Terms of Service

01The agreement

These Terms of Service ("Terms") are entered into between Haulium LLC ("Haulium," "we," "us") and the business entity that registers for or uses our software ("Customer," "you"). By creating an account, installing our browser extension, signing in, or otherwise using the Services, you accept these Terms on behalf of that entity and represent that you are authorized to do so.

The Services are offered to businesses only. They are not intended for personal, family, or household use, and are not offered to consumers.

02The Services

"Services" means the Haulium software products you access, which may include:

• Haulium TMS — transportation management software for dispatch, tracking, documents, billing, and related operations.
• Hail — a browser extension and supporting services for contacting freight brokers from your own email accounts, and for recording what you learn about them.
• Haulium Driver — a mobile application for drivers and field staff.
• Any related websites, APIs, and integrations we make available.

We may add, change, or discontinue features. We will give reasonable notice before removing a material feature you rely on, except where the change is required for security, legal compliance, or by a third party we depend on.

03Accounts and users

You are responsible for your accounts, for the acts and omissions of everyone you give access to, and for keeping credentials confidential. You must ensure your users are authorized and that their use complies with these Terms. Tell us promptly at security@haulium.com if you suspect unauthorized access.

You are responsible for the accuracy of the information you enter, including carrier identities, MC and DOT numbers, rates, and the content of any message you send through the Services.

04Fees

Paid plans are billed per seat or as otherwise stated at signup, in advance, and are non-refundable except where required by law. We may change pricing on 30 days' notice, effective at your next renewal. You are responsible for taxes other than taxes on our income. Non-payment may result in suspension.

05Your data

You keep all rights in the data you put into the Services or that we collect on your behalf ("Customer Data"), including your loads, brokers, carriers, documents, messages, and the records of emails you send. You grant us a limited license to host, process, transmit, and display Customer Data solely to provide and support the Services, to secure them, and to comply with law.

We do not sell Customer Data. We do not disclose one customer's broker relationships, marks, notes, or send history to another customer. Publicly sourced regulatory information — such as FMCSA authority and bond status keyed to an MC number — is not Customer Data and may be shared across customers.

You are responsible for having the right to provide the Customer Data you submit, including personal information about your employees, drivers, and contacts, and for any consents or notices required in your jurisdiction.

06Connected accounts

Some features require you to connect an account you control — for example, authorizing Hail to send email from your Google mailbox. When you do:

• You confirm you own or are authorized to use that account.
• You authorize us to act on that account only as needed to provide the feature, and only within the permissions granted.
• You remain responsible for everything sent from your accounts through the Services, including compliance with anti-spam laws such as the CAN-SPAM Act, with your email provider's terms and sending limits, and with any suspension or reputation consequences those providers impose.
• You may disconnect at any time; we will stop using the credential and delete stored tokens.

07Acceptable use

You will not, and will not permit anyone to:

• Use the Services in violation of any law, or of your agreement with any load board, data provider, factoring company, or other third party — including any restriction on automated access to, or extraction from, their platform. You are solely responsible for your own compliance with those agreements.
• Send unsolicited bulk email, misrepresent the sender or subject of a message, or impersonate any person or company.
• Send messages that identify one of your operating companies while purporting to come from another.
• Reverse engineer, resell, sublicense, or provide the Services to a third party except as expressly permitted.
• Interfere with the Services, exceed rate limits, or attempt to access another customer's data.
• Use the Services to make credit, safety, or hiring decisions in a manner requiring compliance with the Fair Credit Reporting Act or similar laws (see section 10).

We may suspend access without notice if we reasonably believe use threatens the security, integrity, or legality of the Services, or exposes us or another customer to liability.

08Third-party services

The Services interoperate with platforms we do not control, which may include load boards, email providers, telematics and ELD providers, factoring companies, mapping and geocoding providers, railroads, government data sources, and payment processors. We do not control and are not responsible for those services, their availability, their terms, their pricing, or the accuracy of what they return. If a third party changes or withdraws access, the dependent feature may stop working, and that is not a breach of these Terms.

09No warranties

10Information is not advice

This section matters more than any other for how the Services are actually used.

The Services display information that originates from third parties or from your own staff. This includes, without limitation: broker credit scores and factoring eligibility; FMCSA operating authority, insurance, and surety bond status; load postings, rates, mileage, and market rate estimates; relationship marks and notes entered by your users; and any calculation derived from those inputs.

All of it is provided for informational purposes only. It may be inaccurate, incomplete, stale, or misattributed. It is not a credit report, a consumer report, a recommendation, an endorsement, or a guarantee of anyone's ability or willingness to pay, to perform, or to maintain authority or insurance.

We are not a consumer reporting agency and the Services are not intended to be used as a factor in establishing eligibility for credit, insurance, employment, or any other purpose covered by the Fair Credit Reporting Act.

11Limitation of liability

These limits apply to all claims in the aggregate, not per claim, and survive termination. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you; in that case our liability is limited to the greatest extent permitted.

The parties agree these limits are a reasonable allocation of risk, that the fees reflect that allocation, and that Haulium would not provide the Services on these commercial terms without them.

12Indemnification

You will defend, indemnify, and hold harmless Haulium and its members, officers, employees, and agents from and against any third-party claim, demand, action, proceeding, loss, liability, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services, including any email or message sent from your connected accounts;
• Your Customer Data, and any personal information you submit or instruct us to process;
• Your breach of these Terms or of any law, including anti-spam, privacy, transportation, and employment laws;
• Your breach of an agreement with a load board, data provider, email provider, factoring company, or other third party;
• Any transaction, dispute, or claim between you and a broker, shipper, carrier, driver, or employee, including non-payment and cargo claims;
• Any decision you made in reliance on information displayed by the Services.

We will notify you of the claim, let you control the defense (with counsel reasonably acceptable to us), and cooperate at your expense. You may not settle a claim in a way that imposes obligation or admission on us without our written consent.

13Term and termination

These Terms run while you use the Services. Either party may terminate for convenience on 30 days' written notice, or immediately for the other's material breach that stays uncured for 15 days after notice. We may suspend or terminate immediately for the reasons in section 7.

On termination, your access ends. You may export your Customer Data during the 30 days after termination; after that we may delete it, subject to backups and legal retention. Fees already paid are not refundable. Sections 5, 7, 9, 10, 11, 12, 15, and 16 survive.

14Changes

We may update these Terms. For material changes we will give at least 30 days' notice by email or in-product before they take effect. Continuing to use the Services after that means you accept the updated Terms. If you do not accept, stop using the Services and you may terminate for convenience.

15Governing law and disputes

These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law rules. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois, and each waives any objection to that venue.

Each party waives any right to a jury trial. Any claim must be brought in an individual capacity, not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Any claim arising out of or relating to these Terms or the Services must be filed within one year after the claim arose, or it is permanently barred, to the extent permitted by law.

Before filing, the parties will attempt in good faith to resolve the dispute by writing to the other with a description of the claim and the relief sought, and will allow 30 days to resolve it.

16General

Entire agreement. These Terms, with our Privacy Policy and any order form or written agreement signed by both parties, are the entire agreement and supersede prior discussions. Any conflicting terms in your purchase order or vendor form have no effect unless we sign them.

Severability and waiver. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest stays in force. A failure to enforce is not a waiver.

Assignment. You may not assign these Terms without our written consent, except to a successor of your business that is not a competitor of ours. We may assign in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, including outages of third-party services we depend on.

Independent contractors. The parties are independent. Nothing here creates a partnership, agency, joint venture, employment, or brokerage relationship. Haulium is not a motor carrier, freight broker, or freight forwarder, and does not arrange transportation.

Notices. To Haulium: legal@haulium.com. To you: the email on your account.