1.1 Binding Agreement and Core Framework. This Terms of Service Agreement ("Agreement" or "TOS") constitutes a formal, legally binding, and contractually enforceable covenant between FREIGHT SALES TMS LLC and any entity or individual executing, accessing, or interacting with the cloud infrastructure. By clicking any "Accept" checkbox, logging into the application, accessing automated carrier portal links, or deploying any code modules within the Platform, you convey your express, unconditional verification that you have read, comprehensively understood, and agreed to fulfill every obligation, restriction, and requirement detailed across this entire framework.

1.2 Modification of Terms and Binding Effect of Continued Use. FREIGHT SALES TMS LLC reserves the absolute, unilateral, and unrestricted right to alter, amend, rewrite, or update any portion of this TOS at its sole discretion and at any time. Except for immediate technical modifications required to preserve emergency database security or platform integrity, the Company will utilize commercially reasonable practices to post prominent notice on this domain at least thirty (30) days prior to the activation of any material change. The simple act of continuously logging in, browsing, processing data, or interacting with the Platform on or after the stated activation date of an update constitutes your absolute, implicit, and irrevocable acceptance of the modified TOS. This continuous-use acceptance model applies universally and without exception to all purchasing Freight Brokers, responding Motor Carriers (including CDL and non-CDL operators), independent dispatch agencies, factoring institutions, third-party service providers, and any derivative system participants. If you object to the revised terms, you are contractually mandated to stop using the Services and terminate all platform sessions immediately.

1.3 Structural Integration and Linkage of Privacy Policy. The data protection protocols, transparency disclosures, and information handling practices implemented across our multi-tenant SaaS architecture are governed independently by our official corporate policy declaration. Your affirmative acceptance of these Terms of Service simultaneously acknowledges that you have reviewed, understood, and consented to the regulatory data pipelines detailed under the FREIGHT SALES TMS LLC Privacy Policy, which is incorporated into this contract by reference and remains permanently accessible through the following dedicated digital link: https://freightsalestms.com/privacy-policy.

1.4 Verification of Corporate and Affiliated Authority. The specific individual executing, interacting with, or electronically accepting the terms of this TOS represents, warrants, and contractually guarantees that they possess the valid, lawful corporate authority to legally bind the company, commercial organization, or legal entity identified during system registration— alongside all of its regional sub-entities, commercial subsidiaries, and supply chain affiliates—to every legal commitment established under this contract. If the individual accessing the Platform does not hold this necessary corporate status or legal authority, they are strictly prohibited from utilizing the Services or authorizing data transfers.

2.1 "Authorized User" means any commercial employee, independent contractor, logistics agent, or administrative representative who has been explicitly granted system-level access credentials by a Subscriber or an External Supply Chain Participant to operate within their designated multi-tenant database partition.

2.2 "Carrier" means any commercial transport operator, fleet owner, owner-operator, or motor carrier entity (utilizing both CDL and non-CDL vehicle configurations) interacting with the Platform to complete onboarding profiles or coordinate transportation workflows.

2.3 "Carrier Onboarding" means the specialized automated software module designed to distribute interactive portal links to external transport entities for the digital collection, transmission, and synchronization of carrier safety indicators, licensing data, and insurance credentials.

2.4 "Confidential Information" means any non-public commercial data, proprietary freight lane profiles, unique tariff pricing, customer relationship strategies, customer databases, or financial operational metrics disclosed by one Party to another that is either marked as proprietary or should reasonably be understood to be confidential given the nature of the information.

2.5 "CRM" means the Customer Relationship Management module within the Platform that acts as a secure cloud database repository for the organization, storage, and processing of commercial lead files and corporate contact profiles inputted by the Subscriber.

2.6 "DOT" means the United States Department of Transportation, including all subsidiary regional administrations or regulatory enforcement boards.

2.7 "Double Brokering" means the unauthorized, deceptive, or unlawful re-brokering, transfer, or secondary delegation of a transportation load assignment to another motor carrier or intermediary without the express written authorization of the original cargo owner or primary logistics stakeholder.

2.8 "Email Integration" means the specialized technical interface that establishes a secure synchronization link between the Platform's workspace and the user's external third-party email servers utilizing tokenized connections or cryptographic configurations.

2.9 "Feedback" means any voluntary suggestions, optimization concepts, code recommendations, feature critiques, or platform commentary provided by any User or third party to the Company regarding the technical functionality of the Services.

2.10 "FMCSA" means the Federal Motor Carrier Safety Administration, an operating administration within the DOT responsible for regulating and maintaining public safety registries for commercial motor vehicles.

2.11 "Force Majeure" means any extraordinary event or circumstance beyond the reasonable control of a Party, including acts of God, catastrophic cyber-warfare, zero-day infrastructure provider failures, localized telecommunications carrier routing blackouts, state or federal emergency declarations, or widespread server hosting grid collapse.

2.12 "Freight Sales TMS LLC Proprietary Information" means any and all intellectual property, source code, underlying object code, algorithmic load optimization structures, technical designs, interface modifications, software logic, system schemas, and database architectures owned, engineered, or licensed by the Company.

2.13 "Monthly Fee" means the recurring commercial subscription payment calculated, authorized, and processed every thirty (30) days as consideration for the Subscriber's continued administrative access license to the cloud infrastructure.

2.14 "Orders and Order Management" means the specific digital operational module within the Platform utilized to generate, monitor, and host static financial or transaction files related to active load execution workflows, including Rate Confirmations, Bills of Lading, and Proof of Delivery documentation.

2.15 "Permitted Use" means the business-to-business (B2B) deployment of the Platform strictly for lawful, internal commercial logistics administration, load tracking, supply chain workflow automation, and fleet credential organization, operating in complete compliance with all applicable state, federal, and contract frameworks.

2.16 "Platform" means the proprietary enterprise Software-as-a-Service (SaaS) cloud infrastructure hosted under the primary domain freightsalestms.com (encompassing all subdomains, integrated databases, tracking pipelines, and associated software components) owned and operated by FREIGHT SALES TMS LLC.

2.17 "Service" or "Services" means the collective technical tools, software modules (including CRM, Email Integration, Carrier Onboarding, Orders and Order Management, and internal team utilities), and automated data processing features made available via the Platform.

2.18 "Subscription" means the formal commercial arrangement under which a Freight Broker pays the designated fees to obtain authorized administrative privileges to create a software partition on the Platform for its corporate enterprise.

2.19 "Subscriber" means the primary purchasing business entity (specifically a licensed Freight Broker holding valid federal property broker authorities) that maintains an active, paid commercial contract to utilize the Services.

2.20 "TMS" means Transportation Management System, a digital computing framework engineered to automate, monitor, and manage industrial freight logistics, carrier compliance records, and transportation data streams.

2.21 "Trial Period" means a strictly limited, temporary, and conditional operational window granted by the Company to a prospective corporate account holder to evaluate the Platform's interface features without immediate recurring billing obligations.

2.22 "User" means any corporate operator, Authorized User, or external participant interacting with the data processing systems of the Platform.

2.23 "User Content" means any commercial files, digital images, license plates, VIN records, driver's licenses, certificates of insurance, or load metrics inputted, hosted, or transmitted across the Platform's infrastructure by a User.

3.1 Provision of B2B SaaS Cloud Infrastructure and License Limitations. Subject to your strict and continuous compliance with all financial obligations, operational covenants, and data restrictions established under these Terms, FREIGHT SALES TMS LLC grants you a limited, fully revocable, non-exclusive, non-transferable, and non-assignable right to access and use the Platform's core cloud-based software architectures for the Permitted Purpose during the subscription Term. This administrative privilege constitutes a temporary software usage license and does not convey any proprietary interest, equity ownership, or transfer of rights regarding Freight Sales TMS LLC Proprietary Information. This right of access is restricted exclusively to corporate, professional, and business-to-business (B2B) logistics administration, carrier screening data organization, and multi-party transportation automation workflows. The Company retains the absolute and unilateral right to suspend, terminate, or revoke this access license at any time, without prior notice, upon any material breach of this Agreement or non-payment of designated fees.

3.2 Authorized Access and Specific Module Interaction. System access is partitioned into secure, isolated multi-tenant software partitions. Users are permitted to interact with the integrated logistics environment and its proprietary modules solely through the authorization links, verified user credentials, and access methods officially designated by the Company. Authorized interactions are strictly restricted to the following functional modules: ▪ Customer Relationship Management (CRM): For the structured organization, pipeline monitoring, and cloud repository storage of commercial lead files and corporate sales contacts. ▪ Email Integration / IMAP and SMTP Integration: For the direct technical synchronization of external third-party email corporate servers to execute decentralized workspace communications and automated message tracking. ▪ My Carriers (Carrier Onboarding and Carrier Management): For the technical integration of application programming interfaces (APIs) connected to public FMCSA registries and Motus data systems to display general carrier informational variables. This module operates strictly as a workflow automation tool enabling the dispatch of Carrier onboarding links for the rapid collection and ingestion of carrier-submitted records. FREIGHT SALES TMS LLC does not perform active carrier vetting, safety audits, or autonomous compliance screenings. The Platform provides data retrieval and automation utilities to allow each individual Broker to configure their own independent operational parameters to vet, approve, or reject potential transport entities. To maximize ecosystem efficiency, the Platform stores and archives all carrier-submitted documentation within its cloud repositories to facilitate accelerated onboarding requests initiated by other active platform Subscribers in the future. ▪ Orders (Orders, Order Management, Order Pipeline, and Order Archiving): For the comprehensive logistical creation, active tracking, pipeline oversight, and long-term secure archiving of electronic freight transactions and load records. ▪ My Team: For the governance of administrative privilege profiles, allowing authorized accounts to actively add new operational users or remove legacy system users from the corporate partition. Any deployment of unauthorized scripts, data scraping routines, reverse-engineering parameters, or programmatic workarounds designed to bypass these module gates or exceed credentialed limits constitutes an immediate, material breach of this Agreement.

3.3 Service Availability, Maintenance, and Interoperability Latency. While the Company implements standard commercial security protections and hosting redundancy protocols to maintain technical platform accessibility, the Platform is provided strictly on an "As-Is" and "As-Available" basis. FREIGHT SALES TMS LLC explicitly disclaims any liability for temporary platform downtime, administrative session interruptions, or data pipeline failures resulting from: ▪ Scheduled technical maintenance windows or emergency server infrastructure updates. ▪ API transmission latency, service dropouts, or data inaccuracies originating from public federal registries (including the FMCSA or external verification systems like MOTUS). ▪ Third-party telecommunications network failures, local internet service provider routing issues, or hardware configurations controlled by the User. ▪ System data cross-overs, transmission delays, or synchronization anomalies within the Email Integration module caused by incorrect server configuration parameters (IMAP/SMTP keys) provided by the User.

3.4 Your Responsibilities and Multi-Party Accountabilities. All Users, purchasing Subscribers, and interacting External Supply Chain Participants (including Motor Carriers, independent dispatch agencies, and third-party financial entities) assume sole, exclusive, and independent operational and legal liability for all actions, transmissions, and data entries executed through their respective interface points or automated links. This collective mandate for responsible platform utilization strictly requires that: ▪ Regulatory Compliance: Every participating entity must operate in complete alignment with all applicable state, federal, and local jurisdictions, including all DOT safety protocols and FMCSA transportation frameworks. ▪ Data Veracity and Document Authenticity: Motor Carriers completing registration profile packets through Carrier onboarding links, as well as Dispatchers acting on their behalf, guarantee that all uploaded variables—including Commercial Driver's Licenses (CDL), non-CDL credentials, Vehicle Identification Numbers (VIN #), and Certificates of Insurance (COI)—are authentic, legally valid, current, and unaltered. The transmission of fraudulent, expired, or misrepresented compliance credentials constitutes a material violation of this Agreement. ▪ Operational Validation: Freight Brokers remain solely and independently responsible for verifying the commercial accuracy and legitimacy of all logistics indicators, load assignments, rate confirmations, and financial data processed through the Orders module prior to executing any freight movement. ▪ Access Management Control: Corporate account holders must maintain strict oversight over their personnel, ensuring that only actively authorized operators interact with the platform infrastructure, and must promptly revoke access privileges for any legacy or terminated staff members within the My Team module. ▪ Third-Party and Ancillary Entity Obligations: All specialized integration Service Providers, asset-based Factoring Companies, commercial Insurance Companies, Shipping Customers (shippers and receivers), and any secondary financial or logistics intermediaries interacting with the Platform acknowledge that they are bound by these identical data integrity rules. These entities guarantee that any API payload transmissions, insurance policy verifications, verification requests, invoice assignments, or freight routing variables submitted directly or indirectly through a Broker's administrative portal link are completely authentic, non-deceptive, and authorized by the respective underlying account holders.

3.5 Security Measures. While the Company deploys standard commercial data protection protocols and edge defense networks to safeguard backend cloud repositories, individual Users are required to enforce rigorous local security measures. You are contractually obligated to implement strong multi-tenant credential safeguards, secure local network connections, and protect access tokens linking your Email Integration modules. FREIGHT SALES TMS LLC shall not be held liable for unauthorized database extractions, system compromises, or data breaches resulting from local credential negligence, hardware vulnerabilities, or user-side security failures.

3.6 System Infrastructure Integrity and Reasonable Usage Thresholds. To ensure platform stability, prevent infrastructure degradation, and maintain optimal multi-tenant operational speeds, all account environments are governed by systemic computing allocations and reasonable resource usage thresholds. The Company reserves the right to monitor, regulate, and enforce structural performance ceilings on aggregate cloud data storage capacities, master CRM contact volumes, pipeline funnel configurations, and individual agent order creation volumes within the workspace. Furthermore, to safeguard data traffic parameters, reasonable limitations apply to the frequency of automated system workflows, carrier onboarding link transmissions, synchronized IMAP/SMTP email configurations per authorized User, and the total number of simultaneous physical devices or active browser sessions utilized by a single credential. The Company may implement automated technical parameters to manage or throttle data flows that exceed standard commercial baselines or reflect abusive system strains, and users requiring expanded resource buckets may be mandated to transition to a higher corporate subscription tier under current operational frameworks.

3.7 Service Innovations and Associated Contractual Modifications. The Company retains the unilateral right to implement software updates, database reorganizations, or feature modifications at any time, which may necessitate subsequent updates to these Terms of Service (TOS) to govern new data pipelines or user workflows. Except for immediate technical hotfixes required for urgent cybersecurity defense or regulatory compliance, the Company will utilize commercially reasonable efforts to communicate material technical or legal shifts prior to deployment. Your continued access or use of the Platform on or after the effective date of any modification to these Terms of Service constitutes your absolute, unconditional, and binding acceptance of the newly updated terms.

3.8 Structural Scope of Operational Safeguards. The administrative license granted to any User, Subscriber, or External Supply Chain Participant to interact with the Platform is conditioned strictly upon total adherence to the operational boundaries established by the Company. Any deployment of the cloud infrastructure, communications architecture, or transaction modules must align with the parameters of Permitted Use. Any engagement in unauthorized activities, technical manipulation, or systemic logistics deception is strictly prohibited and shall be governed, enforced, and penalized in accordance with the absolute restrictions and zero-tolerance mandates comprehensively detailed under Section 6 of this Agreement.

4.1 Multi-Tenant Data Storage and Ingestion Ownership. As between the Company and the interacting corporate entities, all User Content remains the primary commercial property of the specific enterprise that authorized its ingestion into the multi-tenant database infrastructure. The Platform functions strictly as a passive technological repository and secure cloud processor. The inputting enterprise—whether a purchasing Broker, a responding Carrier, or an authorized intermediary—retains sole, independent, and absolute civil and regulatory liability for the legality, structural accuracy, operational validation, and formal clearance of all data subsets, files, and records hosted within their allocated network partition.

4.2 Automated Data Processing License. By uploading, transmitting, inputting, or distributing User Content across the cloud platform nodes, you grant FREIGHT SALES TMS LLC and its operational successors a worldwide, perpetual, transferable, sublicensable, fully paid-up, and royalty-free right to host, store, cache, reproduce, translate, reformat, transmit, and distribute such datasets. This comprehensive processing license is granted strictly to execute automated onboarding link dispatches, synchronize decentralized workspace communications, cross-verify system safety indicators against federal registries, prevent inter-platform freight fraud, and optimize multi-tenant server configurations as detailed in our Privacy Policy.

4.3 Multi-Party User Generated Content (UGC) Disclosures. Certain architectural features within the Services allow Users, External Supply Chain Participants, and third-party logistics entities to disseminate data streams, freight variables, operational notes, and logistics reviews through the Platform's shared cloud environment (collectively, "User Content"). User Content may be submitted via direct system inputs or through communications with our support personnel which are subsequently transcribed, summarized, or aggregated by the Platform and distributed across designated software partitions. You explicitly acknowledge and agree that any User Content submitted, shared, or approved through your credentialed environment may be rendered accessible to other active platform Users, specifically participating Freight Brokers or Motor Carriers coordinating transit loads.

4.4 Specialized Submission Rules by Logistics Actor. The scope, intent, and accountability governing the submission of User Content are segmented by system execution roles within a continuous operational workflow. Freight Brokers assume complete and independent responsibility for all lead files, sales indicators, lane histories, and client profiles inputted into the CRM, alongside all rate configurations, transport tenders, and Rate Confirmations generated within the Orders module. Motor Carriers, encompassing both CDL and non-CDL operators, are bound to the absolute veracity of all compliance documentation, operating authorities, DOT status indicators, and background fleet variables submitted via automated onboarding links; to maximize cloud network utility and supply chain efficiency, all Carriers explicitly agree that once their corporate credentials, commercial driver's licenses, and insurance policies are uploaded to the Platform's repository, such data assets shall be safely archived to facilitate instantaneous, accelerated onboarding requests initiated by other active platform Subscribers in the future. Independent Dispatchers warrant that they possess active, written corporate power-of-attorney agreements from their contracted Motor Carriers before submitting driver personal identifiers or booking logistics shipments on their behalf, while Factoring Companies and Shippers assume exclusive accountability for the authenticity of all invoice assignments, notices of assignment, letters of release, lading bills, and freight routing metrics transmitted through external integration nodes or manual portal links.

4.5 User Representations, Warranties, and Content Integrity. By injecting any data asset into the platform infrastructure, you provide an absolute, continuous, and unredacted contractual guarantee regarding the historical and operational integrity of your transmission. You represent and warrant that your User Content is entirely lawful, accurate, complete, operationally current, and free from fraudulent, deceptive, or intentionally misleading variables, and that it does not violate, infringe, or breach the statutory rights, contract terms, or intellectual property privileges of any third party. Furthermore, you covenant that no data payloads are transmitted in bad faith, for malicious anti-competitive data mining, or to assist in unauthorized Double Brokering schemes or systemic cargo fraud, ensuring that all datasets contain zero obscene, offensive, defamatory, or abusive technical attributes and do not breach confidentiality agreements established with external third-party entities. The Company retains the unilateral right, but explicitly disclaims any operational obligation, to screen, monitor, edit, restrict, or delete any User Content at any time in its sole discretion, without prior notice, if it determines such data violates this Agreement or threatens database security.

4.6 Content Consumption and Risk Allocation (Content You View). FREIGHT SALES TMS LLC EXPLICITLY DISCLAIMS ANY DUTY, STATUTORY REQUIREMENT, OR CONTRACTUAL MANDATE TO MONITOR, VERIFY, OR AUDIT CONTENT SUBMITTED BY USERS OR RETRIEVED FROM EXTERNAL PUBLIC DATABASES. YOUR ACCESS TO AND RELIANCE UPON ANY USER CONTENT OR LOGISTICS INDICATOR DISPLAYED WITHIN THE SAAS INTERFACE IS EXECUTED ENTIRELY AT YOUR OWN INDEPENDENT OPERATIONAL RISK. THE COMPANY DOES NOT ENDORSE, ADOPT, OR ASSUME LIABILITY FOR THE OPINIONS, DATA ACCURACY, OR LATENCY TIMELINES CONTROLLED BY INDEPENDENT AUTHORS OF PLATFORM CONTENT. YOU ACKNOWLEDGE THAT ALL ARCHIVED AND RETRIEVED DOCUMENTS ARE PROVIDED FOR GENERAL INFORMATIONAL PROCESS-AUTOMATION PURPOSES ONLY. YOU REMAIN SOLELY RESPONSIBLE FOR EXECUTING YOUR OWN INDEPENDENT COMMERCIAL RESEARCH, VERIFYING PUBLIC FMCSA REGISTRIES, AND ASSUMING THE FINANCIAL OUTCOMES OF YOUR LOGISTICS DECISIONS. IN EXCHANGE FOR THE ACCESS LICENSE GRANTED HEREOUT, YOU WAIVE ALL RIGHTS TO HOLD THE COMPANY LIABLE FOR ANY DAMAGE CLAIMS, LOSSES, OR DISPUTES ARISING FROM BUSINESS DECISIONS BASED ON USER CONTENT, EXTENDING TO AN EXPRESS WAIVER OF CLAIMS FOR LIBEL, DEFAMATION, OR SYSTEMIC NEGLIGENCE.

4.7 Compilation, Internal Analytics, and Commercialization of Subproducts. Notwithstanding any provision to the contrary within these terms, the Company retains the absolute right to programmatically monitor all software interactions, compile system usage behaviors, analyze transaction metadata, and aggregate input variables into generalized, de-identified datasets ("Aggregated Data"). All right, title, and interest in and to Aggregated Data—including all proprietary source code modifications, global analytics, algorithmic insights, and intellectual property rights derived therefrom—belong exclusively to, and are retained solely by, FREIGHT SALES TMS LLC. You explicitly agree that the Company may compile, synthesize, analyze, and utilize all User Content and operational data to improve the Platform's core architecture, perform internal market analysis, compile logistics statistics, and develop, launch, or sell proprietary commercial subproducts. The Company contractually guarantees that raw User Content will not be sold directly to external third parties. Any data sharing or distribution with third-party partners shall be executed strictly within an anonymized, aggregated format that fundamentally protects and isolates sensitive financial records, user credentials, proprietary customer databases, and the specific, non-public commercial identifiers of individual Freight Brokers. This comprehensive data compilation and analytics grant survives the termination, expiration, or cancellation of your subscription or platform access privileges.

5.1 Account Registration, Corporate Veracity, and Ownership Attribution. To access the computing nodes and operational modules of the Platform, Users must establish a commercial corporate profile and provide active operational variables. You contractually guarantee that all registration indicators, corporate email addresses, regulatory identifiers, and company details are completely accurate, truthful, and updated. The registration of individual consumer-grade or retail accounts is strictly prohibited. For all legal, systemic, and financial purposes under this TOS, the definitive Account Owner is recognized exclusively as the primary commercial entity or legal corporation that maintains the underlying subscription or completes the automated portal onboarding link. The scope of this corporate ownership, and the binding liabilities derived therefrom, explicitly encompasses the specific authorized executive representative executing the digital registration, alongside any corporate officer, principal partner, or authorized individual officially designated within the public safety and operational registries of the Federal Motor Carrier Safety Administration (FMCSA) or Department of Transportation (DOT) associated with that enterprise.

5.2 Credential Security, Token Governance, and Absolute User Liability. Account Owners and their authorized Users assume absolute, sole, and independent operational and civil liability for maintaining the strict confidentiality of their alphanumeric system credentials, encrypted password hashes, and integration access tokens. The Company operates as a passive cloud repository and technical data processor; consequently, the Platform shall not be held responsible for multi-tenant data breaches, database extractions, unauthorized load alterations, or illicit transactional activities caused by user negligence, local credential sharing, or faulty device protection networks. Corporate account holders retain exclusive accountability for the systemic actions executed by their staff and must enforce strict administrative protocols to ensure that password parameters are updated and that access privileges are promptly revoked for any legacy or terminated personnel within the My Team workspace module.

5.3 Mandatory Breach Notification Protocols and Mitigation Mandates. In the event that a User or Account Owner discovers, suspects, or intercepts any unauthorized access, system credential leakage, security token compromise, or data exfiltration within their dedicated network partition, they are contractually mandated to notify the Company's compliance department immediately and within a maximum window of twenty-four (24) hours via [email protected]. Upon sending such notification, the Account Owner must deploy all reasonable local mitigation frameworks, including the immediate resetting of administrative password configurations and the temporary deactivation of vulnerable integration endpoints. Failure to provide immediate notice or execute local mitigation parameters operates as an absolute waiver of any subsequent claim against FREIGHT SALES TMS LLC, and the Account Owner shall remain solely liable for any financial or operational damages arising from the prolonged unauthorized interaction with the software infrastructure.

6.1 Absolute Technical Restrictions and Code Protections. Users and interacting corporate enterprises are contractually barred from executing, attempting to execute, or facilitating any form of technical interference, architectural compromise, or proprietary asset extraction within the Platform. You explicitly covenant and guarantee that you shall not copy, modify, adapt, translate, deface, decompile, disassemble, or reverse-engineer the underlying source code, object code, algorithmic load optimization parameters, database structures, or cryptographic frameworks constituting Freight Sales TMS LLC Proprietary Information. Furthermore, it is strictly forbidden to bypass, disable, circumvent, or compromise any security gates, multi-tenant partitioning layers, user authentication mechanisms, or encryption matrices deployed to safeguard the network nodes. Any unauthorized attempt to breach the cloud infrastructure or map the system logic constitutes an immediate, incurable default and a violation of state and federal computing protection statutes.

6.2 Prohibition of Systemic Freight Fraud and Illicit Double Brokering. FREIGHT SALES TMS LLC enforces a mandate of absolute zero-tolerance regarding commercial logistics deception, cargo theft, and unauthorized vehicle role misrepresentation. All operational entities are strictly prohibited from utilizing the Platform's core modules, automated Carrier onboarding links, CRM environments, or Orders pipelines to execute, obscure, or assist in systemic freight fraud, identity theft, or deceptive supply chain manipulations. Specifically, the execution or facilitation of unauthorized Double Brokering—including the deceptive re-routing, secondary unauthorized delegation, or illicit transference of transportation load assignments to secondary motor carriers or unapproved intermediaries without the express, written, and documented consent of the primary cargo stakeholders—is completely prohibited. Any programmatic or manual intervention detected within the software partitions that reflects, tracks, or enables fraudulent logistics schemes shall trigger the immediate, permanent, and non-curable cancellation of the governing contract, the total revocation of all associated User credentials, and the instantaneous termination of Platform access without prior notice or right to financial restitution.

6.3 Automated Data Mining and Scraping Prohibitions. The preservation of database integrity and the proprietary organization of consolidated information represent vital operational interests of the Company. Consequently, no User, External Supply Chain Participant, or third-party intermediary may deploy, initiate, or maintain any automated data mining scripts, indexing crawlers, programmatic screen-scraping bots, browser extensions, or extraction utilities designed to harvest, download, or compile datasets hosted within the Platform. This restriction applies directly to all carrier compliance records, historical driver personal identifiers, proprietary freight lane valuations, and broker customer leads. The systemic harvesting of data—whether pulled from internal multi-tenant cloud repositories or derived from the Platform's live API connections linked to public federal registries like the FMCSA or Motus systems—is treated as an unlawful misappropriation of corporate assets and an abuse of system bandwidth.

6.4 Infrastructure Abuse, Spamming, and Communication Fraud. Because the Platform provides integrated technical modules allowing direct server synchronization, specifically through the Email Integration framework utilizing IMAP and SMTP configurations, all communication traffic must conform to strict security baselines. Users are completely prohibited from exploiting the Company's cloud environments, network routing channels, or integrated mail modules to distribute unsolicited mass communications, commercial spam, fraudulent phishing vectors, or deceptive shipping alerts. Any technical exploitation that causes the IP addresses, server nodes, or domains owned or managed by FREIGHT SALES TMS LLC to be placed on public telecommunications blacklists, security registries, or internet service provider spam indexes is defined as a material breach of contract. Users must ensure that all electronic message flows routed through the Platform are legitimate, authorized by the recipients, and executed in complete compliance with federal communication statutes.

6.5 Systemic Compliance Enforcement and Instant Termination Rights. The Company retains an absolute, unilateral, and discretionary right to investigate any operational anomalies, technical alerts, or multi-party complaints that suggest a violation of this Section. Upon detecting suspicious network indicators, data patterns indicative of systemic freight fraud, or alleged Double Brokering profiles, FREIGHT SALES TMS LLC reserves the right to immediately suspend all associated account environments, freeze active software partitions, and completely block platform access for the safety of the logistics network. This immediate intervention may be executed instantly without prior administrative warning, procedural grace periods, or liability for subsequent disruption of commercial operations. Furthermore, the Company is contractually authorized to preserve all relevant digital logs, transaction records, and metadata, and may fully cooperate with and disclose such evidence to the Department of Transportation (DOT), the Federal Motor Carrier Safety Administration (FMCSA), federal law enforcement bureaus, or insurance fraud investigators without incurring any liability toward the affected Subscriber or Carrier.

7.1 Subscription Term and Automatic Renewal Cycles. The initial duration of your service agreement shall correspond to the specific commercial billing frequency selected during registration (the "Subscription Term"), executing on a month-to-month continuous cycle. Upon the conclusion of any given billing period, and in consideration of uninterrupted access to the cloud infrastructure, the active Subscription shall automatically renew for an identical, consecutive period under the then-current commercial rate framework, unless the Subscriber submits a formal cancellation request through their administrative account panel or via [email protected] at least five (5) business days prior to the next scheduled automated billing date.

7.2 Suspension and Termination for Cause. FREIGHT SALES TMS LLC maintains the absolute, unilateral right to suspend system credentials, restrict data processing capabilities, or immediately terminate the active subscription contract for cause upon detecting any operational violation, technical abuse, or non-compliance with these terms. In the event of a contractual default, the Company will utilize commercially reasonable efforts to transmit an administrative notification via email to the primary address associated with the account owner explaining the rationale behind the operational restriction; provided, however, that the Company explicitly disclaims any obligation to provide prior warning, formal explanation, or detailed diagnostic disclosures if such notification is restricted by active federal investigations, Department of Transportation (DOT) inquiries, insurance fraud audits, court orders, or specific instructions issued by law enforcement agencies.

7.3 Unified Structural Enforcement and Contractual Violations. To preserve network integrity, prevent supply chain disruption, and mitigate technological risk, any breach or non-performance of specific provisions under this Agreement shall trigger immediate and non-curable disciplinary enforcement. The Company is authorized to execute instant administrative suspension or permanent termination of any user, account owner, or external supply chain participant environment based on verified financial defaults under Section 10, the ingestion of fraudulent compliance credentials or unverified driver variables under Section 3.4 and Section 4.5, or credential negligence and failure to report localized database extractions under Section 5.2 and Section 5.3. This same instantaneous termination mechanism applies without right to a grace period to any system interactions that attempt to reverse-engineer or compromise Freight Sales TMS LLC Proprietary Information under Section 6.1, engage in logistics deception and unauthorized Double Brokering under Section 6.2, deploy automated data mining scripts and screen-scraping bots under Section 3.6 and Section 6.3, or transmit commercial spam and deceptive shipping alerts through the integrated IMAP/SMTP modules under Section 6.4.

7.4 Billing Adjustments, Fees, and Review Protocols upon Termination. Upon the suspension, expiration, or termination of the subscription agreement for any reason, all outstanding commercial balances, recurring service fees, and applicable statutory taxes accrued during the active usage window shall become immediately due and payable, authorizing the Company to process such liabilities against the payment methods registered on file. To maintain financial stability and ensure multi-tenant operational continuity, subscription allocations are generally processed as final balances; provided, however, that in the specific event that an account owner identifies a direct technical error, billing anomaly, or systemic malfunction originating exclusively from the Platform's internal infrastructure, the Company's compliance department will initiate a comprehensive audit and analysis of the transaction history to evaluate the applicability and reasonableness of a discretionary billing adjustment or partial financial credit, executing any such remedy strictly under an individual, case-by-case review protocol without setting any future precedent.

7.5 Service Suspension. Apart from total contractual termination, the Company may deploy temporary service suspensions as a protective measure to isolate network vulnerabilities or investigate active multi-party logistics disputes. During a service suspension, all authorized users, brokers, carriers, and dispatchers associated with the targeted partition will be temporarily barred from logging into the software environment, accessing CRM lead histories, transmitting carrier onboarding links, or managing data pipelines within the orders module. The Company shall incur no civil, administrative, or operational liability for any lost revenue, logistics delays, or commercial disruption suffered by the user during an active investigation window.

7.6 Effect of Termination. Upon the definitive termination or cancellation of the subscription agreement, all administrative access licenses, user credentials, and operational permissions granted under these terms shall be instantly revoked. The user must immediately cease all interactions with the platform infrastructure. In accordance with the passive data processor parameters and platform efficiency goals outlined in Section 3.2 and Section 4, the Company will permanently restrict access to all multi-tenant software partitions; provided, however, that the Company retains the absolute right to store, archive, and utilize de-identified transactional metadata, aggregated data insights, and carrier-submitted compliance documents to preserve the continuity, historical verification, and automation workflows of the broader logistics ecosystem.

8.1 Definition of Proprietary Commercial Data. For all purposes operating under this TOS, "Confidential Information" encompasses any and all non-public technical, financial, or commercial intelligence disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is either designated as proprietary or should reasonably be understood to be confidential given the operational nature of the data. Within the Platform's computing environment, the Disclosing Party's Confidential Information explicitly incorporates unique customer lead lists, proprietary freight lane pricing structures, negotiated tariff variables, private corporate strategy profiles hosted within the CRM workspace, and any raw alphanumeric access parameters. Conversely, the Company's Confidential Information universally encompasses all non-public architectural designs, source code modifications, technical system logic, and internal algorithmic metrics constituting Freight Sales TMS LLC Proprietary Information. Confidential Information explicitly excludes any information that is or becomes publicly available through no fault of the Receiving Party, data assets lawfully obtained from independent third parties without non-disclosure restrictions, or anonymized datasets compiled by the Platform under Section 4.7.

8.2 Mutual Non-Disclosure Covenants and Restricted System Usage. Both the Company and the interacting system entities execute a mutual covenant to preserve the absolute privacy of all exchanged proprietary assets. The Receiving Party agrees to utilize the Disclosing Party's Confidential Information strictly and exclusively to facilitate the execution, performance, or authorized technical expansion of the Services under the parameters of Permitted Use. Neither Party shall disclose, publish, distribute, or otherwise lease any portion of the other Party's protected data assets to any external third party without obtaining prior, explicit, and written executive authorization from the Disclosing Party, enforcing the same rigorous care and standard of security protocols that the Receiving Party deploys to protect its own commercial secrets of equivalent significance.

8.3 Specific Obligations of Data Retention and Operational Isolation. The Receiving Party's non-disclosure obligations mandate that access to any Confidential Information be restricted strictly to credentialed employees, authorized Users, or professional legal advisors who possess a direct, system-level need to interact with the datasets to execute logistics workflows. Account Owners remain contractually responsible for ensuring that their operational personnel conform to these non-disclosure boundaries, assuming independent liability for any unauthorized data exposure or illicit database copying initiated by their team. These isolation parameters dictate that even upon the termination or cancellation of the active subscription, the obligations to safeguard, restrict, and preserve the secrecy of the commercial data shall remain in full force and effect for a continuous duration of three (3) years from the effective termination date.

8.4 Permitted Disclosures under Legal or Regulatory Compulsion. Notwithstanding the mutual non-disclosure restrictions established across this Section, a Receiving Party may disclose the Disclosing Party's Confidential Information if such disclosure is legally compelled pursuant to a valid judicial order, administrative subpoena, or statutory enforcement directive issued by a court of competent jurisdiction or a federal transportation agency like the DOT or FMCSA. In the event of such a regulatory or legal compulsion, the Receiving Party will utilize commercially reasonable efforts to provide the Disclosing Party with prompt written notice of the mandate, where legally permissible, to enable the Disclosing Party to seek a protective order or contest the disclosure at its own financial expense, and any data surrendered under these public safety parameters shall not constitute a default or breach of this Agreement.

8.5 Equitable Relief, Injunctive Remedies, and Breach Enforcement. Both Parties explicitly acknowledge and agree that any unauthorized disclosure, misappropriation, or systemic leakage of Confidential Information will cause immediate, irreparable commercial harm to the Disclosing Party, for which standard monetary damages would represent an inadequate legal remedy. Consequently, in the event of an active data breach, credential compromise, or unauthorized software logic mapping, the Disclosing Party shall be contractually entitled to seek immediate injunctive relief, specific performance mandates, and equitable restraining orders in any court of competent jurisdiction to arrest the unauthorized data flow, without the requirement of posting a bond or proving actual financial losses. This equitable right operates in addition to, and independent of, any monetary damage claims or systemic cancellation rights established under Section 7.3.

8.6 Discretionary Perpetual Archiving for Security Inquiries and Internal Maintenance. Notwithstanding the expiration, suspension, or termination of platform access, or any individual request by a Broker, Carrier, Dispatcher, Shipper, Factoring Company, or associated third party to restrict data visibility or render specific account variables non-public, FREIGHT SALES TMS LLC retains an absolute, unilateral, and perpetual right to preserve, house, and analyze all input records, system interactions, and logistical histories within its secure, non-public cloud infrastructure. This administrative retention protocol is executed with strict confidentiality safeguards and operates under total technical isolation from the public interfaces of the software. The exclusive and bounded purpose of this persistent historical repository is to empower the Company's compliance team, infrastructure engineers, and automated diagnostic modules to access the records for internal platform optimizations, system latency analyses, historical trend forecasting, and the comprehensive, retro-active investigation of contractual default indicators or systemic freight violations detailed across Section 6 of this agreement.

9.1 Absolute Ownership of Source Code, Algorithms, and Software Architecture. FREIGHT SALES TMS LLC retains sole, exclusive, and unshared ownership, along with all associated domestic and international proprietary rights, over every component constituting the technical and visual ecosystem of the Platform. You explicitly acknowledge and agree that the entire computational infrastructure—including, without limitation, all underlying source code, compiled object code, server-side scripts, interface designs, layout architectures, custom database relational schemas, algorithmic models for load organization, and data transmission pipelines—represents the proprietary intellectual property and industrial secrets of the Company. Your administrative license to interact with the multi-tenant software partitions represents a temporary usage privilege under Section 3.1 and does not convey, transfer, or assign any title, equity stake, or derivative rights regarding Freight Sales TMS LLC Proprietary Information.

9.2 Trademark and Proprietary Brand Protections. The commercial names, trade dresses, stylized slogans, proprietary logos, and corporate service marks deployed across the digital environments belong exclusively to the Company and are protected by United States and state-level trademark statutes. Users, account owners, and external supply chain participants are strictly barred from copying, mirroring, mimicking, or utilizing any distinctive brand variables or promotional graphics without obtaining the explicit, prior, and written executive endorsement of an authorized officer of the Company. Any unauthorized utilization of these intellectual property indicators that induces commercial confusion, misrepresents a formal corporate partnership, or devalues the brand equity of the Platform shall be prosecuted as an immediate trademark infringement and a material default under this Agreement.

9.3 Unilateral Reservation of Rights. All rights, technical permissions, systems configurations, and intellectual privileges not expressly and textually granted to you within the provisions of this TOS are unilaterally and fully reserved by FREIGHT SALES TMS LLC. This contract does not establish any implied licenses, operational carve-outs, or constructive transfers of proprietary assets. The Company retains the absolute freedom to deploy, license, modify, or restrict its technological architectures to any commercial actor, logistics network, or international marketplace at its sole discretion, completely free from any claims of market exclusivity, geographic restrictions, or structural intellectual property overlap raised by any purchasing Broker or Carrier.

9.4 Unrestricted Exploitation of Voluntary Feedback. In the event that a User, Subscriber, or third-party intermediary transmits, posts, or otherwise shares any suggestions, optimization concepts, code recommendations, layout designs, or software critiques (collectively, "Feedback") to the Company, you hereby grant FREIGHT SALES TMS LLC an absolute, worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty-free right to utilize such inputs without any restrictions. The Company is contractually authorized to adapt, modify, implement, publicize, and commercialize such Feedback directly into its production code, feature extensions, or commercial subproducts, completely free from any obligation to render financial compensation, licensing royalties, or formal administrative credit to the inputting user or their respective principal enterprise.

9.5 Categorization and Treatment of Customer Data. For the purpose of isolating intellectual property boundaries, "Customer Data" encompasses the operational variables and files inputted into the multi-tenant database partitions under Section 4.1. While the Company acknowledges that the proprietary lead databases of the Freight Broker and the specific regulatory compliance files of the Carrier represent independent commercial variables owned by their respective inputting enterprises, you agree that the technical metadata, structural file formatting, and system-generated database tables that house this Customer Data represent proprietary data environments engineered by the Company. The raw ingestion of Customer Data does not diminish the Company's absolute ownership over the cloud schemas that encapsulate it, and the data remains subject to the aggregation, processing, and subproduct commercialization rights established under Section 4.7.

9.6 Restricted Use of Trademarks or Marks for Marketing. To ensure operational clarity and prevent false claims of corporate affiliation, no Broker, Carrier, independent dispatcher, or factoring company interacting with the software environment may use the corporate name FREIGHT SALES TMS LLC, or its associated marks, within their public marketing campaigns, digital promotional videos, or load board communications without an explicit written license. Conversely, by utilizing the Platform's core modules, account owners grant the Company a limited, non-exclusive, and royalty-free license to utilize their public corporate names, operating MC/USDOT numbers, and standard business logos strictly within the Platform's multi-tenant interfaces to facilitate normal B2B supply chain routing, automated onboarding dispatches, and transactional confirmations, ensuring that such operational displays conform with applicable federal transportation frameworks.

10.1 Subscription Fee Architectures and Accrued Tax Obligations. In consideration for the administrative access privileges granted to the software partitions, the Subscriber explicitly agrees to pay the recurring Monthly Fee established under their designated corporate tier. All commercial processing balances and recurring service invoices are calculated exclusive of any applicable local, state, federal, or international taxation frameworks, including sales taxes, value-added taxes (VAT), or corporate data processing levies. The Subscriber assumes independent, sole liability for identifying, reporting, and clearing all statutory taxes associated with their cloud subscription, authorizing the Company to append any mandatory state-level tax variables directly to the automated billing invoice where required by current fiscal jurisdictions.

10.2 Structural Refund Policy and Discretionary Settlement Exceptions. All financial processing adjustments, automated subscription transactions, and multi-tenant account allocations are engineered as final commercial settlements to preserve the continuity, server balance, and ongoing technical maintenance of your dedicated cloud workspace. In alignment with standard industry SaaS compliance and network security, funds processed for an active billing cycle are fully committed to infrastructure resource provisioning. Consequently, in the event that an account profile is restricted, suspended, or definitively terminated due to material defaults or non-compliance with the logistics safeguards detailed under Section 7.3, the remaining balances shall be fully absorbed as technical mitigation costs. Furthermore, under standard operational parameters, automated recurring transactions initiated due to a lack of prior cancellation within the timeline established in Section 7.1 are deemed active service commitments and are not subject to standard commercial reversals. The exclusive criteria under which a transaction may enter our billing review pipeline require a documented mechanical variance originating directly from the Platform's core financial gateways, an uncommunicated fee restructuring, or a specific, non-precedent-setting adjustment executed solely under the voluntary, good-faith discretion and independent authorization of the Company's administration. Account owners agree to exhaust all internal validation and audit channels before initiating any external transaction disputes, ensuring that platform billing equity is preserved for all logistics participants.

10.3 Trial-Period Allocations and Promotional Offer Protocols. The Company may, at its sole operational discretion, distribute temporary promotional offers or grant a conditional Trial Period to prospective corporate enterprises. These temporary accounts are designed strictly to allow internal interface evaluations under the Permitted Use guidelines. Upon the formal expiration of the designated promotional timeline or Trial Period, the system architecture is engineered to automatically transition the workspace into a standard paid subscription environment. Unless the prospective account holder executes a formal cancellation request within their administrative panel before the exact conclusion of the evaluation window, the registered payment method will be immediately subject to the automated recurring Monthly Fee, governed fully by the billing protocols and discretionary settlement matrices established under Section 10.2.

10.4 Subscription Rate Alterations and Mandatory Prior Notice. FREIGHT SALES TMS LLC retains the absolute, unilateral right to adjust, amend, restructure, or update its commercial subscription rates, tier metrics, and Monthly Fee structures at any time. To preserve commercial equity and transparency, the Company contractually covenants to provide the Subscriber with a mandatory prior notice of at least thirty (30) days before any price modification becomes active against their account. This notification will be deployed via an administrative email dispatch to the account owner or published as a structural update on this domain. The Subscriber's continued utilization of the cloud infrastructure or any interaction with the integrated modules on or after the activation date of the rate adjustment constitutes an unconditional, binding, and irrevocable acceptance of the newly established pricing framework. If the Subscriber objects to the updated rate, they must cease all software interactions and cancel their account before the 30-day window concludes.

10.5 Invoicing Errors, Deficiencies, and Technical Rectification Windows. The Subscriber assumes an active obligation to review all automated invoices, system receipts, and electronic credit card processing statements issued through the Platform. In the event that an account owner detects a potential technical billing error, overcharge, or transactional deficiency originating from our infrastructure, they must submit a formal, comprehensive dispute ledger to [email protected] within a strict window of fifteen (15) calendar days from the date of the disputed transaction. Failure to transmit a detailed dispute communication within this 15-day rectification window operates as an absolute, binding waiver of any subsequent claim, and the processed amount shall be deemed contractually accurate, final, and uncontestable by the Subscriber.

10.6 Automated Credit Card Payment Method and Tokenized Processing. To maintain uninterrupted access to the multi-tenant SaaS environment, Subscribers are required to register and maintain an active, valid commercial credit card or authorized digital payment instrument on file. All monetary transactions, recurring billing cycles, and automated adjustments are processed through a secure, tokenized external gateway integration (such as Stripe). The Subscriber represents and warrants that they possess lawful corporate authorization to deploy the registered financial instruments and hereby grants FREIGHT SALES TMS LLC a continuous, perpetual mandate to automatically charge all recurring Monthly Fees, applicable taxes, and subscription adjustments to the designated account on or after the first calendar day of each sequential billing cycle. The Subscriber is contractually obligated to update any expired, canceled, or deficient credit card profiles immediately within their workspace parameters to prevent automated platform suspension.

10.7 Integrated Billing Workflows and Token Synchronization. The billing infrastructure operates under synchronized automated execution tokens linked directly to your active User counts and technical data limits under Section 3.6. Any administrative expansion of the workspace executed within the My Team module—including the manual addition of new operational agents or the activation of premium API data pipelines connected to external registries—will trigger an immediate, pro-rated billing adjustment for the remainder of the current Subscription Term. These systemic adjustments will be processed automatically against the credit card on file, ensuring that the operational scope of your tenant partition remains fully aligned with your contractual financial inputs at all times.

11.1 Technical Interoperability Boundaries and Third-Party Enterprise Software Integrations. The cloud platform environment is engineered to provide systematic operational efficiency; however, technical interactions with external computing architectures, contemporary web browsers, operating system patches, or third-party proprietary extensions are subject entirely to localized user hardware configurations. The Company grants access licenses to its multi-tenant partitions strictly for execution within standard, unmodified commercial web environment configurations. FREIGHT SALES TMS LLC explicitly disclaims any operational responsibility or civil liability for platform execution anomalies, visual rendering defects, performance degradation, or severe data pipeline latencies caused directly or indirectly by the deployment of unauthorized browser add-ons, script-blocking protocols, or custom corporate firewalls implemented by the User. Furthermore, when the Platform facilitates interoperability with external utility software—including digital geospatial routing engines, commercial mileage calculation applications, or third-party communication clients— all such telemetry data transfers are governed strictly by the authentication tokens provided by those respective vendors, and the Company assumes no liability for technical infrastructure failures, server outages, or data transmission losses originating inside external software server environments.

12.1 Governance of Peer Performance Reviews and User Generated Feedback. The Platform may incorporate specialized administrative modules allowing active Freight Brokers and Motor Carriers to submit performance feedback, numerical benchmarks, and qualitative peer reviews regarding their historical commercial interactions during freight transit movements. You explicitly acknowledge and agree that these user-generated summaries represent the independent assessments, commercial tracking perspectives, and raw declarations of individual logistics participants. FREIGHT SALES TMS LLC acts exclusively as a passive technological conduit for the hosting of these rating matrices and assumes zero administrative duty to pre-screen, corroborate, monitor, or independently audit the veracity or commercial objectivity of any published entry. The Company explicitly disclaims any and all legal or civil liability for reputational impacts, business delays, operational friction, or the loss of prospective transportation contracts suffered by a Carrier or Broker due to negative user reviews. The Company retains the absolute, unilateral right, but rejects any operational obligation, to permanently remove or restrict any review entry that is mathematically proven to contain malicious cyber-security payloads, constitute a bad-faith anti-competitive attack, or violate the prohibited use mandates established under Section 6.

13.1 Total Aggregate Cap on Financial Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE JURISDICTIONS AND UNDER THE GOVERNING STATUTES OF THE STATE OF TEXAS, THE ENTIRE, AGGREGATE, AND CUMULATIVE FINANCIAL LIABILITY OF FREIGHT SALES TMS LLC, INCLUDING ITS PRINCIPAL FOUNDERS, CORPORATE OFFICERS, BACKEND ENGINEERS, AND LEGAL SUBSIDIARIES, FOR ANY AND ALL CLAIMS, DISPUTES, OR ACTIONS ARISING OUT OF OR CONTRACTUALLY RELATED TO THIS TERMS OF SERVICE (TOS), EXTENDING TO SYSTEM COMPROMISES OR TECHNICAL INTEGRATION FAILURES, SHALL BE STRICTLY LIMITED TO THE EXACT MONETARY AMOUNT ACTUALLY PAID BY THE SUBSCRIBER TO THE COMPANY FOR THE SINGLE MONTH OF SUBSCRIPTION FEES IMMEDIATELY PRECEDING THE ACT GIVING RISE TO THE ALLEGED DAMAGE. THE EXISTENCE OF MULTIPLE DISPUTES OR MULTI-PARTY LITIGATION PROCESSES SHALL NOT EXPAND OR ALTER THIS FUNDAMENTAL FINANCIAL BOUNDARY, WHICH OPERATES AS A COMPREHENSIVE SETTLEMENT CEILING.

13.2 Absolute Exclusion of Civil, Criminal, Penal, and Consequential Liabilities. IN NO EVENT AND UNDER NO LEGAL THEORY—WHETHER BASED ON CONTRACT LAW, TORT LIABILITY, STRICT PRODUCTS LIABILITY, ADMINISTRATIVE REGULATIONS, CRIMINAL FRAUD STATUTES, OR CIVIL MALFEASANCE—SHALL FREIGHT SALES TMS LLC BE HELD LIABLE TO ANY PURCHASING FREIGHT BROKER, RESPONDING MOTOR CARRIER, INDEPENDENT LOGISTICS DISPATCHER, FACTORING INSTITUTION, SHIPPING CUSTOMER, OR ASSOCIATED SECONDARY USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES WHATSOEVER. THIS ABSOLUTE EXCLUSION ENCOMPASSES, WITHOUT LIMITATION, CLAIMS RELEVANT TO COGNIZABLE LOSSES OF CORPORATE PROFITS, SUPPLY CHAIN OPERATIONAL INTERRUPTIONS, CARGO LOSS OR DAMAGE DISPUTES, THE THEFT OF INTER-PLATFORM TRANSACTIONS, SYSTEMIC OUTAGES WITHIN THE EMAIL INTEGRATION MODULE, INACCURATE RETRIEVALS OF DATASETS CONTROLLED BY PUBLIC FEDERAL REGISTRIES, COMMERCIAL DATA EXFILTRATION OCCURRING DUE TO THE DEPLOYMENT OF RE-BROKERING SCHEMES, OR ANY LOSSES SUFFERED DUE TO LOGISTICS DECISIONS DIRECTLY EXECUTED UPON SYSTEM DATA CHANNELS. THIS TOTAL PRECLUSION OF LIABILITY CONSTITUTES A MATERIAL BASING FOR THE PRICING OF THE RECURRING SUBSCRIPTION FEE, AND YOU EXPLICITLY AGREE THAT THE COMPANY WOULD BE UNABLE TO LICENSE THE PLATFORM INFRASTRUCTURE B2B WITHOUT THE ENFORCEMENT OF THESE RIGOROUS LEGAL SHIELDS.

14.1 Operation of Cloud Computing Infrastructure on an As-Is and As-Available Basis. TO the maximum extent permitted under applicable statutes, the proprietary enterprise cloud software, underlying data structures, verification interfaces, and all integrated logistics modules are provided strictly on an "As-Is" and "As-Available" operational basis. FREIGHT SALES TMS LLC, along with its infrastructure utility partners, software architects, and third-party API providers, explicitly disclaims any and all warranties of any kind, whether express, implied, statutory, or constructive. This total exclusion encompasses, without limitation, any implied warranties of merchantability, fitness for a particular commercial purpose, non-infringement of industrial secrets, system uptime continuity, or the absolute absence of software anomalies, code latencies, and technical bugs. The entire operational risk regarding platform compatibility, database migration speeds, and data transmission accuracy within the multi-tenant SaaS partitions is assumed exclusively by the corporate account holder and its authorized Users.

14.2 Technical Limitations on Public Federal Registry Syncing. The Company explicitly disclaims any statutory or contractual warranty regarding the real-time accuracy, updates, completeness, or operational validity of information retrieved via live API streams from external public logistics registries, including the FMCSA and Motus compliance systems. You explicitly acknowledge that federal databases are subject to localized server downtimes, data processing latencies, and manual input errors controlled entirely by government entities. The representation of carrier safety ratings, insurance coverage statuses, operating authorities, or broker registration variables within the Platform operates as a passive data mirroring utility for general informational purposes only, and does not constitute a legal confirmation or commercial endorsement by the Company.

15.1 Multi-Party Obligation to Defend, Indemnify, and Hold Harmless. You explicitly covenant and agree to defend, indemnify, and hold completely harmless FREIGHT SALES TMS LLC, including its principal founders, corporate directors, backend engineers, system administrators, and legal subsidiaries, from and against any and all civil claims, criminal indictments, administrative liabilities, regulatory fines, financial losses, commercial damages, and legal costs (encompassing reasonable attorney fees, expert witness billing, and court costs) arising out of or contractually related to your systemic utilization of the Platform. This comprehensive obligation to absorb legal expenses covers, without limitation, any third-party claims triggered by your material breach of this TOS; any ingestion of fraudulent compliance credentials, altered driver personal identifiers, or expired certificates of insurance through the Carrier onboarding links; any local credential negligence or failure to secure password tokens under Section 5; and any direct involvement by your personnel or authorized Users in unauthorized Double Brokering configurations, deceptive cargo diversion schemes, or system data scraping activities in direct violation of Section 6. The Company reserves the right to assume exclusive legal defense and control over any matter otherwise subject to indemnification by your enterprise, in which event you covenant to fully cooperate with our legal counsel and clear all associated defense invoices as they accrue.

16.1 Mandatory Binding Arbitration under Texas Jurisprudential Statutes. Any cognizable dispute, legal controversy, or systemic claim arising out of or contractually connected to these Terms of Service, extending to the interpretation, execution, breach, or fundamental validity of this contract, shall be resolved exclusively through final, binding, and confidential arbitration administered by a recognized commercial arbitration tribunal operating within the state of Texas. The arbitration processes shall be conducted by a single neutral arbitrator possesses specialized competence in enterprise cloud software contracts and business-to-business SaaS regulations. You explicitly agree that the physical seat and exclusive venue for all formal arbitration sessions and pre-hearing filings shall be located strictly within the corporate limits of Austin, Texas, United States, and the arbitral award rendered may be entered and enforced as a final judgment in any state or federal court of competent jurisdiction.

16.2 Express Waiver of Jury Trials and Class-Action Litigation Frameworks. ALL LOGISTICS PARTICIPANTS, SUBSCRIBERS, CARRIERS, DISPATCHERS, AND ANCILLARY USERS EXPLICITLY COVENANT TO RESOLVE ALL COMPLAINTS AND CLAIMS AGAINST FREIGHT SALES TMS LLC STRICTLY WITHIN AN INDIVIDUAL CAPACITY. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO INITIATE, JOIN, MAINTAIN, OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS-ACTION LITIGATION, MULTI-DISTRICT SYSTEMIC LAWSUITS, COLLECTIVE REIMBURSEMENT DISPUTES, PRIVATE ATTORNEY GENERAL ACTIONS, OR REPRESENTATIVE PROCEEDINGS IN A STATE OR FEDERAL COURT. BOTH PARTIES ACKNOWLEDGE THAT DISPUTES SHALL BE ADJUDICATED SOLELY ON AN INDIVIDUAL BASIS, AND THE ARBITRATOR IS STRICTLY BARRED FROM CONSOLIDATING MULTIPLE CLAIMS OR PRESIDING OVER ANY FORM OF A REPRESENTATIVE LOGISTICS ACTION.

17.1 Governing Law and Exclusive Forum Selection. This TOS, along with the mutual data protection covenants and processing permissions established across the entire platform ecosystem, shall be governed, construed, interpreted, and enforced strictly in accordance with the substantive laws of the State of Texas, United States, without giving effect to any regional choice of law principles or conflict of law rules. Subject to the mandatory binding arbitration covenants established under Section 16, any residual judicial enforcement actions, actions to compel arbitration, or challenges to an arbitral award shall be brought exclusively before the state or federal courts located within Travis County, in the city of Austin, Texas, and all Users unconditionally submit to the personal jurisdiction and venue of such courts.

17.2 Contractual Severability and Entire Agreement Integration. If any provision, clause, or paragraph of this TOS is determined by an arbitrator or a court of competent jurisdiction to be legally invalid, void, or contractually unenforceable under state or federal statutes, such determination shall not affect the validity or enforceability of the remaining portions of this contract. The invalid provision shall be deemed decoupled and modified to the minimum extent necessary to render it legally valid and aligned with the original commercial intent of the Parties, and all other clauses shall remain in full force and effect. This Terms of Service (TOS), alongside the integrated Privacy Policy, constitutes the entire, definitive, and unified contractual agreement between FREIGHT SALES TMS LLC and the User regarding platform infrastructure usage, completely superseding all prior historical versions, oral promises, or written drafts.

18.1 Customer Relationship Management (CRM) Architecture. The Customer Relationship Management (CRM) module is engineered strictly as an internal administrative cloud repository for the structured organization, historical pipeline tracking, and sales communication monitoring of commercial broker lead files and corporate shipping contacts. This module provides centralized database management tools allowing Users to execute basic transactional follow-ups and monitor lane sales histories without technical interconnections, software hooks, or automated integrations to external voice-over-IP (VoIP) calling utilities, telephonic dialing infrastructures, or secondary customer tracking platforms.

18.2 Email Integration and Communication Synchronization. The Email Integration framework allows the direct technical synchronization of external, user-provided third-party electronic mail servers using IMAP and SMTP configurations. This technical module permits the consolidation of inbound and outbound commercial messages within the dedicated SaaS workspace to facilitate centralized load tracking and internal team visibility. The Company does not operate as an electronic mail network provider; the configuration, operational reliability, network security protocols, and compliance thresholds of the underlying communication networks remain under the exclusive technical administration of the User and their respective third-party enterprise mail providers.

18.3 My Carriers (Carrier Onboarding and Carrier Management Automation). The My Carriers module connects programmatically via application programming interfaces (APIs) to public federal registries, specifically retrieving raw data indicators from the Federal Motor Carrier Safety Administration (FMCSA) and Motus information networks. This tool operates exclusively as an administrative workflow automation utility designed to distribute standardized Carrier onboarding links to external transport entities, accelerating the rapid digital collection, ingestion, and multi-tenant archiving of carrier-submitted credentials. FREIGHT SALES TMS LLC does not perform active safety compliance screenings, independent regulatory vetting, corporate background investigations, or active transport safety audits. The module serves strictly to automate data retrieval and file transmission pipelines, leaving the administrative evaluation of carrier metrics to the independent judgment of the Broker.

18.4 Orders (Order Pipeline and Transactional Generation). The Orders module functions as an operational computing environment designed to facilitate the generation, tracking, and secure archiving of electronic freight transactions and load files. This framework is engineered to seamlessly pull data components directly from the customer profiles housed in the CRM environment and cross-reference them with the transport documentation compiled inside the My Carriers module. The Orders pipeline empowers authorized Users to compile, verify, and electronically transmit logistical load confirmations, including Carrier Rate Confirmations and Shipper Rate Confirmations, to participating supply chain actors, serving as a passive technical repository for the storage of static transaction metadata and active load records.

18.5 My Team (User Governance, Account Scaling, and Integrated FinTech Billing). The My Team module acts as the centralized administrative panel governing internal personnel infrastructure, user privilege profiles, and active multi-tenant subscription configurations. This utility permits authorized account administrators to manage system personnel, actively add new operational users, purchase additional computing seats or platform licenses, and remove legacy system operators from the corporate partition. Furthermore, all enterprise subscription billing routines, payment card synchronizations, and recurring transactional authorizations are managed directly within this module via embedded secure processing mechanisms integrated exclusively with our third-party PCI-DSS compliant financial technology provider, Stripe, ensuring complete isolation of payment instrument variables from the core databases of the Company.

19.1 "CRM" means the Customer Relationship Management workspace engineered for the non-automated hosting, lane profile documentation, and administrative oversight of industrial shipping contacts and enterprise lead files.

19.2 "Funnel" means the technical visual mapping and custom stages established within the workspace to track the chronological progress of a commercial sales opportunity or logistics lead.

19.3 "Bulk Import" means the programmatic document ingestion feature that enables a User to upload mass historical customer records or data arrays into the CRM via pre-formatted external text files or spreadsheets.

19.4 "Duplicate Control" means the internal technical filtering mechanism designed to scan, cross-verify, and flag overlapping alphanumeric telephone fields or email addresses within a single multi-tenant database partition to prevent record duplication.

19.5 "TMS" means the cloud-based Transportation Management System architecture operated as a passive technical tool to organize logistics variables and optimize supply chain workflows.

19.6 "Email Integration" means the technical IMAP/SMTP server connection configuration that synchronizes external enterprise mail networks with the Platform interface.

19.7 "Carrier Onboarding" means the technical process of distributing an automated computing link to an external transport provider to facilitate the rapid ingestion of digital credentials and compliance profiles.

19.8 "Carrier Management" means the passive archival module where a Broker stores, reviews, and organizes the static safety variables, license profiles, and insurance certificates submitted by historical carriers.

19.9 "Carrier Rate Confirmation" means the digital transactional document generated within the Platform that outlines the specific freight lane metrics, payment terms, and handling mandates binding a Broker and a hauling Motor Carrier.

19.10 "Shipper Rate Confirmation" means the electronic contract file detailing the commercial pricing, cargo parameters, and billing definitions established between the primary Broker and the underlying cargo owner or Shipper.

19.11 "Order" means the centralized digital file tracking a unique freight transaction, encompassing all associated pickup milestones, delivery locations, and operational metadata.

19.12 "Order Pipeline" means the administrative tracking interface that displays the live status transitions of active logistics movements, from initial generation to final delivery and secure archiving.

19.13 "Stripe" means the independent, third-party, PCI-DSS compliant financial technology and credit card processing gateway integrated with the Platform to secure recurring payment functions.

19.14 "Subscription" means the recurring business arrangement under which a Freight Broker accesses a partitioned software tenant in exchange for the payment of designated recurring fees.

20.1 Passive Nature of Federal API Registry Syncing. FREIGHT SALES TMS LLC utilizes automated application programming interfaces (APIs) to query and display data fields from public federal directories, including the Federal Motor Carrier Safety Administration (FMCSA) and Motus information networks. The Company operates strictly as a neutral technological mirror and explicitly disclaims any duty, liability, or mandate to verify, audit, amend, or update the information displayed. All data points, safety ratings, operational status indicators, and insurance updates retrieved via these public pipelines are provided strictly for general informational purposes and process-automation assistance.

20.2 Broker's Absolute and Independent Duty of Verification. You explicitly acknowledge, covenant, and contractually agree that the Platform does not perform background validation or enforce transport compliance safeguards. In the event that any information retrieved via API from the FMCSA or Motus systems is incorrect, incomplete, delayed, or outdated, the purchasing Freight Broker assumes an absolute, independent, and non-delegable duty to verify the regulatory compliance, active insurance validity, safety ratings, and legal authority of the Motor Carrier through external, independent, and direct government communication channels prior to dispatching any freight load. FREIGHT SALES TMS LLC, its directors, and backend developers shall remain completely immune and free from any civil or financial liability for losses, cargo delays, safety infractions, or double-brokering fraud resulting from a Broker's reliance on mirrored API data streams, and the complete commercial and legal risk of carrier selection remains exclusively with the Broker.

21.1 Unilateral Architectural Alterations, System Updates, and Deployment Rights. The Company retains the absolute, unilateral, and unrestricted right to implement continuous software updates, core database reorganizations, feature deletions, security patches, or hotfixes within the Platform's multi-tenant architecture at any time. You explicitly acknowledge and agree that the technical infrastructure, visual module interfaces, and data processing configurations may evolve or undergo structural modification throughout the duration of your system usage. FREIGHT SALES TMS LLC shall incur no civil, operational, or financial liability toward any Broker, Carrier, independent dispatcher, or secondary user for technical modifications that alter user navigation habits, change the design layout of specific pipelines, or cause temporary software latency during database migration windows. The deployment of automated technical updates is executed to preserve global system integrity and protect server nodes against systemic vulnerabilities, and your continuous interaction with the Platform following any computing update constitutes an irrevocable acceptance of the newly modified software environment.

22.1 Scope, Isolation, and Restricted Automation Disclosures of Fleet Data. For the purpose of maintaining operational clarity and data segregation within our logistics network, "Carrier Confidential Information" encompasses the non-public compliance documentation, commercial driver's licenses, certificates of insurance, and fleet financial profiles inputted directly by a Motor Carrier or an authorized independent dispatcher through the automated Carrier onboarding links. The Company covenants to maintain these data assets within a secure, confidential cloud storage environment, deploying standard cryptographic encryption-at-rest protocols to protect the records from unauthorized external exfiltration. However, you explicitly acknowledge and contractually agree that the Platform is intentionally engineered as an automated B2B process-automation utility; consequently, the Company is authorized to transmit, stream, and disclose all submitted Carrier Confidential Information directly to the specific Freight Broker that initiated the software interaction link. Furthermore, once uploaded, these data assets are subject to the persistent, confidential historical database retention rules established under Section 4.4 and Section 8.6 to facilitate accelerated future onboarding requests by other platform Subscribers and to support retro-active anti-fraud compliance audits conducted by the Company's administration.

23.1 Binding Effect of Automated Interaction and Digital Onboarding Link Engagement. This Section establishes an independent, legally binding contractual covenant applied directly to all Motor Carriers, fleet operators, and independent owner-operators interacting with the Platform's external modules. By clicking an "Accept and Continue" protocol interface, accessing an automated Carrier onboarding link generated by a platform Subscriber, or transmitting any documentation into our cloud databases, you acknowledge that you are acting as a legally authorized corporate representative of your respective transport enterprise and explicitly agree to be bound by every restriction, liability waiver, and data processing rule established across these generic Terms of Service (TOS). This binding contractual effect activates instantaneously upon your initial interaction with the software environment, operating as a mandatory prerequisite for database ingestion. If you do not possess the corporate authority to bind the transport company, or object to the non-verification and passive data processor rules of the Platform, you must immediately close the browser session and refuse the onboarding interaction.

23.2 Mandatory Credentials Authentication and Transport Documentation Warranties. When a Motor Carrier completes an onboarding packet or uploads records through the interactive portal links, such entity provides an absolute and continuous commercial warranty regarding the authenticity, regulatory validity, and legal currency of all submitted data elements. The Carrier guarantees that all uploaded variables—including driver's licenses, Commercial Driver's Licenses (CDL), non-CDL credentials, Vehicle Identification Numbers (VIN #), and Certificates of Insurance (COI) encompassing cargo and auto liability policies— are active, unaltered, and free from fraudulent misrepresentations under federal transportation frameworks. The Carrier explicitly acknowledges and agrees that the Platform is technically engineered to store and automatically disclose these compliance assets directly to the specific Freight Broker that initiated the software interaction link, and simultaneously grants the Company a perpetual processing license under Section 4.4 and Section 8.6 to archive these documents within our secure backend repositories to accelerate future onboarding distributions across our multi-tenant SaaS ecosystem.

24.1 Application of Contractual Terms to Independent Dispatchers, Shippers, and Factoring Companies. The scope of this TOS, including all prohibited use mandates detailed under Section 6, applies directly, universally, and without exception to any independent dispatch agencies, enterprise Shippers, consignees, asset-based Factoring Companies, commercial Insurance Companies, and secondary software integration Service Providers who access or interact with the platform architecture, whether directly through a custom user profile or indirectly through data streams routed via a Broker's administrative portal link. Independent Dispatchers contractually warrant that they possess valid, active corporate powers-of-attorney executed in writing by their contracted Motor Carriers before inputting driver personal identifiers or scheduling commercial load assignments within the system nodes. Furthermore, Factoring Companies and Shippers acknowledge that they are bound by the same data integrity and anti-fraud protocols established herein, guaranteeing that any invoice assignments, notices of assignment, letters of release, lading bills, or financing parameters transmitted to the Platform are entirely authentic and free from deceptive variables.

24.2 Derivative Liability Isolation for Automated Supply Chain Data Flows. All External Supply Chain Participants, indirect users, and ancillary third-party entities explicitly acknowledge and contractually agree that FREIGHT SALES TMS LLC operates strictly and exclusively as a passive technological intermediary providing neutral cloud computing infrastructure. The Company maintains zero administrative involvement, exercises no discretionary oversight, and maintains an absolute safe harbor protection against any multi-party transactional liabilities. Consequently, the Company explicitly disclaims any and all direct, vicarious, or statutory liability arising from inter-party freight payment collections, double-brokering identity fraud, cargo theft, vehicle safety rating latencies, or carrier insurance cancellations. All information security risks, commercial transaction liabilities, and legal exposures arising from supply chain data interactions remain exclusively with the participating corporate actors under the multi-party accountability frameworks established throughout this Agreement.

25.1 Statutory Validity of Electronic Execution and Digital Assent Assets. Pursuant to the federal Electronic Signatures in Global and National Commerce Act (E-Sign Act) and the Texas Uniform Electronic Transactions Act (UETA), all electronic records, system interactions, and computerized assent indicators captured within the Platform's databases shall be deemed verified written instruments. Under no circumstances may any logistics participant or corporate account holder contest the validity, enforceability, or admissibility of this contract solely on the basis that it was executed and stored electronically. Both Parties explicitly agree that all multi-tenant authentication logs, automated onboarding link interaction timestamps, and digital security tokens managed by the software infrastructure serve as permanent, objective evidence of lawful execution, possessing identical legal status and evidentiary weight as traditional physical signatures under applicable state and federal jurisdictions.

25.2 Exclusion of Third-Party Beneficiary Status and Universal Platform Assent Covenants. This TOS is executed strictly and exclusively for the mutual operational benefit of FREIGHT SALES TMS LLC and the registered business entities utilizing the computing infrastructure under the guidelines of Permitted Use. No provision, clause, or technical description detailed within this contract is intended to establish, create, or imply any rights, commercial remedies, or actionable claims enforceable by any external third-party entities or non-signatory individuals who are completely detached from the systems. Conversely, it is contractually established and decreed that any Shipper, Motor Carrier, independent dispatch agency, Factoring Company, or any other transport-related enterprise interacting directly or indirectly with our infrastructure explicitly, universally, and unconditionally accepts and submits to all terms, operational conditions, and liability waivers of FREIGHT SALES TMS LLC by the single fact of accessing an automated onboarding link, transmitting an invoice ledger, processing cargo data, or utilizing any module partition within the Platform. This mandatory network submission ensures that the Company remains completely insulated from derivative claims arising from multi-party transportation disputes or cargo transit delays.

25.3 Federal Sanctions and Trade Export Compliance Mandates. The Platform and its integrated data networks are governed by the statutory trade restrictions and export control frameworks of the United States. All Users, Freight Brokers, Motor Carriers, and independent dispatchers represent, warrant, and contractually guarantee that neither their corporate entity, nor any of their principal partners, commercial drivers, or affiliated logistics customers, are listed on any federal blocking directories, including the Specially Designated Nationals (SDN) list managed by the United States Department of the Treasury's Office of Foreign Assets Control (OFAC). Any interaction with the cloud infrastructure by a sanctioned entity or to facilitate freight transit for prohibited commercial parties constitutes an instantaneous, non-curable breach of contract, resulting in the immediate cancellation of your subscription, the permanent freezing of your multi-tenant data partition, and the disclosure of relevant system logs to federal regulatory agencies.

25.4 Formal Communications and Corporate Legal Contact Protocols. Any formal inquiries, legal requests, contractual notifications, or official corporate demands directed to the Company regarding the execution or operational scope of this TOS must be delivered in English through our designated communication channels. All electronic dispatches must be routed to our dedicated legal and compliance inbox via [email protected]. For physical statutory notifications, judicial enforcement filings, or pre-arbitration document deliveries, records must be formally dispatched via certified United States Mail, return receipt requested, or handled by a recognized international courier service, addressed precisely to our corporate headquarters located at: FREIGHT SALES TMS LLC, Attn: Legal & Regulatory Compliance Department, 5900 Balcones Dr Ste 100, Austin, Texas, 78731, United States. Technical notifications distributed by the Company to account owners shall be transmitted directly to the primary corporate email address captured inside the My Team registration module, and are deemed legally active twenty-four (24) hours following their electronic dispatch.