Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between you and AltaForm LLC (“AltaForm,” “we,” “us,” or “our”) regarding your access to and use of Derekto.

Derekto is a transportation management software platform owned and operated by AltaForm LLC. References in these Terms to “Derekto” or the “Service” include the Derekto website, web application, mobile applications, APIs, software, documentation, features, communications, and related services provided by AltaForm.

Please read these Terms carefully.

BY CREATING AN ACCOUNT, CLICKING A BUTTON INDICATING ACCEPTANCE, SIGNING OR ACCEPTING AN ORDER, ACCESSING THE SERVICE, OR USING ANY PART OF THE SERVICE, YOU AGREE TO THESE TERMS.

If you access or use the Service on behalf of a company or another legal entity, you represent that you have authority to bind that entity. In that case, “Customer” and “you” refer to that entity and its authorized users.

If you do not agree to these Terms, do not access or use the Service.

1. Business Use and Eligibility

The Service is intended for business and professional use. It is not intended primarily for personal, family, or household use.

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Service.

You may use the Service only for lawful business purposes and in compliance with these Terms and all applicable laws and regulations.

2. Orders and Additional Agreements

Your subscription may be established through:

• an online checkout or subscription page;
• an order form, proposal, quote, or sales agreement;
• an early-access or founder offer;
• a separate written agreement signed by AltaForm and Customer; or
• another ordering process approved by AltaForm.

Each such arrangement is referred to as an “Order.”

An Order may describe subscription length, pricing, fleet size, included features, usage limits, implementation services, support, discounts, or other commercial terms.

If an Order or separately signed master services agreement expressly conflicts with these Terms, the signed Order or master services agreement will control only with respect to that conflict.

Customer purchase decisions are not contingent on the delivery of any future feature, functionality, integration, product roadmap item, or statement about future development unless expressly stated in a signed agreement.

3. Access to the Service

Subject to Customer’s compliance with these Terms and payment of all applicable fees, AltaForm grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Service during the applicable subscription term solely for Customer’s internal business operations.

Customer may permit its employees, drivers, contractors, dispatchers, administrators, accountants, safety personnel, and other approved users to access the Service as authorized users.

Customer may not provide access to the Service to any person who is not an authorized user acting on Customer’s behalf.

No rights are granted except those expressly stated in these Terms.

4. Accounts and Authorized Users

Customer is responsible for:

• providing accurate account information;
• designating account administrators;
• determining appropriate user roles and permissions;
• maintaining the confidentiality of usernames, passwords, authentication codes, API credentials, and other access credentials;
• promptly removing access for users who are no longer authorized;
• all activity conducted through Customer’s account; and
• ensuring that every authorized user complies with these Terms.

An account administrator may be able to add or remove users, access Customer Data, change permissions, configure integrations, manage billing, and perform other administrative functions.

AltaForm is not responsible for Customer’s internal administration of its account or for actions taken by a person who obtained access through Customer’s credentials or account settings.

Customer must promptly notify AltaForm if it discovers or reasonably suspects unauthorized access, compromised credentials, or another security incident involving the Service.

5. Customer Responsibilities

Customer is solely responsible for its business operations and for all decisions made using the Service.

Customer is responsible for:

• the accuracy, legality, and completeness of Customer Data;
• verifying information entered, imported, extracted, calculated, generated, or displayed through the Service;
• maintaining appropriate business records and independent backups;
• obtaining all licenses, registrations, permits, insurance, approvals, and authorizations required for its operations;
• complying with contracts involving brokers, shippers, consignees, carriers, drivers, contractors, and other parties;
• supervising its employees, drivers, contractors, and authorized users; and
• complying with all applicable transportation, employment, privacy, tax, safety, and commercial laws.

Customer must use reasonable judgment and independent verification before relying on information displayed by the Service.

6. Transportation Management Disclaimer

Derekto is a software platform. AltaForm is not acting as:

• a motor carrier;
• freight broker;
• freight forwarder;
• dispatcher;
• shipper;
• consignee;
• insurance provider;
• factoring company;
• payroll provider;
• tax preparer;
• accounting firm;
• law firm;
• safety consultant; or
• regulatory compliance provider.

AltaForm does not take possession, custody, or control of freight and does not arrange, dispatch, transport, tender, accept, reject, secure, inspect, insure, or deliver freight on Customer’s behalf.

Customer remains solely responsible for its loads, drivers, vehicles, trailers, equipment, customers, contracts, rates, appointments, routes, permits, cargo, insurance, billing, collections, settlements, taxes, and regulatory compliance.

The Service does not guarantee:

• the availability or suitability of any load;
• that a broker, customer, shipper, carrier, or other party will perform its obligations;
• payment of an invoice, rate confirmation, detention request, accessorial charge, or other amount;
• the accuracy or creditworthiness of a third party;
• delivery times, appointment availability, estimated arrival times, or transit times;
• the legality or safety of a route;
• the availability of parking, fuel, repairs, permits, or other transportation services; or
• the outcome of any inspection, audit, claim, dispute, or regulatory proceeding.

Customer is responsible for independently reviewing and approving all operational decisions.

7. Regulatory and Safety Compliance

Customer is solely responsible for compliance with all laws and regulations applicable to its transportation operations, including, where applicable:

• Federal Motor Carrier Safety Administration requirements;
• United States Department of Transportation requirements;
• hours-of-service rules;
• driver qualification requirements;
• vehicle inspection, maintenance, and repair requirements;
• cargo securement requirements;
• hazardous materials requirements;
• commercial driver licensing requirements;
• drug and alcohol testing requirements;
• insurance and financial responsibility requirements;
• International Fuel Tax Agreement reporting;
• state mileage and highway-use taxes;
• oversize and overweight permits;
• employment and independent-contractor laws;
• payroll and tax withholding requirements; and
• record-retention requirements.

Unless expressly identified in an Order as a certified electronic logging device service, Derekto is not an electronic logging device and may not be used as a substitute for any legally required electronic logging system or record.

Derekto does not monitor emergencies and must not be used as an emergency response, collision response, roadside assistance, theft-prevention, or life-safety system.

Customer and its drivers must not interact with the Service while operating a vehicle unless such interaction is lawful and can be performed safely. Drivers must follow road signs, law-enforcement directions, permit restrictions, weather conditions, and actual road conditions regardless of information displayed by the Service.

8. Routes, Maps, Mileage, and Location Information

The Service may provide maps, routing, mileage estimates, location information, geofence events, estimated arrival times, or other geographic information.

This information may be based on Customer Data, mobile-device signals, third-party providers, internet connectivity, device settings, algorithms, or other sources. It may be delayed, incomplete, unavailable, or inaccurate.

Routes and mileage shown in Derekto are estimates and may differ from:

• actual miles traveled;
• paid miles;
• practical miles;
• household-goods miles;
• permit routes;
• fuel-tax miles;
• odometer readings;
• electronic logging device records;
• mapping-provider results; or
• mileage accepted by a broker, shipper, taxing authority, or government agency.

Customer must independently verify routes involving oversize loads, overweight loads, hazardous materials, restricted roads, low clearances, bridge limits, seasonal restrictions, toll restrictions, commercial-vehicle restrictions, or permit requirements.

A geofence arrival, departure, or location event is an operational estimate. It is not conclusive proof of legal arrival, detention eligibility, delivery, driver conduct, hours-of-service compliance, or performance under a transportation contract.

9. Mobile Applications and Location Permissions

Certain features may require access to a mobile device’s location, camera, files, notifications, or other device functions.

Location information may be collected while the mobile application is open or running in the background, depending on device permissions, Customer configuration, and the features being used.

Customer is responsible for:

• providing legally required notices to drivers, employees, contractors, and other individuals;
• obtaining all legally required consents for location tracking and monitoring;
• establishing appropriate workplace and device-use policies;
• limiting access to location information to authorized personnel; and
• complying with privacy, labor, employment, and surveillance laws.

Disabling permissions may prevent certain features from functioning properly.

Mobile applications obtained through Apple, Google, or another application marketplace may also be subject to that marketplace’s terms. AltaForm, and not the application marketplace, is responsible for the Derekto application and its content. To the extent required by applicable marketplace terms, the marketplace provider may be a third-party beneficiary of these Terms.

10. Customer Data

“Customer Data” means information submitted, uploaded, entered, imported, transmitted, generated from Customer’s use of the Service, or otherwise provided to AltaForm by or on behalf of Customer.

Customer Data may include:

• company and account information;
• driver and employee information;
• truck, trailer, and equipment information;
• load and shipment information;
• rate confirmations;
• bills of lading;
• proofs of delivery;
• invoices;
• settlements;
• expense records;
• customer and broker information;
• location information;
• uploaded files and images;
• communications;
• integration data; and
• operational records.

As between Customer and AltaForm, Customer retains ownership of Customer Data.

Customer grants AltaForm a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, process, display, modify, and otherwise use Customer Data only as reasonably necessary to:

• provide and operate the Service;
• perform Customer’s instructions;
• provide support;
• maintain security;
• prevent fraud and abuse;
• troubleshoot technical issues;
• develop and improve the Service;
• comply with law; and
• create aggregated or de-identified information.

AltaForm may use aggregated or de-identified information for analytics, security, research, benchmarking, service improvement, and other lawful business purposes, provided that such information does not reasonably identify Customer or an individual.

AltaForm will not sell Customer Data as the term “sell” is defined under applicable privacy laws.

11. Customer Data Representations

Customer represents and warrants that:

• it has all rights necessary to provide Customer Data to AltaForm;
• its collection and use of Customer Data complies with applicable law;
• it has provided all required notices and obtained all required consents;
• AltaForm’s processing of Customer Data in accordance with these Terms will not violate any contract or third-party right;
• Customer Data does not infringe intellectual-property, privacy, publicity, employment, or other rights; and
• Customer will not upload or use unlawfully obtained information.

Customer is responsible for determining whether the Service is appropriate for the types of information Customer intends to process.

Customer must not use the Service to store information subject to special legal protections unless AltaForm has expressly agreed in writing to support that information.

12. Privacy and Security

AltaForm’s collection and use of personal information are described in the Derekto Privacy Policy, which is incorporated into these Terms by reference.

AltaForm will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data.

However, no internet transmission, software platform, or storage system can be guaranteed to be completely secure. Customer acknowledges the inherent risks associated with electronic systems and internet communications.

AltaForm may use affiliates, hosting providers, payment processors, analytics providers, communications providers, mapping providers, and other subprocessors to provide the Service.

Where required, the parties may enter into a separate data processing addendum.

13. Automated Extraction and Generated Information

The Service may use automated systems to:

• read or extract information from documents;
• identify fields in rate confirmations and other files;
• calculate amounts;
• suggest routes or mileage;
• generate invoices, settlements, reports, or summaries;
• detect location events;
• populate forms;
• classify records;
• create alerts or notifications; or
• recommend operational actions.

Automated results may contain mistakes, omissions, duplicate information, incorrect classifications, or outdated information.

Customer must review source documents and independently verify all material information before using, sending, approving, paying, invoicing, reporting, or relying on an automated result.

AltaForm is not responsible for losses caused by Customer’s failure to review automated results.

No generated output constitutes legal, tax, accounting, payroll, regulatory, safety, or professional advice.

14. Third-Party Services and Integrations

The Service may connect with or rely on third-party products and services, including:

• mapping and routing providers;
• telematics and location providers;
• electronic logging systems;
• accounting software;
• payment processors;
• email and messaging providers;
• document-storage providers;
• factoring services;
• fuel-card providers;
• load boards;
• broker or carrier databases; and
• other integrations selected by Customer.

By enabling an integration, Customer authorizes AltaForm to exchange Customer Data with the applicable third party as reasonably necessary to operate that integration.

Third-party services are not controlled by AltaForm and may be subject to separate agreements, fees, privacy policies, technical requirements, and usage restrictions.

AltaForm does not guarantee the availability, security, accuracy, compatibility, or continued operation of any third-party service.

A third party may change, suspend, restrict, or discontinue its service or integration without notice to AltaForm. AltaForm will not be liable for such actions or for Customer Data after it has been transmitted to a third party at Customer’s direction.

15. Acceptable Use

Customer and its authorized users must not:

• use the Service for an unlawful, fraudulent, deceptive, harmful, or abusive purpose;
• upload malicious code, viruses, spyware, ransomware, or other harmful material;
• attempt to gain unauthorized access to the Service or another user’s account;
• probe, scan, or test the vulnerability of the Service without written authorization;
• interfere with the security, integrity, performance, or availability of the Service;
• bypass usage limits, permissions, or access controls;
• reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service except where such restriction is prohibited by law;
• copy, modify, reproduce, republish, distribute, sell, sublicense, or create derivative works from the Service;
• resell, rent, lease, timeshare, or provide the Service to third parties without written authorization;
• use automated scraping, crawling, data-mining, or extraction tools outside approved APIs or normal product functions;
• use the Service to develop or train a competing product using nonpublic elements of the Service;
• remove proprietary notices;
• impersonate another person or entity;
• upload content that infringes another person’s rights;
• share login credentials with unauthorized persons;
• use the Service beyond purchased subscription limits; or
• assist another person in doing any prohibited act.

AltaForm may investigate suspected violations and may remove content, restrict functionality, suspend access, or terminate an account when reasonably necessary to protect the Service, its users, or third parties.

16. Service Changes and Availability

AltaForm may improve, modify, replace, add, or remove features from the Service.

AltaForm will use commercially reasonable efforts to avoid materially reducing the core functionality of a paid subscription during its current term. This does not prevent AltaForm from modifying features for security, legal compliance, technical compatibility, product improvement, or third-party-service changes.

The Service may occasionally be unavailable due to maintenance, updates, internet interruptions, security events, third-party failures, emergencies, or circumstances outside AltaForm’s control.

Unless a separate service-level agreement has been signed, AltaForm does not guarantee any specific uptime, response time, support time, recovery time, or service level.

17. Support

AltaForm may provide support through email, in-product messaging, documentation, or other channels made available through the Service.

Support does not include legal, accounting, tax, payroll, safety, dispatch, or regulatory consulting.

Any implementation assistance, data migration, custom development, training, or other professional services may be subject to a separate Order.

18. Fees and Payment

Customer will pay all fees described in the applicable Order or pricing page.

Except where expressly stated otherwise:

• subscription fees are charged in advance;
• fees are stated in United States dollars;
• payment obligations are non-cancelable during the applicable paid billing period;
• fees paid are non-refundable;
• unused access, inactive users, or partial billing periods do not create a refund or credit; and
• Customer authorizes AltaForm and its payment processor to charge the payment method on file.

If a payment method fails or an amount becomes past due, AltaForm may retry the payment, restrict paid features, suspend the account, or terminate the subscription.

Customer must provide accurate billing and payment information and keep that information current.

Customer must notify AltaForm of a billing dispute within 30 days after the disputed charge. Customer waives billing disputes not raised within that period, except where prohibited by law.

19. Active Truck Billing

Certain Derekto subscriptions are priced according to the number of Active Trucks in Customer’s account.

An “Active Truck” means a truck, tractor, power unit, or comparable vehicle that is enabled for active operational use within the Service.

A vehicle may be treated as active when it:

• is designated as active in Customer’s account;
• is assigned to an open or current load;
• is assigned to an active driver;
• generates operational or location activity;
• is included in an active dispatch workflow; or
• is otherwise being used through the Service during the applicable billing period.

Customer may not classify a vehicle as inactive while continuing to use it in active operational workflows.

The applicable per-truck rate may depend on Customer’s total number of Active Trucks and the pricing tier shown in the applicable Order or on the Derekto pricing page.

Active Trucks added during a billing period may be charged on a prorated basis. Deactivating or removing a truck does not create a refund for the current billing period and will normally affect billing beginning with the next renewal period.

Customer is responsible for reviewing its Active Truck count and promptly reporting a suspected billing error.

AltaForm may correct a fleet count when account configuration is inconsistent with actual Service usage.

20. Taxes

Fees do not include sales, use, excise, value-added, telecommunications, or similar taxes unless expressly stated otherwise.

Customer is responsible for taxes arising from its purchase or use of the Service, except taxes based on AltaForm’s net income.

If AltaForm is legally required to collect a tax, AltaForm may add that tax to Customer’s charge or invoice.

Customer must provide valid exemption documentation before the applicable charge if Customer claims a tax exemption.

21. Automatic Renewal and Cancellation

Unless an Order states otherwise, paid subscriptions automatically renew for successive billing periods equal to the initial billing period until canceled.

Customer authorizes AltaForm to charge the payment method on file for each renewal.

Customer may cancel a self-service subscription through available account settings or by contacting Derekto support before the next renewal date.

Cancellation becomes effective at the end of the current paid billing period. Customer will continue to have access through that date unless the account is suspended or terminated for cause.

Cancellation does not create a refund or credit for fees already charged.

If an Order establishes a fixed subscription commitment, cancellation will be governed by that Order.

AltaForm may change subscription pricing by providing at least 30 days’ advance notice. A pricing change will take effect no earlier than Customer’s next renewal following the notice period.

22. Trials, Early Access, and Founder Offers

AltaForm may provide free trials, pilot access, preview features, beta features, early access, founder pricing, promotional discounts, or other limited offers.

Such offers may be subject to additional eligibility requirements, fleet limits, time limits, feature limits, or other conditions presented when the offer is made.

Joining a waitlist or submitting an early-access form does not guarantee:

• acceptance into a program;
• a specific launch date;
• immediate access;
• feature availability;
• a reserved price;
• a founder position; or
• a particular discount.

A founder or promotional discount:

• applies only to the eligible Customer account;
• is non-transferable;
• may not be combined with another offer unless AltaForm agrees;
• applies only for the period stated in the applicable offer;
• may require timely account activation and continued payment; and
• expires automatically at the end of the stated promotional period.

After a promotional period ends, the subscription will renew at the then-current standard rate unless Customer cancels before renewal.

Trial, preview, beta, and early-access features may be incomplete, unavailable, inaccurate, or changed or discontinued at any time. They are provided for evaluation and testing and may not receive the same support, security review, reliability, or availability as generally released features.

Customer uses such features at its own risk.

23. Intellectual Property

AltaForm and its licensors retain all rights, title, and interest in and to:

• Derekto;
• the Service;
• software and source code;
• designs and interfaces;
• workflows and platform structure;
• documentation;
• APIs;
• algorithms;
• databases;
• templates;
• reports and report structures;
• trademarks, logos, and branding;
• aggregated or de-identified information; and
• all related intellectual-property rights.

Customer receives only the limited right to use the Service described in these Terms.

“Derekto,” its logos, and related names and designs are trademarks or service marks of AltaForm or its licensors. No trademark license is granted under these Terms.

AltaForm will not publicly use Customer’s name or logo as a customer reference without Customer’s permission.

24. Feedback

If Customer or an authorized user provides suggestions, ideas, recommendations, corrections, or other feedback regarding the Service, Customer grants AltaForm a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation.

Feedback does not include Customer Data.

25. Confidentiality

Each party may receive nonpublic information from the other party that is identified as confidential or that reasonably should be understood to be confidential.

Customer Confidential Information includes Customer Data and nonpublic business information provided to AltaForm.

AltaForm Confidential Information includes nonpublic information regarding the Service, software, security, pricing, product plans, technology, and business operations.

The receiving party will:

• use Confidential Information only to perform or receive the Service;
• protect it using reasonable care;
• disclose it only to personnel and service providers who need access and are subject to confidentiality obligations; and
• not disclose it to another person except as authorized or legally required.

Confidential Information does not include information that:

• becomes public without breach of these Terms;
• was lawfully known without restriction before disclosure;
• is received lawfully from a third party without a confidentiality duty; or
• is independently developed without use of the other party’s Confidential Information.

A party may disclose Confidential Information when required by law, subpoena, or court order. Where legally permitted, the receiving party will provide reasonable notice before disclosure.

26. Suspension

AltaForm may suspend or restrict access to the Service if:

• fees are overdue;
• Customer breaches these Terms;
• Customer exceeds purchased usage limits;
• Customer’s use creates a security, legal, operational, or technical risk;
• AltaForm reasonably suspects fraud, unauthorized access, or unlawful activity;
• suspension is required by law or a third-party provider; or
• suspension is reasonably necessary to protect the Service or another person.

Where practical, AltaForm will provide notice and an opportunity to correct the issue.

AltaForm may immediately suspend access without advance notice when necessary to address an urgent security threat, unlawful activity, material abuse, or risk of harm.

Customer remains responsible for fees accrued before and during a suspension resulting from Customer’s breach or nonpayment.

27. Term and Termination

These Terms begin when Customer first accepts them or accesses the Service and continue until all subscriptions and Orders have expired or been terminated.

Either party may terminate these Terms if the other party materially breaches them and fails to cure the breach within 30 days after written notice.

AltaForm may terminate immediately if:

• Customer’s use is unlawful or fraudulent;
• Customer materially compromises Service security;
• Customer repeatedly violates these Terms;
• continued service would expose AltaForm to legal liability;
• Customer becomes subject to sanctions or legal restrictions; or
• Customer ceases business, becomes insolvent, or enters bankruptcy proceedings, to the extent permitted by law.

Termination does not relieve Customer of payment obligations incurred before termination.

28. Customer Data After Termination

During an active subscription, Customer may export Customer Data using export tools made available through the Service.

Following expiration or termination, AltaForm may retain Customer Data for up to 30 days and may, upon written request and subject to technical availability, provide Customer with a reasonable opportunity to retrieve available Customer Data.

After that period, AltaForm may delete Customer Data from active systems unless retention is required by law or maintained in secure backups under AltaForm’s normal retention practices.

AltaForm is not obligated to retain Customer Data indefinitely.

Customer should export important business records before canceling or allowing a subscription to expire.

Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and dispute provisions.

29. Limited Service Warranty

For a paid subscription, AltaForm warrants that the Service will perform in all material respects according to its then-current documentation when used as authorized.

Customer’s exclusive remedy for breach of this warranty is for AltaForm to use commercially reasonable efforts to correct the material nonconformity.

If AltaForm cannot correct the material nonconformity within a reasonable period, AltaForm may terminate the affected Service and refund prepaid fees covering the unused portion of the terminated subscription.

This warranty does not apply to problems caused by:

• Customer Data;
• unauthorized use;
• Customer systems or devices;
• third-party services;
• integrations not controlled by AltaForm;
• internet or telecommunications failures;
• modifications not made by AltaForm;
• beta or early-access features; or
• use contrary to documentation or these Terms.

30. Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY PROVIDED ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALTAFORM DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, DATA INTEGRITY, SYSTEM INTEGRATION, QUIET ENJOYMENT, AND RESULTS.

ALTAFORM DOES NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;
• ALL DEFECTS WILL BE CORRECTED;
• INFORMATION OR CALCULATIONS WILL BE ACCURATE OR COMPLETE;
• CUSTOMER DATA WILL NEVER BE LOST;
• THIRD-PARTY SERVICES WILL REMAIN AVAILABLE;
• THE SERVICE WILL MEET EVERY CUSTOMER REQUIREMENT; OR
• USE OF THE SERVICE WILL PRODUCE ANY PARTICULAR BUSINESS, FINANCIAL, SAFETY, COMPLIANCE, OR OPERATIONAL RESULT.

CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE IS SUITABLE FOR CUSTOMER’S OPERATIONS.

31. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ALTAFORM NOR ITS AFFILIATES, OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY:

• INDIRECT;
• INCIDENTAL;
• SPECIAL;
• EXEMPLARY;
• PUNITIVE;
• CONSEQUENTIAL; OR
• RELIANCE DAMAGES,

OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OPPORTUNITY, CONTRACTS, LOADS, CUSTOMERS, DATA, OR EXPECTED SAVINGS, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

ALTAFORM WILL NOT BE LIABLE FOR:

• MISSED OR DELAYED PICKUPS OR DELIVERIES;
• LOST LOADS OR REVENUE;
• DETENTION OR LAYOVER DISPUTES;
• CARGO CLAIMS;
• TRAFFIC CITATIONS;
• REGULATORY VIOLATIONS;
• OUT-OF-SERVICE ORDERS;
• DRIVER OR VEHICLE INCIDENTS;
• INCORRECT ROUTES OR MILEAGE;
• THIRD-PARTY NONPAYMENT;
• PAYROLL OR SETTLEMENT ERRORS;
• TAX CALCULATIONS;
• CUSTOMER’S FAILURE TO VERIFY INFORMATION; OR
• ACTS OR OMISSIONS OF DRIVERS, BROKERS, SHIPPERS, CARRIERS, CUSTOMERS, OR OTHER THIRD PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALTAFORM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, AND ALL ORDERS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ALTAFORM FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF CUSTOMER HAS NOT PAID ANY FEES, ALTAFORM’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED $100.

These limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose.

The limitations do not apply to liability that cannot legally be limited or excluded.

32. Customer Indemnification

Customer will defend, indemnify, and hold harmless AltaForm, its affiliates, owners, officers, employees, contractors, licensors, and service providers from third-party claims, damages, judgments, penalties, fines, costs, and reasonable attorneys’ fees arising from or relating to:

• Customer Data;
• Customer’s transportation or business operations;
• Customer’s loads, drivers, vehicles, equipment, or cargo;
• Customer’s relationship with employees, contractors, brokers, shippers, consignees, carriers, or customers;
• Customer’s violation of law;
• Customer’s violation of these Terms;
• Customer’s failure to obtain required permissions or consents;
• infringement or violation of a third party’s rights by Customer Data;
• Customer’s misuse of the Service; or
• acts or omissions of Customer’s authorized users.

AltaForm will provide reasonable notice of an indemnified claim and reasonable cooperation at Customer’s expense.

Customer may control the defense, but may not settle a claim in a manner that admits wrongdoing by AltaForm, imposes obligations on AltaForm, or fails to fully release AltaForm without AltaForm’s written consent.

33. Intellectual-Property Claims

For a paid Customer, AltaForm will defend Customer against a third-party claim alleging that Customer’s authorized use of the unmodified Service directly infringes a United States patent, copyright, or trademark.

AltaForm may, at its option:

• modify the Service so it is no longer infringing;
• obtain the right for Customer to continue using it;
• replace the affected functionality; or
• terminate the affected Service and refund prepaid fees for the unused portion of the terminated subscription.

AltaForm has no obligation for claims arising from:

• Customer Data;
• Customer instructions;
• unauthorized modifications;
• use outside the permitted scope;
• combination with products not provided by AltaForm;
• continued use after notice to stop; or
• third-party services.

This section states Customer’s exclusive remedy for intellectual-property infringement claims relating to the Service.

34. Governing Law

These Terms and all disputes arising from or relating to them are governed by the laws of the State of Washington, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

35. Informal Dispute Resolution

Before filing a lawsuit, the complaining party must provide written notice describing:

• the party’s name and contact information;
• the relevant account;
• the facts giving rise to the dispute;
• the requested resolution; and
• supporting documentation.

The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt of the notice.

This requirement does not prevent either party from seeking temporary or emergency injunctive relief relating to unauthorized access, security, misuse, or intellectual-property rights.

36. Courts and Venue

Any legal proceeding arising from or relating to these Terms or the Service must be brought exclusively in:

• the state courts located in Clark County, Washington; or
• the federal courts located in the Western District of Washington.

Each party consents to personal jurisdiction and venue in those courts.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN A DISPUTE ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE.

Any claim must be filed within one year after the claim arose, unless applicable law requires a longer period.

37. Export Controls and Sanctions

Customer may not use, export, re-export, transfer, or provide access to the Service in violation of United States export-control, sanctions, or trade laws.

Customer represents that it and its authorized users are not prohibited or restricted parties and are not located in a jurisdiction where use of the Service would be unlawful.

38. Electronic Communications

Customer agrees that AltaForm may provide agreements, notices, invoices, disclosures, account messages, and other communications electronically.

Electronic communications satisfy any legal requirement that a communication be in writing.

Customer is responsible for maintaining a current email address and reviewing account communications.

Operational email, text, or push notifications may be necessary to provide the Service. Customer may manage optional communications through available settings.

Consent to receive marketing communications is not a condition of purchasing the Service.

39. Changes to These Terms

AltaForm may update these Terms from time to time.

The updated Terms will be posted with a revised “Last Updated” date.

For a material change affecting an active paid subscription, AltaForm will provide reasonable advance notice through email, the Service, or another appropriate method.

Unless a different effective date is stated, material changes will take effect 30 days after notice. Changes required by law, security concerns, or newly released features may take effect sooner.

Continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms.

If Customer does not agree to a material change, Customer may discontinue use and cancel before the change takes effect. Fees already paid remain non-refundable except where required by law or expressly stated otherwise.

40. General Provisions

40.1 Entire Agreement

These Terms, the applicable Orders, the Privacy Policy, and any additional written agreements incorporated by reference constitute the entire agreement regarding the Service and supersede prior discussions or communications concerning the same subject.

40.2 Assignment

Customer may not assign or transfer these Terms or an Order without AltaForm’s prior written consent.

AltaForm may assign these Terms or an Order in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or transfer of the Derekto business.

40.3 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, employment relationship, fiduciary relationship, or transportation-services relationship.

40.4 Third-Party Beneficiaries

Except for application marketplace providers where required by their terms, these Terms do not create rights for any third-party beneficiary.

40.5 Force Majeure

AltaForm will not be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil unrest, labor disputes, internet failures, utility failures, cyberattacks, governmental actions, epidemics, third-party-service failures, or infrastructure outages.

40.6 Notices

AltaForm may provide notices through email, account notifications, the Service, or the Derekto website.

Customer must send formal legal notices to:

AltaForm LLC Email: legal@derekto.com

A notice is effective when received.

40.7 No Waiver

Failure to enforce a provision is not a waiver of the right to enforce it later.

40.8 Severability

If a provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision will be severed, and the remaining provisions will remain in effect.

40.9 Headings

Section headings are provided for convenience and do not affect interpretation.

40.10 Interpretation

The words “including” and “include” mean “including without limitation.” Singular words include the plural where appropriate.

40.11 Electronic Acceptance

Clicking an acceptance button, creating an account, purchasing a subscription, or using the Service constitutes an electronic signature and has the same legal effect as signing a written agreement.

41. Contact

Questions regarding these Terms may be sent to:

AltaForm LLC Derekto Legal Email: legal@derekto.com

Derekto is a software product owned and operated by AltaForm LLC.