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1. ACCEPTANCE, ELIGIBILITY, AND AUTHORITY

1.1 The Parties. This Agreement is between LK Technologies LLC, an Arizona limited liability company ("Provider"), and the person or entity that accepts these Terms ("Customer"). Provider and Customer are each a "Party" and together the "Parties."

"VirtueTMS" is the name of the proprietary transportation management software product developed, owned, and operated by Provider and made available to Customer under this Agreement. VirtueTMS is the name of a software product and is not a legal entity, business, or party to this Agreement. All rights, obligations, and liabilities under this Agreement are those of Provider. Any reference to "VirtueTMS" within this Agreement, within the Platform, on the VirtueTMS website, in any communication from the Platform, or in any invoice, receipt, notice, or support correspondence, in each case as the provider of the Platform or the counterparty to Customer, means LK Technologies LLC. The VirtueTMS name, logo, and branding are the property of Provider and are governed by Section 9.

1.2 Acceptance. Customer accepts this Agreement by any of the following, each of which constitutes Customer’s electronic signature and manifests Customer’s assent to be bound: (a) clicking "Agree and Continue" or any similar button or checkbox presented with these Terms; (b) creating an account for the Platform; (c) accessing or using the Platform, including during any Free Trial; or (d) paying any Subscription Fee. If Customer does not agree to these Terms, Customer must not access or use the Platform.

1.3 Effective Date. This Agreement takes effect on the date Customer first accepts it in accordance with Section 1.2 (the "Effective Date") and remains in effect until terminated in accordance with Section 13.

1.4 Authority to Bind. The individual accepting this Agreement represents and warrants that: (a) they are at least eighteen (18) years of age; (b) they have full legal capacity to enter into a binding contract; and (c) if accepting on behalf of a company, limited liability company, partnership, sole proprietorship, or other business, they are duly authorized to bind that business to this Agreement, and "Customer" means that business. If the individual lacks such authority, they must not accept this Agreement. An individual who accepts this Agreement without such authority personally assumes the obligations of Customer under this Agreement and is treated as Customer for all purposes, provided that such an individual is bound in a business capacity in connection with the transportation business on whose behalf they purported to act, and Section 1.5 applies to them accordingly.

1.5 Business Use Only; Not a Consumer Transaction. Customer represents and warrants that it is accessing and using the Platform solely for business, commercial, and professional purposes in connection with the operation of a motor carrier, broker, freight forwarder, or other transportation business, and not for personal, family, or household purposes. Customer acknowledges that this Agreement is a business-to-business agreement and is not a consumer transaction. Customer further acknowledges that Provider has relied on this representation in setting the Subscription Fees and in agreeing to the allocation of risk set forth in Sections 10, 11, and 12.

1.6 Account Registration and Verification. Customer shall provide accurate, complete, and current information when creating an account, including its legal business name, its business structure, its USDOT number or other operating authority identifier (or, where Customer operates under lease to another authority, the information required by Section 1.7(c)), and contact information, and shall keep such information current. Provider may verify Customer’s business registration, operating authority, USDOT number, lease arrangement, or other identifying information through public records, third-party data sources, or by requesting documentation from Customer, at any time and as a condition of continued access.

Provider may refuse, restrict, suspend, or terminate any account where, in Provider’s discretion, Provider is unable to verify such information, the information provided is inaccurate or incomplete, or verification returns a result Provider determines presents a risk. Nothing in this Section obligates Provider to conduct any verification, and Provider’s verification of any information, or its assignment of any account status, tier, badge, or designation reflecting a level of verification, does not constitute a representation, warranty, endorsement, or certification by Provider as to Customer’s authority, qualification, insurance, safety rating, or compliance status, and shall not be relied upon as such by Customer or by any third party.

1.7 One Account per Business; Leased Operators.

(a) One Account. Customer shall maintain a single account per business entity or operating authority unless Provider agrees otherwise in writing. Customer shall not create an account using a false identity, another party’s information, or an operating authority Customer does not hold or is not authorized to operate under.

(b) Business Entity Representation. Customer represents and warrants that it is a business — including a corporation, limited liability company, partnership, sole proprietorship, or owner-operator operating as an independent business — engaged in the transportation industry, and that it is registering and using the Platform in that capacity and for that business. Customer further represents that it holds, or operates under a valid lease to a party that holds, active operating authority and a USDOT number applicable to the transportation activity Customer conducts using the Platform.

(c) Owner-Operators Leased to Another Authority. Customer may register and use the Platform while operating under a lease to a motor carrier holding the operating authority under which Customer’s transportation activity is conducted (the "Lessee Carrier"). Where Customer does so, Customer represents, warrants, and agrees that:

(1) a written lease meeting the requirements of 49 C.F.R. Part 376, or the applicable equivalent, is in effect between Customer and the Lessee Carrier at all times during which Customer uses the Platform in connection with activity conducted under that authority;

(2) Customer shall accurately identify the Lessee Carrier and its USDOT number in Customer’s account, and shall update that information promptly upon any change;

(3) the Lessee Carrier, and not Customer, is the motor carrier of record and the party holding operating authority with respect to such activity, and Provider makes no determination and assumes no responsibility as to the validity, currency, or sufficiency of the lease, the Lessee Carrier’s authority, or the allocation of regulatory responsibility between Customer and the Lessee Carrier;

(4) Customer holds all rights, consents, and authorizations necessary to enter, store, transmit, and process within the Platform any data relating to loads, shipments, settlements, or documents arising under that lease, including any data belonging to or originating from the Lessee Carrier, and Customer’s obligations under Sections 8.7 and 11.1 apply to all such data;

(5) the account is Customer’s account and not the Lessee Carrier’s. Registration under this Section grants the Lessee Carrier no right of access to, control over, or ownership of the account or any Customer Data within it, and grants Customer no right of access to any separate account held by the Lessee Carrier. Provider has no obligation to arbitrate, resolve, or take any action with respect to any dispute between Customer and the Lessee Carrier concerning account access, data ownership, or the disposition of records within the Platform, and Provider may decline any request by either party relating to such a dispute pending its resolution or a court order; and

(6) Customer shall notify Provider promptly upon termination or expiration of the lease. Customer remains solely responsible under Section 7.5 for all transportation regulatory compliance associated with its activity, whether conducted under its own authority or under lease, and Customer’s status as a leased operator does not shift any obligation under this Agreement to the Lessee Carrier or to Provider.

1.8 Electronic Records and Communications; Text Messaging.

(a) Consent to Electronic Transactions. Customer consents to conduct this transaction electronically and agrees that this Agreement and any amendment to it may be entered into electronically, and that electronic records and signatures have the same legal effect as paper records and handwritten signatures under the federal Electronic Signatures in Global and National Commerce Act and comparable state law.

(b) Email and In-Platform Communications. Provider may deliver notices, disclosures, invoices, receipts, verification codes, service announcements, and other communications required or permitted under this Agreement by email to the address associated with Customer’s account or by posting within the Platform. Notice is effective as provided in Section 16.8.

(c) Operational Text Messages. Customer expressly consents to receive text messages, including SMS and MMS messages, from Provider and its service providers at the mobile telephone number Customer provides, for purposes relating to Customer’s account and use of the Platform, including: account verification and one-time passcodes; security and login alerts; password and account recovery; billing, payment, payment failure, and subscription notices; load, dispatch, document, and status notifications generated by the Platform; support correspondence; and notices of changes to this Agreement or to the Platform. These messages are transactional and operational in nature and are a necessary part of the Platform. Message frequency varies based on Customer’s use of the Platform. Message and data rates may apply. Customer may reply HELP for assistance. Customer may reply STOP to cease receiving text messages; Customer acknowledges that doing so may prevent Provider from delivering verification codes, security alerts, and operational notifications, may impair or prevent Customer’s use of features that depend on text messaging, and does not relieve Customer of any obligation under this Agreement.

(d) Marketing Messages Are Separate and Optional. Consent under Section 1.8(c) does not extend to marketing, promotional, or advertising text messages. Provider will send such messages only where Customer has separately opted in through a distinct affirmative election, and consent to receive marketing messages is not a condition of accessing or using the Platform or of any purchase. Customer may withdraw that consent at any time by replying STOP to any marketing message or through the Platform’s notification settings, without affecting Customer’s access to the Platform or the operational messages described in Section 1.8(c).

(e) Ownership of Contact Information; Reassignment. Customer represents and warrants that it is the subscriber to, or the customary user of, each telephone number and email address it provides, and that it is authorized to receive communications at that number and address on behalf of the business. Customer shall promptly update its account, and shall notify Provider, if any such telephone number or email address is changed, discontinued, reassigned, transferred, or ceases to be associated with Customer or with an Authorized User. Customer acknowledges that Provider relies on this information in delivering communications, and Customer’s obligations under Section 11.1 apply to any claim arising from Customer’s failure to comply with this Section.

(f) Customer Responsibility. Customer is responsible for maintaining a valid email address and mobile telephone number on its account, for ensuring that its Authorized Users are aware of and consent to receiving communications under this Section, and for reviewing all communications sent to it. A communication is effective when sent, whether or not Customer reads it.

(g) Withdrawal of Consent. Customer may withdraw the consent given in Sections 1.8(a) and 1.8(b) only by terminating this Agreement in accordance with Section 13. Withdrawal of consent under Section 1.8(c) is governed by that subsection.

1.9 Changes to These Terms. Provider may modify this Agreement as set forth in Section 14. Customer’s continued use of the Platform following the effective date of any modification constitutes acceptance of the modified Agreement.

1.10 Enterprise and Negotiated Terms; Addendum A. Provider may from time to time enter into individually negotiated arrangements with a Customer regarding pricing, subscription commitment, scope of use, service levels, support, or other commercial terms. Any such arrangement is effective only if set forth in a written addendum executed by both Parties ("Addendum A"). Where an executed Addendum A is in effect:

(a) Addendum A controls over this Agreement only as to the specific matters it expressly addresses, and only where it identifies by number the Section of this Agreement it modifies or supplements;

(b) all other provisions of this Agreement remain in full force and effect and are not modified, waived, or superseded, including Sections 3.3 (Restrictions), 3.4 (Provider Data), 8 (Data, Privacy, Integrations, and Artificial Intelligence), 10 (Representations, Warranties, and Disclaimers), 11 (Indemnification), 12 (Limitation of Liability), and 15 (Dispute Resolution), which may be modified only by express reference to the specific Section being modified; and

(c) in the event of any conflict or ambiguity as to whether Addendum A modifies a provision of this Agreement, this Agreement controls.

Absent an executed Addendum A, Customer’s Subscription is governed exclusively by this Agreement at the pricing and on the terms displayed on the VirtueTMS website. Nothing in this Agreement obligates Provider to offer, negotiate, or enter into any Addendum A with any Customer.

1.11 No Other Terms. No term contained in any purchase order, vendor portal, supplier registration, invoice, or other document issued by Customer applies to or modifies this Agreement, whether or not Provider signs or acknowledges it, and all such terms are void and of no effect.

2. DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth below or where otherwise defined in this Agreement. Terms introduced in Section 1 — including "Agreement," "Terms," "Provider," "Customer," "Party," "Effective Date," "Addendum A," and "Lessee Carrier" — have the meanings given there.

"Account Type" means the category of account under which Customer subscribes, being an Owner-Operator Account, a Small Fleet Account, or an Enterprise Suite Account. Customer’s Account Type is established at signup based on the number of Power Units Customer operates, and determines the applicable Subscription Fees and billing basis.

"AI Features" means any functionality within the Platform that uses artificial intelligence, machine learning, optical character recognition, or similar automated techniques to generate, extract, classify, summarize, or predict information.

"AI Output" means any content, data, or result generated by AI Features.

"Applicable Law" means all federal, state, and local laws, statutes, regulations, rules, and orders applicable to a Party’s performance or use under this Agreement.

"Authorized User" means any individual whom Customer permits to access the Platform through User Credentials issued to or for that individual, including Customer’s employees, contractors, agents, and drivers.

"Billing Period" means the calendar month for which Subscription Fees are charged, except that the first Billing Period following the Free Trial begins on the day the Free Trial ends and continues through the last day of that calendar month, as further described in Section 4.

"Business Contact Information" has the meaning given in Section 8.12(d).

"Custom Work" means development, configuration, reporting, integration, migration, training, or other professional services performed by Provider at Customer’s request that fall outside the Services, as described in Section 6.13.

"Customer Data" means all data, records, documents, images, and other information submitted to or generated within the Platform by Customer or its Authorized Users, or by third parties acting on Customer’s behalf.

"Documentation" means the user guidance for the Platform made available by Provider within the Platform, on the VirtueTMS website, or otherwise, as updated from time to time.

"Enterprise Suite Account" means an Account Type for a Customer operating twenty (20) or more Power Units, in every case subject to an executed Addendum A, under which Subscription Fees, billing basis, scope of use, and related commercial terms are individually negotiated and may be structured on a flat, per-user, per-Power Unit, per-load, usage-based, or other basis.

"Free Trial" means the fourteen (14) day period beginning on the Effective Date during which Customer may access the Platform without payment, as described in Section 4.1.

"Hosted Environment" means the servers, cloud infrastructure, networking, storage, databases, monitoring, and supporting systems operated or procured by Provider through which the Platform is made available to Customer.

"Inputs" means any data, text, documents, or other materials submitted by Customer or its Authorized Users to an AI Feature.

"Integration" means a connection between the Platform and a third-party product or service — including electronic logging devices, telematics and GPS providers, load boards, mapping and mileage engines, accounting systems, fuel card and payment networks, factoring providers, compliance and safety data sources, messaging providers, customs and border systems, and visibility platforms — enabling the exchange of data between them.

"Model Training Data" means Customer Data from which all Restricted Personal Data has been removed or irreversibly obscured. Model Training Data may include information identifying Customer or other business entities.

"Owner-Operator Account" means an Account Type available through self-service signup for a Customer operating one (1) Power Unit, at the flat monthly price displayed on the VirtueTMS website for that Account Type. An Owner-Operator Account is associated with a single primary email address and a single business, whether that business operates under its own operating authority or under lease to a Lessee Carrier. No Addendum A applies to an Owner-Operator Account.

"Platform" means the VirtueTMS proprietary transportation management software owned and operated by Provider, including all modules, features, functionality, updates, and Documentation made available to Customer by Provider. The Platform is made available solely as a hosted service accessed through User Credentials. The Platform does not include the Hosted Environment, any Integration, any Third-Party Offering, or any third-party product or service. Nothing in this Agreement obligates Provider to deliver, disclose, install, or otherwise make available to Customer any copy of the Platform, whether in source code or object code form, and Customer has no right to receive, possess, or operate any such copy.

"Power Unit" means a tractor, semi-truck, straight truck, or other self-propelled commercial motor vehicle that Customer operates and that is recorded as active within Customer’s account. Trailers, dollies, converter gear, and other non-powered equipment are not Power Units. A Power Unit is counted regardless of whether Customer owns, leases, rents, borrows, or otherwise obtains the use of it, and regardless of whose name appears on its title or registration. A Power Unit that is temporarily out of service, seasonally idle, undergoing maintenance or repair, or otherwise not in active use remains a Power Unit for so long as it is recorded as active in Customer’s account, and Customer may mark any Power Unit inactive through the Platform, in which case Section 3.2(f)(4) governs any resulting change in Account Type.

"Restricted Personal Data" means, with respect to any natural person: full name, residential address, commercial driver’s license number, passport number, taxpayer identification number, Social Security number, or other government-issued identification number, date of birth, financial account or payment card number, telephone number, email address, precise geolocation, health, medical, or medical-certification information, and any other information that identifies or can reasonably be used to identify that individual. Restricted Personal Data does not include the name, business address, or business contact information of a business entity, and does not include Business Contact Information. The rights and restrictions applicable to Restricted Personal Data are set forth in Section 8, including the operational permissions in Section 8.4.

"Security Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to, Customer Data within the Hosted Environment.

"Services" means the hosted provision of the Platform through the Hosted Environment, together with the maintenance and technical support described in Section 6, in each case as provided during an active Subscription Term. Custom Work is not part of the Services.

"Small Fleet Account" means an Account Type for a Customer operating between two (2) and nineteen (19) Power Units, at the price displayed on the VirtueTMS website for that Account Type, and in every case subject to an executed Addendum A.

"Subscription" means Customer’s month-to-month right to access and use the Platform in accordance with this Agreement.

"Subscription Fees" means the recurring monthly fees payable by Customer for the Subscription and the Services, at the price displayed on the VirtueTMS website for Customer’s Account Type at the time of subscription or renewal, or as set forth in an executed Addendum A.

"Subscription Term" means the period beginning on the Effective Date and continuing on a month-to-month basis until terminated in accordance with Section 13, including the Free Trial and each successive Billing Period.

"Suspension" means Provider’s temporary disabling of Customer’s and its Authorized Users’ access to the Platform and the Hosted Environment in accordance with Section 5.

"Third-Party Offering" means any software, service, or product provided by a party other than Provider that Provider makes available, resells, or facilitates access to in connection with the Platform.

"Third-Party Provider" means the provider of any Integration or Third-Party Offering.

"Usage Metrics" means data regarding Customer’s use of the Platform, including counts of Authorized Users, active users, drivers, tractors, trailers, loads, orders, invoices, documents processed, API calls, storage consumed, and Integrations enabled, together with related activity, volume, and performance data.

"User Credentials" means the usernames, passwords, access tokens, API keys, and other credentials used to access the Platform.

3. ACCESS RIGHTS, ACCOUNTS, AND RESTRICTIONS

3.1 Right to Access. Subject to Customer’s compliance with this Agreement and payment of all Subscription Fees when due, Provider grants Customer, during the Subscription Term, a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform through User Credentials issued by Provider, solely for Customer’s own internal business operations and in accordance with the Documentation.

This is a right to access a hosted service on a month-to-month basis. It is not a sale, and it is not a perpetual, irrevocable, or paid-up license. Customer acquires no ownership interest in the Platform and no right to possess, install, host, or operate any copy of it. The right granted in this Section terminates automatically and immediately, without notice, upon expiration or termination of the Subscription Term, upon expiration of the Free Trial without commencement of a paid Subscription, and during any Suspension.

3.2 Account Type, Pricing Basis, and Scope.

(a) Price Set by Account Type. Subscription Fees are determined by Customer’s Account Type. For an Owner-Operator Account, Subscription Fees are the flat monthly price displayed on the VirtueTMS website for that Account Type at the time Customer subscribes or renews, and no Addendum A applies. Every Small Fleet Account and every Enterprise Suite Account is subject to an executed Addendum A, which sets forth the applicable Subscription Fees, billing basis, and any additional or differing commercial terms. For a Small Fleet Account, the Subscription Fees set forth in Addendum A are the price displayed on the VirtueTMS website for that Account Type unless the Parties expressly agree otherwise. An Addendum A may be executed electronically in accordance with Section 1.8 and Section 3.2(f), including by clicking to accept it within the Platform. Changes to Subscription Fees are governed by Section 4.6.

(b) Authorized Users Included; No Per-User Charge by Default. Except where an executed Addendum A expressly provides for per-user pricing, Subscription Fees are charged per account and not per Authorized User. Customer may issue User Credentials to as many Authorized Users as its operations require — including owners, drivers, dispatchers, and administrative and accounting personnel — without additional charge, subject to Sections 3.2(c) and 3.2(e).

(c) Individual Credentials Required. Each Authorized User must be issued their own User Credentials. Customer shall not permit User Credentials to be shared among individuals, used concurrently by more than one individual, or used by any person to whom they were not issued. This requirement applies to every Account Type regardless of the basis on which Subscription Fees are calculated, and applies whether or not Subscription Fees vary with the number of Authorized Users.

(d) One Account per Business. An Owner-Operator Account or Small Fleet Account is issued to a single business and is associated with a single primary email address. Customer shall not create multiple accounts for the same business, operating authority, or lease relationship in order to obtain pricing, trial, or usage benefits not otherwise available to it, or to avoid an applicable Account Type. Provider may consolidate, restrict, or terminate accounts created in violation of this Section.

(e) Use Exceeding the Agreed Basis. Where Subscription Fees are calculated on a per-user, per-Power Unit, per-load, or other measured basis under an executed Addendum A, and Provider determines that Customer’s actual use exceeds the quantity for which Customer is being charged, Provider may, at its option and upon notice to Customer: (i) invoice Customer for the excess at the rate set forth in Addendum A, retroactive to the date Provider reasonably determines the excess use began, up to a maximum of twelve (12) months; (ii) require Customer to increase its committed quantity prospectively; or (iii) suspend or terminate access in accordance with Sections 5 and 13. Provider’s exercise of any of the foregoing does not waive any other right or remedy.

(f) Account Type Is Determined by Power Units Recorded; Changing Account Type.

(1) Basis of Determination. Customer’s Account Type is determined by the number of Power Units recorded as active in Customer’s account. Customer is not required to notify Provider separately of any change in its operations. Customer acknowledges that the Platform’s dispatch, driver, document capture, and related functions operate only with respect to Power Units and drivers recorded in Customer’s account, and that Customer’s ability to use those functions depends on Customer maintaining accurate records.

(2) Upgrade to Small Fleet. When Customer records a Power Unit that would place it in the Small Fleet Account tier, the Platform will present Customer with the Subscription Fees applicable to that Account Type and with an Addendum A for Customer’s acceptance. Upon Customer’s acceptance, Customer’s Account Type changes to a Small Fleet Account, the associated features are enabled, and the revised Subscription Fees take effect as provided in Section 4.4(c). Until Customer accepts, the additional Power Unit will not be recorded as active, and Customer’s Account Type, Subscription Fees, and available features remain unchanged. Customer may decline, in which case Customer’s account continues unchanged under its existing Account Type.

(3) Upgrade to Enterprise Suite. When Customer records a Power Unit that would place it in the Enterprise Suite Account tier, the Platform will present Customer with an Addendum A setting forth the applicable Subscription Fees and terms for Customer’s acceptance. Upon Customer’s acceptance, Customer’s Account Type changes to an Enterprise Suite Account and the associated features are enabled. Until Customer accepts, the additional Power Unit will not be recorded as active, and Customer’s Account Type, Subscription Fees, and available features remain unchanged. Customer may decline, in which case Customer’s account continues unchanged under its existing Account Type. Nothing in this Section obligates Provider to offer any particular Subscription Fees or terms for an Enterprise Suite Account.

(4) Downgrade. Where the number of Power Units recorded in Customer’s account decreases such that a lower-priced Account Type applies, Customer may change to that Account Type through the Platform. The reduced Subscription Fees take effect beginning with the next Billing Period. No credit, refund, or offset is due for any prior Billing Period, and features associated with the higher Account Type cease upon the change.

(5) Addendum A Governs Following Upgrade. Upon Customer’s acceptance of an Addendum A under Section 3.2(f)(2) or 3.2(f)(3), that Addendum A takes effect in accordance with Section 1.10 and remains in effect until superseded by a subsequent Addendum A or until Customer changes to an Account Type to which it does not apply.

(g) No Implied Scope Limits. Customer’s use of the Platform is not limited by number of trailers, loads, orders, invoices, or documents, and is not limited by whether Customer operates under its own operating authority or under lease to a Lessee Carrier, except (i) as expressly set forth in an executed Addendum A, and (ii) subject to the reasonable technical limits on storage, API calls, document processing volume, and similar resources described in Section 6.9. No Addendum A is required for Customer to operate under lease to a Lessee Carrier.

3.3 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code, underlying structure, ideas, algorithms, models, or know-how of the Platform, except to the extent this restriction is expressly prohibited by Applicable Law;

(b) copy, modify, translate, adapt, or create derivative works of the Platform or the Documentation;

(c) sell, resell, rent, lease, lend, sublicense, distribute, assign, or otherwise transfer access to the Platform or any right therein;

(d) use the Platform for timesharing, service bureau, outsourcing, hosting, or third-party dispatch purposes, or otherwise make the Platform available to or for the benefit of any person other than Customer and its Authorized Users. This restriction does not apply to, and nothing in it prohibits: (i) Customer’s use of the Platform to manage, record, track, document, or invoice loads and transportation activity that Customer performs under lease to, or under the operating authority of, a Lessee Carrier or other organization, as contemplated by Section 1.7(c); or (ii) use by a dispatch service, freight agency, or similar business managing transportation operations on behalf of third parties, where such use is conducted under a Small Fleet Account or Enterprise Suite Account pursuant to an executed Addendum A expressly permitting it. Absent such an Addendum, use described in clause (ii) is a material breach of this Agreement;

(e) access or use the Platform in order to build, or to assist any third party in building, a competing or substantially similar product or service, or to copy any feature, function, workflow, design, or graphic of the Platform;

(f) use the Platform, any Provider Data, or any AI Output to train, tune, fine-tune, or evaluate any machine learning model, artificial intelligence system, or automated extraction or classification system that performs, or is intended to perform, document extraction, document classification, optical character recognition, transportation management, dispatch, load management, invoicing, or any other function substantially similar to a function of the Platform, other than models operated by Provider within the Platform. This restriction does not prohibit Customer from analyzing, modeling, or otherwise using its own Customer Data and AI Output relating to its own operations — including for rate, lane, cost, margin, or performance analysis — for Customer’s own internal business purposes, provided such use does not develop or improve any product or service competitive with the Platform and does not involve Provider Data;

(g) remove, obscure, or alter any proprietary notice, mark, or label on or within the Platform or the Documentation;

(h) interfere with or disrupt the integrity, security, or performance of the Platform, the Hosted Environment, or any data contained therein, including by introducing any virus, worm, or malicious code, or by imposing an unreasonable or disproportionate load on Provider’s infrastructure;

(i) circumvent or attempt to circumvent any Suspension, access control, usage limitation, rate limit, seat limit, authentication mechanism, payment requirement, or the Subscription Fees or Account Type applicable to Customer’s operations;

(j) access the Platform by any automated means other than an API expressly made available by Provider for that purpose and used in accordance with its documentation and any applicable rate limits;

(k) conduct or facilitate any penetration test, vulnerability scan, load test, or security assessment of the Platform or the Hosted Environment without Provider’s prior written consent; or

(l) publish, disclose, or otherwise make available to any third party the results of any benchmark, performance test, load test, availability measurement, feature comparison, or competitive evaluation of the Platform, without Provider’s prior written consent. Nothing in this subsection prohibits Customer from conducting any such evaluation for its own internal business purposes;

(m) access or use the Platform, or permit any Authorized User to do so, on behalf of or for the benefit of any person that offers a product or service competitive with the Platform, for the purpose of competitive analysis or product evaluation, or disclose to any such person any non-public information regarding the Platform’s features, functionality, workflows, interfaces, performance, roadmap, or pricing; or

(n) use the Platform in violation of Applicable Law.

3.4 Provider Data; No Bulk Extraction.

(a) Definition. "Provider Data" means the data, records, content, and compilations made available within the Platform other than Customer Data, including: broker, shipper, carrier, and other business entity directories and records; entity-level contact, billing, remittance, and accounts-payable information associated with such entities, meaning business names, business addresses, operating authority and identification numbers, role-based and departmental contact addresses and telephone numbers, and remittance instructions, but excluding the name, direct telephone number, personal email address, or residential address of any natural person; document templates, layouts, and format identifiers; reference, equipment, and geographic tables; and any compilation, arrangement, classification, enrichment, correction, scoring, or derivative of any of the foregoing, in each case whether obtained by Provider from public sources, licensed from third parties, derived from documents processed through the Platform, or independently developed. Provider Data does not include any residential address, and Provider does not compile or retain within Provider Data the delivery address of any shipment delivered to a residential location.

(b) Public Records Acknowledged. Certain information within Provider Data originates from public records, including records published by the Federal Motor Carrier Safety Administration and other government sources. Nothing in this Section restricts Customer from independently obtaining, using, or distributing such public records from their original sources. Provider claims no ownership of the underlying public facts themselves.

(c) Provider’s Rights. As between the Parties, Provider owns all right, title, and interest in and to Provider Data as made available within the Platform, including the selection, coordination, arrangement, verification, correction, enrichment, and compilation thereof, and including all information within Provider Data that does not originate from public records. Provider Data is Provider’s Confidential Information under Section 9. Customer’s only right with respect to Provider Data is to view and use it within the Platform, during the Subscription Term, in the ordinary course of Customer’s own transportation operations.

(d) Prohibited Uses. Regardless of the origin of any underlying information, Customer shall not, and shall not permit any Authorized User or third party to: (i) extract, export, download, scrape, screen-scrape, harvest, or systematically copy Provider Data from the Platform, by any means and whether manual or automated, including by means of any bot, crawler, script, browser automation or extension, headless browser, macro, autonomous or agentic software, optical character recognition, computer vision, screen capture, or machine learning system, other than the incidental amounts displayed and used in the ordinary course of Customer’s own operations; (ii) compile, aggregate, or reconstruct any portion of Provider Data into any list, database, directory, or file outside the Platform; (iii) sell, license, publish, distribute, or otherwise make Provider Data obtained from the Platform available to any third party; (iv) use Provider Data obtained from the Platform for marketing, prospecting, lead generation, resale, or the development of any product or service; or (v) use Provider Data obtained from the Platform after expiration or termination of the Subscription Term. Clause (v) does not apply to Provider Data embedded within Customer’s own operational or transaction records — including loads, orders, invoices, settlements, and documents relating to Customer’s own transportation activity — which Customer may retain and use after expiration or termination for Customer’s own internal recordkeeping, accounting, tax, audit, regulatory compliance, and dispute resolution purposes, and to satisfy any retention obligation described in Section 7.5(f). Clauses (ii), (iii), and (iv) continue to apply to any Provider Data so retained.

(e) Export Rights Do Not Extend to Provider Data. Any export, download, or data portability feature made available within the Platform applies to Customer Data only. Provider Data may appear within exported records where it is embedded in Customer’s own operational records, and any Provider Data so exported remains subject to Section 3.4(d), as limited by the carve-out set forth in Section 3.4(d)(v).

(f) Enforcement. Provider may monitor for, rate-limit, block, and suspend activity that Provider reasonably determines constitutes bulk extraction or a violation of this Section, with or without notice. Customer acknowledges that a breach of this Section may cause irreparable harm within the meaning of Section 9.10.

3.5 Authorized Users; Customer Responsibility. Customer may permit Authorized Users to access and use the Platform under the right granted in Section 3.1. Customer is responsible for all acts and omissions of its Authorized Users and of any person accessing the Platform through Customer’s account or User Credentials, whether or not authorized by Customer, and any act or omission that would constitute a breach of this Agreement if committed by Customer is deemed a breach by Customer. Customer shall ensure that each Authorized User is aware of and complies with the terms of this Agreement applicable to their use. Account security obligations are set forth in Section 7.2.

3.6 Reservation of Rights. As between the Parties, Provider retains all right, title, and interest in and to the Platform, the Hosted Environment, Provider Data, the Documentation, the VirtueTMS name and branding, and all intellectual property rights in or to any of the foregoing. No right is granted to Customer except as expressly set forth in this Agreement, and no rights are granted by implication, estoppel, or otherwise. All improvements, modifications, enhancements, derivative works, and new functionality relating to the Platform — including any developed in the course of Custom Work or in response to Customer’s request, specification, or feedback — are and remain the sole and exclusive property of Provider.

3.7 Feedback. Customer may from time to time provide suggestions, comments, feature requests, bug reports, or other feedback regarding the Platform ("Feedback"). Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, reproduce, modify, and incorporate Feedback for any purpose without restriction, attribution, or obligation of any kind. Feedback is not Customer’s Confidential Information.

3.8 Effect of Non-Payment, Suspension, and Termination. The right granted in Section 3.1 is conditioned on payment. Customer’s right to access the Platform is suspended automatically upon any failure of payment as set forth in Section 5, and terminates upon expiration or termination of the Subscription Term as set forth in Section 13. The restrictions in Sections 3.3 and 3.4 survive expiration or termination of this Agreement and continue to bind Customer with respect to any Provider Data, Documentation, or other Provider material in Customer’s possession.

4. SUBSCRIPTION, BILLING, AND CANCELLATION

4.1 Free Trial.

(a) Trial Period; Limited Features. Provider offers a fourteen (14) day Free Trial beginning on the Effective Date. No payment method is required to begin the Free Trial. During the Free Trial, Customer has access to the Platform subject to this Agreement in full, including all restrictions, disclaimers, and limitations of liability.

Certain features, modules, and functions of the Platform are not available during the Free Trial and become available only upon commencement of a paid Subscription. Provider determines which features are available during the Free Trial, and may add to or remove from that set at any time and in its discretion. Provider will identify unavailable features within the Platform. Customer may start a paid Subscription at any time during the Free Trial to obtain access to those features; doing so ends the Free Trial and begins Customer’s first Billing Period as described in Section 4.4(a). Customer acknowledges that the Free Trial is provided for evaluation, that it does not represent the complete functionality of the Platform, and that no feature available during the Free Trial is guaranteed to remain available in any Account Type.

(b) Notice Before Expiration. Provider will notify Customer before the Free Trial ends, by email, text message, or within the Platform, or by any combination of these. Customer is responsible for tracking the expiration of its own Free Trial, and Provider’s failure to deliver any such notice does not extend the Free Trial or give rise to any claim or remedy.

(c) Conversion to Paid Subscription. To continue using the Platform after the Free Trial, Customer must provide a valid payment method and start a paid Subscription. Upon doing so, Customer is charged the prorated first Billing Period amount described in Section 4.4(a).

(d) Expiration Without Subscription. If Customer does not start a paid Subscription on or before the last day of the Free Trial, Customer’s access to the Platform is fully suspended at 11:59 p.m. Mountain Standard Time on that day, and the Retention Period set forth in Section 13.8 begins on that date. Customer may start a paid Subscription at any time during that Retention Period to restore full access to its account and Customer Data.

(e) Data Export Following Trial Expiration. During the Retention Period described in Section 13.8, Customer may export its Customer Data through the export function made available for that purpose, notwithstanding the suspension of all other access. Provider is not obligated to preserve Customer Data beyond that Retention Period.

(f) One Trial per Business. The Free Trial is available once per business. Customer shall not obtain more than one Free Trial by creating additional accounts, by using additional email addresses or telephone numbers, by using a different business name, operating authority, or lease relationship for the same operations, or by any other means. Provider may decline to issue a Free Trial, and may shorten or revoke a Free Trial in progress, where Provider reasonably determines that Customer, its business, its operating authority, or any individual associated with it has previously received one. Provider may associate accounts by business name, USDOT number, operating authority, telephone number, email address, payment method, device, or any other information reasonably available to it, and may terminate any account created in violation of this Section.

(g) Modification of Trial Terms. Provider may modify or discontinue the Free Trial offering at any time. Any such change applies to Free Trials beginning after the change and does not affect a Free Trial then in progress.

4.2 Month-to-Month Subscription; Automatic Renewal.

(a) Month-to-Month. The Subscription is a month-to-month subscription. There is no minimum term, no fixed end date, and no multi-month or multi-year commitment, except as expressly set forth in an executed Addendum A.

(b) Automatic Renewal — Please Read. THE SUBSCRIPTION RENEWS AUTOMATICALLY EACH MONTH, AND CUSTOMER’S PAYMENT METHOD IS CHARGED AUTOMATICALLY, UNTIL CUSTOMER CANCELS. The Subscription continues to renew for successive monthly Billing Periods without further action by Customer. Customer will not receive a separate reminder before each renewal charge.

(c) How to Stop Renewing. Customer may cancel at any time, through account settings within the Platform, as described in Section 4.9. Cancellation stops all future charges.

(d) Amount and Timing. Except for the prorated first Billing Period described in Section 4.4(a) and any prorated upgrade charge described in Section 4.4(c), Customer’s payment method is charged the full Subscription Fees for Customer’s Account Type on the first (1st) day of each calendar month, in advance, for that month’s Billing Period.

4.3 Subscription Fees. Subscription Fees are the amounts payable for Customer’s Account Type, as determined under Section 3.2(a) — for an Owner-Operator Account, the price displayed on the VirtueTMS website for that Account Type at the time Customer subscribes or renews, and for a Small Fleet Account or Enterprise Suite Account, the amount set forth in the applicable executed Addendum A. Subscription Fees are stated in United States dollars and are exclusive of taxes.

4.4 Billing Periods and Proration.

(a) First Billing Period. Customer’s first Billing Period begins on the day Customer starts a paid Subscription and ends on the last day of that calendar month. The amount charged for that first Billing Period is prorated, calculated as the full monthly Subscription Fees multiplied by the number of days from the start date through the last day of that month, divided by the total number of days in that month. Provider will display the prorated amount, together with the full monthly Subscription Fees that will apply thereafter, before Customer confirms its Subscription.

(b) Subsequent Billing Periods. Each subsequent Billing Period is a full calendar month beginning on the first (1st) day of the month, and Customer is charged the full monthly Subscription Fees on that day in advance.

(c) Account Type Upgrades. Where Customer changes to a higher-priced Account Type during a Billing Period in accordance with Section 3.2(f), Customer’s payment method is charged, at the time of acceptance, the prorated difference between the Subscription Fees for the prior Account Type and those for the new Account Type, for the remainder of the then-current Billing Period, calculated on a daily basis. Provider will display the prorated amount before Customer confirms the change. Upon successful charge, the features associated with the new Account Type are enabled and the additional Power Unit is recorded as active. The full Subscription Fees for the new Account Type apply beginning with the next Billing Period. If the charge described in this Section 4.4(c) is declined, reversed, or otherwise unsuccessful, the change in Account Type does not take effect. The additional Power Unit is not recorded as active, Customer’s Account Type, Subscription Fees, and available features remain unchanged, and the position is as though Customer had declined the change under Section 3.2(f)(2) or 3.2(f)(3). An unsuccessful charge under this Section does not render any amount past due, does not constitute a failure of payment for purposes of Section 4.5(e), and does not give rise to any consequence under Section 5.2. Customer may reattempt the change at any time. Nothing in this paragraph affects Customer’s obligation to pay Subscription Fees for its existing Account Type.

(d) Account Type Downgrades. Where Customer changes to a lower-priced Account Type, the reduced Subscription Fees take effect beginning with the next Billing Period. No credit, refund, or offset is due for the then-current or any prior Billing Period.

(e) Partial Periods Generally. Except as expressly provided in Sections 4.4(a) and 4.4(c), Subscription Fees are not prorated. No credit or refund is due for any partial month, for any period during which Customer does not use the Platform, or for any period of Suspension.

4.5 Payment Method and Authorization.

(a) Valid Payment Method Required. Customer shall maintain a valid payment method on file with Provider’s payment processor at all times during the paid Subscription Term.

(b) Authorization to Charge. Customer authorizes Provider and its payment processor to charge that payment method automatically, on a recurring basis and without further authorization, for all Subscription Fees, prorated amounts, taxes, and other amounts due under this Agreement, and to retry any declined charge.

(c) Payment Processor. Payments are processed by a third-party payment processor. Customer’s use of that processor is subject to the processor’s own terms and privacy policy. Provider does not receive or store Customer’s full payment card number.

(d) Customer’s Responsibility. Customer is solely responsible for maintaining current and valid payment method information, including replacing expired, cancelled, declined, or closed payment methods. Provider may, but is not obligated to, update payment method information through account-updater services made available by Customer’s card network or issuer.

(e) Failed Charges. Any charge that is declined, reversed, or returned renders the corresponding amount immediately past due, and the consequences set forth in Section 5 apply.

4.6 Changes to Subscription Fees.

(a) Notice. Provider may change the Subscription Fees applicable to Customer’s Account Type. Provider will give Customer at least thirty (30) days’ notice before any increase takes effect, delivered by email to the address associated with Customer’s account, by text message, or within the Platform.

(b) Effective Date. A change to Subscription Fees takes effect on the first (1st) day of the first Billing Period beginning after the notice period expires. A decrease may be applied immediately or with shorter notice.

(c) Customer’s Options. Customer may cancel at any time before the increase takes effect, in accordance with Section 4.9, and will not be charged the increased amount. Customer’s continued use of the Platform on or after the effective date of the increase constitutes acceptance of the revised Subscription Fees.

(d) Addendum A. Where Customer’s Subscription Fees are set forth in an executed Addendum A, this Section applies only to the extent that Addendum A does not expressly address changes to Subscription Fees.

4.7 Taxes. Subscription Fees and all other amounts payable under this Agreement are exclusive of taxes. Customer is responsible for all sales, use, excise, gross receipts, transaction privilege, value-added, goods and services, harmonized sales, consumption, digital services, digital goods, telecommunications, universal service, and similar taxes, levies, duties, surcharges, and assessments of any kind imposed by any governmental authority in connection with this Agreement, whether now existing or enacted in the future, together with any related interest and penalties, excluding only taxes based on Provider’s net income. Where Provider is required to collect, remit, or account for any such amount, it will be added to the amounts charged to Customer’s payment method. Where Customer is required by Applicable Law to withhold any amount from a payment to Provider, Customer shall gross up that payment so that Provider receives the full amount it would have received absent the withholding. Customer shall provide Provider with any exemption certificate, resale certificate, or registration number on which Customer relies, and remains responsible for any amount subsequently assessed if an exemption is disallowed.

4.8 Third-Party and Pass-Through Costs. Subscription Fees do not include fees charged by any Third-Party Provider, including fees for Integrations, messaging, mapping and mileage services, telematics, load boards, document delivery, factoring, or payment processing. Where Provider procures any such service on Customer’s behalf or in connection with Customer’s use of the Platform, Provider may pass through the associated costs to Customer, together with any increases imposed by the Third-Party Provider, upon at least thirty (30) days’ notice. If Customer objects to any such cost or increase, Customer’s sole remedy is to request in writing that Provider disable the affected Integration or service, in which case Provider has no further obligation with respect to it.

4.9 Cancellation by Customer.

(a) How to Cancel. Customer may cancel its Subscription at any time, without cause and without penalty, through account settings within the Platform. The cancellation function is available through the same means by which Customer subscribed, requires no more than two steps to complete, and does not require Customer to contact Provider, speak with any representative, provide a reason, or accept or decline any offer. Customer may also cancel by written notice to Support@VirtueTMS.com, provided that Customer remains responsible for confirming that its cancellation has taken effect. Provider will confirm each cancellation, and its effective date, by email.

(b) When Cancellation Takes Effect. Cancellation takes effect at 11:59 p.m. Mountain Standard Time on the last day of the Billing Period in which Customer cancels. Mountain Standard Time is the time observed in the State of Arizona, which does not observe daylight saving time.

(c) Access Until End of Period. Customer retains full access to the Platform through the effective date of cancellation. No further Subscription Fees are charged for any Billing Period beginning after that date.

(d) No Refund for Unused Days. Subscription Fees for the Billing Period in which Customer cancels are not refunded, credited, or prorated, whether or not Customer uses the Platform during the remainder of that period.

(e) After Cancellation. Upon the effective date of cancellation, the Subscription Term ends and Section 13 governs, including the Retention Period for Customer Data and Customer’s ability to export it.

(f) Restarting. Customer may start a new Subscription at any time. A new Subscription is subject to the Subscription Fees and terms then in effect and does not include a new Free Trial. Where Customer restarts within the Retention Period described in Section 13.8, Customer’s account and Customer Data are restored; thereafter, they may no longer be available.

4.10 No Refunds. Except as expressly provided in Section 5.5(c), Section 10.4, Section 11.4, Section 13.3, Section 13.6, or Section 16.12, all Subscription Fees and other amounts paid under this Agreement are non-refundable. No refund, credit, or offset is due on account of cancellation, termination, Suspension, non-use, dissatisfaction, any change to or discontinuation of any feature or Integration, or any period of unavailability of the Platform.

4.11 Disputed Charges. If Customer disputes any charge in good faith, Customer shall notify Provider in writing at Support@VirtueTMS.com within fifteen (15) days of the charge date, identifying the disputed amount and the basis for the dispute. Customer shall pay all undisputed amounts when due. Amounts disputed in accordance with this Section are not treated as past due under Section 5 pending resolution, provided Customer cooperates in good faith to resolve the dispute promptly. Any charge not disputed within that fifteen (15) day period is deemed accepted. Where Customer disputes a charge in accordance with this Section and the corresponding charge is declined, reversed, or returned, Provider will not impose Write Suspension or Full Suspension under Section 5.2 on account of the disputed amount while the dispute remains pending, provided Customer has given the notice required by this Section within three (3) days of the failed charge and continues to cooperate in good faith. This Section does not apply to any amount Provider reasonably determines is not disputed in good faith, and does not limit Provider’s rights under Section 4.12 or Section 5.6.

4.12 Billing Disputes; Chargebacks and Payment Disputes.

(a) Disputes Raised with Provider First. Customer shall raise any billing dispute with Provider under Section 4.11 before initiating a chargeback, reversal, or payment dispute with its card issuer, bank, or payment provider. Provider will investigate and respond promptly to any dispute raised under Section 4.11.

(b) Access Constitutes Delivery. Customer acknowledges and agrees that the Platform is delivered, and the Services are rendered, by making the Platform available for Customer’s access during the applicable Billing Period. Subscription Fees are earned upon that availability, and are not contingent on the extent to which Customer uses the Platform. Customer’s access to or use of the Platform during a Billing Period — including any login, load creation, document upload or capture, invoice generation, dispatch, message, or other activity recorded in Customer’s account — is evidence that the Platform was delivered and the corresponding Subscription Fees were validly incurred for that Billing Period.

(c) Consent to Disclosure of Records. Customer expressly consents to Provider disclosing to any card network, issuing bank, payment processor, or payment provider, in connection with any chargeback or payment dispute, the records reasonably necessary to demonstrate the validity of the disputed charge, including: Customer’s acceptance of this Agreement and the date and manner of that acceptance; the Subscription Fees, Account Type, and billing terms disclosed to Customer; Customer’s login, access, and activity records and Usage Metrics for the applicable period; Customer’s cancellation and support history; and correspondence between the Parties concerning the charge. Customer acknowledges that these records are relevant and material to any such dispute and waives any objection to their disclosure for that purpose.

(d) Effect of a Chargeback. Initiating a chargeback does not suspend, excuse, or discharge any obligation of Customer under this Agreement, and does not constitute cancellation of the Subscription. Cancellation is effected only as provided in Section 4.9. Where a chargeback or payment dispute is initiated without Customer having first raised the dispute under Section 4.11 and Section 4.12(a), Customer is in material breach of this Agreement, and Provider may suspend or terminate Customer’s account in accordance with Sections 5 and 13 and pursue the disputed amount by any lawful means. Provider will not charge Customer any fee in connection with a chargeback.

(e) No Waiver of Legal Rights. Nothing in this Section 4.12 waives, limits, or purports to waive or limit any right Customer may hold under Applicable Law or under the rules of any card network with respect to a disputed charge.

4.13 No Setoff. Customer shall pay all amounts due under this Agreement without setoff, deduction, recoupment, counterclaim, or withholding of any kind.

5. NON-PAYMENT, SUSPENSION, AND REINSTATEMENT

5.1 Past Due Amounts. All amounts not received when due are past due. A charge that is declined, reversed, returned, or otherwise unsuccessful renders the corresponding amount past due as of the date the charge was attempted. All periods in this Section are measured in calendar days from that date.

5.2 Consequences of Non-Payment. Where any amount is past due, the following apply automatically and without further notice, except as expressly provided:

(a) Immediately — Notice and Write Suspension. Provider will notify Customer that the charge was unsuccessful and that payment is required, by email, text message, or within the Platform. Customer’s and its Authorized Users’ ability to create, modify, upload, transmit, or send within the Platform is suspended immediately ("Write Suspension"). During Write Suspension, Customer and its Authorized Users retain the ability to view existing Customer Data and to export it in accordance with Section 5.7.

(b) Through Day 7 — Retry Period. Provider and its payment processor may reattempt the charge during this period. Customer may restore full access at any time by providing a valid payment method and paying all past due amounts. Upon successful payment, Provider will reinstate full access in accordance with Section 5.8.

(c) Day 7 — Full Suspension. If payment in full has not been received by the end of the seventh (7th) day, Customer’s and its Authorized Users’ access to the Platform and the Hosted Environment is fully suspended ("Full Suspension"), except for the export function described in Section 5.7. The Retention Period set forth in Section 13.8 begins on the date of Full Suspension.

(d) Day 37 — Termination. If payment in full has not been received within thirty (30) days following Full Suspension, this Agreement terminates automatically, and Section 13 governs, including deletion of Customer Data.

5.3 Access to Payment Update. During any Write Suspension or Full Suspension arising from non-payment, Customer may access, and the Platform will direct Customer to, a means of updating its payment method and paying past due amounts, notwithstanding the suspension of other access. Provider may route Customer to its payment processor for this purpose.

5.4 No Reactivation Fee; No Interest; Costs of Collection. Provider charges no reactivation, restoration, or reinstatement fee, and charges no interest, late fee, or returned-payment fee on past due amounts. Provider may pursue collection of any past due amount by any lawful means, and may write off, compromise, or forbear from collecting any amount, in each case at its discretion and without waiving its right to pursue that or any other amount. Customer shall reimburse Provider for all reasonable costs and expenses actually incurred by Provider in collecting any past due amount, including collection agency fees, attorneys’ fees, filing fees, court costs, arbitration fees, and costs of investigation, together with any costs incurred in enforcing this Agreement or defending against any chargeback initiated in the circumstances described in Section 4.12(d). Provider may charge such amounts to Customer’s payment method in accordance with Section 4.5(b) or invoice them separately, payable within thirty (30) days. This Section applies whether or not a formal proceeding is commenced, and is in addition to any award of fees under Section 15.7(c).

5.5 Partial Suspension of Specific Features.

(a) Provider’s Right. In addition to Write Suspension and Full Suspension, Provider may suspend, restrict, pause, revoke, or condition Customer’s access to one or more specific features, modules, functions, or interfaces of the Platform — including API access, API keys, and access tokens — while leaving Customer’s remaining access unaffected ("Partial Suspension"). Partial Suspension may be applied where Provider reasonably determines that: (i) a verification, match, or eligibility requirement applicable to that feature has not been satisfied, has failed, or is under review; (ii) Customer’s use of that feature violates or presents a risk of violating this Agreement, Applicable Law, or the terms or acceptable use policy of any Third-Party Provider; (iii) continued availability of that feature presents a risk of legal liability, fraud, security compromise, or harm to Provider, to any other customer, or to any third party; or (iv) a Third-Party Provider or Integration on which the feature depends is unavailable, has changed, or has been discontinued.

(b) Verification Requirements and Review. Customer acknowledges that Provider conditions access to certain features on completion of identity, business, credential, and operating authority verification, including verification of Customer’s USDOT number, operating authority, business registration, and commercial driver’s license information, and on the results of matching those items against public records and third-party data sources. Provider may make any such feature — including the generation, sending, or transmission of invoices and the delivery of invoice or document packets to any third party — available, conditionally available, or unavailable based on the status of that verification, and may impose limits on the volume or duration of use of any feature during a period in which verification is pending, provisional, or under review.

Where verification is not resolved automatically, Provider will conduct a review. Customer’s access to the Platform continues during that review, subject to any Partial Suspension then in effect. The review concludes as follows:

(1) Verification succeeds. Any Partial Suspension imposed on account of that verification is lifted and the affected features are restored.

(2) Verification fails. Provider may terminate this Agreement and close Customer’s account on notice, in accordance with Section 13. Customer’s ability to export Customer Data during the Retention Period set forth in Section 13.8 is unaffected by closure under this Section.

(c) Refund on Closure Following Failed Verification. Where Provider closes Customer’s account under Section 5.5(b)(2), Provider will refund Subscription Fees paid for the then-current Billing Period, prorated on a daily basis from the date Provider notifies Customer of the failed verification through the end of that Billing Period, except that no refund is due where Provider reasonably determines that the verification failed in whole or in part because Customer or any person acting on its behalf supplied information that was inaccurate, incomplete, false, misleading, or not its own, or failed to supply information Provider requested. Any refund under this Section is made to the payment method originally charged and is Customer’s sole and exclusive remedy in connection with the closure.

(d) Effect of Partial Suspension. Except as provided in Section 5.5(c), Partial Suspension is not a failure by Provider to provide the Services, does not constitute a breach of this Agreement, does not reduce, prorate, credit, or refund Subscription Fees, does not entitle Customer to any remedy, and does not constitute Suspension or termination for purposes of Sections 4, 5.2, or 13. Provider will make the affected status visible within the Platform together with a means of contacting Provider.

(e) Customer’s Responsibility. Customer acknowledges that it may not rely on the availability of any feature of the Platform for any regulatory, contractual, billing, or operational deadline, and that Section 7.5 governs Customer’s responsibility for compliance and recordkeeping regardless of the availability of any feature.

5.6 Suspension for Other Causes. In addition to Sections 5.2 and 5.5, Provider may immediately impose Write Suspension, Full Suspension, or Partial Suspension, in whole or in part and with or without prior notice, where Provider reasonably determines that:

(a) Customer’s or any Authorized User’s access presents a security risk to the Platform, the Hosted Environment, Provider, or any other customer;

(b) Customer or an Authorized User has violated or is violating Section 3.3 (Restrictions), Section 3.4 (Provider Data), Section 7.6 (Messaging and Communications Compliance), or Applicable Law;

(c) suspension is necessary to prevent imminent harm, unauthorized access, fraud, or data loss, or to protect the Platform, the Hosted Environment, Provider, or any other customer;

(d) Customer’s account, registration information, operating authority, or verification status is inaccurate, cannot be verified, or has returned a result Provider determines presents a risk, as described in Section 1.6;

(e) Customer has initiated a chargeback or payment dispute in the circumstances described in Section 4.12(d); or

(f) Provider reasonably suspects that Customer’s account has been established or is being used in connection with fraud, including identity theft or the use of another person’s identity or business identity; the use of a stolen, unauthorized, or fraudulently obtained payment method; a fabricated, synthetic, or assumed identity or business; the misappropriation of an operating authority, USDOT number, or motor carrier identity belonging to another; the submission of falsified or altered credentials, insurance certificates, or documents; or the generation or transmission of fraudulent invoices, load documents, or freight transactions through the Platform. Provider may impose suspension under this subsection with or without notice, may decline to disclose the basis for it where disclosure would compromise an investigation or Provider’s ability to prevent further fraud, and may report suspected fraud to any affected party, payment processor, card network, insurer, or law enforcement or regulatory authority; or

(g) Customer has become insolvent, made an assignment for the benefit of creditors, ceased or announced its intention to cease conducting business in the ordinary course, dissolved, had a receiver or trustee appointed over a substantial part of its assets, or become the subject of a bankruptcy or receivership proceeding not dismissed within sixty (60) days.

Provider will notify Customer of any suspension under this Section as promptly as practicable, and will restore access once the condition giving rise to it has been resolved to Provider’s reasonable satisfaction.

5.7 Data Export During Suspension. During any Write Suspension or Full Suspension, and during the Retention Period described in Section 13.8, Customer may export its Customer Data through the export function made available for that purpose, notwithstanding the suspension of all other access. Provider is not obligated to preserve Customer Data beyond the Retention Period set forth in Section 13.8, and Customer is solely responsible for exporting any records it requires, including records it is required to retain under Applicable Law as described in Section 7.5(f). Export rights extend to Customer Data only and do not extend to Provider Data, as set forth in Section 3.4(e).

5.8 Reinstatement. Provider will reinstate access following any suspension upon Customer’s cure of the condition giving rise to it, including, in the case of non-payment, payment in full of all past due amounts. Provider will use commercially reasonable efforts to reinstate access promptly following cure but does not guarantee any particular timeframe. Where this Agreement has terminated under Section 5.2(d), reinstatement is not available; Customer may start a new Subscription in accordance with Section 4.9(f), subject to the Retention Period in Section 13.8.

5.9 Effect of Suspension.

(a) Not Termination. Suspension does not constitute termination or cancellation of this Agreement, does not end the Subscription Term, and does not relieve Customer of any obligation under this Agreement, including its obligation to pay Subscription Fees for the then-current Billing Period. Cancellation is effected only as provided in Section 4.9, and termination only as provided in Section 13.

(b) No Refund or Credit. Except as provided in Section 5.9(c), Subscription Fees are not reduced, prorated, credited, or refunded on account of any period of suspension, and no suspension entitles Customer to any refund, credit, offset, or other remedy.

(c) Credit for Erroneous Full Suspension. Where Provider determines, or Customer demonstrates to Provider’s reasonable satisfaction, that a Full Suspension was imposed in error and not as a result of any act, omission, inaccuracy, or non-payment attributable to Customer, Provider will credit Customer’s account, against the next Billing Period, an amount equal to the Subscription Fees for the days of Full Suspension so imposed, calculated on a daily basis. This credit is Customer’s sole and exclusive remedy for any erroneous suspension, and Provider’s total liability for any suspension is limited to it. This Section does not apply to Write Suspension, Partial Suspension, or any suspension arising from non-payment, chargeback, verification failure, or inaccurate account information.

(d) No Access to Customer Data. During Full Suspension, Customer and its Authorized Users have no access to Customer Data except through the export function described in Section 5.7.

(e) No Liability. Except as provided in Section 5.9(c), Provider has no liability of any kind arising from any suspension effected in accordance with this Section 5, including for any loss of access to Customer Data, inability to conduct operations, delay, lost revenue, or failure to meet any regulatory, contractual, invoicing, or reporting obligation.

5.10 Preservation of Customer Data During Suspension. Provider will preserve Customer Data during any period of suspension, provided that Provider has no obligation to preserve Customer Data beyond the earlier of (a) reinstatement, or (b) the expiration of the Retention Period set forth in Section 13.8.

5.11 Non-Waiver. Provider’s election to impose, delay, or forgo any suspension in any instance does not waive any other right or remedy, and does not limit Provider’s ability to impose suspension in any other instance. Provider’s remedies under this Section are cumulative and in addition to all other remedies available under this Agreement, at law, or in equity.

6. THE PLATFORM, SUPPORT, AND CHANGES

6.1 Provision of the Services. During the Subscription Term, and subject to Customer’s payment of all Subscription Fees when due and compliance with this Agreement, Provider will provide the Services described in this Section 6. Where an executed Addendum A expressly provides for services, scope, support, or service parameters differing from those described in this Section, that Addendum A controls as to the matters it addresses, in accordance with Section 1.10.

6.2 Scope of the Services. The Services consist of the following, subject to the limitations set forth in this Agreement:

(a) Hosting and Infrastructure. Provision and operation of the Hosted Environment through which the Platform is made available to Customer.

(b) Continuity of Operation. Commercially reasonable efforts to keep the Platform, and the Integrations enabled for Customer, in operating condition. This subsection is an undertaking of effort only and is subject in all respects to Section 6.4, and nothing in it constitutes a representation, warranty, or commitment as to the availability, uptime, accessibility, or continuous operation of the Platform, the Hosted Environment, or any Integration. Provider’s obligations under this subsection are further subject to Sections 6.6, 6.8, 6.9, and 8.10, and do not extend to any act, omission, change, outage, deprecation, pricing change, or discontinuation by any Third-Party Provider.

(c) Security and Stability Maintenance. Application of patches, configuration changes, dependency updates, and other measures that Provider determines, in its discretion, to be appropriate to the security and stability of the Platform and the Hosted Environment.

(d) Technical Support. Technical support as described in Section 6.3.

6.3 Technical Support.

(a) How to Request Support. Customer may request support by email to Support@VirtueTMS.com or through the support request function within the Platform. These are the exclusive channels for support requests. Provider is not obligated to respond to a support request submitted by any other means, including social media, direct message, or personal contact with any individual.

(b) Support Hours. Provider responds to support requests during Support Hours, being 9:00 a.m. to 5:00 p.m. Mountain Standard Time, Monday through Friday, excluding holidays observed by Provider. Requests received outside Support Hours are treated as received at the start of the next period of Support Hours.

(c) No Response Time Commitment. Provider will use commercially reasonable efforts to respond to support requests during Support Hours. Provider makes no commitment as to response time, resolution time, or resolution, and no service level, response target, or service credit applies to support under this Agreement, except as expressly set forth in an executed Addendum A.

(d) Scope of Support. Support covers defects, errors, and malfunctions in the Platform reported by Customer. Provider may require Customer to provide reproduction steps, sample records, screenshots, log data, and other information reasonably necessary to investigate a report, as set forth in Section 7.10.

(e) Provider’s Discretion. Provider determines, in its discretion, whether a reported issue is a defect in the Platform, the priority assigned to it, and whether and how it is addressed. Provider is not obligated to correct any defect, and Section 6.5 governs Provider’s obligations with respect to updates.

(f) Support Channels. Provider may add, modify, or discontinue support channels at any time in its discretion, provided that the channels identified in Section 6.3(a) remain available during the Subscription Term. Any additional channel Provider makes available is subject to this Section 6.3 and does not alter Section 6.3(c).

6.4 No Uptime Commitment. Provider makes no representation, warranty, or commitment regarding the availability, uptime, or accessibility of the Platform or the Hosted Environment, and no service level, availability percentage, or service credit applies to this Agreement. The Platform and the Hosted Environment may be unavailable from time to time, and Customer acknowledges that interruptions will occur. Customer shall not rely on the availability of the Platform for any regulatory, contractual, billing, dispatch, safety, or operational deadline, and shall maintain operating procedures that do not depend on continuous availability of the Platform.

6.5 Updates, Versions, and Required Upgrades.

(a) Updates. Provider may, but is not obligated to, make available updates, patches, corrections, enhancements, or new versions of the Platform. Provider is under no obligation to develop or provide any new feature, module, or functionality. Any new module or feature that Provider identifies as separately priced, or as available only to a particular Account Type, is not included in Customer’s Services unless Customer subscribes to it.

(b) Updates Are Automatic and Required. The Platform is provided as a hosted service, and Provider applies updates to it centrally. Customer does not select, defer, decline, or roll back updates to the hosted Platform, and no prior version of the hosted Platform remains available to Customer. Customer acknowledges that updates are necessary for the Platform to function correctly, securely, and as intended, and that Customer’s continued use of the Platform is conditioned on operating the then-current version.

Where Customer installs a mobile or client application to access the Platform, Customer shall keep that application updated to the current version made available by Provider. Provider may require Customer to install an update as a condition of continued access, may cease supporting or operating any prior version at any time, and may disable access from any version Provider determines is outdated, insecure, or incompatible with the hosted Platform, in each case with or without notice. Provider has no liability for any defect, error, malfunction, data loss, or interruption arising from Customer’s use of a version of any application other than the then-current version.

(c) Required Upgrades. Customer acknowledges that the Platform depends on programming languages, frameworks, libraries, database systems, operating systems, browsers, mobile operating systems, devices, and other components maintained by third parties, and that such components reach end of support from time to time. Provider may require Customer to accept, and Customer shall not unreasonably withhold acceptance of, any upgrade, migration, device or operating system requirement, or configuration change that Provider determines is necessary or advisable to maintain the security, supportability, or operability of the Platform or the Hosted Environment. Provider will give reasonable advance notice of any such requirement.

(d) Failure to Upgrade. If Customer declines or fails to satisfy a requirement under Section 6.5(c), Provider may, on notice and in its discretion: (i) suspend or discontinue the affected Services, features, or Integrations; (ii) exclude the affected components from Section 6.2(c); or (iii) continue to support Customer’s existing configuration at additional cost to be agreed in writing. Provider has no liability arising from Customer’s failure to satisfy such a requirement, including for any resulting security vulnerability, defect, outage, or data loss.

6.6 Maintenance and Downtime. Provider may take the Platform or the Hosted Environment offline at any time for maintenance, updates, patching, migration, or infrastructure work. Provider will use commercially reasonable efforts to perform planned maintenance outside Support Hours and to give advance notice of planned maintenance expected to cause material interruption, but may perform emergency or security-related maintenance at any time, with or without notice.

6.7 Backups. Provider configures backup functionality for the Hosted Environment using facilities made available by its infrastructure providers. Provider makes no representation or warranty as to backup frequency, retention period, completeness, integrity, or recoverability, and does not guarantee that any particular data can be restored. Backups are maintained for Provider’s own operational purposes and do not constitute an archival, escrow, or data retention service for Customer’s benefit. Customer is solely responsible for exporting and independently retaining any Customer Data it requires, including records it is required to retain under Applicable Law.

6.8 Changes to the Platform. Provider may, in its discretion and at any time, modify, add to, remove, reorganize, rename, reprice, or discontinue any feature, module, function, interface, report, or Integration of the Platform, and may move any feature between Account Types. Provider will use commercially reasonable efforts to give advance notice of any change that materially reduces core functionality relied upon by Customer, but is not obligated to maintain any feature indefinitely. Except as provided in Section 4.6 with respect to Subscription Fees, no such change constitutes a breach of this Agreement, entitles Customer to any refund or credit, or gives rise to any claim or remedy. Customer’s remedy for any change it finds unacceptable is to cancel in accordance with Section 4.9.

6.9 Technical and Resource Limits.

(a) Limits Apply; Scaled to Account Type and Power Units. Customer’s use of the Platform is subject to technical and resource limits, including limits on storage, file size, the number of documents processed through optical character recognition or other AI Features in any billing month, API calls, request rates, message volume, and concurrent sessions.

Limits vary by Account Type and are set by Provider at levels intended to accommodate the ordinary operating volume of a customer of that Account Type. Limits on document processing through optical character recognition and other AI Features are calculated per Power Unit recorded as active in Customer’s account, per calendar month, and accordingly scale with the number of Power Units Customer operates, provided that Customer’s allowance is in no event less than the allowance applicable to a single Power Unit, including where no Power Unit has yet been recorded, during any Free Trial, and during any period in which Customer has recorded no active Power Unit. Unused capacity does not accumulate, carry over, or transfer between months, between Power Units, or between accounts, and has no cash or credit value. Provider may apply a lower allowance during the Free Trial in accordance with Section 4.1(a).

Limits are not published, and Provider is not obligated to publish them. Provider will disclose the limits then applicable to Customer’s Account Type on Customer’s written request to Support@VirtueTMS.com.

Customer acknowledges that these limits exist, that they are a condition of Customer’s access to the Platform at the Subscription Fees applicable to its Account Type, that they are intended to accommodate ordinary use and not extraordinary, automated, bulk, or commercially atypical use, and that use materially exceeding the ordinary operating volume for Customer’s Account Type may be limited under this Section. Customer further acknowledges that document processing through AI Features is a metered function subject to third-party processing costs, and that Provider may restrict it independently of any other feature of the Platform.

(b) Provider May Set and Change Limits Without Notice. Provider may establish, apply, modify, reduce, increase, or remove any such limit at any time, in its sole discretion, effective immediately and without notice to Customer. Provider is not required to give Customer advance notice of any change to a limit, of Customer’s approach to a limit, or of the application of a limit to any particular request. Provider’s determination of the limits appropriate to any Account Type is made in Provider’s discretion.

(c) Enforcement. Where Customer reaches or exceeds a limit, Provider may throttle, queue, delay, decline, or block the affected requests, in whole or in part, without notice. Provider may apply limits at the account, user, device, or request level.

(d) No Remedy. The application of any limit, and any change to any limit, is not a failure by Provider to provide the Services, does not constitute a breach of this Agreement, does not reduce, prorate, credit, or refund Subscription Fees, and does not entitle Customer to any refund, credit, or other remedy. Customer’s remedy for any limit it finds unacceptable is to change Account Type where a higher limit is available, or to cancel in accordance with Section 4.9.

(e) No Reliance. Customer shall not rely on the availability of any particular processing volume, throughput, or capacity for any regulatory, contractual, billing, dispatch, or operational deadline, and shall maintain operating procedures that do not depend on it. Section 6.4 and Section 7.5 apply to any limit applied under this Section.

(f) Additional Capacity. Provider may, in its discretion, make additional capacity available for purchase, at the price then displayed on the VirtueTMS website or as set forth in an executed Addendum A. Nothing in this Agreement obligates Provider to do so.

6.10 Name and Branding. Provider may at any time change the name, branding, trademarks, logos, domain names, or user interface presentation of the Platform. Any such change has no effect on the Parties’ rights or obligations under this Agreement, and all references in this Agreement to the Platform are deemed to refer to the Platform as so renamed or rebranded. Provider will give reasonable notice of any change to a domain name Customer uses to access the Platform.

6.11 Subcontractors and Infrastructure Providers. Provider may engage subcontractors, subprocessors, hosting providers, and other third parties to perform any part of the Services. Provider remains responsible for the performance of the Services under this Agreement, and no such engagement relieves Provider of its obligations hereunder.

6.12 Exclusions from the Services. The Services do not include, and Provider has no obligation under this Agreement to provide: (a) Custom Work; (b) data entry, data cleanup, data migration, or data correction; (c) training, whether onsite or remote; (d) procurement, configuration, or payment of any Third-Party Offering or Integration account; (e) support for any hardware, network, device, browser, or software not provided by Provider; (f) support for any modification to the Platform made by or on behalf of Customer; (g) support for any use of the Platform outside the Documentation; (h) transition, migration, export, or wind-down assistance beyond the export function described in Section 5.7; or (i) any service identified in an executed Addendum A as excluded or as available for additional fees.

6.13 Custom Work. Provider does not provide development, configuration, custom reporting, integration, migration, training, or other professional services under this Agreement. Provider may, in its sole discretion, agree to perform such services ("Custom Work") only pursuant to a separate written agreement executed by both Parties setting forth the scope, deliverables, fees, and timing, and subject to payment in advance unless otherwise agreed. Custom Work is not part of the Services, is invoiced separately from Subscription Fees, and is non-refundable once performed. All work product, improvements, and functionality arising from Custom Work are Provider’s property in accordance with Section 3.6. Nothing in this Agreement obligates Provider to offer, quote, or perform any Custom Work.

6.14 Beta and Preview Features. Provider may from time to time make available features, modules, or functionality identified as beta, preview, pilot, early access, or evaluation ("Beta Features"). Beta Features are provided solely for evaluation, are not part of the Services, and may be incomplete, unstable, or discontinued at any time without notice. Beta Features are provided "AS IS" and "AS AVAILABLE," without warranty, support, maintenance, or service commitment of any kind, and are excluded from Sections 6.2, 6.3, 6.5, 10.2, and 11.2. Customer’s use of any Beta Feature is at its sole risk, and Customer shall not use any Beta Feature for any production, operational, financial, safety, or compliance purpose. Provider may condition access to any Beta Feature on additional terms. Any feedback regarding Beta Features constitutes Feedback under Section 3.7.

7. CUSTOMER RESPONSIBILITIES AND COMPLIANCE

7.1 General. Customer is responsible for all activity occurring under its account and through its User Credentials, whether by Authorized Users or any other person, and whether or not authorized by Customer.

7.2 User Credentials and Account Security. Customer shall: (a) maintain the confidentiality of all User Credentials; (b) issue User Credentials only to individuals who are Authorized Users; (c) promptly deactivate User Credentials for any individual who ceases to be an Authorized User, including any driver who ceases to drive for Customer; (d) not permit User Credentials to be shared among individuals; (e) enable and maintain any authentication control Provider requires; and (f) notify Provider promptly at Support@VirtueTMS.com upon becoming aware of any unauthorized access to or use of the Platform, any compromise of User Credentials, or any other breach of security relating to Customer’s account. Provider is not responsible for any loss or damage arising from Customer’s failure to comply with this Section.

7.3 Customer Systems, Devices, and Connectivity. Customer is solely responsible for obtaining and maintaining, at its own expense, all hardware, mobile devices, operating systems, browsers, networks, cellular service, and internet connectivity necessary to access and use the Platform, and for the security, maintenance, and updating of the same. Customer is responsible for ensuring that its Authorized Users, including drivers, have devices capable of running any mobile application Provider makes available. Provider is not responsible for any degradation, interruption, data loss, or failure attributable to Customer’s systems, devices, or connectivity, including any loss of data captured on a device but not successfully transmitted to the Platform.

7.4 Accuracy of Customer Data. Customer is solely responsible for the accuracy, completeness, quality, legality, reliability, and appropriateness of all Customer Data, and for the consequences of any inaccuracy or omission therein. Provider does not review, verify, validate, or correct Customer Data, and has no obligation to do so. Where Customer Data is entered, extracted, or prefilled by an AI Feature, Section 8.12(g) applies and Customer remains solely responsible for reviewing and confirming it.

7.5 Transportation Regulatory Compliance.

(a) Provider’s Role. Provider is a technology provider only. Provider is not a motor carrier, broker, freight forwarder, shipper, consignee, customs broker, dispatch service, factoring company, or party to any transportation, brokerage, or freight transaction arranged, recorded, documented, invoiced, or tracked through the Platform. Provider does not hold, and does not act under, any operating authority, and does not transport, arrange for the transportation of, or take custody of any freight.

(b) Customer’s Status. Customer, or the Lessee Carrier under whose operating authority Customer operates, is the motor carrier, broker, freight forwarder, or other regulated party of record with respect to all transportation activity conducted using the Platform. Customer bears sole responsibility for compliance with all Applicable Law governing that activity, including the regulations of the Federal Motor Carrier Safety Administration, the U.S. Department of Transportation, the Pipeline and Hazardous Materials Safety Administration, U.S. Customs and Border Protection, and all corresponding state, provincial, and foreign authorities. Where Customer operates under lease to a Lessee Carrier, Section 1.7(c) applies, and Provider makes no determination and assumes no responsibility as to the allocation of regulatory responsibility between Customer and the Lessee Carrier.

(c) No Verification by Provider. Except as expressly set forth in Section 7.5(d), Provider does not verify, monitor, audit, validate, or confirm, and makes no representation or warranty as to: insurance coverage, limits, currency, or certificate authenticity; safety ratings or CSA scores; driver qualification generally; the authenticity, validity, or genuineness of any commercial driver’s license, medical examiner’s certificate, or other credential or document; hours-of-service compliance or the accuracy of any record of duty status; vehicle inspection, maintenance, or out-of-service status; drug and alcohol testing program compliance; hazardous materials certification, placarding, or documentation; cargo securement; weight or dimensional compliance; customs or border documentation; the validity or sufficiency of any lease under 49 C.F.R. Part 376; or the accuracy, completeness, or regulatory sufficiency of any record generated, stored, transmitted, or displayed through the Platform.

(d) Limited Compliance Tracking Features; Scope and Limitations. The Platform includes features that (i) retrieve and display carrier authority, registration, and safety information from third-party data sources, and (ii) record expiration dates for driver credentials and compliance documents entered or captured by Customer or its Authorized Users, and display status indicators and notifications based on a comparison of those dates to the current date. Customer acknowledges and agrees that:

(1) such features operate solely on data entered or captured by Customer or its Authorized Users, or received from a Third-Party Provider, and Provider does not independently confirm the accuracy, authenticity, currency, or completeness of that data;

(2) Provider does not query, and the Platform does not interface with, any state driver licensing agency, the National Registry of Certified Medical Examiners, any insurer, or any other issuing or licensing authority, and Provider does not confirm that any credential or policy was validly issued, remains in effect, or has not been suspended, revoked, downgraded, cancelled, or falsified;

(3) any status indicator, flag, alert, notification, badge, tier, score, checklist, or report generated by such features reflects only a comparison of stored data against the current date or against a set of items Provider has defined, and does not constitute a determination that any driver is qualified, that any vehicle is roadworthy, that any insurance is in force, that any carrier is authorized, or that Customer is in compliance with any requirement of Applicable Law;

(4) such features may fail to generate, deliver, or display any alert or notification for reasons including data entry error, extraction error, omitted or blank data fields, Third-Party Provider outage or error, device or notification settings, configuration, resource limits applied under Section 6.9, Suspension, or interruption of the Services, and Customer shall not rely on the absence of an alert as an indication of compliance; and

(5) Customer remains solely responsible for verifying driver qualification, carrier authority, insurance, vehicle condition, and all other compliance matters through independent means, and for maintaining a compliance program that does not depend on the Platform.

(e) Platform Features Are Tools. Any feature of the Platform relating to compliance, safety, driver qualification, driver files, inspection, hours of service, mileage, fuel tax, settlement, or recordkeeping is provided as a tool for Customer’s own use and does not constitute a compliance determination, certification, audit, or legal advice. Customer is solely responsible for determining whether its use of any such feature satisfies its obligations under Applicable Law, and for independently verifying all output before relying on it.

(f) Records Retention. Customer is solely responsible for identifying, retaining, and producing all records it is required to maintain under Applicable Law, including for any period extending beyond the Subscription Term, and for maintaining copies of such records independent of the Platform. Customer acknowledges that Provider’s retention of Customer Data is limited as set forth in Sections 6.7, 8.14, and 13.8, that Provider does not provide an archival or records-retention service, and that Customer’s obligation to export Customer Data arises before expiration or termination.

(g) Account Status Indicators, Tiers, and Badges; No Endorsement. The Platform may assign and display account status indicators, verification states, completion percentages, tiers, badges, or similar designations reflecting which items Customer has entered, captured, or completed within the Platform. Customer acknowledges and agrees that:

(1) any such designation reflects only the presence, completeness, or automated matching of information within Customer’s account, and does not constitute a representation, warranty, certification, endorsement, recommendation, or determination by Provider as to Customer’s regulatory compliance, operating authority, insurance, safety record, driver qualification, financial condition, or fitness to perform any transportation service, regardless of the name given to the designation. Certain compliance information underlying such designations, including insurance and credential data, is obtained by Provider from a third-party compliance data provider. Where the Platform displays such a designation, Provider will identify the source of the underlying data. Section 7.5(h) governs Provider’s responsibility for third-party data, and Provider does not verify, and makes no representation as to, the accuracy, currency, or completeness of data received from that provider;

(2) the name of any such designation is a product label only and is not a legal or regulatory term, and no designation should be understood to mean that Provider has audited, certified, or approved Customer or any driver, vehicle, or document;

(3) where any such designation, or any document, portal, tracking link, or other artifact generated by the Platform, is made available to a broker, shipper, consignee, factoring company, insurer, or other third party — whether by Customer, by an Authorized User, or by operation of a feature Customer has enabled — Customer is solely responsible for that disclosure and for any reliance placed on it, and Customer shall not represent, and shall not permit any Authorized User to represent, that any such designation constitutes verification, certification, or endorsement by Provider.

Provider will display, in connection with any such designation made visible to a third party, a notice stating in substance that the designation is an internal account status reflecting information recorded within the Platform, that it is not a verification, certification, or guarantee of compliance, insurance, or qualification, and identifying the source of any underlying third-party compliance data. Provider determines the form, placement, and prominence of that notice, which may be presented as a footnote, reference mark, expandable element, or other means. Customer acknowledges that such notice is provided for Provider’s benefit, that Provider does not warrant that any third party will read, see, or heed it, and that the presence or absence of such notice does not limit Customer’s responsibility under this Section or Customer’s obligations under Section 11; and

(4) Provider may add, remove, rename, redefine, recalculate, or discontinue any such designation at any time in accordance with Section 6.8, and no designation, once assigned, is guaranteed to remain assigned.

(h) Third-Party Verification Data. Where the Platform displays or incorporates data obtained from third-party sources relating to authority, insurance, safety, or compliance, such data is provided as received from the applicable Third-Party Provider, without verification by Provider, and may be incomplete, outdated, or inaccurate. Customer shall not rely on such data as the sole basis for any qualification, onboarding, dispatch, carrier selection, or compliance decision.

(i) Future Compliance Modules. Provider may from time to time make available separately identified modules relating to driver qualification, compliance file management, motor vehicle record retrieval, credential verification, drug and alcohol program administration, or similar functions. No such module is included in the Services unless Provider expressly makes it available for Customer’s Account Type. Provider may condition access to any such module on additional terms setting forth the applicable scope, fees, representations, disclaimers, allocation of responsibility, and indemnification, which control over this Section 7.5 as to that module. Nothing in this Agreement obligates Provider to make any such module available to Customer.

7.6 Messaging and Communications Compliance.

(a) Customer Responsibility. Customer is solely responsible for all text messages, SMS and MMS messages, voice calls, faxes, emails, push notifications, and other communications sent, initiated, scheduled, or triggered by Customer or its Authorized Users through the Platform, including their content, timing, frequency, and recipients. This Section applies to communications Customer sends to any person, including drivers, brokers, shippers, consignees, factoring companies, and other counterparties. It does not apply to communications Provider sends to Customer under Section 1.8.

(b) Consent and Compliance. Customer shall comply with all Applicable Law and industry requirements governing such communications, including the Telephone Consumer Protection Act, the CAN-SPAM Act, applicable state telemarketing and messaging statutes, and the guidelines, codes of conduct, and registration requirements of the CTIA and of wireless carriers, including 10DLC and equivalent registration programs. Customer shall obtain and maintain all required consents prior to sending any communication, shall honor all opt-out, revocation, and do-not-contact requests promptly, and shall maintain records of consent sufficient to demonstrate compliance.

(c) Registration Information. Where Provider registers Customer, or facilitates Customer’s registration, with any carrier, aggregator, or messaging platform, Customer shall provide accurate, complete, and current information for that purpose and shall promptly notify Provider of any change. Customer is responsible for any consequence arising from inaccurate or outdated registration information, including carrier filtering, throughput limitation, campaign rejection, fines, or account termination.

(d) Prohibited Content. Customer shall not use the Platform’s messaging functionality to send unlawful, harassing, deceptive, or unsolicited commercial communications, or any content prohibited by Applicable Law or by the applicable carrier, aggregator, or messaging platform.

(e) Suspension of Messaging. Provider may immediately suspend or limit Customer’s access to messaging functionality in accordance with Section 5.5 or Section 5.6 if Provider reasonably determines that Customer’s use violates this Section, presents a risk of liability to Provider, or has resulted or may result in carrier filtering, penalty, or enforcement action.

7.7 Consent to Data Collection; Driver and Personnel Data; Location and Monitoring.

(a) Customer’s Consent. By accepting this Agreement, Customer consents to Provider’s collection, use, processing, storage, transmission, and disclosure of Customer Data and Usage Metrics as described in this Agreement, including Section 8. This consent extends to all data Customer or its Authorized Users submit to the Platform, all data the Platform generates or derives from Customer’s use, and all data the Platform receives through any Integration Customer enables. No separate consent, authorization, or agreement is required from Customer, and Customer’s acceptance of this Agreement constitutes Customer’s authorization for all processing described in it.

(b) Consent Relating to Individuals. Customer acknowledges that Customer Data includes information relating to individuals, including drivers, and that Customer’s consent under Section 7.7(a) does not and cannot constitute the consent of any individual other than the individual accepting this Agreement. Accordingly, Customer represents, warrants, and covenants that it has provided all notices, and has obtained and will maintain all consents, authorizations, and lawful bases, required under Applicable Law from each individual whose information Customer submits to the Platform or whose information the Platform collects in connection with Customer’s use, including with respect to commercial driver’s license information, medical examiner’s certificates, drug and alcohol testing records, photographs and images, dates of birth, government-issued identification numbers, contact information, and precise geolocation. Customer shall maintain records sufficient to demonstrate compliance with this Section and shall provide them to Provider on request.

Provider is entitled to rely, and does rely, conclusively on Customer’s representations and warranties in this Section 7.7(b) without independent inquiry, verification, or investigation. Provider has no obligation to confirm that any notice was given or that any consent was obtained, to review the form or adequacy of any notice or consent, to determine what Applicable Law requires of Customer, or to inquire into the relationship between Customer and any individual whose information Customer submits. Provider’s provision of the Services, its processing of any Customer Data, and its presentation of any notice under Section 7.7(c) each constitute reliance on the representations in this Section. Customer acknowledges that Provider would not make the Platform available to Customer absent these representations, and that any breach of this Section is a material breach and is subject to Section 11.1(g) and Section 11.1(h).

(c) In-Platform Driver Notice and Consent. Provider may present, and Customer authorizes Provider to present, a notice and consent to any Authorized User at first login or at any later time, describing the categories of data the Platform collects in connection with that individual’s use and the purposes for which it is collected, and may condition that individual’s access to the Platform on their acceptance of it. Customer acknowledges that: (i) any such notice is presented for Provider’s own purposes and at Provider’s discretion, and Provider determines its content, timing, form, and whether access is conditioned on acceptance; (ii) it does not satisfy, replace, reduce, or discharge Customer’s obligations under Section 7.7(b), which remain Customer’s sole responsibility; and (iii) Provider does not advise Customer as to what notice or consent Applicable Law requires of Customer, and Customer shall not rely on the content, presence, or absence of any Provider-presented notice in determining its own obligations. No separate written agreement between Customer and any Authorized User is required by Provider under this Agreement, and Customer determines what additional notice, consent, or agreement its own compliance obligations require.

(d) Location Data. Customer acknowledges and consents that the Platform, and Integrations Customer enables, may collect, transmit, store, and display the location of vehicles, mobile devices, and drivers, including precise geolocation, and may make that location available to brokers, shippers, consignees, factoring companies, and other counterparties through tracking links, portals, notifications, documents, and Integrations. Customer determines whether to enable any location feature and with whom location is shared, and is solely responsible for compliance with all Applicable Law governing vehicle tracking, employee and contractor monitoring, and location privacy, and for the notices and consents required by Section 7.7(b).

(e) Categories of Data Collected. Customer acknowledges, and shall ensure its Authorized Users are aware, that the Platform collects, generates, receives, and processes the following categories of data in connection with Customer’s and its Authorized Users’ use, and that this Section constitutes notice of those categories for purposes of this Agreement:

(1) Account and identity data — legal business name, business structure, business address, USDOT number, operating authority information, lease and Lessee Carrier information, business registration information, and the name, email address, telephone number, and account role of each Authorized User;

(2) Authentication and security data — User Credentials, authentication tokens, one-time passcodes, login and session records, IP addresses, device identifiers, and application version and operating system information;

(3) Driver and personnel data — driver name, contact information, date of birth, commercial driver’s license number, class, endorsements, restrictions, and expiration; medical examiner’s certificate information; driver photographs and images; employment and qualification file contents; emergency contact information; and, where Customer enables the applicable feature or Integration, hours-of-service and duty-status information;

(4) Location data — the location of vehicles, mobile devices, and drivers, including precise geolocation, collected from mobile devices and from Integrations Customer enables, together with derived route, mileage, stop, arrival, departure, and dwell information;

(5) Equipment data — vehicle and trailer identification numbers, license plate and registration information, specifications, permits, inspection and maintenance records, and telematics data received through Integrations;

(6) Operational and transaction data — loads, orders, stops, appointments, dispatch assignments, rates, charges, accessorials, settlements, invoices, payment and remittance information, broker, shipper, consignee, and factoring company information, and related counterparty contact information;

(7) Documents and images — rate confirmations, bills of lading, proofs of delivery, commercial driver’s licenses, insurance certificates, permits, receipts, photographs, and other documents and images captured, uploaded, generated, or received through the Platform, together with the text, values, and metadata extracted from them by AI Features;

(8) Communications — messages, notifications, support requests, and correspondence sent or received through the Platform, and records of their delivery; and

(9) Usage Metrics — as defined in Section 2, including activity, volume, performance, and diagnostic data relating to Customer’s use of the Platform.

Provider may collect additional categories of data as the Platform changes in accordance with Section 6.8, and the categories listed above are illustrative of the data the Platform collects and are not an exhaustive or fixed list. Provider’s collection and use of these categories is governed by Section 8 and by Provider’s privacy policy. Nothing in this Section limits Customer’s obligations under Section 7.7(b), which remain Customer’s sole responsibility regardless of the notice provided by this Section or by any notice Provider presents under Section 7.7(c).

(f) Provider’s Role. Provider processes such data as directed by Customer and as necessary to provide the Services, in accordance with Section 8. Provider is not the employer of any driver or other Authorized User, does not make and is not responsible for any employment, engagement, qualification, disqualification, compensation, or disciplinary decision, and has no obligation to advise Customer as to any notice or consent Customer may require. Customer’s obligations under this Section 7.7 are subject to the indemnification provisions of Section 11.

7.8 Compliance with Law Generally. Customer shall use the Platform in compliance with all Applicable Law, including laws governing employment, wage and hour, independent contractor classification, privacy, data protection, biometric information, consumer protection, electronic signatures, recordkeeping, export control, and economic sanctions.

7.9 Designated Contact. Customer shall designate and maintain at least one contact authorized to submit support requests, receive notices, and act on Customer’s behalf with respect to the Services, and shall keep that contact information current. For an Owner-Operator Account, the individual who created the account is the designated contact unless Customer designates another through the Platform. Provider may rely on instructions received from any designated contact, and from any person accessing the account through Customer’s User Credentials, without further verification.

7.10 Cooperation. Customer shall provide Provider with such information, access, documentation, and cooperation as Provider reasonably requests in connection with providing the Services, investigating a reported defect, completing any verification described in Section 1.6 or Section 5.5, or investigating a suspected violation of this Agreement, including reproduction steps, sample records, screenshots, log data, and documentation supporting Customer’s business registration or operating authority. Provider’s obligations under Section 6 are excused to the extent Provider’s performance is delayed or prevented by Customer’s failure to cooperate.

7.11 Monitoring, Logging, and Verification of Compliance.

(a) Monitoring and Logging. Provider may monitor, log, and record Customer’s and its Authorized Users’ access to and use of the Platform, including authentication events, record creation and modification, data access, document processing, API activity, and Usage Metrics, for purposes of security, fraud prevention, troubleshooting, capacity planning, enforcement of the limits described in Section 6.9, billing verification, response to payment disputes under Section 4.12, and verification of compliance with this Agreement. Provider may retain such logs for so long as is reasonably necessary for the purposes set forth in this Section, and for legal, regulatory, security, fraud-prevention, audit, dispute resolution, and business record-keeping purposes, including following expiration or termination of this Agreement. Provider determines the applicable retention periods, and nothing in this Section obligates Provider to retain any log for any minimum period or to produce any log to Customer.

(b) Certification of Compliance. Upon Provider’s reasonable written request, Customer shall provide a written statement, signed by an owner, officer, member, manager, or other individual authorized to bind Customer, confirming that Customer’s use of the Platform complies with this Agreement, and setting forth the number of Power Units and Authorized Users then associated with Customer’s operations. Customer shall provide such statement within fifteen (15) days of Provider’s request. Provider shall not make such a request more than once in any twelve (12) month period absent a reasonable basis to believe Customer is in breach.

(c) Records. Customer shall maintain records reasonably sufficient to support any statement provided under Section 7.11(b), and shall make them available to Provider on reasonable request where Provider has a reasonable basis to believe Customer is in breach of Section 3.2, Section 3.3, or Section 3.4. Any records so provided are Customer’s Confidential Information under Section 9.

(d) Underpayment. Where a statement or records provided under this Section, or Provider’s own records, establish that Customer has been charged Subscription Fees lower than those applicable to its actual use, Section 3.2(e) applies.

7.12 Export Control and Sanctions. Customer represents and warrants that neither Customer nor any of its Authorized Users, officers, directors, or beneficial owners is: (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions; (b) identified on the Specially Designated Nationals and Blocked Persons List, the Denied Persons List, the Entity List, or any other restricted party list maintained by any U.S. or applicable foreign government; or (c) owned or controlled by any such person. Customer shall not access, use, export, re-export, or transfer the Platform in violation of any applicable export control or economic sanctions law. Customer shall notify Provider promptly upon becoming subject to any of the foregoing, and Provider may suspend or terminate in accordance with Sections 5 and 13 upon becoming aware of any violation of this Section.

7.13 Indemnity. Customer’s obligations under this Section 7 are subject to the indemnification provisions of Section 11.

8. DATA, PRIVACY, INTEGRATIONS, AND ARTIFICIAL INTELLIGENCE

8.1 Ownership of Customer Data. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Customer Data is Customer’s Confidential Information under Section 9. Nothing in this Agreement transfers ownership of Customer Data to Provider. Provider’s rights in Provider Data, Usage Metrics, Model Training Data, Aggregated Data, and Feedback are set forth in Sections 3.4, 3.7, 8.3, 8.12, and 8.13 and are not limited by this Section.

8.2 License to Provider. Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, process, analyze, modify, and otherwise use Customer Data as necessary to provide the Services, to perform its obligations and exercise its rights under this Agreement, to prevent or address security, fraud, or technical issues, to enforce this Agreement, and to comply with Applicable Law.

8.3 Usage Metrics. Usage Metrics are Provider’s data and are not Customer Data, notwithstanding that they are generated in connection with Customer’s use of the Platform or derived from Customer’s activity within it. As between the Parties, Provider owns all right, title, and interest in and to Usage Metrics, and Customer’s rights in Customer Data under Section 8.1 do not extend to them. Provider may collect, store, and use Usage Metrics for any lawful business purpose, including operating, securing, and improving the Platform; capacity and infrastructure planning; enforcement of the limits described in Section 6.9; billing verification and response to payment disputes; fraud prevention; account management; product development; and determining pricing and terms. Provider may retain and continue to use Usage Metrics following expiration or termination of this Agreement.

8.4 Operational Processing of Personal Data. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement restricts Provider from processing, transmitting, storing, displaying, or disclosing Restricted Personal Data where such activity is a function of the Platform operating as intended, or is directed, configured, or authorized by Customer or its Authorized Users. This includes the display or transmission of driver names, driver contact information, driver photographs, vehicle and shipment location, credential and document images, and shipment status to brokers, shippers, consignees, factoring providers, insurers, and other counterparties through the Platform’s portals, tracking links, notifications, document generation, and Integrations. Customer is solely responsible for determining what data it and its Authorized Users elect to share through such features and with whom, and for the notices and consents required by Section 7.7.

8.5 Data Security. Provider maintains administrative, technical, and physical safeguards designed to protect Customer Data within the Hosted Environment against unauthorized access, use, disclosure, alteration, and destruction, which safeguards are appropriate to the size and complexity of Provider’s business, the nature and scope of its activities, and the sensitivity of Customer Data. Provider makes no representation, warranty, or commitment that it maintains or will obtain, and is under no obligation to obtain or maintain, any security certification, attestation, audit report, penetration test, or compliance framework, including SOC 1, SOC 2, ISO/IEC 27001, PCI-DSS, HIPAA, HITRUST, FedRAMP, or NIST, unless expressly agreed in an executed Addendum A. Customer shall not rely on any statement, marketing material, roadmap, or communication outside this Agreement as indicating that Provider holds, is pursuing, or intends to obtain any such certification, and Section 10.7 applies to any such statement. Provider’s obtaining of any certification at any time does not create an obligation to maintain it. Customer acknowledges that no method of transmission or storage is completely secure, and that Provider does not warrant that Customer Data will not be subject to unauthorized access, loss, or corruption.

8.6 Security Incidents. Provider will use commercially reasonable efforts to notify Customer of a Security Incident affecting Customer’s Customer Data without unreasonable delay after Provider confirms that the Security Incident has occurred, except where a governmental authority or law enforcement agency directs Provider to delay notification, in which case Provider will notify Customer as soon as permitted. Provider’s obligation under this Section arises upon confirmation and not upon initial detection, report, or suspicion of a possible incident, and Provider is entitled to a reasonable period to investigate and confirm before any notification obligation arises. Such notification will include the information then reasonably available to Provider, and Provider will provide additional information as its investigation progresses. Provider’s obligations under this Section are limited to Customer Data within the Hosted Environment and do not extend to any incident occurring at, or attributable to, Customer’s systems, Customer’s devices, Customer’s User Credentials, or any Third-Party Provider. Customer is solely responsible for determining whether any incident triggers a notification obligation on Customer’s part and for making any such notification. Provider’s notification is not an acknowledgment of fault or liability.

8.7 Customer Privacy Compliance. Customer represents and warrants that it has, and will maintain throughout the Subscription Term, all rights, consents, authorizations, and lawful bases necessary to submit Customer Data to the Platform and to authorize Provider’s processing of it as contemplated by this Agreement, including with respect to Restricted Personal Data relating to drivers, employees, contractors, and other individuals, as set forth in Section 7.7. Customer is solely responsible for compliance with all privacy, data protection, and biometric laws applicable to its collection and use of such data, for providing all required notices to individuals, and for responding to any request by an individual to access, correct, delete, or restrict processing of their personal data. Provider will provide reasonable assistance with any such request at Customer’s expense. Customer is solely responsible for determining which privacy, data protection, biometric, employee monitoring, vehicle tracking, and consumer protection laws apply to its business, its operations, and its use of the Platform, and for determining what those laws require of it. Provider makes no determination as to which laws apply to Customer, does not advise Customer as to its obligations, and does not represent that the Platform, any feature of it, or any configuration of it satisfies any requirement applicable to Customer. Customer shall not rely on the availability, design, default settings, or behavior of any feature of the Platform as an indication that any such requirement is or is not satisfied.

8.8 Provider Subprocessors. Provider uses third-party infrastructure, hosting, storage, communications, document processing, artificial intelligence, compliance data, mapping, payment processing, and related service providers in operating the Platform and the Hosted Environment (collectively, "Provider Subprocessors"). Provider is responsible for the performance of Provider Subprocessors in connection with the Services to the same extent it is responsible for its own performance.

Provider may, but is not obligated to, make available a list of Provider Subprocessors then in use, on the VirtueTMS website or otherwise. Provider may add, remove, or replace any Provider Subprocessor at any time, in its sole discretion, without notice to Customer and without Customer’s consent. Provider is under no obligation to publish, maintain, update, or ensure the accuracy or currency of any such list, and no such list forms part of this Agreement or constitutes a representation or warranty by Provider. Customer’s sole remedy if it objects to any Provider Subprocessor is to cancel in accordance with Section 4.9. Where an executed Addendum A expressly provides for notice of, or objection to, Provider Subprocessors, that provision controls as to the matters it addresses.

8.9 Provider-Procured Services. Where Provider procures a third-party service under its own account and makes it available to Customer through the Platform — including messaging, email delivery, document processing, mapping, mileage, routing, compliance data, translation, and identity verification services — Provider is responsible for maintaining its contractual relationship with the applicable Third-Party Provider, and Customer is solely responsible for its own use of that service, including compliance with Section 7.6 and with the applicable Third-Party Provider’s terms and acceptable use policies. Provider may pass through associated costs in accordance with Section 4.8, and may suspend or discontinue any such service in accordance with Section 8.10(c) or Section 6.8.

8.10 Integrations.

(a) Customer Accounts. Except as provided in Section 8.9, Customer is solely responsible for procuring, maintaining, funding, and complying with the terms of its own accounts, subscriptions, licenses, and credentials with each Third-Party Provider necessary to enable an Integration, and for providing Provider with valid credentials for that purpose.

(b) No Warranty. Provider makes no representation or warranty regarding any Integration or Third-Party Provider, including as to availability, uptime, performance, accuracy, completeness, timeliness, or continued existence. Provider is not responsible for any act, omission, error, outage, deprecation, rate limitation, pricing change, terms change, data loss, or discontinuation by any Third-Party Provider, or for any failure of an Integration resulting therefrom.

(c) Modification and Discontinuation. Provider may modify, suspend, or discontinue any Integration at any time, including where a Third-Party Provider changes or discontinues its interface, imposes new terms or fees, restricts access, or ceases operations, or where Provider determines that continued operation of the Integration is impractical, uneconomic, or presents a security or legal risk. Provider will use commercially reasonable efforts to provide advance notice. No such modification, suspension, or discontinuation constitutes a breach of this Agreement or entitles Customer to any refund, credit, or remedy.

(d) Data Transmitted Through Integrations. Customer acknowledges that an Integration transmits Customer Data to, and receives data from, the applicable Third-Party Provider. Once Customer Data has been transmitted to a Third-Party Provider, it is held and processed by that Third-Party Provider under its own agreements, policies, and security practices, and Provider has no control over, and accepts no responsibility or liability for, that Third-Party Provider’s handling, use, retention, disclosure, or security of such data. Customer’s enabling of an Integration constitutes Customer’s authorization for such transmission.

(e) Accuracy of Third-Party Data. Data received from any Third-Party Provider and displayed within the Platform is provided as received, without verification by Provider, and may be incomplete, delayed, outdated, or inaccurate. Section 7.5(h) applies to any such data relating to authority, insurance, safety, or compliance.

8.11 Third-Party Offerings. Any Third-Party Offering is provided subject to the applicable Third-Party Provider’s own terms, which Customer is responsible for reviewing and accepting. Third-Party Offerings are not part of the Platform or the Services, are excluded from all warranties under this Agreement, and are not covered by Section 6.

8.12 Artificial Intelligence, Machine Learning, and Model Training.

(a) What This Section Does. The Platform uses artificial intelligence and machine learning to read documents, extract information, classify records, and prefill fields. This Section explains what Provider may do with Customer Data in connection with those features, what Provider may not do, and what Customer is responsible for. Customer should read it carefully.

(b) Provider’s Training Rights. Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Model Training Data, Inputs, and AI Output to develop, train, tune, test, evaluate, and improve AI Features, machine learning models, extraction templates, and other functionality of the Platform, and to create and use aggregated and statistical analyses derived from them. Provider may combine and pool Model Training Data derived from Customer with data derived from other customers and from third-party and synthetic sources, and models, templates, and functionality trained or developed using that combined data may be deployed for the benefit of Provider’s other customers and in Provider’s products generally. This license survives expiration or termination of this Agreement.

(c) Personal Data Is Excluded from Training. Provider will not knowingly use Restricted Personal Data to train, tune, or improve any machine learning model, and will apply commercially reasonable measures designed to identify and to remove or irreversibly obscure Restricted Personal Data before any such use. Provider may process documents and records containing Restricted Personal Data for the purpose of identifying, extracting, redacting, or obscuring that data in preparation for model training, provided that such processing is subject to the safeguards in Section 8.5. Customer acknowledges that automated identification and redaction of Restricted Personal Data is imperfect; that Restricted Personal Data may appear in free-text fields, notes, images, scanned documents, and other unstructured content where it is not reliably detectable; that Customer and its Authorized Users control what is submitted to the Platform and are solely responsible under Sections 7.4 and 7.7 for that content; and that Provider does not warrant that all Restricted Personal Data will be identified, removed, or obscured. Provider’s obligation under this Section is one of commercially reasonable effort and not a guarantee of result. Customer shall not submit, and shall instruct its Authorized Users not to submit, Restricted Personal Data into any field of the Platform not designated for it.

(d) Business Contact Information in Transportation Documents. Rate confirmations, bills of lading, proofs of delivery, load tenders, invoices, settlement statements, and similar transportation documents contain the names, addresses, telephone numbers, email addresses, and other contact and identifying information of businesses and of individuals acting in a business capacity on their behalf. "Business Contact Information" means such information where it identifies a business, or identifies an individual solely in their capacity as an employee, owner, officer, agent, or representative of a business, in connection with a commercial transportation transaction — including names, job titles and roles, business telephone numbers, business email addresses, business mailing addresses, department and functional contact addresses, remittance and accounts-payable contact details, and operating authority and identification numbers.

Customer acknowledges and agrees that Business Contact Information constitutes business information and not Restricted Personal Data for purposes of this Agreement, and that this is so whether the business is organized as a corporation, limited liability company, partnership, or sole proprietorship, and whether or not the individual identified is the owner of that business. Provider may use, process, retain, verify, correct, and display Business Contact Information without redaction or obscuring, for the purposes set forth in Section 8.12(b) and Section 8.13 and as necessary to operate the Platform, including to identify counterparties, resolve broker records, and present load contact information to Customer.

Provider’s compilation of Business Contact Information into Provider Data under Section 3.4 is limited to entity-level records as defined in Section 3.4(a). Provider does not compile into Provider Data, and does not disclose to any third party outside the Platform, the name, direct telephone number, personal email address, or residential address of any natural person appearing in Business Contact Information. Customer’s grant in Section 8.12(b) extends to Business Contact Information as so limited.

(e) No External Disclosure in Identifying Form. Provider will not disclose Model Training Data to any third party in a form that identifies Customer, except: (i) to Provider Subprocessors bound by confidentiality obligations; (ii) as required by Applicable Law; or (iii) with Customer’s prior written consent. Nothing in this Section restricts Provider’s use of Business Contact Information, Aggregated Data, Provider Data, or Usage Metrics.

(f) Ownership of Models. All machine learning models, weights, algorithms, templates, extraction logic, methods, and improvements developed by Provider, including those developed using Model Training Data, are and remain the sole and exclusive property of Provider. Customer acquires no right, title, or interest in them.

(g) AI Output Is Not Reliable Without Review. As between the Parties, Customer owns AI Output generated from its Inputs. AI Output is provided for informational purposes only.

Customer acknowledges that AI Features produce results that are inaccurate, incomplete, outdated, or otherwise erroneous, and that this occurs in the ordinary course and not only in exceptional cases. This includes errors in the extraction, classification, or interpretation of documents, rates, charges, accessorials, dates, addresses, weights, quantities, and identifiers. AI Features may fail to detect, extract, or report any particular field, line item, charge, accessorial, or data element, and the absence of a value in AI Output does not indicate the absence of that value in the source document. Any confidence score, certainty indicator, or similar measure displayed by the Platform is generated by the underlying model, is not calibrated to actual accuracy, may substantially overstate accuracy, and shall not be relied upon by Customer as an indication that any value is correct. The accuracy and completeness of AI Output depend on factors outside Provider’s control, including the legibility, resolution, contrast, orientation, and completeness of the source document; whether the document is an original, a scan, a photograph, a facsimile, or a copy; handwriting, stamps, annotations, overlapping text, redactions, and obscured or damaged areas; non-standard, unfamiliar, or newly changed document formats and layouts; the language and terminology used; the device, camera, lighting, and capture conditions used by Customer or its Authorized Users; and the performance, availability, versioning, and behavior of any third-party model, model provider, or processing service on which the AI Feature depends. Provider makes no representation or warranty as to any accuracy rate, error rate, extraction rate, or performance level for any AI Feature, whether stated in marketing materials, benchmarks, demonstrations, documentation, or otherwise, and Section 10.7 applies to any such statement.

AI Output is not advice of any kind. No AI Output, and no report, calculation, classification, alert, score, indicator, summary, or recommendation generated by any AI Feature, constitutes legal, tax, accounting, insurance, regulatory, compliance, safety, dispatch, routing, carrier selection, credit, financial, or professional advice of any kind, and none may be relied upon as such. AI Output may be incomplete, internally inconsistent as between fields, records, or documents, inconsistent with the same document processed at a different time, derived from information supplied by third parties that Provider has not verified, or based on assumptions, defaults, inferences, or fallback values supplied by the model rather than present in the source. Customer is solely responsible for obtaining professional advice appropriate to its circumstances and for every operational, financial, regulatory, and safety decision it makes, whether or not informed by AI Output.

Customer shall review and confirm every value extracted, prefilled, or generated by an AI Feature before relying on it or permitting it to be used for any operational, financial, billing, invoicing, dispatch, safety, or compliance purpose. Where the Platform presents a confirmation, review, or verification step in connection with an AI Feature, Customer’s completion of that step constitutes Customer’s confirmation that it has reviewed the values presented and accepts them as accurate, regardless of whether Customer in fact reviewed them. Provider has no liability arising from Customer’s reliance on AI Output, from any error or omission in AI Output, or from Customer’s failure to review it.

(h) No Uniqueness. Provider makes no representation or warranty that AI Output is unique or that similar or identical output will not be generated for other customers.

(i) Changes to AI Features. Provider may, at any time and in accordance with Section 6.8, add, remove, replace, retrain, reconfigure, or modify any AI Feature, including the underlying machine learning model, model version, model provider or vendor, extraction template, extraction or classification logic, prompting, pre- or post-processing, confidence thresholds, fallback behavior, and the set of fields or document types supported. Provider makes no commitment as to the accuracy, precision, recall, latency, cost, output format, or behavior of any AI Feature, or as to the consistency of any of the foregoing over time, and Customer acknowledges that the same document processed at different times may produce different AI Output. No such change constitutes a breach of this Agreement or entitles Customer to any refund, credit, or remedy, and Provider is not required to give notice of any such change.

8.13 Aggregated and Derived Data; Provider Data.

(a) Aggregated Data. Provider may create, use, disclose, publish, license, and commercialize aggregated, statistical, and de-identified data derived from Customer Data, Model Training Data, and Usage Metrics ("Aggregated Data"), for benchmarking, analytics, market and rate analysis, product development, marketing, and any other lawful purpose, provided that Aggregated Data does not identify Customer or any natural person. Provider owns all Aggregated Data.

(b) Provider Data Derived from Customer Data. Customer acknowledges that Provider compiles, verifies, corrects, and enriches Provider Data as defined in Section 3.4, and that Provider Data may be derived in part from Business Contact Information, document layouts and formats, and other non-personal information appearing in documents processed through the Platform. Customer’s grant in Section 8.12(b) and the acknowledgments in Section 8.12(d) extend to that use. Provider Data is Provider’s property in accordance with Section 3.4, and Customer’s rights and restrictions with respect to it are set forth in that Section.

(c) Survival. Provider’s rights under this Section 8.13 survive expiration or termination of this Agreement, and Provider may continue to use and retain Aggregated Data and Provider Data following expiration or termination.

8.14 Data Retention and Deletion. Provider may establish and modify retention periods for Customer Data within the Hosted Environment, including for logs, message histories, documents, images, and archived records, and may purge data exceeding those periods upon reasonable notice to Customer. Retention and deletion following expiration or termination are governed by Section 13.8. Provider’s retention of Usage Metrics, Model Training Data, Business Contact Information, Aggregated Data, and Provider Data is governed by Sections 3.4, 8.3, 8.12, and 8.13 and is not limited by this Section or by Section 13.8.

8.15 Privacy Policy and Data Processing Addendum. Provider’s privacy practices are described in the VirtueTMS Privacy Policy, and Provider’s processing of personal data on Customer’s behalf is further governed by the VirtueTMS Data Processing Addendum, each as published by Provider and each incorporated into this Agreement by reference. Provider may update either document from time to time in accordance with Section 14. Except where Applicable Law governing the processing of personal data requires otherwise, in the event of any conflict between this Agreement and the Privacy Policy or the Data Processing Addendum, this Agreement controls.

9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

9.1 Provider Intellectual Property. Ownership of the Platform, the Hosted Environment, Provider Data, the Documentation, and all intellectual property rights therein is governed by Sections 3.4 and 3.6. Provider additionally owns all right, title, and interest in and to its trademarks, service marks, trade names, logos, and branding, including the VirtueTMS name, logo, and product branding. Customer acquires no right to use any of the foregoing except as expressly permitted in writing by Provider, and shall not register, adopt, or use any mark, name, or domain that is confusingly similar to any of them.

9.2 Customer Intellectual Property. As between the Parties, Customer owns all right, title, and interest in and to Customer Data and to Customer’s trademarks, service marks, trade names, and logos. Customer grants Provider only those rights expressly set forth in Sections 3.7, 8.2, 8.3, 8.12, 8.13, and 9.11.

9.3 Confidential Information. "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, electronically, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Confidential Information of Provider includes: the Platform and its source code, object code, architecture, database schemas, and design; Provider Data; the Documentation; machine learning models, weights, extraction templates, and extraction logic; pricing, quotes, and the terms of this Agreement and of any Addendum A; product roadmaps; the identity of Provider Subprocessors; and security practices, configurations, and vulnerability information.

Confidential Information of Customer includes: Customer Data; Customer’s rates, margins, pricing structures, customer, broker, and carrier lists, and load and settlement data; and Customer’s business plans and operating methods.

The pricing, fees, billing basis, and other commercial terms set forth in any executed Addendum A are the Confidential Information of both Parties. The terms of this Agreement as published by Provider under Section 14.7 are not Confidential Information, and nothing in this Section restricts either Party from disclosing them.

Confidential Information includes trade secrets of the Disclosing Party, whether or not identified, marked, or designated as confidential or as a trade secret, and whether or not the Disclosing Party is aware at the time of disclosure that the information constitutes a trade secret. No failure to mark, designate, identify, or subsequently confirm in writing that information is confidential operates as a waiver of its confidential status or as a disclaimer of trade secret protection.

9.4 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction. These exclusions do not apply to Customer Data, which remains Confidential Information regardless. With respect to Provider Data, Section 3.4(b) governs the treatment of information originating from public records, and the exclusions in this Section do not apply to Provider’s selection, coordination, arrangement, verification, correction, enrichment, or compilation of Provider Data. The exclusion in clause (a) does not apply to information that becomes publicly available as a result of the Receiving Party’s own act or omission, and does not apply to a compilation of information merely because some or all of its individual components are publicly available.

9.5 Obligations. The Receiving Party shall: (a) not disclose the Disclosing Party’s Confidential Information to any third party except as permitted by this Section 9; (b) not use the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement; and (c) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, and in no event less than reasonable care.

9.6 Permitted Disclosures. Notwithstanding Section 9.5, the Receiving Party may disclose the Disclosing Party’s Confidential Information to:

(a) its employees, officers, members, managers, contractors, and Provider Subprocessors who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein;

(b) its attorneys, accountants, insurers, and other professional advisors, in each case bound by professional or contractual obligations of confidentiality;

(c) in the case of Provider, any collection agency, collections attorney, credit reporting agency, factoring company, or similar party engaged in connection with the collection or assignment of amounts owed by Customer under this Agreement, provided that Provider imposes confidentiality obligations on any such recipient to the extent commercially reasonable and, where it does not, discloses only the information reasonably necessary for that purpose. Provider may disclose such information regarding Customer’s account, payment history, and amounts outstanding as is reasonably necessary for collection;

(d) in the case of Provider, any card network, issuing bank, payment processor, or payment provider, as set forth in Section 4.12(c), which recipients are subject to their own confidentiality and data security obligations under applicable network rules and law;

(e) any actual or prospective acquirer, investor, lender, or successor in interest, or their advisors, in connection with a financing, merger, acquisition, sale of assets, or similar transaction, provided such party is bound by confidentiality obligations no less protective than those set forth herein; and

(f) in the case of Customer, any broker, shipper, consignee, factoring company, insurer, lender, accountant, bookkeeper, tax preparer, Lessee Carrier, or other counterparty, to the extent the disclosure consists of Customer’s own Customer Data and is made in the ordinary course of Customer’s transportation or accounting operations, including through any feature of the Platform designed for that purpose. Nothing in this Section 9 restricts Customer’s disclosure of its own Customer Data, and this subsection does not permit disclosure of Provider’s Confidential Information, which remains governed by Sections 3.3, 3.4, and 9.5.

9.7 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, subpoena, court order, or governmental authority, provided that, where legally permitted, it gives the Disclosing Party prompt written notice and reasonable cooperation, at the Disclosing Party’s expense, to enable the Disclosing Party to seek a protective order or other remedy. Disclosure made in compliance with this Section is not a breach of this Agreement.

Provider may, without notice to Customer where notice is prohibited or where Provider reasonably determines notice would compromise an investigation, disclose Customer Data or account information in response to lawful process from any federal, state, or local authority, including in connection with any transportation safety, enforcement, or regulatory matter.

9.8 Return or Destruction. Upon written request following expiration or termination of this Agreement, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information in its possession or control, except that: (a) each Party may retain copies contained in routine backups, archives, or logs made in the ordinary course, and copies required to be retained by Applicable Law or under Section 13; and (b) Provider’s retention and use of Usage Metrics, Model Training Data, Business Contact Information, Aggregated Data, and Provider Data is governed by Sections 3.4, 8.3, 8.12, and 8.13 and is not affected by this Section. Any retained material remains subject to this Section 9.

9.9 Duration. The obligations in this Section 9 survive expiration or termination of this Agreement for a period of five (5) years, except that obligations with respect to the following survive indefinitely, or for so long as the information remains a trade secret under Applicable Law, whichever is longer: (a) Provider’s source code, object code, architecture, database schemas, machine learning models, weights, extraction templates, and extraction logic; (b) Provider Data; (c) Customer Data; and (d) any information constituting a trade secret under Applicable Law.

9.10 Injunctive Relief. Each Party acknowledges that a breach of this Section 9, of Section 3.3 (Restrictions), or of Section 3.4 (Provider Data) may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching Party is entitled to seek injunctive and other equitable relief without the necessity of posting a bond or proving actual damages, in addition to any other remedy available at law or in equity. Nothing in this Section limits either Party’s right to pursue relief under Section 15.

9.11 Publicity.

(a) Aggregate and Anonymous Use. Provider may reference Customer’s use of the Platform in aggregate, anonymized form — including customer counts, volume statistics, and descriptions of customer types — without identifying Customer, and may use Aggregated Data in accordance with Section 8.13.

(b) Identifying Use. Subject to Sections 9.11(c) and 9.11(d), Customer grants Provider a non-exclusive, royalty-free, worldwide license to use Customer’s business name and logo to identify Customer as a customer of Provider, in customer lists, case studies, marketing materials, sales presentations, and on Provider’s website. This license is granted by Customer’s acceptance of this Agreement and continues until Customer opts out under Section 9.11(d).

(c) Businesses Named for an Individual. The license in Section 9.11(b) does not apply, and Provider will not use Customer’s business name or logo without Customer’s prior written consent, where Customer’s business name incorporates the personal name of any natural person, including where Customer is a sole proprietorship operating under an individual’s name or a business whose registered or trade name includes the given name or surname of any individual. Provider will not use the name, likeness, image, photograph, voice, or signature of any natural person, including any owner, Authorized User, or driver, for any marketing or promotional purpose without that individual’s prior written consent.

(d) Opt-Out. Customer may opt out of the license granted in Section 9.11(b) at any time, through account settings within the Platform or by written notice to Support@VirtueTMS.com. Upon opting out, Provider will cease further use of Customer’s name and logo within a reasonable period, provided that Provider is not required to remove Customer’s name or logo from materials already printed, distributed, or published, or from any archived or historical version of any material.

(e) Testimonials and Case Studies. Any testimonial, quotation, endorsement, or case study attributed to Customer or to any individual requires that party’s prior written consent, notwithstanding Section 9.11(b).

(f) Customer’s Use of Provider’s Marks. Customer may not use Provider’s trademarks, service marks, trade names, logos, or branding without Provider’s prior written consent, except that Customer may make accurate, factual reference to its use of the Platform in the ordinary course of its business.

(g) Press Releases. Neither Party shall issue any press release concerning this Agreement without the other Party’s prior written consent.

10. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

10.1 Customer Representations and Warranties. Customer represents and warrants that, as of the Effective Date and throughout the Subscription Term:

(a) it has the legal capacity and authority to enter into and perform this Agreement, and the individual accepting it is authorized to bind Customer as set forth in Section 1.4;

(b) it is a business accessing and using the Platform for business purposes as set forth in Section 1.5, and the registration and account information it provides is accurate, complete, and current as required by Sections 1.6 and 1.7;

(c) it holds, or operates under a valid lease to a party that holds, active operating authority applicable to the transportation activity it conducts using the Platform, as set forth in Section 1.7(b);

(d) it holds all rights, consents, authorizations, and lawful bases necessary to submit Customer Data to the Platform and to authorize Provider’s processing of it, as set forth in Sections 7.7 and 8.7;

(e) its use of the Platform complies and will comply with Applicable Law and with Sections 3.3, 3.4, 7.5, 7.6, and 7.8; and

(f) neither it nor its use of the Platform is subject to any order, injunction, or regulatory restriction that would prohibit or restrict its performance under this Agreement, and it is not subject to any restriction described in Section 7.12.

10.2 Provider Representations and Warranties. Provider represents and warrants that:

(a) it has the authority to enter into and perform this Agreement and to grant the rights set forth in Section 3.1;

(b) during the Subscription Term, the Platform will perform materially in accordance with the Documentation then made available by Provider; and

(c) it will not knowingly introduce into the Platform any virus, worm, time bomb, or other code designed to disable, damage, or permit unauthorized access to the Platform or Customer Data.

10.3 Scope of Section 10.2(b). The warranty in Section 10.2(b) does not apply to, and is expressly excluded with respect to: (a) any Beta Feature; (b) any AI Feature or AI Output, which is governed exclusively by Section 8.12(g); (c) any Integration, Third-Party Offering, or data received from any Third-Party Provider; (d) any period of Suspension, Partial Suspension, or maintenance; (e) any limit applied under Section 6.9; (f) any nonconformity arising from Customer Data, Customer’s systems, devices, connectivity, or configuration, or Customer’s use of the Platform other than in accordance with the Documentation or this Agreement; (g) any nonconformity arising from Customer’s failure to satisfy a requirement under Section 6.5(c) or to operate a current version of any application; (h) any translated content, which is governed exclusively by Section 16.18; or (i) any matter as to which Provider has expressly disclaimed a commitment elsewhere in this Agreement, including availability, uptime, response time, backup, recoverability, and security certification.

10.4 Exclusive Remedy for Breach of Section 10.2(b). In the event of a breach of Section 10.2(b), Provider’s sole obligation, and Customer’s sole and exclusive remedy, is for Provider to use commercially reasonable efforts to correct the nonconforming Platform within a reasonable period following written notice from Customer describing the nonconformity in sufficient detail to permit reproduction. Customer must provide such notice to Support@VirtueTMS.com within thirty (30) days after Customer first becomes aware, or reasonably should have become aware, of the nonconformity, and in no event more than one hundred eighty (180) days after the nonconformity first occurred. Any claim not so noticed is waived. If Provider is unable to correct the nonconformity using commercially reasonable efforts, Provider may terminate this Agreement upon written notice and refund the Subscription Fees paid by Customer for the then-current Billing Period, prorated on a daily basis from the date Customer gave notice. That refund is Customer’s sole monetary remedy under this Section. Section 12.5 applies to this Section.

10.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, THE PLATFORM, THE HOSTED ENVIRONMENT, THE SERVICES, PROVIDER DATA, THE DOCUMENTATION, ALL AI FEATURES AND AI OUTPUT, ALL INTEGRATIONS AND THIRD-PARTY OFFERINGS, ALL BETA FEATURES, AND ALL OTHER MATERIALS PROVIDED BY PROVIDER ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

10.6 Specific Disclaimers. WITHOUT LIMITING SECTION 10.5, PROVIDER DOES NOT WARRANT THAT:

(a) THE PLATFORM, THE HOSTED ENVIRONMENT, OR THE SERVICES WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME, TIMELY, SECURE, OR ERROR-FREE. CUSTOMER ACKNOWLEDGES THAT ACCESS MAY BE INTERRUPTED, DEGRADED, DELAYED, OR UNAVAILABLE, WITH OR WITHOUT NOTICE, AS A RESULT OF SCHEDULED OR EMERGENCY MAINTENANCE, UPDATES, PATCHING, MIGRATION, INFRASTRUCTURE WORK, SECURITY RESPONSE, CAPACITY CONSTRAINTS, RESOURCE LIMITS APPLIED UNDER SECTION 6.9, SUSPENSION, THE ACT OR OMISSION OF ANY THIRD-PARTY PROVIDER OR INFRASTRUCTURE PROVIDER, OR ANY FORCE MAJEURE EVENT;

(b) ANY DEFECT OR ERROR WILL BE CORRECTED, OR THAT ANY SUPPORT REQUEST WILL BE ANSWERED, RESOLVED, OR RESOLVED WITHIN ANY PARTICULAR TIME;

(c) THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT;

(d) ANY DATA, CALCULATION, MILEAGE, RATE, CHARGE, EXTRACTION, REPORT, DOCUMENT, INVOICE, OR OUTPUT GENERATED BY OR DISPLAYED WITHIN THE PLATFORM IS ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PURPOSE;

(e) ANY DOCUMENT, INVOICE, PACKET, NOTIFICATION, MESSAGE, OR TRANSMISSION GENERATED BY THE PLATFORM WILL BE DELIVERED TO, RECEIVED BY, ACCEPTED BY, OR ACTED UPON BY ANY BROKER, SHIPPER, CONSIGNEE, FACTORING COMPANY, INSURER, OR OTHER RECIPIENT, OR THAT ANY INVOICE WILL RESULT IN PAYMENT;

(f) ANY ALERT, NOTIFICATION, REMINDER, STATUS INDICATOR, BADGE, OR EXPIRATION WARNING WILL BE GENERATED, DELIVERED, DISPLAYED, OR TIMELY, OR THAT THE ABSENCE OF ANY OF THE FOREGOING INDICATES COMPLIANCE, VALIDITY, OR THE ABSENCE OF A CONDITION;

(g) THE PLATFORM OR CUSTOMER’S USE OF IT SATISFIES ANY REQUIREMENT OF APPLICABLE LAW, INCLUDING ANY REGULATION OF THE FEDERAL MOTOR CARRIER SAFETY ADMINISTRATION, THE U.S. DEPARTMENT OF TRANSPORTATION, OR ANY STATE OR FOREIGN AUTHORITY, OR ANY RECORDKEEPING, RETENTION, OR REPORTING OBLIGATION;

(h) CUSTOMER DATA WILL NOT BE LOST, CORRUPTED, OR RENDERED UNRECOVERABLE, OR THAT ANY BACKUP WILL BE AVAILABLE, COMPLETE, OR RESTORABLE;

(i) ANY INTEGRATION OR THIRD-PARTY OFFERING WILL BE AVAILABLE, FUNCTION AS INTENDED, OR CONTINUE TO BE OFFERED; OR

(j) ANY AI FEATURE WILL EXTRACT, DETECT, CLASSIFY, OR REPORT ANY PARTICULAR FIELD, VALUE, CHARGE, OR DATA ELEMENT, OR THAT ANY CONFIDENCE SCORE OR SIMILAR INDICATOR REFLECTS ACTUAL ACCURACY.

10.7 No Reliance. Customer acknowledges that it has not relied on any representation, warranty, statement, demonstration, projection, or promise not expressly set forth in this Agreement, including any made in any proposal, presentation, demonstration, advertisement, website content, marketing material, social media post, or communication by any representative of Provider. No statement made in any such material creates any warranty or modifies this Agreement, and Section 14 governs the sole means by which this Agreement may be modified.

10.8 Statutory Disclaimer. No provision of the Uniform Computer Information Transactions Act applies to this Agreement, whether or not enacted in any jurisdiction whose law governs its interpretation.

10.9 Allocation of Risk. Customer acknowledges that the disclaimers in this Section 10 and the limitations in Section 12 reflect a deliberate allocation of risk between the Parties, that the Subscription Fees are set in reliance on that allocation, and that Provider would not make the Platform available at those fees without them. Customer further acknowledges that it is responsible for maintaining operating procedures, records, and compliance measures that do not depend on the Platform, as set forth in Sections 6.4, 6.7, 7.5, and 8.12(g).

11. INDEMNIFICATION

11.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Provider, its affiliates, and their respective members, managers, officers, employees, contractors, and agents (collectively, the "Provider Indemnitees") from and against any and all third-party claims, demands, suits, actions, and proceedings, and all resulting losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs of defense) (collectively, "Losses"), arising out of or relating to:

(a) Customer Data, including its content, accuracy, legality, and Provider’s processing of it as authorized under this Agreement;

(b) Customer’s or any Authorized User’s use of the Platform, the Hosted Environment, Provider Data, or the Services, including any use in violation of Section 3.3 or Section 3.4;

(c) any transportation, brokerage, freight, dispatch, or logistics activity conducted, arranged, recorded, documented, invoiced, or tracked by Customer using the Platform, including any claim for personal injury, death, cargo loss or damage, or property damage;

(d) any claim by a broker, shipper, consignee, factoring company, insurer, lender, Lessee Carrier, or other third party arising from that party’s receipt of, access to, or reliance on any document, invoice, packet, portal, tracking link, status indicator, badge, tier, verification state, or other artifact generated by the Platform in connection with Customer’s account, including any claim that such artifact was inaccurate, incomplete, misleading, or unauthorized;

(e) Customer’s breach or alleged breach of Section 7.5 (Transportation Regulatory Compliance), including any claim relating to driver qualification, carrier selection, operating authority, insurance verification, hours of service, vehicle condition, cargo securement, or hazardous materials;

(f) Customer’s breach or alleged breach of Section 7.6 (Messaging and Communications Compliance), including any claim under the Telephone Consumer Protection Act, the CAN-SPAM Act, or any state messaging or telemarketing statute, and any carrier fine, penalty, or enforcement action;

(g) Customer’s breach or alleged breach of Section 7.7 (Consent to Data Collection; Driver and Personnel Data), Section 7.8 (Compliance with Law Generally), or Section 8.7 (Customer Privacy Compliance), including any claim relating to privacy, data protection, biometric information, vehicle or employee tracking, location privacy, employment, independent contractor classification, or wage and hour law;

(h) any claim by any driver, employee, contractor, or other individual whose information Customer submitted to the Platform or whose information the Platform collected in connection with Customer’s use, including any claim that required notice was not given or required consent was not obtained;

(i) any employment or personnel decision made by Customer, including any decision to hire, retain, qualify, disqualify, discipline, compensate, or terminate any driver or other individual, whether or not informed by the Platform or by any AI Output;

(j) Customer’s reliance on any AI Output, any data received from a Third-Party Provider, any compliance or verification data, or any calculation, extraction, report, invoice, or document generated by the Platform, including any failure by Customer to review and confirm AI Output as required by Section 8.12(g);

(k) Customer’s relationship with any Lessee Carrier, including any dispute described in Section 1.7(c)(5);

(l) Customer’s breach of Section 9 (Intellectual Property and Confidentiality); and

(m) any misrepresentation by Customer under Section 1.4, 1.5, 1.6, 1.7, or 10.1.

11.2 Indemnification by Provider. Provider shall defend, indemnify, and hold harmless Customer, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims alleging that the Platform, as provided by Provider and used by Customer in accordance with this Agreement, infringes or misappropriates any United States patent, copyright, trademark, or trade secret, and all resulting Losses.

11.3 Exclusions from Provider’s Indemnity. Provider has no obligation under Section 11.2 to the extent a claim arises out of or relates to: (a) Customer Data or any material, content, or information provided by Customer; (b) any modification to the Platform made by or on behalf of any party other than Provider; (c) the combination, operation, or use of the Platform with any hardware, software, data, service, Integration, or Third-Party Offering not provided by Provider, where the claim would not have arisen but for such combination; (d) Customer’s continued use of an allegedly infringing version of the Platform after Provider has made a non-infringing version available, or Customer’s failure to operate a current version as required by Section 6.5; (e) Customer’s use of the Platform in violation of this Agreement or Applicable Law; (f) any Custom Work performed to Customer’s specification or at Customer’s direction; (g) any Beta Feature; (h) any Third-Party Offering, Integration, or data received from any Third-Party Provider; or (i) any AI Output, including any claim arising from the content, values, text, images, or other material contained in or reproduced by AI Output rather than from the AI Feature itself. Without limiting the foregoing, Provider has no obligation under Section 11.2 with respect to any claim that AI Output infringes or misappropriates any intellectual property right where the allegedly infringing material originates in a document, image, or other Input submitted, uploaded, captured, or otherwise provided to the Platform by Customer or its Authorized Users, or received through an Integration Customer enabled. Customer acknowledges that AI Features extract, transcribe, classify, and reproduce content from Inputs, that Provider does not select, review, or control the content of any Input, and that responsibility for the content of Inputs and for any material reproduced from them in AI Output rests with Customer under Section 11.1(a) and Section 11.1(j).

11.4 Infringement Alternatives. If the Platform becomes, or in Provider’s reasonable judgment is likely to become, the subject of a claim under Section 11.2, Provider may, at its option and expense: (a) procure for Customer the right to continue using the Platform; (b) modify or replace the Platform so that it becomes non-infringing while retaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable in Provider’s judgment, terminate this Agreement upon written notice and refund the Subscription Fees paid by Customer for the then-current Billing Period, prorated on a daily basis from the effective date of termination. Sections 11.2 through 11.5 state Provider’s entire liability, and Customer’s sole and exclusive remedy, for any claim of infringement or misappropriation.

11.5 Relationship to Limitation of Liability.

(a) Customer’s Obligations Uncapped. Customer’s obligations under Section 11.1 are not subject to the limitation of liability set forth in Section 12.

(b) Provider’s Obligations Capped. Provider’s total aggregate liability under Section 11.2, including all Losses, defense costs, and settlement amounts, shall not exceed the total Subscription Fees paid by Customer under this Agreement during the twelve (12) month period immediately preceding the date the claim was first asserted, except where an executed Addendum A expressly provides otherwise. Sections 12.1 and 12.5 apply to Provider’s obligations under Section 11.2.

11.6 Indemnification Procedure. The Party seeking indemnification (the "Indemnified Party") shall: (a) give the indemnifying Party (the "Indemnifying Party") prompt written notice of the claim, provided that failure to give prompt notice relieves the Indemnifying Party of its obligations only to the extent it is materially prejudiced thereby; (b) grant the Indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense at its own expense using counsel of its choosing. The Indemnifying Party shall not enter into any settlement that imposes any liability, admission of fault, or non-monetary obligation on the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld.

11.7 Failure to Defend. If Customer fails to assume the defense of a claim for which it owes indemnification under Section 11.1 within a reasonable period following notice, Provider may defend the claim using counsel of its choosing, at Customer’s expense, and may settle it on any terms Provider reasonably determines appropriate. Customer shall reimburse Provider for all Losses so incurred within thirty (30) days of invoice, and Provider may charge Customer’s payment method on file for those amounts in accordance with Section 4.5(b).

11.8 Mitigation. Nothing in this Section relieves either Party of any duty to mitigate Losses that may be imposed by Applicable Law.

11.9 Survival. The obligations in this Section 11 survive expiration or termination of this Agreement with respect to any claim arising out of or relating to acts, omissions, or circumstances occurring during the Subscription Term or during any period in which Customer or its Authorized Users accessed the Platform.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST LOADS, LOST GOODWILL, BUSINESS INTERRUPTION, LOSS OF USE, COST OF SUBSTITUTE SERVICES, REGULATORY FINE OR PENALTY, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Limitation of Direct Damages. SUBJECT TO SECTIONS 12.3 AND 12.4, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED DOLLARS ($500.00). THIS LIMITATION IS CUMULATIVE AND NOT PER-INCIDENT, AND APPLIES ACROSS ALL CLAIMS IN THE AGGREGATE.

12.3 Data Security Super-Cap. NOTWITHSTANDING SECTION 12.2, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A SECURITY INCIDENT, OR PROVIDER’S BREACH OF SECTION 9 WITH RESPECT TO CUSTOMER DATA, SHALL NOT EXCEED THE GREATER OF: (A) TWO (2) TIMES THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00). THIS SECTION 12.3 STATES PROVIDER’S ENTIRE LIABILITY FOR ANY SUCH CLAIM.

12.4 Exclusions from Limitations. Sections 12.1 through 12.3 do not apply to:

(a) Customer’s obligation to pay Subscription Fees and other amounts due under this Agreement;

(b) Customer’s indemnification obligations under Section 11.1;

(c) Customer’s breach of Section 3.3 (Restrictions), Section 3.4 (Provider Data), or Section 9 (Intellectual Property and Confidentiality);

(d) either Party’s gross negligence, willful misconduct, or fraud; or

(e) any liability that cannot be limited or excluded under Applicable Law.

For the avoidance of doubt: Provider’s liability under Section 11.2 is limited as set forth in Section 11.5(b); Provider’s liability with respect to Customer Data and Section 9 is governed exclusively by Section 12.3; and Provider’s liability for Suspension is governed exclusively by Section 5.9(c).

12.5 Independent Allocations. The limitations and exclusions in this Section 12 apply notwithstanding the failure of any limited or exclusive remedy set forth in this Agreement, including the remedies in Sections 5.5(c), 5.9(c), 10.4, and 11.4, and shall be given full effect even if any such remedy is found to have failed of its essential purpose. Sections 12.1, 12.2, and 12.3 operate independently of one another, and the invalidity or unenforceability of any one shall not affect the others.

12.6 Basis of the Bargain. Customer acknowledges that the Subscription Fees reflect the allocation of risk set forth in this Agreement, that Provider would not make the Platform available on the pricing displayed on the VirtueTMS website without the limitations in this Section 12 and the disclaimers in Section 10, and that these provisions form an essential basis of the bargain between the Parties. Customer further acknowledges that it has the opportunity to obtain insurance covering the risks allocated to it under this Agreement, and that Provider’s pricing does not include the cost of insuring those risks.

12.7 Time Limitation on Claims. No claim arising out of or relating to this Agreement, the Platform, the Services, or the relationship between the Parties may be brought by either Party more than one (1) year after the date on which the claiming Party knew or reasonably should have known of the facts giving rise to the claim. This limitation applies regardless of the form or theory of the claim, whether characterized as breach of contract, breach of warranty, negligence, gross negligence, strict liability, fraud, misrepresentation, unjust enrichment, restitution, conversion, breach of fiduciary duty, statutory violation, or any other theory, and regardless of the label attached to it in any pleading, demand, or arbitration filing. The Parties intend this period to replace any longer period that would otherwise apply, and each Party knowingly waives the benefit of any longer statutory or common-law limitations period. This Section does not apply to: (a) claims for non-payment, which may be brought within the period permitted by Applicable Law; or (b) any claim as to which a shorter limitation period is not permitted under Applicable Law, in which case the shortest period permitted applies. The period in this Section is tolled during any informal resolution period under Section 15.1.

12.8 Application. The limitations and exclusions in this Section 12 apply to the benefit of each Party and its affiliates, and their respective members, managers, officers, directors, employees, contractors, and agents, and apply in the aggregate across all such persons. No claim may be brought against any individual member, manager, officer, employee, contractor, or agent of Provider arising out of or relating to this Agreement or the Platform.

12.9 Aggregate Application Across Accounts and Affiliates. Where Customer holds or has held more than one account, the limitations in Sections 12.2 and 12.3 apply in the aggregate across all such accounts and are not multiplied by the number of accounts. For this purpose, accounts are treated as those of a single Customer where they are associated with the same business, operating authority, or Lessee Carrier relationship, or where Provider reasonably determines that they are held or controlled by, or operated for the benefit of, the same person or persons, or by persons under common ownership or control. In making that determination Provider may associate accounts by business name, USDOT number, operating authority, beneficial ownership, business or residential address, telephone number, email address, payment method, device, or any other information reasonably available to it, applying the same factors set forth in Section 4.1(f). This Section applies whether the accounts were created concurrently or successively, whether any was created in violation of Section 1.7 or Section 3.2(d), and whether or not any account was established using accurate identifying information. Nothing in this Section limits Provider’s rights under Sections 4.1(f), 5.6, or 13.4.

13. TERMINATION, RETENTION, AND EFFECT OF TERMINATION

13.1 Term. This Agreement takes effect on the Effective Date and continues on a month-to-month basis until terminated in accordance with this Section 13.

13.2 Cancellation by Customer. Customer may cancel at any time, for any reason or no reason, without notice and without penalty, in accordance with Section 4.9. Cancellation takes effect at 11:59 p.m. Mountain Standard Time on the last day of the Billing Period in which Customer cancels, and this Agreement terminates on that date.

13.3 Termination by Provider for Convenience. Provider may terminate this Agreement for any reason or no reason upon thirty (30) days’ written notice to Customer. Where Provider terminates under this Section, Provider will refund the Subscription Fees paid by Customer for the then-current Billing Period, prorated on a daily basis from the effective date of termination. This Section does not apply to termination under Section 13.4 or 13.5, or to automatic termination under Section 5.2(d).

13.4 Termination by Provider for Cause. Provider may terminate this Agreement immediately upon written notice to Customer if:

(a) any amount remains past due for the period set forth in Section 5.2(d), in which case this Agreement terminates automatically at the end of that period. Provider will send Customer notice of the termination and of the date the Retention Period expires, at the email address associated with Customer’s account, promptly following termination. Termination under this subsection is effective whether or not such notice is sent or received, and Provider’s failure to send it does not extend the Retention Period, revive this Agreement, or give rise to any claim or remedy;

(b) Customer breaches Section 3.3 (Restrictions), Section 3.4 (Provider Data), Section 7.6 (Messaging and Communications Compliance), Section 7.12 (Export Control and Sanctions), or Section 9 (Intellectual Property and Confidentiality);

(c) verification fails as set forth in Section 5.5(b)(2);

(d) Customer initiates a chargeback in the circumstances described in Section 4.12(d);

(e) any circumstance described in Section 5.6 arises and Customer fails to cure it within ten (10) days of notice, or the circumstance is not capable of cure;

(f) Customer creates or maintains accounts in violation of Section 1.7, Section 3.2(d), or Section 4.1(f);

(g) Customer materially breaches any other provision of this Agreement and fails to cure within thirty (30) days of written notice describing the breach; or

(h) Provider reasonably determines that continued provision of the Services would violate Applicable Law, subject Provider to liability or regulatory action, or require Provider to breach an obligation to a Third-Party Provider.

13.5 Additional Termination Rights of Customer. Customer’s right to cancel at any time, for any reason or no reason, without notice and without penalty, is set forth in Section 4.9 and Section 13.2, and nothing in this Section 13.5 limits, conditions, or qualifies that right. Except as expressly set forth in an executed Addendum A, Customer is under no minimum term, commitment, or notice obligation of any kind.

In addition to that right, Customer may terminate this Agreement immediately, effective on the date of notice rather than at the end of the then-current Billing Period, if Provider materially breaches this Agreement and fails to cure within thirty (30) days of written notice describing the breach. Customer’s remedies are subject to Sections 5.9(c), 10.4, 11.4, and 12, and no matter as to which Provider has expressly disclaimed a commitment under this Agreement constitutes a material breach. Termination under this paragraph does not entitle Customer to a refund of Subscription Fees paid for the then-current Billing Period except as expressly provided in Section 10.4 or Section 11.4.

13.6 Discontinuation of the Platform by Provider. This Section applies only to Provider’s discontinuation of the Platform and does not limit Customer’s right to cancel under Section 4.9. Provider may discontinue the Platform in whole upon ninety (90) days’ written notice, in which case this Agreement terminates on the date specified in the notice and Provider will refund Subscription Fees paid for any period after that date. Provider will make the export function available throughout the notice period. Provider has no other obligation or liability in connection with any such discontinuation.

13.7 Effect of Termination. Upon expiration or termination of this Agreement:

(a) all rights granted to Customer under Section 3.1 terminate immediately, and Customer and its Authorized Users shall cease all access to and use of the Platform, the Hosted Environment, Provider Data, and the Documentation;

(b) all amounts owed by Customer become immediately due and payable, and Provider may charge Customer’s payment method on file for them in accordance with Section 4.5(b);

(c) Provider will cease issuing new tracking links, portal links, document links, shared views, and other externally accessible URLs in connection with Customer’s account. Tracking links and other external links already issued and active as of the effective date of Suspension, expiration, or termination remain accessible until they expire by their own terms. Provider is under no obligation to notify any recipient of any such link, to preserve any such link, or to keep any such link accessible. Notwithstanding the foregoing: (i) any external link that has not otherwise expired ceases to be accessible upon expiration of the Retention Period set forth in Section 13.8(a); (ii) Provider may revoke, disable, or allow to expire any external link at any time, in its sole discretion, including before it would otherwise expire; and (iii) Provider will revoke any external link where Provider reasonably determines that continued accessibility presents a risk described in Section 5.6 or that the link relates to a load, shipment, or record that has not been and will not be completed within the Platform;

(d) Provider will disable all Integrations associated with Customer’s account, and Customer is responsible for terminating its own accounts with any Third-Party Provider;

(e) Customer shall cease all use of Provider Data, in accordance with Section 3.4(d)(v), and the restrictions in Sections 3.3 and 3.4 continue to bind Customer; and

(f) Section 9 governs the return or destruction of Confidential Information.

13.8 Retention Period and Data Export.

(a) Retention Period. Provider will retain Customer Data for thirty (30) days following the later of (i) the effective date of expiration or termination of this Agreement, and (ii) the date Full Suspension was imposed under Section 5.2(c), Section 5.5, or Section 5.6, where such Suspension preceded termination (the "Retention Period").

(b) Export During the Retention Period; Customer’s Responsibility. During the Retention Period, Customer may export its Customer Data through the export function made available for that purpose, notwithstanding the termination of all other access. Customer is solely responsible for exporting all Customer Data it requires, and for doing so before the Retention Period expires. Provider’s making the export function available does not obligate Provider to export Customer Data on Customer’s behalf, to notify Customer that the Retention Period is expiring, to confirm that any export was completed or complete, or to verify the contents, format, or usability of any exported file. Export rights extend to Customer Data only and do not extend to Provider Data, as set forth in Section 3.4(e).

(c) Deletion. Following the Retention Period, Provider may permanently delete Customer Data, without further notice to Customer and without any obligation to confirm deletion or to offer any further opportunity to export. Customer acknowledges that deleted Customer Data cannot be recovered, that Provider has no obligation to retain, preserve, restore, or provide access to Customer Data after the Retention Period, and that the consequences of any failure by Customer to export Customer Data before the Retention Period expires rest solely with Customer, including with respect to any record Customer is required to retain under Applicable Law as described in Section 7.5(f).

(d) No Migration Assistance. Provider has no obligation to provide transition, migration, data conversion, formatting, or wind-down assistance beyond making the export function available. Provider may agree to provide such assistance only as Custom Work under Section 6.13.

(e) Customer’s Responsibility. Customer acknowledges that it is solely responsible for exporting and independently retaining all records it requires, including records it is required to retain under Applicable Law for periods extending beyond the Retention Period, as set forth in Section 7.5(f), and that the Retention Period is materially shorter than the retention periods imposed by transportation regulations. Provider’s obligations under this Section are not affected by any regulatory retention obligation applicable to Customer.

(f) Reinstatement During the Retention Period. Customer may start a new Subscription during the Retention Period in accordance with Section 4.9(f), in which case Customer’s account and Customer Data are restored. After the Retention Period, a new Subscription creates a new account with no Customer Data.

(g) Legal Holds and Required Retention. Notwithstanding this Section, Provider may retain Customer Data where required by Applicable Law, by subpoena or legal process, or where reasonably necessary in connection with an actual or anticipated claim, investigation, or dispute, for so long as necessary for that purpose. Any data so retained remains subject to Section 9.

(h) Data Not Subject to This Section. Provider’s retention and use of Usage Metrics, Model Training Data, Business Contact Information, Aggregated Data, Provider Data, Feedback, and logs retained under Section 7.11(a) is governed by Sections 3.4, 3.7, 7.11, 8.3, 8.12, and 8.13, survives expiration or termination, and is not affected by this Section 13.8 or by any deletion of Customer Data.

13.9 Backups. Customer acknowledges that Customer Data may persist in routine backups, archives, and disaster recovery systems for a period after deletion under Section 13.8(c), that such copies are not accessible to Customer, and that they are overwritten or expire in the ordinary course of Provider’s backup operations. Section 6.7 governs Provider’s backup practices.

13.10 No Liability for Termination. Neither Party is liable to the other for any damage arising from termination of this Agreement in accordance with its terms, and termination does not constitute a waiver of any other right or remedy. Except as expressly provided in Sections 5.5(c), 10.4, 11.4, 13.3, 13.6, and 16.12, no refund, credit, or offset is due upon termination.

13.11 Survival. The following provisions survive expiration or termination of this Agreement: Sections 1.5, 1.10, and 1.11; Section 2 (Definitions); Sections 3.3, 3.4, 3.6, 3.7, and 3.8; Sections 4.10, 4.11, 4.12, and 4.13; Section 5.9; Section 6.13 (as to Custom Work performed); Sections 7.5, 7.7(b), 7.8, 7.11, and 7.12; Sections 8.1, 8.3, 8.12, 8.13, 8.14, and 8.15; Section 9 (Intellectual Property and Confidentiality); Sections 10.5 through 10.9; Section 11 (Indemnification); Section 12 (Limitation of Liability); this Section 13; Sections 14.6, 14.7, and 14.11; Section 15 (Dispute Resolution); and Section 16 (General), together with any other provision that by its nature is intended to survive.

14. CHANGES TO THIS AGREEMENT

14.1 Provider May Modify This Agreement. Provider may modify, amend, supplement, or replace this Agreement at any time, in its sole discretion, in accordance with this Section 14. This Section is the exclusive means by which Provider may modify this Agreement, and Section 16.2 governs modifications by agreement of the Parties.

14.2 How Provider Gives Notice. Provider will give notice of any modification by one or more of the following: (a) email to the address associated with Customer’s account; (b) notice within the Platform, including on login or in the account settings area; (c) text message to the mobile number associated with Customer’s account; or (d) posting the modified Agreement on the VirtueTMS website with an updated "Last Updated" date. Notice by any one of these means is sufficient, and Provider is not required to give notice by more than one means. Provider is not required to give individual notice of a modification that does not materially affect Customer’s rights or obligations, and updating the "Last Updated" date on the posted Agreement is sufficient notice of any such modification.

14.3 Notice Period for Material Changes.

(a) Thirty Days. Provider will give at least thirty (30) days’ notice before a modification that materially reduces Customer’s rights or materially increases Customer’s obligations takes effect. Such a modification takes effect on the first (1st) day of the first Billing Period beginning after the notice period expires.

(b) Immediate Changes. Notwithstanding Section 14.3(a), a modification takes effect immediately upon notice where it: (i) does not materially reduce Customer’s rights or materially increase Customer’s obligations; (ii) is required by Applicable Law, by a court, regulator, or governmental authority, or by the terms or requirements of a Third-Party Provider, card network, or payment processor; (iii) is necessary to address a security risk, fraud, abuse, or an imminent risk of harm or legal liability; (iv) establishes or modifies the terms governing a new feature, module, Integration, Beta Feature, or optional service that Customer is not required to use and has not enabled, provided that the modification does not alter any term applicable to features Customer already uses; or (v) is favorable to Customer. Provider will give notice of any such modification as promptly as practicable.

(c) Subscription Fees. Changes to Subscription Fees are governed by Section 4.6 and not by this Section 14.3.

(d) Technical and Resource Limits. Changes to the limits described in Section 6.9 are governed by that Section, take effect immediately and without notice, and are not modifications of this Agreement for purposes of this Section 14.

14.4 Acceptance by Continued Use or Payment. Customer’s continued access to or use of the Platform on or after the effective date of a modification constitutes Customer’s acceptance of the modified Agreement. Payment of any Subscription Fee, or the successful charge of Customer’s payment method, on or after the effective date of a modification likewise constitutes acceptance, whether or not Customer has accessed the Platform during that period. Customer is not required to click, sign, or otherwise separately accept a modification for it to become binding, and Provider may but is not obligated to present a modification for Customer’s affirmative acceptance. Where Provider does present a modification for affirmative acceptance, Provider may condition continued access to the Platform on that acceptance.

14.5 Customer’s Right to Reject. Except as provided in Section 14.8, Customer’s sole and exclusive remedy if it does not agree to a modification is to cancel in accordance with Section 4.9 before the modification takes effect. Cancellation on that basis is governed by Sections 4.9 and 13.2, including the provisions regarding access through the end of the then-current Billing Period and the absence of any refund for unused days. Customer may not reject a modification and continue to use the Platform under the prior version of this Agreement, and Provider is under no obligation to make any prior version of this Agreement available to any Customer.

14.6 Prospective Effect. A modification applies prospectively from its effective date. No modification applies retroactively to any claim, dispute, or cause of action that arose, or to any act or omission that occurred, before its effective date, except that Section 15 applies as set forth in Section 14.8.

14.7 Version Control. The version of this Agreement in effect at any time is the version then posted on the VirtueTMS website, bearing the most recent "Last Updated" date. That posted version supersedes all prior versions and controls over any copy, screenshot, print, cached version, or reproduction Customer or any third party may hold. Provider may but is not obligated to maintain an archive of prior versions.

14.8 Dispute Resolution Changes. Notwithstanding Sections 14.4 and 14.5, Provider will give at least thirty (30) days’ notice before any modification to Section 15 (Dispute Resolution) that materially changes the arbitration agreement, the class action waiver, or the venue provisions takes effect. Customer may reject such a modification, and retain the version of Section 15 then in effect, by giving written notice to Support@VirtueTMS.com within thirty (30) days of Provider’s notice. A rejection under this Section applies only to Section 15 and does not affect any other modification, does not entitle Customer to reject any other change, and does not affect Customer’s Subscription, which continues under the modified Agreement in all other respects. If Customer does not so notify Provider, or continues to use the Platform after the effective date without rejecting, the modified Section 15 applies.

14.9 Incorporated Documents. Provider may modify the Privacy Policy, the Data Processing Addendum, and any other document incorporated into this Agreement by reference, in accordance with this Section 14. Section 8.15 governs conflicts between this Agreement and any such document.

14.10 Addendum A. An executed Addendum A may be modified only by a writing executed by both Parties, or by Customer’s acceptance of a revised Addendum A presented within the Platform in accordance with Section 3.2(f). Provider may modify this Agreement in accordance with this Section 14 notwithstanding the existence of an executed Addendum A, and any such modification applies to Customer except as to matters expressly addressed in that Addendum A, in accordance with Section 1.10.

14.11 No Waiver by Modification. Provider’s modification of this Agreement does not waive any right, claim, or remedy arising under any prior version, and does not affect any obligation of Customer that accrued before the modification took effect.

15. DISPUTE RESOLUTION

15.1 Informal Resolution First. Before initiating any arbitration or legal proceeding, the initiating Party shall send the other a written Notice of Dispute describing the dispute, the relief sought, and the basis for it. Customer shall send its Notice of Dispute to Support@VirtueTMS.com; Provider shall send its Notice of Dispute to the email address associated with Customer’s account. The Parties shall attempt in good faith to resolve the dispute informally for sixty (60) days following delivery of the Notice, including by telephone or videoconference if either Party requests. Neither Party may initiate arbitration or any proceeding until that period has expired. The statute of limitations and any contractual limitation period, including Section 12.7, are tolled from the date the Notice of Dispute is delivered until the earlier of (i) the expiration of the sixty (60) day period, and (ii) the date the Parties agree in writing that informal resolution has concluded. Compliance with this Section is a condition precedent to commencing arbitration, and either Party may seek to have a proceeding stayed or dismissed for failure to comply.

For the avoidance of doubt, a Party complies with this Section by delivering a Notice of Dispute, participating in good faith during the period, and initiating arbitration at any time after the period expires. Delay in initiating arbitration beyond the expiration of that period is not a failure to comply with this Section and does not affect Provider’s obligation under Section 15.7(b). Either Party may agree in writing to shorten the period, and the Parties may continue informal discussions after it expires without either Party waiving any right.

15.2 Agreement to Arbitrate. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED AND LIMITS THE WAYS CUSTOMER CAN SEEK RELIEF.

Except as set forth in Section 15.3, any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, the Services, or the relationship between the Parties — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after termination — shall be resolved by final and binding individual arbitration, and not in a court of law. The Parties waive the right to a trial by jury and the right to participate in a class, collective, consolidated, or representative proceeding, except as set forth in Sections 15.8 and 15.9. This Agreement evidences a transaction in interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of this Section 15.

15.3 Exceptions. This Section 15 does not require arbitration of:

(a) any claim brought in a small claims court of competent jurisdiction, so long as the claim remains in that court and is brought on an individual and non-class basis;

(b) any action seeking temporary, preliminary, or permanent injunctive or other equitable relief under Section 9.10, including with respect to Section 3.3 (Restrictions), Section 3.4 (Provider Data), or Section 9 (Intellectual Property and Confidentiality), which may be brought in the courts identified in Section 15.12;

(c) any claim of infringement or misappropriation of intellectual property; or

(d) any individual claim that Applicable Law provides may not be compelled to arbitration.

Either Party’s filing of an action described in this Section 15.3 does not waive the right to arbitrate any other claim.

15.4 Arbitration Rules and Administrator. Arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules and, where the amount in controversy qualifies, its Expedited Procedures, each as in effect when arbitration is commenced, except as modified by this Section 15. If the AAA is unavailable or unwilling to administer the arbitration consistent with this Section, the Parties shall agree on an alternative administrator, and failing agreement, either Party may petition a court of competent jurisdiction to appoint one. A single arbitrator shall preside.

15.5 Location and Format. Arbitration shall be seated in Maricopa County, Arizona. Where the amount in controversy is less than $25,000, the arbitration shall be conducted by written submission or by telephone or videoconference unless the arbitrator determines an in-person hearing is necessary. Where an in-person hearing is held and Customer requests, the arbitrator may direct that it be held in the county of Customer’s principal place of business.

15.6 Arbitrator’s Authority. The arbitrator has exclusive authority to resolve all disputes concerning the interpretation, applicability, enforceability, and scope of this Section 15, except that a court of competent jurisdiction has exclusive authority to decide the enforceability of Sections 15.8 and 15.9. The arbitrator may award any relief available in an individual action under Applicable Law and this Agreement, is bound by Sections 10, 11, and 12, and may not award relief against or on behalf of anyone who is not a party to the arbitration. The arbitrator shall issue a written, reasoned award. Judgment on the award may be entered in any court of competent jurisdiction.

15.7 Arbitration Fees and Costs.

(a) Allocation. Except as provided in Section 15.7(b), each Party bears its own attorneys’ fees and costs, and administrative and arbitrator fees are allocated in accordance with the applicable rules.

(b) Provider Pays for Smaller Claims. Where Customer initiates arbitration in compliance with Section 15.1 and the amount in controversy is less than ten thousand dollars ($10,000), Provider will pay all filing, administrative, and arbitrator fees in excess of what Customer would have paid to file the same claim in the Superior Court of Maricopa County, Arizona. This Section does not apply where the arbitrator determines the claim was frivolous or brought for an improper purpose, or where Section 15.9 applies.

(c) Fee Shifting. Nothing in this Section limits either Party’s right to recover attorneys’ fees and costs where authorized by Applicable Law, including A.R.S. § 12-341.01, or by this Agreement, and the arbitrator may award them accordingly.

(d) Settlement Offers. If the arbitrator awards Customer an amount no greater than Provider’s last written settlement offer made after the Notice of Dispute, Provider’s obligation under Section 15.7(b) ceases as of the date of that offer.

15.8 Class Action Waiver. CUSTOMER AND PROVIDER EACH AGREE THAT ALL CLAIMS SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate the claims of more than one person, may not preside over any form of class or representative proceeding, and may not award relief to anyone who is not a party to the arbitration. If this Section 15.8 is found unenforceable as to any claim or request for relief, that claim or request shall be severed and resolved in the courts identified in Section 15.12, and all remaining claims shall proceed in arbitration.

15.9 Coordinated Filings. If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against Provider by or with the assistance of the same counsel or coordinated group within a ninety (90) day period, the Parties agree that such demands shall be administered in sequential batches of no more than fifty (50), with each batch resolved before the next is filed, and that the applicable administrator shall administer them accordingly and assess filing and administrative fees on a per-batch rather than per-case basis. The limitations period for any demand held pending under this Section is tolled while it is held. This Section does not affect Section 15.8, and no demand shall be consolidated with any other for purposes of adjudication. If the applicable administrator declines or is unable to administer demands in accordance with this Section, the Parties shall select an alternative administrator willing to do so in accordance with the procedure set forth in Section 15.4, and pending that selection, the demands shall be held and the limitations period for each shall remain tolled. If no administrator willing to administer the demands in accordance with this Section can be identified, this Section 15.9 does not apply, and the affected demands proceed under Section 15.4, without affecting Section 15.8 or any other provision of this Section 15.

15.10 Jury Trial Waiver. To the extent any dispute is not subject to arbitration under this Section 15, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY in any action arising out of or relating to this Agreement.

15.11 Confidentiality of Proceedings. The Parties shall maintain the confidentiality of any arbitration, including the existence of the proceeding, all submissions, and the award, except as necessary to enforce or challenge the award, to comply with Applicable Law, or to disclose to a Party’s attorneys, accountants, insurers, or auditors under obligations of confidentiality. This Section does not prohibit either Party from disclosing information it is otherwise entitled to disclose, and does not restrict Customer from communicating with any government or regulatory authority.

15.12 Governing Law and Venue. This Agreement is governed by the laws of the State of Arizona, without regard to its conflict of laws principles, except that the Federal Arbitration Act governs Section 15.2. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any action not subject to arbitration shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and each Party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection based on forum non conveniens. This Section does not limit the exception preserved by Section 15.3(a), and a claim properly brought in a small claims court of competent jurisdiction, on an individual and non-class basis, may be brought in that court notwithstanding this Section.

15.13 Right to Opt Out of Arbitration. Customer may opt out of Sections 15.2 through 15.11 by sending written notice to Support@VirtueTMS.com within thirty (30) days of the date Customer’s account is created, stating Customer’s name, account email, and that Customer opts out of arbitration. The opt-out right expires at 11:59 p.m. Mountain Standard Time on the thirtieth (30th) day following account creation, and no opt-out submitted after that time is effective for any purpose. Account creation occurs when Customer first accepts this Agreement under Section 1.2, and the opt-out period is not extended, renewed, or restarted by commencement of a paid Subscription following a Free Trial, by any modification of this Agreement under Section 14, by any change in Account Type, by cancellation and resubscription, or by the creation of any additional account associated with the same business or operating authority.

Opting out does not affect any other provision of this Agreement, including Sections 15.1, 15.10, and 15.12, and does not affect Customer’s Subscription, Account Type, Subscription Fees, or access to the Platform. Provider will not terminate, suspend, restrict, penalize, or alter the terms applicable to any Customer on account of an opt-out under this Section.

A Customer who opts out may bring claims only on an individual and non-class basis. Such a Customer retains the right, preserved by Section 15.3(a), to bring any qualifying claim in a small claims court of competent jurisdiction, including in the jurisdiction of Customer’s own principal place of business, and Section 15.12 does not require any claim so brought to be filed in Maricopa County, Arizona. All other claims brought by a Customer who has opted out shall be brought in the courts identified in Section 15.12. Opting out of a modification to this Section under Section 14.8 is separate from and does not constitute an opt-out under this Section.

15.14 Severability. If any portion of this Section 15 other than Section 15.8 is found unenforceable, that portion shall be severed and the remainder enforced. If Section 15.8 is found unenforceable as to all claims, Sections 15.2 through 15.9 shall be null and void in their entirety, and Section 15.12 shall govern all disputes.

15.15 Survival. This Section 15 survives expiration or termination of this Agreement and Customer’s cessation of use of the Platform.

16. GENERAL

16.1 Entire Agreement. This Agreement, together with any executed Addendum A, the Privacy Policy, and the Data Processing Addendum, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, quotes, demonstrations, representations, and understandings, whether written or oral. Section 10.7 governs Customer’s reliance on statements outside this Agreement.

The documents so incorporated do not have equal rank. Precedence among them is governed by Section 1.10 as to any executed Addendum A, and by Section 8.15 as to the Privacy Policy and the Data Processing Addendum. Nothing in this Section 16.1 alters, flattens, or overrides the order of precedence established by those Sections, and no incorporated document modifies this Agreement except as those Sections expressly provide.

16.2 Amendment. Provider may modify this Agreement only in accordance with Section 14. No other amendment, and no waiver of any provision, is effective unless in writing and signed by both Parties, except that an Addendum A may be accepted electronically as provided in Section 3.2(f). No course of dealing, course of performance, or usage of trade modifies this Agreement.

16.3 Waiver. No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving Party, and applies only to the specific instance and purpose for which it is given.

16.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties’ intent, or if modification is not possible, severed, and the remaining provisions continue in full force. Section 15.14 governs severability within Section 15.

16.5 Assignment. Customer may not assign, delegate, or transfer this Agreement or any right or obligation under it, whether by operation of law, change of control, merger, sale of assets, or otherwise, without Provider’s prior written consent. Any purported assignment in violation of this Section is void. Sale, transfer, or reorganization of Customer’s business does not transfer Customer’s account or Customer Data; the acquiring party must create its own account and accept this Agreement, and Customer remains responsible for exporting its Customer Data in accordance with Section 13.8. Provider may assign this Agreement in whole or in part, without notice or consent, to an affiliate or in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of its assets or the business to which this Agreement relates. This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns.

16.6 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, fiduciary, or employment relationship. Neither Party has authority to bind the other or to incur obligations on the other’s behalf. Provider is not the employer, joint employer, or co-employer of any Authorized User, as set forth in Section 7.7(f).

16.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No other person, including any Authorized User, driver, broker, shipper, consignee, factoring company, insurer, Lessee Carrier, or Third-Party Provider, has any right, benefit, or remedy under it, except that the Provider Indemnitees identified in Section 11.1 and the persons identified in Section 12.8 may enforce the provisions expressly made for their benefit.

16.8 Notices.

(a) To Customer. Provider may give notice by email to the address associated with Customer’s account, by text message to the mobile number associated with Customer’s account, or by posting within the Platform. Notice is effective when sent or posted, whether or not Customer opens or reads it. Customer is responsible for maintaining current contact information under Section 1.8(e).

(b) To Provider. Customer shall give notice to Support@VirtueTMS.com, except that notice of a dispute under Section 15.1 and any opt-out under Section 14.8 or Section 15.13 must also be sent to that address and is effective only upon Provider’s receipt. Notice to any other address, individual, or channel — including social media, direct message, or personal contact with any employee or contractor of Provider — is not effective.

(c) Legal Process. Service of legal process on Provider must be made on LK Technologies LLC through its registered agent in the State of Arizona, and email notice under Section 16.8(b) does not constitute service of process.

16.9 Non-Solicitation. During the Subscription Term and for twelve (12) months thereafter, neither Party shall directly or indirectly solicit for employment or engagement any employee or contractor of the other Party with whom it had contact in connection with this Agreement, without the other Party’s prior written consent. This Section applies only where Customer holds a Small Fleet Account or an Enterprise Suite Account under an executed Addendum A, and does not apply to an Owner-Operator Account. This Section does not restrict general solicitations not targeted at the other Party’s personnel, including job postings and recruitment advertising, or the hiring of any person who responds to such a general solicitation or who initiates contact independently.

16.10 Insurance. Customer shall maintain, at its own expense, insurance coverage appropriate to its transportation operations and to the risks allocated to it under this Agreement, including auto liability, cargo, and general liability coverage in amounts required by Applicable Law and by its contractual counterparties. Provider is not required to maintain any insurance for Customer’s benefit, is not obligated to be named as an additional insured, and does not verify Customer’s insurance as set forth in Section 7.5(c).

16.11 Interpretation. Section headings are for convenience only and do not affect interpretation. "Including" and "includes" mean "including without limitation." "Or" is not exclusive. "Days" means calendar days unless otherwise stated. References to a Section are to a Section of this Agreement. The singular includes the plural and vice versa. This Agreement shall not be construed against either Party as drafter, and Customer acknowledges it has had the opportunity to review this Agreement and to consult counsel before accepting it.

16.12 Force Majeure. Neither Party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, severe weather, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor dispute, embargo, government action or order, or the act, omission, outage, or failure of any Third-Party Provider. Force Majeure Events expressly include, without limitation: ransomware, malware, supply-chain compromise, credential-stuffing or other large-scale attack, cyberattack, and denial of service attack, whether directed at a Party or at any provider on which a Party depends; the failure, degradation, throttling, deprecation, rate limitation, suspension, or discontinuation of any cloud, hosting, compute, storage, database, or content delivery service, or of any region, availability zone, or data center thereof; the failure or unavailability of the internet, of any internet backbone, exchange, transit, peering, routing, or domain name service, or of any telecommunications, cellular, satellite, or electrical power service; and the failure, outage, degradation, model change, deprecation, capacity restriction, policy change, licensing change, or discontinuation of any artificial intelligence, machine learning, optical character recognition, document processing, mapping, telematics, messaging, payment, or compliance data service or provider (each, a "Force Majeure Event"). The affected Party shall notify the other as promptly as practicable and shall use commercially reasonable efforts to resume performance. Customer’s obligation to pay Subscription Fees and other amounts due is not excused by any Force Majeure Event. If a Force Majeure Event materially prevents Provider from providing the Services for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice, and Provider will refund Subscription Fees paid for the portion of the then-current Billing Period following the effective date of termination. Nothing in this Section limits Customer’s right to cancel at any time in accordance with Section 4.9, including through account settings within the Platform, and Customer may exercise that right during a Force Majeure Event.

16.13 Compliance with Anti-Corruption Laws. Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.

16.14 U.S. Government End Users. The Platform is "commercial computer software" and the Documentation is "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Any use, duplication, or disclosure by the U.S. Government is subject solely to the terms of this Agreement.

16.15 Language. This Agreement is executed in the English language, which controls in all respects. Any translation is for convenience only. Section 16.18 governs translation of the Platform.

16.16 Counterparts and Electronic Acceptance. This Agreement is accepted electronically in accordance with Sections 1.2 and 1.8. Any Addendum A may be executed in counterparts, including by electronic signature or by acceptance within the Platform, each of which is an original and all of which together constitute one instrument.

16.17 Cumulative Remedies. Except where this Agreement expressly provides that a remedy is sole and exclusive, all rights and remedies of the Parties under this Agreement are cumulative and in addition to all other rights and remedies available at law or in equity.

16.18 Language Selection and Translation.

(a) Translated Interface. The Platform may be made available in languages other than English. Customer and its Authorized Users may select a preferred language where that option is offered. Translations of the Platform’s interface, labels, menus, notifications, messages, help content, and other displayed text are produced in whole or in part by automated translation technology and by third-party translation providers, and are not reviewed, verified, or certified by Provider.

(b) Translations Are Provided "AS IS." All translated content is provided "AS IS," without warranty of any kind. Provider does not represent or warrant that any translation is accurate, complete, current, faithful to the English original, or free of error, omission, ambiguity, or mistranslation, and Sections 10.5 and 10.6 apply to all translated content. Customer acknowledges that automated translation produces errors in the ordinary course, including errors that reverse, negate, or materially alter meaning, and that industry-specific, regulatory, safety, and technical terminology is particularly susceptible to mistranslation.

(c) English Controls. The English-language version of the Platform’s interface and content is the authoritative version and controls in all respects. Where any translated content conflicts with, differs from, or is inconsistent with the corresponding English content, the English content governs. Customer shall consult the English version where accuracy is material, and Provider makes the English version available at all times.

(d) Scope of Translation. Translation is offered only within the Platform’s web and mobile applications. The following are provided in English only and are not translated by Provider: this Agreement, any Addendum A, the Privacy Policy, the Data Processing Addendum, and all notices given under this Agreement; the VirtueTMS website and all marketing, sales, and promotional materials; and all support correspondence, unless Provider agrees otherwise in a particular case.

Section 16.15 governs. Any translation of any of the foregoing obtained by Customer from any source, including any browser, device, operating system, or third-party translation function, is unofficial, is not provided or endorsed by Provider, and has no legal effect. Customer represents that it is able to read and understand this Agreement in English, or has obtained assistance sufficient to do so, and that it has not relied on any translation in accepting it.

(e) Outbound Documents and Third-Party Surfaces. Documents, records, and interfaces generated by the Platform and made available to persons other than Customer and its Authorized Users — including invoices, factoring packets, generated PDFs, rate confirmations, bills of lading, tracking links, and broker or counterparty portals — are generated in English regardless of the language Customer or any Authorized User has selected, unless Provider expressly provides otherwise. Customer acknowledges that its language selection governs the display of the Platform to Customer and its Authorized Users only, and does not govern the language of any artifact transmitted to or accessed by any third party.

(f) Content Not Translated. Provider does not translate Customer Data. Pickup and delivery addresses, location and place names, business and party names, equipment and identification numbers, rates, charges, and all other values entered by Customer or its Authorized Users or extracted by AI Features are stored, displayed, and transmitted in the language and form in which they were submitted or extracted, and are not altered by any language selection. Section 8.12(g) applies to any AI Output regardless of language. Customer remains solely responsible under Section 7.4 for the accuracy of all Customer Data.

(g) Safety, Compliance, and Regulatory Content. Customer shall not rely on any translated content for any safety, compliance, regulatory, hazardous materials, hours-of-service, insurance, credential, financial, or legal purpose, and shall consult the English version and the applicable authoritative source in every such case. Sections 7.5 and 10.6(g) apply regardless of the language in which content is displayed.

(h) No Liability. Provider has no liability arising from any translation or mistranslation of any content, from Customer’s or any Authorized User’s reliance on translated content, or from Customer’s or any Authorized User’s selection of any language other than English. Provider may add, modify, or discontinue support for any language at any time in accordance with Section 6.8.

(i) Third-Party Translation Providers. Translation may be performed by Third-Party Providers, which are Provider Subprocessors under Section 8.8. Sections 8.10(b) and 8.10(e) apply to translation services and their output.

16.19 Contact. LK Technologies LLC, Scottsdale, Arizona. Support and notices: Support@VirtueTMS.com.