HaulWRX Platform Terms of Service & End User License Agreement

Version 1.0
Effective Date: June 1, 2026

ARTICLE 1

Introduction and Acceptance of Agreement

Welcome to HaulWRX.

These Platform Terms of Service & End User License Agreement (“Agreement”) govern your access to and use of the HaulWRX Platform and, where applicable, certain technology-enabled construction trucking brokerage services provided by HaulWRX, LLC (“HaulWRX,” “we,” “our,” or “us”).

For purposes of this Agreement, the “Platform” includes the HaulWRX mobile application, web application, software, websites, application programming interfaces (APIs), documentation, and related technology made available by HaulWRX.

The Platform is designed to support construction trucking operations through technology-enabled workflows that may include Subcontractor onboarding, compliance documentation, dispatch support, haul ticket processing, document management, workflow automation, invoicing support, reporting, communications, and other services made available by HaulWRX from time to time.

By creating an Account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement and by the following policies, each of which is incorporated by reference:

  • Privacy Policy;

  • Cookie Policy;

  • AI & Data Processing Notice; and

  • any additional policies or guidelines published by HaulWRX that expressly apply to the Platform.

If you are using the Platform on behalf of a company, Subcontractor, governmental entity, or other organization, you represent and warrant that you are authorized to bind that organization to this Agreement. In that event, the terms “you” and “your” refer to both you and the organization you represent.

If you do not agree to this Agreement, you may not access or use the Platform.

Relationship to Other Agreements

This Agreement governs access to and use of the Platform.

Certain Customers or Subcontractors may also enter into separate written agreements with HaulWRX governing brokerage services, transportation services, payment terms, Project requirements, or other commercial relationships. In the event of a conflict between this Agreement and a separately executed written agreement signed by both parties, the written agreement shall control solely with respect to the subject matter expressly addressed therein.

Nothing in this Agreement creates an obligation for HaulWRX to provide brokerage services, transportation services, or software services except as expressly provided in a separate written agreement or as otherwise made available through the Platform.

Modifications

HaulWRX may update this Agreement from time to time to reflect changes in applicable law, technology, security practices, business operations, or Platform functionality.

When material changes are made, HaulWRX will provide notice by posting the updated Agreement through the Platform or by other reasonable means.

Continued use of the Platform after the effective date of an updated Agreement constitutes acceptance of the revised terms.

Eligibility

The Platform is intended solely for use by individuals and organizations engaged in commercial construction trucking operations or other authorized business activities approved by HaulWRX.

You represent and warrant that:

  • you are at least eighteen (18) years of age or the age of legal majority in your jurisdiction;

  • you have the legal capacity to enter into this Agreement;

  • all information you provide to HaulWRX is truthful, accurate, and complete to the best of your knowledge;

  • your use of the Platform complies with all applicable laws and regulations; and

  • you will promptly update information that becomes inaccurate or incomplete.

HaulWRX reserves the right to refuse or terminate Platform access where these requirements are not satisfied.

ARTICLE 2

Definitions

For purposes of this Agreement, the following terms have the meanings set forth below.

Account

“Account” means a registered user account created to access or use the Platform.

Agreement

“Agreement” means these Platform Terms of Service & End User License Agreement, together with any policies or documents expressly incorporated by reference.

AI Services

“AI Services” means artificial intelligence, machine learning, optical character recognition (OCR), automation, data extraction, document classification, workflow recommendations, or other computational technologies used by HaulWRX to assist in providing the Platform or Services.

Compliance Information

“Compliance Information” means information, documents, certifications, licenses, registrations, insurance records, safety information, qualifications, or other records relating to a Subcontractor, Driver, Vehicle, equipment, or Project.

Customer

“Customer” means a General Contractor, project owner, governmental entity, or other business organization that contracts with HaulWRX to obtain construction trucking brokerage services, Platform access, or related Services.

Unless expressly stated otherwise in a separate written agreement, a Subcontractor is not a Customer solely because it accesses or uses the Platform.

Driver

“Driver” means an individual authorized by a Subcontractor to perform transportation services and who has been authorized to access the Platform.

General Contractor

“General Contractor” or “GC” means a Customer that contracts with HaulWRX to obtain construction trucking brokerage services for one or more construction projects.

A General Contractor is not required to maintain a Platform Account unless Platform functionality is made available to that Customer.

Haul Ticket

“Haul Ticket” means any electronic or paper record documenting transportation services performed, including information regarding loads, deliveries, materials, quantities, locations, dates, times, equipment, Drivers, or other operational information.

Operational Records

“Operational Records” means Haul Tickets, dispatch records, communications, invoices, work confirmations, compliance records, supporting documentation, uploaded files, photographs, electronic forms, and other information submitted through or maintained within the Platform in connection with the Services.

Platform

“Platform” means the HaulWRX web application, mobile application, software, websites, APIs, documentation, databases, interfaces, and related technology made available by HaulWRX.

Platform functionality may change from time to time.

Project

“Project” means a construction project, work assignment, contract, task order, or other engagement for which HaulWRX provides brokerage services, Platform functionality, or related Services.

Project Record

“Project Record” means the collection of Operational Records associated with a Project that are maintained within, submitted through, or otherwise processed by the Platform.

Services

“Services” means the technology-enabled construction trucking brokerage services and related administrative, workflow, document management, onboarding, compliance support, reporting, communications, and other services provided by HaulWRX.

The Services include both technology components and operational support activities.

Subcontractor

“Subcontractor” means an independent trucking company or other business entity that contracts with HaulWRX to provide transportation services for one or more construction projects.

Subcontractors are independent businesses and are not Customers unless expressly designated as such in a separate written agreement.

User

“User” means any individual authorized by HaulWRX to access or use the Platform, including employees of HaulWRX, representatives of Subcontractors, Drivers, Customers, or other authorized persons.

User Content

“User Content” means information, data, documents, files, photographs, messages, Haul Tickets, Compliance Information, Operational Records, or other materials submitted to or through the Platform by a User.

Vehicle

“Vehicle” means any truck, trailer, tractor, dump truck, or other equipment associated with transportation services performed through a Subcontractor.

Website

“Website” means the HaulWRX public website located at haulwrx.com and any successor domains operated by HaulWRX.

ARTICLE 3

Scope of the Platform and Services

3.1 Purpose of the Platform

The HaulWRX Platform is designed to support technology-enabled construction trucking brokerage services by providing software tools and administrative workflows that facilitate communication, document management, compliance support, dispatch support, haul ticket processing, operational record management, invoicing support, reporting, and related business processes.

Platform functionality may change over time as HaulWRX develops additional products, services, and features.

3.2 Brokerage Services

Where applicable, HaulWRX provides technology-enabled construction trucking brokerage services pursuant to separate commercial agreements entered into with its Customers.

The Platform is intended to support those brokerage services by facilitating operational workflows and the exchange, organization, and management of information relating to construction trucking projects.

Nothing in this Agreement obligates HaulWRX to provide brokerage services except as expressly provided in a separate written agreement.

3.3 Platform Access

HaulWRX may grant Platform access to authorized Users, including employees of HaulWRX, Subcontractors, Drivers, Customers, and other authorized persons.

Platform access is a limited privilege granted by HaulWRX and may be suspended, restricted, or revoked in accordance with this Agreement.

No User acquires any ownership interest in the Platform by virtue of accessing or using it.

3.4 Administrative and Technology Services

The Platform provides software functionality and administrative tools intended to assist in the management of construction trucking operations.

Platform functionality may include:

  • account management;

  • Subcontractor onboarding;

  • compliance document collection;

  • dispatch support;

  • haul ticket processing;

  • operational record management;

  • workflow automation;

  • document storage;

  • communications;

  • invoicing support;

  • reporting; and

  • other functionality made available by HaulWRX from time to time.

The availability of any particular feature may vary by Customer, User role, subscription, Project, or Platform version.

3.5 Independent Business Relationships

Subcontractors remain independent businesses.

Drivers remain under the direction and control of their respective employers or contracting organizations.

Nothing contained in this Agreement shall be interpreted to create:

  • an employment relationship;

  • an agency relationship;

  • a partnership;

  • a joint venture;

  • a franchise; or

  • a fiduciary relationship

between HaulWRX and any User unless expressly established in a separate written agreement.

3.6 Responsibilities Not Assumed by HaulWRX

Unless expressly agreed in writing, HaulWRX does not:

  • supervise construction work;

  • supervise Drivers or Subcontractor personnel;

  • direct the means or methods of transportation services;

  • control project scheduling or construction sequencing;

  • assume responsibility for jobsite safety;

  • assume responsibility for regulatory compliance by Customers, Subcontractors, or Drivers;

  • guarantee the completeness or continued validity of Compliance Information;

  • certify the qualifications of any Driver or Subcontractor;

  • warrant Project performance; or

  • assume legal duties or contractual obligations owed by one project participant to another.

The Platform is intended to assist Customers and Users in managing operational information and administrative workflows.

Responsibility for construction operations, transportation services, regulatory compliance, contractual performance, and project management remains with the respective parties responsible for those activities.

3.7 No Professional Advice

Information made available through the Platform is provided for operational and administrative purposes.

The Platform does not provide legal, engineering, accounting, tax, insurance, regulatory, or safety advice.

Users remain responsible for obtaining appropriate professional advice regarding matters affecting their businesses or Projects.

ARTICLE 4

Platform License and User Accounts

4.1 Limited License

Subject to this Agreement and any applicable commercial agreement between HaulWRX and a Customer, HaulWRX grants each authorized User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for legitimate business purposes related to the Services.

This license is granted only for the duration of an authorized relationship with HaulWRX and remains subject to compliance with this Agreement.

No ownership interest in the Platform or any intellectual property is transferred to any User.

4.2 Authorized Users

Platform Accounts may be issued only to individuals authorized by HaulWRX.

Users may include:

  • employees of HaulWRX;

  • authorized representatives of Subcontractors;

  • Drivers authorized by a Subcontractor;

  • Customers granted Platform access; and

  • other individuals expressly authorized by HaulWRX.

Each User is responsible for maintaining the confidentiality of account credentials.

Users shall not share passwords or permit unauthorized access to their Accounts.

4.3 Accounts

Each User shall provide accurate and complete registration information.

Users agree to:

  • maintain current contact information;

  • promptly update inaccurate information;

  • protect login credentials;

  • immediately notify HaulWRX of suspected unauthorized access; and

  • cooperate in maintaining Platform security.

HaulWRX may suspend or disable Accounts reasonably believed to have been compromised.

4.4 Driver Accounts

A Driver Account is issued to an individual Driver.

A Driver accesses the Platform on behalf of the Driver’s Subcontractor.

Operational Records submitted through a Driver Account are deemed to have been submitted on behalf of the Driver’s Subcontractor unless HaulWRX has actual knowledge that the submission was unauthorized.

Each Subcontractor is responsible for:

  • determining which Drivers are authorized to access the Platform;

  • promptly notifying HaulWRX when Driver access should be revoked;

  • reviewing Operational Records submitted on its behalf; and

  • correcting inaccurate Operational Records within a reasonable time after discovery.

4.5 Account Administration

HaulWRX reserves the right to:

  • create, modify, suspend, or deactivate Accounts;

  • assign user roles and permissions;

  • require password changes;

  • implement security controls;

  • restrict access where necessary to protect the Platform or other Users; and

  • revoke Platform access at any time in accordance with this Agreement.

4.6 No Transfer

Platform Accounts are personal to the authorized User.

Accounts may not be:

  • sold;

  • assigned;

  • transferred;

  • shared;

  • licensed; or

  • otherwise made available to another person

without the prior written consent of HaulWRX.

4.7 Platform Updates

HaulWRX may modify, improve, replace, discontinue, or update any portion of the Platform at any time.

Nothing in this Agreement obligates HaulWRX to maintain any particular feature, interface, workflow, or functionality.

Users acknowledge that Platform functionality may evolve as HaulWRX develops new capabilities.

4.8 Reservation of Rights

Except for the limited license expressly granted in this Article, HaulWRX reserves all rights, title, and interest in and to the Platform, including all software, databases, documentation, workflows, user interfaces, algorithms, designs, trademarks, copyrights, trade secrets, and other intellectual property.

No rights are granted by implication, estoppel, or otherwise.

ARTICLE 5

User Responsibilities and Acceptable Use

5.1 Good Faith Use

The Platform is intended to support legitimate construction trucking operations and related administrative workflows.

Each User agrees to use the Platform honestly, professionally, and in good faith.

Users shall cooperate with HaulWRX and other authorized project participants in maintaining accurate Operational Records, resolving discrepancies, and supporting efficient project administration.

5.2 Accurate Information

Users are responsible for ensuring that information submitted through the Platform is complete and accurate to the best of their knowledge at the time it is submitted.

Users shall promptly correct information that they later discover to be inaccurate or incomplete.

5.3 Authorized Use

Users may access the Platform only:

  • for legitimate business purposes;

  • using Accounts issued or authorized by HaulWRX;

  • within the scope of their assigned permissions; and

  • in compliance with this Agreement and applicable law.

5.4 Account Security

Users shall:

  • maintain the confidentiality of login credentials;

  • protect access to authorized devices;

  • immediately notify HaulWRX of suspected unauthorized access;

  • refrain from sharing Accounts or passwords; and

  • comply with reasonable security procedures implemented by HaulWRX.

5.5 Operational Records

Operational Records should accurately reflect work performed and information known at the time of submission.

Users shall not knowingly submit:

  • false information;

  • misleading information;

  • duplicate records intended to obtain duplicate payment;

  • altered documentation intended to misrepresent project activities; or

  • fraudulent Operational Records.

Nothing in this Agreement prevents Users from correcting good-faith mistakes after discovery.

5.6 Compliance Information

Users submitting Compliance Information represent that, to the best of their knowledge, the information is current, complete, and accurate at the time of submission.

Users agree to notify HaulWRX within a reasonable time after becoming aware of material changes affecting previously submitted Compliance Information.

5.7 Appropriate Conduct

Users shall not use the Platform to:

  • violate applicable law;

  • infringe another person’s intellectual property rights;

  • upload malicious software;

  • interfere with Platform security;

  • gain unauthorized access to systems or data;

  • impersonate another person;

  • submit information known to be materially false;

  • disrupt Platform operations; or

  • use the Platform for any unlawful or fraudulent purpose.

5.8 Cooperation

Users agree to cooperate with reasonable requests from HaulWRX relating to:

  • correction of inaccurate Operational Records;

  • investigation of suspected fraud;

  • Platform security;

  • account verification;

  • resolution of payment discrepancies;

  • compliance documentation; and

  • other matters reasonably necessary to administer the Platform or Services.

5.9 Suspension

HaulWRX may suspend or restrict Platform access if it reasonably believes that a User has:

  • materially violated this Agreement;

  • compromised Platform security;

  • engaged in fraudulent conduct;

  • submitted intentionally false information;

  • used the Platform unlawfully; or

  • otherwise created a material risk to the Platform, the Services, or other Users.

Where reasonably practicable, HaulWRX will provide notice and an opportunity to address the issue before permanently terminating access.

Nothing in this Section limits HaulWRX’s ability to take immediate action when necessary to protect the Platform, its Customers, Users, or the public.

5.10 No Circumvention

Users shall not intentionally circumvent Platform workflows, security controls, approval processes, or other administrative procedures established by HaulWRX for the purpose of avoiding documentation, compliance requirements, audit trails, or payment processes.

ARTICLE 6

Operational Records and Project Documentation

6.1 Purpose

The Platform is designed to facilitate the creation, collection, organization, storage, processing, and communication of Operational Records relating to construction trucking projects.

Operational Records maintained through the Platform contribute to the Project Record for a particular Project.

6.2 Project Record

The Project Record consists of the Operational Records associated with a Project that are maintained within, submitted through, or otherwise processed by the Platform.

The Project Record may include, without limitation:

  • Haul Tickets;

  • dispatch information;

  • work assignments;

  • Compliance Information;

  • invoices;

  • payment-related records;

  • photographs;

  • communications;

  • approvals;

  • uploaded documents; and

  • other records relating to a Project.

The contents of the Project Record may vary depending upon the Platform functionality made available for a particular Project.

6.3 Submission of Operational Records

Users submitting Operational Records represent that the information is complete and accurate to the best of their knowledge at the time of submission.

Operational Records should be submitted promptly following the activity being documented.

Nothing in this Agreement prevents Users from correcting information after discovering a good-faith error.

6.4 Driver Submissions

When a Driver submits Operational Records through the Platform, the Driver is acting on behalf of the Driver’s Subcontractor.

Operational Records submitted by a Driver are deemed to have been submitted by the Subcontractor unless HaulWRX has actual knowledge that the submission was unauthorized.

Each Subcontractor is responsible for:

  • determining which Drivers are authorized to submit Operational Records;

  • reviewing Operational Records submitted on its behalf;

  • correcting inaccurate Operational Records within a reasonable time after discovery; and

  • promptly notifying HaulWRX when Driver authorization should be modified or revoked.

6.5 Corrections

Construction projects frequently require clarification or correction of Operational Records.

Users may request corrections when information is discovered to be inaccurate, incomplete, duplicated, or otherwise requires revision.

HaulWRX may establish reasonable procedures for documenting corrections while preserving the integrity of the Project Record.

Nothing in this Agreement guarantees that previously submitted Operational Records will be deleted or overwritten. Corrections may instead be documented through supplemental records or audit history.

6.6 Audit History

To promote transparency and accountability, the Platform may maintain an audit history showing changes to Operational Records, including additions, corrections, approvals, status changes, or other modifications.

Users acknowledge that preserving audit history supports project administration, dispute resolution, compliance reviews, and system security.

6.7 No Independent Verification

Unless expressly agreed in writing, HaulWRX is not obligated to independently verify the accuracy, completeness, authenticity, or legal sufficiency of Operational Records submitted by Users.

HaulWRX may review Operational Records for administrative purposes or to support the Services, but such review does not constitute certification or verification of their accuracy.

6.8 Project Documentation

Operational Records maintained through the Platform are intended to support project administration.

The existence of information within the Platform does not, by itself:

  • establish legal entitlement to payment;

  • establish contractual performance;

  • establish regulatory compliance;

  • establish acceptance of work;

  • allocate responsibility among project participants; or

  • modify the rights or obligations established by separate contracts.

6.9 Retention

HaulWRX may retain Operational Records and Project Records in accordance with its record retention policies, legal obligations, contractual commitments, system requirements, and legitimate business purposes.

Retention periods may vary depending upon applicable law, contractual obligations, litigation holds, regulatory requirements, or operational needs.

ARTICLE 7

Subcontractor and Driver Responsibilities

7.1 Subcontractor Responsibilities

Each Subcontractor is solely responsible for the management and operation of its business and for the transportation services it provides.

Without limitation, each Subcontractor remains responsible for:

  • employing or retaining qualified Drivers;

  • ensuring Drivers are properly authorized to access the Platform;

  • maintaining all licenses, permits, registrations, and operating authority required by applicable law;

  • maintaining required insurance coverage;

  • maintaining Vehicles and equipment in a safe and lawful operating condition;

  • complying with applicable federal, state, and local laws and regulations;

  • supervising its employees and independent contractors;

  • maintaining payroll, tax, and employment records;

  • complying with contractual obligations applicable to the transportation services it performs; and

  • promptly notifying HaulWRX of material changes affecting its qualifications or Compliance Information.

Nothing in the Platform transfers these responsibilities to HaulWRX.

7.2 Driver Responsibilities

Each Driver is responsible for:

  • using the Platform only while authorized by the Driver’s Subcontractor;

  • accurately recording work performed;

  • submitting Operational Records in good faith;

  • maintaining current information associated with the Driver’s Platform Account;

  • protecting login credentials;

  • complying with applicable project requirements communicated through the Platform; and

  • promptly reporting known inaccuracies in previously submitted Operational Records.

Drivers shall use reasonable care in submitting information through the Platform.

7.3 Authority of Drivers

Each Driver represents that the Driver has been authorized by the Driver’s Subcontractor to submit Operational Records through the Platform.

Operational Records submitted by a Driver are deemed to have been submitted on behalf of the Driver’s Subcontractor unless HaulWRX has actual knowledge that the submission was unauthorized.

The Subcontractor remains responsible for reviewing Operational Records submitted on its behalf.

7.4 Compliance Documentation

Subcontractors are responsible for maintaining current Compliance Information and providing updated documentation when requested by HaulWRX or when material changes occur.

The Platform may notify Users of expired or incomplete Compliance Information; however, such notifications are provided as an administrative convenience and do not constitute a guarantee that all required information has been identified or remains current.

7.5 Project Communications

Users are responsible for reviewing communications delivered through the Platform relating to Projects, Operational Records, Compliance Information, dispatch information, or other Services.

Electronic communications delivered through the Platform may constitute official project communications where permitted by applicable agreements or law.

7.6 Independent Business Judgment

Users remain responsible for exercising their own independent business judgment.

The Platform provides administrative tools and operational support but does not replace professional judgment regarding construction operations, transportation activities, contractual obligations, regulatory compliance, safety practices, or business decisions.

7.7 Responsibility for Personnel

Each Subcontractor is solely responsible for the acts and omissions of its employees, Drivers, agents, and contractors while performing transportation services.

Nothing in this Agreement creates an employment relationship between HaulWRX and any Driver or other personnel engaged by a Subcontractor.

7.8 No Transfer of Responsibility

The Platform is intended to enhance communication, organization, documentation, and administrative efficiency.

Use of the Platform does not transfer or diminish any legal, contractual, regulatory, operational, or safety responsibilities otherwise owed by a Subcontractor or Driver under applicable law or separate agreements.

ARTICLE 8

Brokerage Services and Administrative Services

8.1 Nature of the Services

HaulWRX provides technology-enabled construction trucking brokerage services supported by the Platform.

The Services are intended to assist Customers by facilitating the engagement of Subcontractors that HaulWRX has determined, based on information made available to it, satisfy the qualification criteria established by HaulWRX and, where applicable, the Customer for the applicable Project.

The Platform is one component of the Services and is designed to improve communication, documentation, operational efficiency, and administrative coordination among authorized project participants.

8.2 Administrative and Brokerage Services

As part of the Services, HaulWRX applies its brokerage processes, qualification standards, and administrative procedures to identify, evaluate, onboard, and support Subcontractors for participation in Projects.

Depending on the applicable Customer engagement and Project requirements, HaulWRX’s Services may include:

  • identifying prospective Subcontractors;

  • evaluating Subcontractors against qualification criteria established by HaulWRX and, where applicable, Project-specific requirements;

  • collecting and reviewing Compliance Information;

  • coordinating onboarding activities;

  • monitoring administrative compliance documentation throughout a Project;

  • facilitating communications and operational workflows;

  • supporting dispatch and haul ticket administration;

  • supporting invoicing and payment workflows; and

  • providing related administrative and technology-enabled brokerage services.

These Services are intended to improve the quality, efficiency, transparency, and administrative management of construction trucking operations.

8.3 Platform as an Administrative Tool

The Platform is intended to organize information, facilitate communication, and support administrative workflows.

The Platform enhances operational efficiency by organizing information, supporting administrative workflows, and facilitating communication among authorized project participants.

The Platform does not replace the professional judgment, contractual responsibilities, or legal obligations of its Users.

8.4 Compliance Support

HaulWRX may assist Customers and Subcontractors in collecting, organizing, monitoring, and communicating Compliance Information.

Such activities are administrative services intended to improve efficiency and visibility.

Unless expressly agreed in writing, HaulWRX does not certify, guarantee, warrant, or represent that:

  • a Subcontractor is qualified for a particular Project;

  • a Driver satisfies all project requirements;

  • Compliance Information is complete or continuously current;

  • any party complies with applicable law;

  • any party satisfies contractual requirements imposed by another project participant; or

  • any project participant has fulfilled its legal obligations.

Each Customer and Subcontractor remains responsible for evaluating information relevant to its own business and contractual decisions.

8.5 Independent Project Responsibilities

HaulWRX is not responsible for:

  • construction means or methods;

  • project management;

  • project scheduling;

  • supervision of construction work;

  • supervision of Drivers;

  • supervision of Subcontractor personnel;

  • jobsite safety;

  • equipment operation;

  • traffic control;

  • environmental compliance;

  • labor relations;

  • payroll administration;

  • tax compliance;

  • employment practices; or

  • other operational activities performed by Customers or Subcontractors.

Responsibility for those activities remains with the respective parties performing or directing them.

8.6 No Assumption of Customer Obligations

Nothing in the Platform or the Services transfers to HaulWRX any contractual, statutory, regulatory, or common law duty owed by one project participant to another.

Without limiting the foregoing:

  • HaulWRX does not assume duties owed by a General Contractor to a project owner;

  • HaulWRX does not assume duties owed by a Subcontractor to HaulWRX or to any Customer;

  • HaulWRX does not assume duties owed by a Driver to the Driver’s employer or contracting organization; and

  • use of the Platform does not relieve any User of responsibilities imposed by applicable law or separate agreements.

8.7 Independent Business Decisions

Customers, Subcontractors, and Drivers remain solely responsible for their own business, contractual, operational, financial, legal, and regulatory decisions.

Information made available through the Platform is intended to support those decisions but does not replace independent judgment.

8.8 Professional Services and Limitations

HaulWRX is committed to providing professional brokerage services supported by thorough administrative processes, technology, and compliance management.

As part of the Services, HaulWRX seeks to identify Subcontractors that satisfy applicable qualification criteria based on the information made available to HaulWRX and the requirements applicable to a particular Project.

However, construction projects remain dynamic, and the continued performance, regulatory compliance, financial condition, staffing, equipment availability, insurance status, and operational decisions of Subcontractors and Drivers may change over time.

Accordingly, while HaulWRX stands behind the professional performance of its brokerage and administrative Services, HaulWRX cannot guarantee future events or outcomes that remain outside its reasonable control.

Nothing in this Section limits any obligations expressly undertaken by HaulWRX in a separate written agreement.

ARTICLE 9

Compliance Information and Qualification Criteria

9.1 Purpose of Compliance Information

HaulWRX collects, organizes, reviews, and maintains Compliance Information to support its professional brokerage services, Subcontractor onboarding, Project administration, and related operational workflows.

Compliance Information may include documents or records relating to:

  • insurance;

  • licensing;

  • registrations;

  • certifications;

  • safety information;

  • Driver documentation;

  • Vehicle information;

  • Project-specific requirements;

  • tax or business records;

  • owner or General Contractor requirements; and

  • other documentation reasonably requested by HaulWRX.

9.2 Qualification Criteria

HaulWRX may establish qualification criteria for Subcontractors, Drivers, Vehicles, equipment, and Project participation.

Qualification criteria may be based on:

  • HaulWRX’s internal standards;

  • Customer requirements;

  • Project-specific requirements;

  • insurance requirements;

  • applicable laws and regulations;

  • documentation provided by Subcontractors or Drivers;

  • prior performance information;

  • safety-related information;

  • availability of equipment or Drivers; and

  • other information HaulWRX reasonably determines to be relevant.

HaulWRX may modify qualification criteria from time to time based on business needs, Customer requirements, legal or regulatory developments, industry practices, risk considerations, or operational experience.

9.3 Responsibility for Submitted Compliance Information

Each Subcontractor is responsible for ensuring that Compliance Information submitted by or on behalf of the Subcontractor is complete, accurate, current, and not misleading.

Drivers are responsible for providing accurate information requested through the Platform or by HaulWRX to the best of their knowledge at the time of submission.

A Driver’s submission of Compliance Information does not relieve the Driver’s Subcontractor of responsibility for ensuring that the Driver is authorized, qualified, and eligible to perform assigned transportation services.

9.4 Duty to Update Information

Subcontractors and Drivers shall promptly notify HaulWRX of material changes affecting previously submitted Compliance Information.

Material changes may include changes relating to:

  • insurance coverage;

  • licensing or operating authority;

  • Driver qualifications;

  • Vehicle status;

  • safety-related matters;

  • ownership or business status;

  • Project eligibility; or

  • other information previously submitted to HaulWRX.

Failure to provide current, complete, and accurate Compliance Information may result in delay, restriction, suspension, or termination of Platform access, Project participation, dispatch eligibility, payment processing, or other Services.

9.5 Administrative Status and Platform Indicators

The Platform may display administrative statuses, indicators, alerts, approvals, expirations, or other workflow labels relating to Compliance Information.

These indicators are intended to support HaulWRX’s brokerage, onboarding, compliance management, and administrative workflows. They do not constitute legal advice, regulatory certification, insurance advice, safety certification, or an unconditional guarantee of compliance.

HaulWRX may update, revise, suspend, or revoke administrative status indicators based on new information, expired documentation, Project requirements, Customer requirements, or other relevant factors.

9.6 Professional Review and Limitations

HaulWRX stands behind the professional performance of its brokerage, onboarding, compliance management, and administrative Services.

As part of those Services, HaulWRX may review Compliance Information to evaluate whether Subcontractors, Drivers, Vehicles, or equipment satisfy applicable qualification criteria based on the information made available to HaulWRX.

However, HaulWRX may rely on information provided by Subcontractors, Drivers, Customers, public sources, third-party systems, insurers, governmental agencies, or other sources reasonably believed to be relevant.

Unless expressly agreed in a separate written agreement, HaulWRX does not guarantee that Compliance Information submitted by Users is complete, accurate, authentic, continuously current, or legally sufficient.

Because Compliance Information may change over time, a prior review, acceptance, or administrative status does not guarantee continued eligibility, compliance, or performance.

9.7 Correction of Compliance Information

If a User becomes aware that Compliance Information is inaccurate, expired, incomplete, misleading, or no longer current, the User shall promptly notify HaulWRX and provide corrected or updated information.

HaulWRX may preserve prior versions, audit history, notes, or related records as part of the Project Record or its administrative records.

ARTICLE 10

AI-Assisted Processing

10.1 Use of AI Services

HaulWRX may use AI Services to support the Platform and Services.

AI Services may include artificial intelligence, machine learning, optical character recognition (OCR), automation, data extraction, document classification, workflow recommendations, and related technologies.

AI Services are used to improve efficiency, reduce administrative burden, support document processing, and assist with operational workflows.

10.2 Examples of AI-Assisted Processing

Depending on Platform functionality made available from time to time, AI Services may assist with:

  • extracting information from Haul Tickets;

  • reading uploaded documents;

  • identifying missing or incomplete information;

  • organizing Compliance Information;

  • classifying documents;

  • supporting workflow automation;

  • assisting with invoice preparation;

  • identifying potential discrepancies in Operational Records;

  • generating administrative summaries; and

  • supporting other Platform functionality.

HaulWRX may modify, expand, limit, or discontinue AI Services as the Platform evolves.

10.3 AI Supports, But Does Not Replace, Human Judgment

AI Services are intended to assist Users and HaulWRX personnel.

AI Services do not replace human judgment, professional review, legal compliance obligations, operational decision-making, or contractual responsibilities.

Users remain responsible for reviewing information made available through the Platform and for making decisions based on their own judgment, applicable law, and applicable agreements.

10.4 Accuracy of AI-Assisted Outputs

AI-assisted outputs may be incomplete, inaccurate, or require correction.

Users should not rely on AI-assisted outputs as the sole basis for legal, regulatory, safety, payment, employment, contractual, or operational decisions.

Users are responsible for reviewing Operational Records, Compliance Information, extracted data, recommendations, summaries, alerts, and other Platform outputs before relying on them.

10.5 Document Extraction and OCR

Where the Platform uses OCR or other automated extraction tools to process Haul Tickets, Compliance Information, invoices, photographs, or other documents, the extracted information should be reviewed for accuracy.

Poor image quality, incomplete documents, handwriting, formatting variations, missing fields, or other conditions may affect extraction accuracy.

Users shall promptly notify HaulWRX of material errors discovered in AI-assisted extraction or processing.

10.6 No Autonomous Legal or Compliance Determinations

AI Services do not make autonomous legal, regulatory, insurance, safety, employment, or contractual determinations.

Any administrative status, alert, recommendation, summary, or extracted field generated or supported by AI Services is intended to assist workflow management and does not constitute legal advice, regulatory certification, insurance advice, safety certification, or a guarantee of compliance.

10.7 Customer and User Data

Customer and User data processed by AI Services remains subject to this Agreement, the Privacy Policy, and any applicable written agreement between HaulWRX and the relevant Customer.

HaulWRX does not use Customer data submitted through the Platform to train publicly available artificial intelligence models.

If HaulWRX uses third-party AI service providers to support Platform functionality, HaulWRX will make reasonable efforts to use providers with security and privacy practices appropriate for the nature of the Services.

10.8 Improvement of the Platform

HaulWRX may use data, feedback, corrections, system activity, and usage information to improve the Platform and Services, including AI Services, provided such use is consistent with this Agreement, the Privacy Policy, and applicable law.

HaulWRX may use aggregated or de-identified information to evaluate performance, improve workflows, develop analytics, enhance document processing, and improve Platform functionality, provided such information does not reasonably identify a specific Customer, Subcontractor, Driver, individual, or Project.

10.9 User Feedback and Corrections

Users may provide feedback, corrections, or clarifications relating to AI-assisted outputs.

HaulWRX may use such feedback to improve the Platform, correct records, refine workflows, and enhance AI Services.

Submission of feedback does not transfer ownership of User Content to HaulWRX, but Users grant HaulWRX the right to use such feedback to operate, improve, and develop the Platform and Services.

10.10 Changes to AI Services

AI Services may evolve over time.

HaulWRX may update, modify, replace, suspend, or discontinue AI Services or related Platform functionality at any time.

HaulWRX may also implement new controls, review processes, or limitations for AI Services as technology, law, Customer requirements, or business needs evolve.

ARTICLE 11

Data Ownership, User Content, and Platform Rights

11.1 Ownership of User Content

Users, Customers, Subcontractors, and Drivers retain whatever ownership rights they have in User Content submitted to or through the Platform.

Nothing in this Agreement transfers ownership of User Content to HaulWRX, except for the limited rights granted to HaulWRX as necessary to operate the Platform, provide the Services, administer Projects, comply with legal obligations, protect its rights, and improve the Platform.

11.2 License to Process User Content

By submitting User Content to or through the Platform, each User grants HaulWRX a non-exclusive, worldwide, royalty-free license to host, store, process, copy, display, transmit, analyze, organize, extract, format, modify for technical purposes, and otherwise use such User Content as reasonably necessary to:

  • provide the Platform;

  • provide the Services;

  • administer Projects;

  • process Operational Records;

  • maintain Project Records;

  • support compliance management workflows;

  • support invoicing and payment workflows;

  • communicate with authorized Users and project participants;

  • comply with applicable law;

  • enforce agreements;

  • protect the security and integrity of the Platform;

  • resolve disputes;

  • improve Platform functionality; and

  • perform other legitimate business purposes consistent with this Agreement and HaulWRX’s Privacy Policy.

11.3 Driver Submissions

When a Driver submits User Content, Operational Records, Haul Tickets, photographs, documents, or other information through the Platform, the Driver does so on behalf of the Driver’s Subcontractor unless HaulWRX has actual knowledge that the submission was unauthorized.

The Subcontractor is responsible for reviewing information submitted on its behalf and for notifying HaulWRX of inaccuracies, corrections, or authorization issues within a reasonable time after discovery.

11.4 Project Records

Project Records may contain information submitted by multiple Users or generated through multiple workflows.

Rights to access, use, export, retain, or disclose Project Records may depend on:

  • applicable commercial agreements;

  • User roles and permissions;

  • Project requirements;

  • legal obligations;

  • audit requirements;

  • dispute resolution needs;

  • regulatory requirements; and

  • HaulWRX’s legitimate business purposes.

The existence of a Project Record within the Platform does not, by itself, determine ownership of the underlying information or alter rights established by separate written agreements.

11.5 Sharing with Authorized Participants

HaulWRX may make User Content, Operational Records, Compliance Information, and Project Records available to authorized Users, Customers, Subcontractors, Drivers, service providers, advisors, insurers, governmental authorities, or other persons where reasonably necessary to provide the Platform, perform the Services, administer Projects, satisfy legal obligations, protect rights, resolve disputes, or support legitimate business operations.

HaulWRX will use commercially reasonable efforts to limit access to information based on role, business need, contractual requirements, and applicable law.

11.6 Accuracy of User Content

HaulWRX may rely on User Content submitted through the Platform.

HaulWRX is not responsible for errors, omissions, inaccuracies, or misrepresentations in User Content submitted by Users, Customers, Subcontractors, Drivers, or third parties.

Users are responsible for promptly notifying HaulWRX if they become aware that submitted information is inaccurate, incomplete, outdated, misleading, or unauthorized.

11.7 Aggregated and De-Identified Information

HaulWRX may use aggregated, anonymized, or de-identified information derived from Platform use, User Content, Operational Records, Compliance Information, Project Records, or system activity to:

  • improve the Platform;

  • improve the Services;

  • develop analytics;

  • evaluate workflow performance;

  • enhance AI Services;

  • improve document processing;

  • understand industry trends;

  • monitor system performance; and

  • support business planning.

HaulWRX will not use aggregated or de-identified information in a manner that reasonably identifies a specific Customer, Subcontractor, Driver, individual, or Project, except as permitted by applicable agreements or law.

11.8 Feedback

Users may provide suggestions, ideas, corrections, comments, requests, or other feedback regarding the Platform or Services.

HaulWRX may use feedback without restriction or compensation to improve, develop, modify, market, or operate the Platform and Services.

Feedback does not include confidential information or User Content unless expressly submitted as feedback.

11.9 HaulWRX Platform Rights

HaulWRX retains all rights, title, and interest in and to the Platform, Services, and all related technology, materials, and intellectual property, including without limitation the HaulWRX web application, mobile application, software, source code, object code, APIs, databases, data structures, system architecture, user interfaces, workflows, processes, configurations, designs, documentation, templates, reports, dashboards, forms, algorithms, AI Services, OCR workflows, data models, analytics, know-how, trade secrets, inventions, copyrights, trademarks, service marks, trade names, logos, domain names, and other proprietary materials, whether existing now or developed in the future. The Platform and Services are licensed or made available for use, not sold, and no User, Customer, Subcontractor, or Driver receives any ownership interest in the Platform, Services, or HaulWRX intellectual property by accessing or using them. Except for the limited rights expressly granted in this Agreement or a separate written agreement with HaulWRX, all rights are reserved by HaulWRX and its licensors.

11.10 Restrictions on Use of HaulWRX Intellectual Property

Except as expressly permitted by this Agreement or a separate written agreement with HaulWRX, Users shall not, and shall not permit or assist any third party to:

  • copy, reproduce, modify, adapt, translate, or create derivative works based on the Platform or Services;

  • reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or discover the source code, object code, algorithms, models, data structures, system architecture, workflows, trade secrets, or underlying ideas of the Platform or Services;

  • access or use the Platform to build, train, benchmark, or support a competing product or service;

  • scrape, crawl, harvest, extract, or bulk download data from the Platform except through functionality expressly made available by HaulWRX;

  • bypass, disable, interfere with, or circumvent any security, access control, usage limit, audit trail, approval workflow, technical restriction, or other Platform control;

  • remove, obscure, alter, or interfere with any copyright, trademark, proprietary rights, confidentiality, or attribution notices displayed in or associated with the Platform or Services;

  • use HaulWRX’s trademarks, trade names, logos, branding, screenshots, user interfaces, reports, templates, workflows, or other proprietary materials without prior written permission; or

  • use the Platform or Services in any manner that infringes, misappropriates, or otherwise violates HaulWRX’s intellectual property rights or proprietary interests.

These restrictions apply except to the extent they are prohibited by applicable law.

11.11 Derived Platform Improvements

HaulWRX may develop improvements, enhancements, configurations, workflows, analytics, templates, models, processes, and other technology based on experience operating the Platform and providing the Services.

To the extent such improvements do not disclose User Content in a manner that violates this Agreement, applicable law, or a separate written agreement, HaulWRX owns all rights in those improvements.

11.12 Data Retention and Deletion

HaulWRX may retain User Content, Operational Records, Compliance Information, Project Records, audit logs, system records, and related information for as long as reasonably necessary to:

  • provide the Platform;

  • provide the Services;

  • administer Projects;

  • satisfy contractual obligations;

  • comply with legal or regulatory obligations;

  • resolve disputes;

  • maintain security;

  • support audits;

  • preserve business records; and

  • fulfill legitimate business purposes.

Deletion or deactivation of an Account does not necessarily require deletion of Operational Records, Project Records, audit history, or other information that HaulWRX is legally or contractually permitted or required to retain.

11.13 No Sale of Personal Information

HaulWRX does not sell personal information submitted through the Platform.

Personal information is handled in accordance with HaulWRX’s Privacy Policy and applicable law.

ARTICLE 12

Electronic Records, Communications, and Approvals

12.1 Electronic Records

The Platform may be used to create, submit, receive, store, process, transmit, display, approve, reject, correct, and maintain electronic records relating to the Platform and Services.

Electronic records may include, without limitation:

  • Haul Tickets;

  • dispatch information;

  • work assignments;

  • photographs;

  • uploaded documents;

  • Compliance Information;

  • invoices;

  • payment-related records;

  • approvals;

  • rejection notices;

  • comments;

  • messages;

  • audit logs;

  • timestamps; and

  • other Operational Records or Project Records.

Where permitted by applicable law, electronic records maintained through the Platform may be used in place of paper records.

12.2 Consent to Electronic Communications

By creating an Account, accessing the Platform, or using the Services, Users consent to receive electronic communications from HaulWRX through the Platform, email, text message, mobile notification, or other electronic means.

Electronic communications may relate to:

  • Account administration;

  • work assignments;

  • dispatch information;

  • Operational Records;

  • Compliance Information;

  • Platform updates;

  • security notices;

  • billing or payment workflows;

  • Project administration;

  • legal notices; and

  • other matters relating to the Platform or Services.

Users are responsible for maintaining current contact information and for reviewing communications delivered through the Platform or other authorized channels.

12.3 Electronic Signatures and Approvals

The Platform may allow Users to indicate acceptance, acknowledgement, approval, rejection, certification, completion, confirmation, or other actions through electronic means.

Such actions may include clicking a button, checking a box, submitting a form, uploading a document, entering data, applying an electronic signature, sending a message, or taking another action within the Platform.

Where permitted by applicable law, such electronic actions may have the same effect as handwritten signatures, paper submissions, or written approvals.

12.4 Authority to Act

Each User represents that the User has authority to take actions submitted through the User’s Account.

When a Driver submits Operational Records, Haul Tickets, confirmations, photographs, or other information through the Platform, the Driver acts on behalf of the Driver’s Subcontractor unless HaulWRX has actual knowledge that the submission was unauthorized.

Each Subcontractor is responsible for ensuring that its Drivers and other authorized Users understand the authority granted to them and use the Platform only within the scope of that authority.

12.5 Timestamps and Audit Logs

The Platform may record timestamps, device information, user identifiers, location-related information, workflow status, change history, and other audit information relating to Platform activity.

Such information may be used to support:

  • Project administration;

  • Operational Records;

  • Project Records;

  • invoice review;

  • dispute resolution;

  • compliance workflows;

  • security monitoring;

  • fraud prevention; and

  • other legitimate business purposes.

Platform timestamps, audit logs, and system records are intended to support administrative workflows and recordkeeping, but they may not capture every fact relevant to a Project, dispute, or transaction.

12.6 Corrections and Revisions

Electronic records submitted through the Platform may require clarification, correction, supplementation, or revision.

HaulWRX may establish procedures for requesting, reviewing, documenting, approving, or rejecting corrections.

Corrections may be reflected through supplemental records, audit history, revised statuses, notes, attachments, or other Platform workflows rather than by deleting or overwriting the original record.

12.7 Communications Through the Platform

Communications sent or received through the Platform may become part of the applicable Operational Records, Project Records, Account records, or administrative records.

Users shall communicate through the Platform in a professional, accurate, and business-appropriate manner.

Users shall not use Platform communications to submit false information, harass others, interfere with operations, or bypass required documentation or approval workflows.

12.8 No Independent Legal Effect Unless Applicable

The existence of an electronic record, communication, approval, status, timestamp, or audit log within the Platform does not, by itself, create payment entitlement, establish contractual performance, modify a separate written agreement, waive legal rights, or determine liability unless such effect is provided by applicable law, the Platform workflow, or a separate written agreement.

12.9 Record Retention

HaulWRX may retain electronic records, communications, approvals, timestamps, audit logs, Operational Records, Project Records, Compliance Information, and related system records in accordance with this Agreement, HaulWRX’s applicable data retention policies, contractual obligations, legal obligations, litigation holds, regulatory requirements, insurance requirements, legitimate business purposes, and Platform requirements.

Retention periods may vary based on the type of record, the applicable Project, the nature of the Services, applicable law, Customer requirements, dispute resolution needs, audit requirements, and HaulWRX’s internal recordkeeping practices.

Deletion or deactivation of an Account does not necessarily require deletion of records associated with Projects, Operational Records, Project Records, compliance workflows, audit history, payment administration, legal obligations, or business administration.

HaulWRX may update its data retention policies from time to time as its business, Platform, legal obligations, and operational requirements evolve.

ARTICLE 13

Security and Privacy

13.1 Security Program

HaulWRX uses commercially reasonable administrative, technical, and organizational safeguards designed to protect the Platform, User Content, Operational Records, Project Records, Compliance Information, and related information processed through the Platform.

These safeguards may include, as appropriate:

  • access controls;

  • authentication procedures;

  • encryption of data in transit where appropriate;

  • secure cloud infrastructure;

  • system monitoring;

  • logging;

  • user permission controls;

  • software maintenance;

  • vulnerability management;

  • administrative policies; and

  • other security measures implemented by HaulWRX from time to time.

HaulWRX may modify its security practices as technology, law, business needs, Customer requirements, and risk conditions evolve.

13.2 No Absolute Security Guarantee

HaulWRX works to protect information processed through the Platform, but no method of electronic transmission, storage, authentication, or system operation can be guaranteed to be completely secure.

HaulWRX does not guarantee that unauthorized access, security incidents, system failures, data loss, or service interruptions will never occur.

13.3 User Security Responsibilities

Users are responsible for supporting Platform security by:

  • protecting Account credentials;

  • using secure devices and networks where reasonably practicable;

  • promptly notifying HaulWRX of suspected unauthorized access;

  • complying with authentication procedures;

  • not sharing Accounts or passwords;

  • not attempting to bypass security controls; and

  • using the Platform only within the scope of authorized access.

Subcontractors are responsible for promptly notifying HaulWRX when a Driver or other authorized User should no longer have access to the Platform.

13.4 Security Incidents

If HaulWRX becomes aware of a security incident affecting information processed through the Platform, HaulWRX may investigate, take reasonable steps to mitigate harm, and provide notices where required by applicable law or contractual obligations.

HaulWRX may consider the nature of the incident, the information involved, applicable legal requirements, law enforcement considerations, system integrity, and business continuity needs when determining the timing and content of any notice.

13.5 Privacy

HaulWRX processes personal information in accordance with its Privacy Policy and applicable law.

The Privacy Policy describes how HaulWRX collects, uses, discloses, and protects personal information in connection with the Platform, Website, and Services.

By accessing or using the Platform, Users acknowledge that personal information may be processed as described in the Privacy Policy.

13.6 Role-Based Access

HaulWRX may use role-based access controls to limit access to Platform information based on User role, permissions, business need, Project participation, contractual requirements, or other relevant factors.

HaulWRX may modify User permissions at any time to protect Platform security, administer Projects, support the Services, or comply with applicable agreements or law.

13.7 Customer and Subcontractor Systems

HaulWRX is not responsible for the security of systems, devices, networks, email accounts, phones, tablets, computers, software, or storage environments controlled by Users, Customers, Subcontractors, Drivers, or third parties.

Users are responsible for protecting devices and systems used to access the Platform.

13.8 Sensitive Information

Users shall not submit sensitive personal information, regulated information, or confidential third-party information to the Platform unless such submission is necessary for the Services, authorized by the submitting party, and permitted by applicable law.

HaulWRX may restrict, delete, quarantine, or otherwise address information submitted in violation of this Agreement or that creates legal, security, operational, or privacy risk.

13.9 Security Features and Limitations

HaulWRX may make certain security features available through the Platform, including authentication, access controls, permissions, audit logs, alerts, or related functionality.

The availability of security features may vary by Platform version, User role, Customer configuration, or Services provided.

Users remain responsible for using available security features appropriately and for complying with reasonable security instructions provided by HaulWRX.

ARTICLE 14

Third-Party Services and Integrations

14.1 Third-Party Services

The Platform and Services may interact with, rely upon, link to, or integrate with third-party products, services, software, systems, websites, APIs, data providers, cloud services, payment processors, communication tools, mapping tools, document processing tools, analytics providers, or other external services.

Third-party services may be used to support Platform functionality, including communications, hosting, storage, document processing, analytics, payments, identity management, mapping, messaging, reporting, or other operational workflows.

14.2 No Control Over Third-Party Services

HaulWRX does not control third-party services and is not responsible for their availability, performance, accuracy, security, functionality, legality, or continued operation.

Third-party services may be modified, interrupted, suspended, discontinued, or restricted by their providers without notice to HaulWRX or Users.

HaulWRX is not liable for delays, errors, data loss, outages, service interruptions, or other issues caused by third-party services outside HaulWRX’s reasonable control.

14.3 Third-Party Terms

Use of third-party services may be subject to additional terms, policies, fees, permissions, or privacy practices established by the applicable third-party provider.

Users are responsible for complying with any third-party terms that apply to their use of those services.

HaulWRX does not guarantee that any third-party service will remain available on the same terms or continue to be compatible with the Platform.

14.4 Customer or Subcontractor Systems

Customers, Subcontractors, and Users may request or authorize connections between the Platform and systems, software, accounts, or services controlled by them or by their vendors.

Where such connections are made available, the requesting or authorizing party is responsible for ensuring that it has the right to connect, transmit, access, or share information through those systems.

HaulWRX is not responsible for errors, omissions, permissions, security settings, data quality, or system limitations in third-party systems controlled by Customers, Subcontractors, Users, or their vendors.

14.5 Data Received from Third-Party Services

The Platform may receive data from third-party services or external systems.

HaulWRX may rely on data received from such services for administrative, operational, compliance, reporting, or workflow purposes.

HaulWRX does not guarantee that data received from third-party services is complete, accurate, current, uninterrupted, or error-free.

Users are responsible for reviewing information made available through the Platform and notifying HaulWRX of material inaccuracies discovered in third-party data.

14.6 Data Sent to Third-Party Services

The Platform may transmit User Content, Operational Records, Compliance Information, Project Records, or related information to third-party services where reasonably necessary to provide the Platform, perform the Services, support integrations, comply with law, fulfill contractual obligations, or carry out authorized workflows.

HaulWRX will use commercially reasonable efforts to transmit information only as permitted by this Agreement, applicable policies, applicable law, and any relevant written agreements.

14.7 Integration Changes

HaulWRX may add, modify, suspend, or discontinue integrations or third-party service connections at any time.

HaulWRX may also disable an integration if HaulWRX reasonably believes the integration creates legal, security, privacy, operational, technical, or business risk.

14.8 No Endorsement

References to third-party products, services, software, systems, or providers do not constitute an endorsement, sponsorship, warranty, or recommendation by HaulWRX unless expressly stated in writing.

14.9 Third-Party Materials

Third-party software, open-source components, APIs, documentation, data, maps, communications tools, payment tools, analytics tools, or other materials may be subject to separate license terms or restrictions.

Nothing in this Agreement grants Users rights to third-party materials except to the extent such materials are made available through the Platform for authorized use.

ARTICLE 15

Fees, Payments, and Invoicing

15.1 Commercial Agreements Control Payment Terms

Fees, rates, payment obligations, billing procedures, invoice timing, payment timing, retainage, deductions, chargebacks, and related commercial terms are governed by the applicable written agreement between HaulWRX and the relevant Customer, Subcontractor, or other contracting party.

This Agreement governs use of the Platform and related administrative workflows but does not, by itself, create a right to payment or establish pricing for any Project or Services.

15.2 Platform Support for Invoicing

The Platform may be used to support invoicing, billing, payment administration, rate tracking, Haul Ticket processing, approval workflows, dispute review, reporting, and related administrative functions.

Platform-generated invoices, summaries, reports, or payment records are intended to assist administrative workflows and may be subject to review, correction, approval, rejection, reconciliation, or adjustment in accordance with applicable agreements and HaulWRX procedures.

15.3 Accuracy of Billing Information

Users are responsible for submitting accurate Operational Records, Haul Tickets, time records, delivery information, rate information, supporting documentation, and other information used for billing or payment administration.

HaulWRX may rely on information submitted through the Platform when preparing invoices, reviewing payment requests, administering Project Records, or resolving billing questions.

Users shall promptly notify HaulWRX of known errors, omissions, duplications, or discrepancies affecting billing or payment information.

15.4 Subcontractor Payment Information

Subcontractors are responsible for providing and maintaining accurate payment information, tax information, business information, and any documentation reasonably requested by HaulWRX to administer payment workflows.

HaulWRX is not responsible for payment delays caused by incomplete, inaccurate, outdated, or missing payment information or supporting documentation provided by a Subcontractor or its authorized Users.

15.5 Payment Administration

Where HaulWRX is responsible for paying a Subcontractor under a separate written agreement, HaulWRX will administer payment in accordance with that agreement and applicable HaulWRX procedures.

Payment may depend on factors including:

  • receipt of required Operational Records;

  • review of Haul Tickets;

  • completion of required documentation;

  • Customer approval or payment, where applicable;

  • resolution of discrepancies;

  • satisfaction of compliance requirements;

  • tax or payment documentation; and

  • other requirements established by the applicable agreement or Project workflow.

15.6 Disputed Amounts

If a User, Customer, or Subcontractor disputes an invoice, payment amount, Haul Ticket, deduction, adjustment, or other billing-related item, the disputing party shall notify HaulWRX within a reasonable time and provide supporting information.

HaulWRX may review the Project Record, Operational Records, communications, approvals, supporting documentation, and other relevant information to help evaluate and resolve the dispute.

HaulWRX may establish reasonable procedures for submission, review, documentation, and resolution of billing disputes.

15.7 Corrections and Adjustments

Invoices, payment records, summaries, reports, or other billing-related records may be corrected, adjusted, supplemented, or reconciled when errors, omissions, duplicate entries, disputed items, or other issues are identified.

Corrections may be documented through supplemental records, revised invoices, credit memos, audit history, notes, status changes, or other Platform workflows.

15.8 Taxes

Each Customer, Subcontractor, and User is responsible for taxes, filings, withholdings, reporting, and other financial obligations applicable to its own business, employees, contractors, payments, income, operations, and transactions.

HaulWRX does not provide tax advice, payroll advice, accounting advice, or legal advice through the Platform.

Subcontractors remain responsible for payroll, employment taxes, income taxes, business taxes, and all other tax obligations relating to their own personnel and operations.

15.9 Third-Party Payment Services

HaulWRX may use third-party payment processors, financial institutions, accounting systems, or other providers to support billing and payment workflows.

Use of such providers may be subject to additional terms, processing times, fees, verification requirements, or compliance obligations.

HaulWRX is not responsible for delays, errors, outages, rejected payments, or other issues caused by third-party payment systems outside HaulWRX’s reasonable control.

15.10 No Modification of Separate Agreements

Platform workflows, invoice statuses, payment statuses, summaries, reports, or other billing-related information do not modify any separate written agreement unless expressly stated in that agreement or agreed in writing by the applicable parties.

If there is a conflict between billing information displayed in the Platform and the applicable written agreement, the written agreement controls unless the parties expressly agree otherwise.

ARTICLE 16

Availability, Support, and Platform Changes

16.1 Platform Availability

HaulWRX will use commercially reasonable efforts to make the Platform available for authorized use.

However, HaulWRX does not guarantee that the Platform will be uninterrupted, error-free, continuously available, or available at any particular time.

Platform availability may be affected by maintenance, updates, internet connectivity, third-party services, security issues, system failures, force majeure events, or other circumstances inside or outside HaulWRX’s reasonable control.

16.2 Maintenance and Updates

HaulWRX may perform maintenance, updates, upgrades, patches, repairs, security improvements, infrastructure changes, or other modifications to the Platform at any time.

Maintenance may result in temporary interruptions, reduced functionality, or changes to Platform performance.

Where reasonably practicable, HaulWRX may provide notice of scheduled maintenance that is expected to materially affect Platform availability.

16.3 Platform Changes

HaulWRX may add, modify, replace, suspend, or discontinue any feature, workflow, interface, integration, module, report, AI Service, mobile app function, web app function, or other Platform functionality at any time.

Nothing in this Agreement obligates HaulWRX to maintain any particular feature or functionality.

Platform functionality may vary based on User role, Customer agreement, Project requirements, Platform version, device, operating system, or other relevant factors.

16.4 Mobile Application Updates

Users of the HaulWRX mobile application may be required to install updates in order to continue using the Platform.

Certain features may not function properly if a User fails to install updates or uses an unsupported device, unsupported operating system, outdated application version, or unreliable network connection.

HaulWRX is not responsible for errors or limitations caused by unsupported devices, outdated software, user device settings, or connectivity problems outside HaulWRX’s reasonable control.

16.5 Support

HaulWRX may provide support for the Platform and Services through channels made available from time to time, which may include email, phone, in-app support, help desk tools, account representatives, or other support methods.

Support availability, response times, and support scope may vary based on User role, Customer agreement, Project requirements, business hours, issue severity, and operational needs.

Unless expressly agreed in a separate written agreement, HaulWRX does not guarantee any particular support response time or resolution time.

16.6 User Cooperation

Users agree to cooperate with reasonable support and troubleshooting requests from HaulWRX.

Such cooperation may include providing screenshots, error messages, device information, browser information, application version, description of the issue, relevant Operational Records, or other information reasonably needed to diagnose and resolve a Platform issue.

16.7 Beta, Pilot, or Experimental Features

HaulWRX may make beta, pilot, experimental, preview, or early-access features available from time to time.

Such features may be incomplete, unstable, unavailable, changed without notice, or discontinued.

Beta, pilot, experimental, preview, or early-access features are provided for evaluation and operational feedback and should not be relied upon as final or production-ready functionality unless HaulWRX expressly states otherwise in writing.

16.8 Service Interruptions

Users acknowledge that Platform interruptions may affect the ability to submit, access, process, or review Operational Records, Compliance Information, communications, invoices, reports, or other information.

Users shall use reasonable alternative procedures when necessary to continue essential business operations during a Platform interruption.

HaulWRX may provide guidance regarding alternative submission or communication procedures when reasonably practicable.

16.9 No Data Backup Obligation for Users

Although HaulWRX may maintain backups or redundancy as part of its internal operations, HaulWRX does not guarantee that all User Content, Operational Records, Project Records, audit logs, or system data will be recoverable in every circumstance.

Users and Subcontractors should maintain copies of business records that they are legally or contractually required to maintain outside the Platform.

16.10 No Service Level Commitment Unless Separately Agreed

This Agreement does not create any uptime guarantee, service credit, service level agreement, or other performance commitment.

Any service level commitment must be expressly stated in a separate written agreement signed or otherwise accepted by HaulWRX.

ARTICLE 17

Confidentiality

17.1 Confidential Information

“Confidential Information” means non-public information disclosed or made available by HaulWRX, a Customer, a Subcontractor, a Driver, or another authorized project participant through the Platform, the Services, or related business communications, where the information is designated as confidential or should reasonably be understood to be confidential based on its nature or the circumstances of disclosure.

Confidential Information may include:

  • Project information;

  • pricing, rates, and payment information;

  • invoices and payment records;

  • Subcontractor business records;

  • Compliance Information;

  • Driver-related information;

  • Operational Records;

  • Project Records;

  • customer lists;

  • business plans;

  • technical information;

  • software functionality;

  • Platform workflows;

  • security information;

  • trade secrets; and

  • other non-public business, operational, financial, or technical information.

17.2 Exclusions

Confidential Information does not include information that:

  • is or becomes publicly available through no fault of the receiving party;

  • was known by the receiving party without restriction before disclosure;

  • is independently developed by the receiving party without use of Confidential Information;

  • is lawfully received from a third party without a duty of confidentiality; or

  • is approved for disclosure in writing by the party that owns or controls the information.

17.3 Use of Confidential Information

Users may use Confidential Information only as necessary to access the Platform, perform authorized business activities, participate in Projects, provide or receive Services, comply with applicable agreements, or fulfill legal obligations.

Users shall not use Confidential Information for any unauthorized purpose, including competing with HaulWRX, soliciting unauthorized business, bypassing HaulWRX workflows, interfering with Project administration, or misusing information obtained through the Platform.

17.4 Protection of Confidential Information

Users shall protect Confidential Information using reasonable care and at least the same degree of care they use to protect their own similar confidential information.

Users shall not disclose Confidential Information to any person except:

  • authorized personnel with a legitimate business need to know;

  • HaulWRX;

  • authorized Customer or Subcontractor representatives;

  • professional advisors bound by confidentiality obligations;

  • insurers, auditors, or financing sources with a legitimate need to know;

  • governmental authorities where required by law; or

  • other persons authorized by HaulWRX or permitted by applicable agreements.

17.5 HaulWRX Use of Confidential Information

HaulWRX may use Confidential Information as reasonably necessary to:

  • provide the Platform;

  • provide the Services;

  • administer Projects;

  • maintain Project Records;

  • support compliance management workflows;

  • support invoicing and payment workflows;

  • communicate with authorized Users and project participants;

  • operate and secure the Platform;

  • comply with law;

  • enforce agreements;

  • resolve disputes;

  • respond to audits or legal requests; and

  • fulfill legitimate business purposes consistent with this Agreement, applicable policies, and applicable written agreements.

17.6 Compelled Disclosure

If a User or HaulWRX is required by law, subpoena, court order, governmental request, regulatory requirement, or similar legal process to disclose Confidential Information, the disclosing party may do so to the extent legally required.

Where legally permitted and reasonably practicable, the party receiving the request shall provide notice to the party that owns or controls the Confidential Information so that the party may seek protective treatment or other appropriate relief.

17.7 Unauthorized Disclosure

Users shall promptly notify HaulWRX if they become aware of unauthorized access to or disclosure of Confidential Information obtained through the Platform or Services.

Users shall reasonably cooperate with HaulWRX in investigating, mitigating, and addressing unauthorized disclosure or misuse of Confidential Information.

17.8 Return or Destruction

Upon termination of Platform access or upon reasonable request, Users shall return or destroy Confidential Information in their possession where required by applicable agreement or law.

This obligation does not require deletion of information that a party is legally required or permitted to retain, including records retained for compliance, accounting, audit, insurance, dispute resolution, legal, or legitimate business purposes.

17.9 No Publicity

Users shall not use the name, logo, trademark, trade name, Project information, or business relationship of HaulWRX, a Customer, Subcontractor, or other project participant in public announcements, marketing materials, press releases, case studies, social media, or promotional materials without prior written permission from the applicable party.

17.10 Survival

Confidentiality obligations survive termination of this Agreement for as long as the information remains confidential under applicable law or agreement.

Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

ARTICLE 18

Disclaimers

18.1 Platform Provided as Available

Except as expressly stated in a separate written agreement, the Platform is provided on an “as is” and “as available” basis.

HaulWRX does not warrant that the Platform will be uninterrupted, error-free, secure, continuously available, compatible with all devices or systems, or free from harmful components.

18.2 No Guarantee of Third-Party Performance

HaulWRX may identify, evaluate, invite, onboard, coordinate with, and support Subcontractors based on information available to HaulWRX and applicable qualification criteria.

However, HaulWRX does not guarantee the future performance, conduct, staffing, equipment availability, financial condition, insurance status, regulatory compliance, or operational decisions of any Subcontractor, Driver, Customer, project owner, governmental authority, third-party system, or other project participant.

18.3 No Guarantee of Project Outcomes

Construction projects involve many parties, changing conditions, and factors outside HaulWRX’s reasonable control.

Except as expressly agreed in a separate written agreement, HaulWRX does not guarantee:

  • project completion;

  • uninterrupted availability of Subcontractors or Drivers;

  • uninterrupted availability of Vehicles or equipment;

  • acceptance of work by a Customer, project owner, or governmental authority;

  • payment by a Customer or other third party;

  • absence of disputes;

  • regulatory approval;

  • profitability; or

  • any particular project outcome.

18.4 No Professional Advice

The Platform and Services may provide information, workflows, alerts, document organization, reports, summaries, administrative statuses, recommendations, or other outputs.

Such information is provided for operational and administrative purposes only.

HaulWRX does not provide legal, tax, accounting, insurance, engineering, regulatory, employment, safety, or professional advice through the Platform unless expressly agreed in a separate written agreement.

Users remain responsible for obtaining appropriate professional advice for their own businesses, Projects, and legal obligations.

18.5 No Independent Verification Unless Agreed

HaulWRX may review User Content, Compliance Information, Operational Records, Project Records, documents, and other information as part of its professional brokerage and administrative Services.

Unless expressly agreed in writing, HaulWRX does not independently verify every submission, field, document, statement, certification, Haul Ticket, invoice, photograph, communication, or record submitted through the Platform.

HaulWRX may rely on information provided by Users, Customers, Subcontractors, Drivers, third-party systems, insurers, governmental agencies, public records, or other sources reasonably believed to be relevant.

18.6 Disclaimer of Implied Warranties

To the fullest extent permitted by law, and except as expressly stated in this Agreement or a separate written agreement, HaulWRX disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and course of performance.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, the exclusions apply only to the maximum extent permitted by law.

ARTICLE 19

Limitation of Liability

19.1 Scope

This Article applies to claims arising out of or relating to this Agreement, the Platform, Platform access, User Content, Operational Records, Project Records, AI Services, administrative workflows, and related use of the Platform.

To the extent a separate written agreement between HaulWRX and a Customer or Subcontractor contains a different limitation of liability, the limitation in that separate written agreement controls with respect to the subject matter covered by that agreement.

19.2 Exclusion of Certain Damages

To the fullest extent permitted by law, HaulWRX shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including damages for:

  • lost profits;

  • lost revenue;

  • loss of business opportunity;

  • loss of goodwill;

  • business interruption;

  • loss of data;

  • cost of substitute services;

  • delay damages;

  • reputational harm; or

  • other consequential business losses,

even if HaulWRX has been advised of the possibility of such damages.

19.3 Aggregate Liability Cap

To the fullest extent permitted by law, HaulWRX’s total aggregate liability arising out of or relating to this Agreement or use of the Platform shall not exceed the greater of:

  • one hundred U.S. dollars (US $100); or

  • the amount, if any, paid by the claimant to HaulWRX specifically and separately for Platform access during the twelve (12) months preceding the event giving rise to the claim.

For purposes of this Section, Platform access fees do not include brokerage fees, transportation charges, Subcontractor payments, pass-through costs, Project charges, administrative fees, service fees, reimbursable expenses, or any other amounts paid to HaulWRX for brokerage services, transportation services, Project work, or related Services.

If Platform access is provided without a separately stated Platform access fee, then no amounts paid for brokerage services or related Services shall be included in calculating the liability cap under this Section.

This limitation does not expand HaulWRX’s liability where a separate written agreement provides a lower applicable limitation or different liability allocation.

19.4 Third-Party Conduct and Information

HaulWRX shall not be liable for damages arising from:

  • acts or omissions of Customers, Subcontractors, Drivers, project owners, governmental authorities, or other third parties;

  • inaccurate, incomplete, outdated, misleading, or unauthorized User Content;

  • changes in Compliance Information after submission or review;

  • third-party services, systems, integrations, communications tools, payment processors, or data providers;

  • device failures, network failures, connectivity issues, or systems not controlled by HaulWRX; or

  • events outside HaulWRX’s reasonable control.

19.5 Platform Records and Operational Decisions

Users are responsible for reviewing information made available through the Platform before relying on it.

HaulWRX is not liable for decisions made by Users, Customers, Subcontractors, Drivers, or other project participants based on Platform records, reports, alerts, summaries, administrative statuses, AI-assisted outputs, communications, or other Platform information, except to the extent liability cannot be limited under applicable law or is expressly assumed by HaulWRX in a separate written agreement.

19.6 Exceptions

Nothing in this Agreement limits liability to the extent such limitation is prohibited by applicable law.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, the limitations in this Article apply only to the maximum extent permitted by law.

19.7 Basis of the Agreement

The limitations of liability in this Article are an essential basis of this Agreement.

Users acknowledge that HaulWRX would not make the Platform available on the same terms without these limitations.

ARTICLE 20

Indemnification

20.1 Platform-Related Indemnification

To the fullest extent permitted by law, each User, Customer, and Subcontractor agrees to defend, indemnify, and hold harmless HaulWRX and its officers, directors, employees, contractors, agents, affiliates, successors, and assigns from and against any third-party claims, demands, actions, losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

  • misuse of the Platform;

  • unauthorized access to or use of the Platform;

  • violation of this Agreement;

  • violation of applicable law in connection with use of the Platform;

  • submission of inaccurate, incomplete, misleading, fraudulent, infringing, or unauthorized User Content through the Platform;

  • unauthorized disclosure or misuse of Confidential Information obtained through the Platform;

  • infringement, misappropriation, or violation of third-party rights arising from User Content submitted to the Platform;

  • failure to maintain the confidentiality of Account credentials; or

  • attempts to bypass Platform security controls, permissions, approval workflows, audit trails, or other administrative controls.

20.2 Driver Submissions

Each Subcontractor is responsible for Platform activity by Drivers authorized under or associated with the Subcontractor’s account or Project participation.

For purposes of this Article, Operational Records, Haul Tickets, photographs, documents, messages, confirmations, and other User Content submitted by a Driver through the Platform are deemed submitted on behalf of the Driver’s Subcontractor unless HaulWRX has actual knowledge that the submission was unauthorized.

20.3 Indemnification Procedure

HaulWRX shall provide reasonably prompt notice of a claim subject to indemnification, provided that failure to give prompt notice shall not relieve the indemnifying party of its obligations except to the extent the delay materially prejudices the indemnifying party.

The indemnifying party shall not settle any claim in a manner that imposes liability, admission of fault, payment obligation, operational restriction, or non-monetary obligation on HaulWRX without HaulWRX’s prior written consent.

HaulWRX may participate in the defense of any claim with counsel of its own choosing at its own expense, unless separate counsel is reasonably necessary due to a conflict of interest or other circumstances requiring separate representation.

20.4 Separate Commercial Agreements

Indemnification obligations relating to construction work, transportation services, jobsite incidents, vehicle operation, driver conduct, employment matters, insurance obligations, payment disputes, Project requirements, Customer instructions, Subcontractor performance, or other non-Platform commercial matters should be addressed in the applicable written agreement between HaulWRX and the relevant Customer or Subcontractor.

If a separate written agreement between HaulWRX and a Customer or Subcontractor contains indemnification obligations covering such matters, that separate written agreement controls with respect to the subject matter covered by that agreement.

ARTICLE 21

Suspension and Termination

21.1 Term of Platform Access

A User may access the Platform only for so long as the User remains authorized by HaulWRX and, where applicable, by the Customer or Subcontractor associated with the User’s Account.

Platform access may end when the User’s authorization ends, the applicable Project ends, the applicable commercial relationship ends, the Account is deactivated, or HaulWRX otherwise terminates access in accordance with this Agreement.

21.2 Suspension of Access

HaulWRX may suspend, restrict, or disable Platform access if HaulWRX reasonably believes that:

  • a User has violated this Agreement;

  • an Account has been compromised;

  • Platform security may be at risk;

  • a User has submitted fraudulent, misleading, unauthorized, or materially inaccurate information;

  • continued access may create legal, operational, security, privacy, compliance, or business risk;

  • a Subcontractor has failed to maintain required Compliance Information;

  • a User is no longer authorized to access the Platform;

  • a Project or commercial relationship has ended;

  • Platform access is being misused; or

  • suspension is necessary to protect HaulWRX, the Platform, Customers, Subcontractors, Drivers, Project Records, or other Users.

Where reasonably practicable, HaulWRX may provide notice and an opportunity to address the issue before permanently terminating access.

HaulWRX may act immediately where necessary to protect the Platform, the Services, Project Records, data security, Users, Customers, Subcontractors, Drivers, or the public.

21.3 Termination by HaulWRX

HaulWRX may terminate a User’s Platform access if:

  • the User materially violates this Agreement;

  • the User repeatedly violates Platform procedures;

  • the User engages in fraud, abuse, unauthorized access, or misuse;

  • the User’s associated Customer or Subcontractor relationship with HaulWRX ends;

  • the User is no longer authorized by the applicable Customer or Subcontractor;

  • continued access creates unacceptable legal, security, privacy, compliance, operational, or business risk; or

  • HaulWRX discontinues the applicable Platform functionality or Services.

21.4 Termination by User

A User may stop using the Platform at any time.

A User may request Account deactivation by contacting HaulWRX or, where applicable, the Subcontractor or organization responsible for administering the User’s access.

Stopping use of the Platform or requesting Account deactivation does not affect obligations that arose before deactivation, including obligations relating to confidentiality, accuracy of records, correction of information, payment workflows, dispute resolution, or compliance with applicable agreements.

21.5 Subcontractor Responsibility for User Access

Each Subcontractor is responsible for promptly notifying HaulWRX when a Driver, employee, contractor, or other authorized User should no longer have access to the Platform.

HaulWRX is not responsible for unauthorized Platform activity by a Driver or other User if the Subcontractor failed to notify HaulWRX within a reasonable time that the User’s access should be modified or revoked.

21.6 Effect of Suspension or Termination

Suspension or termination of Platform access may limit or prevent a User from accessing Accounts, User Content, Operational Records, Project Records, Compliance Information, invoices, reports, communications, or other Platform functionality.

HaulWRX may continue to retain, process, use, disclose, or preserve User Content, Operational Records, Project Records, Compliance Information, audit logs, communications, and related information as permitted by this Agreement, applicable law, applicable data retention policies, legal obligations, dispute resolution needs, audit requirements, security requirements, and legitimate business purposes.

21.7 No Automatic Termination of Commercial Agreements

Suspension or termination of Platform access does not automatically terminate any separate written agreement between HaulWRX and a Customer or Subcontractor unless that agreement expressly provides otherwise.

Commercial obligations, payment obligations, confidentiality obligations, indemnification obligations, insurance obligations, dispute resolution provisions, and other obligations under separate written agreements remain governed by those agreements.

21.8 Survival

The following provisions survive termination of Platform access or termination of this Agreement to the extent necessary to give effect to their purpose:

  • provisions relating to ownership of the Platform;

  • User Content and data rights;

  • Operational Records and Project Records;

  • confidentiality;

  • payment-related records;

  • disclaimers;

  • limitations of liability;

  • indemnification;

  • dispute resolution;

  • record retention;

  • governing law; and

  • any other provisions that by their nature should survive.

ARTICLE 22

Governing Law and Dispute Resolution

22.1 Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Ohio, without regard to its conflict of law principles.

22.2 Informal Resolution

Before initiating litigation or other formal dispute resolution proceedings, the parties shall make reasonable good-faith efforts to resolve disputes arising out of or relating to this Agreement, the Platform, or Platform access.

A party asserting a dispute shall provide written notice describing the nature of the dispute and the relief requested.

The parties shall attempt to resolve the dispute through good-faith discussions for at least thirty (30) days after notice is provided, unless immediate legal action is reasonably necessary to protect confidential information, intellectual property, Platform security, data, legal rights, or to seek emergency relief.

22.3 Venue and Jurisdiction

Subject to Section 22.2 and except where prohibited by applicable law, any legal action arising out of or relating to this Agreement, the Platform, or Platform access shall be brought exclusively in the state or federal courts located in Ohio.

Each party consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.

22.4 Equitable Relief

Notwithstanding Section 22.2, HaulWRX may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in any court of competent jurisdiction to prevent or address:

  • unauthorized access to the Platform;

  • misuse of Confidential Information;

  • infringement or misappropriation of intellectual property;

  • interference with Platform security;

  • misuse of User Content, Operational Records, Project Records, or Compliance Information;

  • violation of confidentiality obligations; or

  • conduct that may cause irreparable harm.

22.5 No Class or Representative Actions

To the fullest extent permitted by law, disputes arising under this Agreement shall be resolved only on an individual basis.

No User, Customer, Subcontractor, or Driver may bring or participate in any class, collective, consolidated, private attorney general, or representative action against HaulWRX relating to this Agreement, the Platform, or Platform access.

If this waiver is found unenforceable with respect to a particular claim, the waiver shall be enforced to the maximum extent permitted by law.

22.6 Jury Trial Waiver

To the fullest extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury in any dispute arising out of or relating to this Agreement, the Platform, or Platform access.

22.7 Time Limit for Claims

To the fullest extent permitted by law, any claim arising out of or relating to this Agreement, the Platform, or Platform access must be brought within one (1) year after the event giving rise to the claim.

Claims not brought within that period are permanently barred.

This Section does not apply where a shorter or longer period is required by applicable law or by a separate written agreement between HaulWRX and the applicable Customer or Subcontractor.

22.8 Separate Written Agreements

If a separate written agreement between HaulWRX and a Customer or Subcontractor contains a different governing law, venue, dispute resolution, arbitration, litigation, notice, or claims procedure, that separate written agreement controls with respect to disputes arising under that agreement.

This Article governs disputes relating to Platform use and this Agreement except to the extent modified by a separate written agreement.

ARTICLE 23

Miscellaneous and Contact Information

23.1 Entire Agreement

This Agreement, together with any policies or documents expressly incorporated by reference, constitutes the entire agreement between HaulWRX and each User regarding access to and use of the Platform.

This Agreement supersedes prior or contemporaneous understandings regarding Platform access, except to the extent a separate written agreement between HaulWRX and a Customer or Subcontractor expressly controls.

23.2 Order of Precedence

If there is a conflict between this Agreement and another written agreement or policy, the following order of precedence applies unless the applicable agreement expressly states otherwise:

  1. A separately executed written agreement between HaulWRX and the applicable Customer or Subcontractor;

  2. Any applicable statement of work, project agreement, or written addendum;

  3. This Agreement;

  4. HaulWRX’s Privacy Policy;

  5. HaulWRX’s Cookie Policy;

  6. HaulWRX’s AI & Data Processing Notice;

  7. Other Platform policies or guidelines published by HaulWRX.

23.3 Assignment

Users may not assign or transfer this Agreement, any Account, or any Platform access rights without HaulWRX’s prior written consent.

HaulWRX may assign this Agreement in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, change of control, or transfer of business operations.

23.4 Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid or unenforceable provision shall be interpreted or replaced to the maximum extent permitted by law to achieve its original intent.

23.5 Waiver

No failure or delay by HaulWRX in exercising any right, power, or remedy under this Agreement shall operate as a waiver.

No waiver of any provision of this Agreement shall be effective unless made in writing by HaulWRX.

A waiver of one breach does not constitute a waiver of any other or future breach.

23.6 Force Majeure

HaulWRX shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, severe weather, natural disasters, labor disputes, power outages, internet outages, telecommunications failures, cyberattacks, governmental actions, transportation disruptions, war, terrorism, civil unrest, supply chain interruptions, third-party service failures, or other events outside HaulWRX’s reasonable control.

23.7 Notices

HaulWRX may provide notices relating to this Agreement or the Platform by email, through the Platform, by posting within the Platform, by posting on its Website, or by other reasonable electronic means.

Users are responsible for maintaining current contact information associated with their Accounts.

Any notice to HaulWRX under this Agreement must be sent by email to legal@haulwrx.com.

A notice to HaulWRX will be deemed received when actually received by HaulWRX, provided that automatic delivery failures, bounce-back messages, or similar delivery errors will not constitute receipt.

23.8 Relationship of the Parties

Nothing in this Agreement creates an employment, agency, partnership, joint venture, franchise, fiduciary, or similar relationship between HaulWRX and any User, Customer, Subcontractor, or Driver.

Subcontractors remain independent businesses, and Drivers remain under the direction and control of their respective Subcontractors or other contracting organizations.

23.9 Headings

Headings are included for convenience only and do not affect the interpretation of this Agreement.

23.10 Interpretation

Words such as “including,” “includes,” and “include” mean “including without limitation.”

References to the Platform or Services include any features, functionality, tools, documentation, updates, or related offerings made available by HaulWRX from time to time.

23.11 Contact Information

Questions regarding this Agreement or the Platform may be directed to:

HaulWRX, LLC
Email: legal@haulwrx.com
Website: https://haulwrx.com