removed or scratched off, unless otherwise approved by BridgeHaul, we will charge you a $45 restoration fee per unit of Hardware returned in that state. We reserve the right to charge these fees to the Payment Method that you have on file with us.

Your Responsibility for the Hardware

Except for with respect to our gross negligence or willful misconduct, you are responsible for the loss of, damage to, or the entire cost of any necessary service or repair of the Hardware. You have no right to sell, give away, transfer, pledge, mortgage, alter or tamper with the Hardware. If you the hardware is stolen, lost, or damaged and you need to replace the hardware for continuation of service, BridgeHaul will furnish a replacement Bluelink hardware device for a discounted cost of $120 and $25 for a cable connector. If you send, or direct us to send, any of the Hardware to a third-party for any purpose beyond the scope of your agreement with us, you are liable for loss or damage while the Hardware is in such third-party's possession in accordance with these Terms.


LICENSES


Site

Subject to the terms of this Agreement, BridgeHaul grants User a non-transferable, non- exclusive, license to use the Site for its internal business use during the term of this Agreement.

Mobile App

Subject to the terms of this Agreement, BridgeHaul grants User a non-transferable, non-exclusive, license to install and use the Mobile App, in executable object code format only, solely on User’s own handheld mobile device and for its internal business use during the term of this Agreement. See Section XIX of this Agreement for Mobile App terms.

Restrictions

Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services. Any future release, update, or other addition to functionality of the Service shall be subject to the terms of this Agreement.

OWNERSHIP

Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties. Except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.

Except for your pre-existing rights and this license granted to you, BridgeHaul, Inc. owns intellectual property rights in and to the Service, including but not limited to the Site, Mobile App, including all related software and servers, in and to our trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the “Marks”). Users acknowledge and agree that BridgeHaul, Inc. owns all right, title, and interest in and to the Service, including all intellectual property rights therein. Users understand and agree that without a written license agreement with BridgeHaul, Inc., Users may not make any use of the Marks. Except as expressly granted in this Agreement, all rights, title and interest in and to the Service, and in and to the Marks are reserved by BridgeHaul, Inc.

MODIFICATION OF THE SERVICE

BridgeHaul reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that BridgeHaul will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.

ACCEPTABLE USE POLICY

You agree not to use the Service to upload, transmit, display, or distribute any User Content that: (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy,vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way.

n addition, you agree not to use the Service to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means; (f) harass or interfere with another User’s use and enjoyment of the Service; or (g) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.

BridgeHaul reserves the right to review any User Content, investigate, and /or take appropriate action against you in its sole discretion, including removing or modifying User Content, terminating your Account, and/or reporting you to law enforcement authorities.

Anonymous Data

BridgeHaul may create anonymous data records ("Anonymous Data ") from your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. BridgeHaul may use and disclose Anonymous Data for any purpose, including providing and improving the Service.

Disclosure

BridgeHaul may share your User Content (a) with third party service providers; (b) if another company acquires BridgeHaul; and/or (c) to comply with relevant laws, to respond to subpoenas or warrants or assist in preventing any violation or potential violation of the law or this Agreement.

THIRD PARTY SITES

The Service might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites”). Such Third Party Sites are not under the control of BridgeHaul and BridgeHaul is not responsible for any Third Party Sites. BridgeHaul does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.

INDEMNITY

You agree to defend, indemnify and hold BridgeHaul (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your (i) use of the Service, (ii) User Content, (iii) interaction with any other User, (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) your shipment contents (if you are a Shipper) or your shipment services (if you are a Carrier). BridgeHaul reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of BridgeHaul. BridgeHaul will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

LIMITATION OF LIABILITY

NEITHER BRIDGEHAUL NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT,WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BRIDGEHAUL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

BRIDGEHAUL DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY PROFESSIONAL SERVICES PERFORMED BY DRIVERS OR CARRIERS IN CONNECTION WITH THEIR USE OF THE SERVICES.

BRIDGEHAUL WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES ARISING OUT OF THE MISUSE OF YOUR USER CONTENT BY THIRD PARTIES INCLUDING, WITHOUT LIMITATION, OTHER USERS WITH WHOM YOU HAVE ESTABLISHED A CONNECTION OR ENTERED INTO AN AGREEMENT IN CONNECTION WITH THE PERFORMANCE OF PROFESSIONAL SERVICES.

IN NO EVENT WILL BRIDGEHAUL'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BRIDGEHAUL AND YOU.

CHOICE OF LAW

This Agreement shall be deemed executed in the State of California and shall be interpreted, in the event of a dispute arising hereunder, under the laws of California.

DISPUTE RESOLUTION

In the event of a dispute arising out of this Agreement, a party’s recourse shall be exclusively settled through binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one arbitrator from the American Arbitration Association (“AAA”). Arbitration proceedings shall be conducted under the rules of the AAA, as agreed by the parties, or by BridgeHaul solely where no agreement is reached.

Upon agreement of the parties, arbitration proceedings may be conducted outside of the administrative control of the AAA. The decision of the arbitrator shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of the arbitrator.

Arbitration proceedings shall be conducted in Los Angeles County, California, or at such place as mutually agreed upon in writing by the parties. At any time, either party may apply to a court of competent jurisdiction in Los Angeles County, California for injunctive or other equitable relief. In the event that either party is granted equitable relief, the party against whom judgment is entered shall be liable for all costs and expenses incurred by the prevailing party including, but not limited to, reasonable attorney fees. This paragraph shall not apply to enforcement of an award of arbitration.

The parties may also proceed in Small Claims Court in Los Angeles County, California to resolve any dispute where reasonably expected damages are less than $5,000. Unless preempted or controlled by federal law and regulations, this agreement shall be interpreted and enforced according to the laws of the State of California. Shipper, Driver, and Carrier waive any objection to jurisdiction or venue in California.

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

TERM OF AGREEMENT

This Agreement will remain in full force and effect while you use the Service. BridgeHaul may at any time terminate this Agreement in its sole discretion if (a) you have breached any provision of this Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (b) BridgeHaul is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); (c) BridgeHaul has elected to discontinue the Service; or (d) for your poor performance as a Shipper or Carrier in BridgeHaul’s sole discretion. Upon termination of this Agreement, your Account and right to access and use the Service will terminate immediately.

You may cancel your Account at any time through written 30 day notice by sending an email to us at support@bridgehaul.com. Upon any termination, discontinuation or cancellation of Services or your Account, the aforementioned provisions will survive.

GENERAL PROVISIONS

Changes to Agreement

This Agreement is subject to occasional revision by BridgeHaul. In the event of any material changes made to the Agreement, BridgeHaul will notify you before your next use by prominently posting notice of the changes on the Service. Any changes to this agreement will be effective upon the earlier of (a) the date you accept the new terms or (b) thirty (30) calendar days following posting of the notice of the changes on the Service. These changes will be effective immediately for new Users of the Service. Continued use of the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Entire Agreement

This Agreement constitutes the entire agreement between you and us regarding the use of the Service. BridgeHaul’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts.

Assignment

This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without BridgeHaul’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

Notices

All notices as required by any of the terms and conditions of this Agreement shall be deemed given with the notices prepared, adequately addressed and deposited in the United States mail, postage prepaid. Notices to BridgeHaul are adequately addressed as follows:

BridgeHaul, Inc., Suite# 1028
177 E Colorado Blvd Suite 200
Pasadena, CA 91105
Phone: 800-785-6438

Email: support@bridgehaul.com

Publication of Information

BridgeHaul has your permission to identify you as a customer of BridgeHaul or user of our Services and to reproduce your name and logo on the Site and in any other marketing materials.


If you provide BridgeHaul any feedback, suggestions, or other information or ideas regarding the Service (“Feedback”), you hereby assign to BridgeHaul all rights in the Feedback and agree that BridgeHaul has the right to use such Feedback and related information in any manner it deems appropriate. BridgeHaul will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to BridgeHaul any information or ideas that you consider to be confidential or proprietary.

Severability

In the event that the operation of any portion of this Agreement results in a violation of any law, or if any provision herein is determined by a court of competent jurisdiction to be invalid or unenforceable, Shipper, BridgeHaul and Carrier agree that such portion or provision shall be severable and that the remaining provisions herein shall continue in full force and effect. The terms and conditions set forth herein shall survive the termination for any reason of the business relationship between Shipper, BridgeHaul and Carrier.

Disclaimer

BridgeHaul expressly disclaims any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, or non- infringement. BridgeHaul makes no warranty that the Service: (a) will meet your requirements or expectations; (b) will be available on an uninterrupted, timely, secure, or error-free basis; (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe; or (d) result in any revenue, profits, or cost reduction. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. BridgeHaul is not responsible for any delays, delivery failures or other damages resulting from such problems.

Contact Us

BridgeHaul, Inc.
177 E Colorado Blvd Suite 200
Pasadena, CA 91105
P: (800) 785-6438
BridgeHaul
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Terms of Service

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