Updated: February 22, 2023

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CarrierHQ - Terms of Use

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CarrierHQ LLC (“CarrierHQ”) operates www.carrierhq.com, www.my.carrierhq.com, and all subdomains. By visiting the CarrierHQ website, web portals and/or application (collectively, the “Platform”) at any time, you and your employer or the entity you are representing (“User”) hereby agree to be bound by the following terms of use (“Terms of Use”). If you are accepting and/or executing on behalf of your employer or another entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to these Terms of Use. By accepting these Terms of Use and/or using the Platform, User hereby agrees that these Terms of Use constitute a legally binding agreement. IF USER DOES NOT AGREE TO THE CARRIERHQ TERMS OF USE OR CONSENT TO DO BUSINESS ELECTRONICALLY, DO NOT USE THE PLATFORM OR SERVICES.

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1. Overview.

1.1. The “Services” include (i) CarrierHQ; (ii) Insurance Services; (iii) Factoring; (iv) Formation Services; (v) Fuel Services; (vi) ELD Services; (vii) other services available now or in the future through or connected to the Platform. Not all Services are available to all Users.

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1.2. Eligibility. Users must be at least 18 years old to use the Platform and/or Services and the Platform and/or Services are intended for commercial or business purposes only. By agreeing to the Terms of Use, you represent and warrant that you are: (i) at least 18 years old; (ii) that you have not previously been suspended or removed from the Platform and/or Services; and (iii) that your registration and/or use of the Platform and/or Service is in compliance with any and all applicable laws and regulations.

 

1.3. Creating an Account. To use the Services, a User must register for an account (“Account”) via the website at www.carrierhq.com; www.my.carrierhq.com; or CarrierHQ application and provide certain information as prompted by the registration form. CarrierHQ may register an Account on behalf of User subject to User validating the account. User represents and warrants that all information submitted is truthful and accurate at the time it is submitted and/or validated. User is responsible for maintaining the confidentiality of its login credentials and is fully responsible for all activities that occur under its Account. User agrees to immediately notify CarrierHQ of any unauthorized use, or suspected unauthorized use, of the Account or any other breach of security. CarrierHQ is not liable for any loss or damage arising from User’s failure to comply with these requirements.

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1.4. Performance of the Services. To use the Services, User needs compatible hardware, software, and, in some cases, internet access; the performance of the Services may be affected by these factors.

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1.5. Use of Third-Party Services. Certain of the Services are not provided by CarrierHQ. As such, with respect to such services, CarrierHQ serves merely as a conduit through which a User may purchase, license, or otherwise obtain their use. CarrierHQ makes no representations or warranties regarding any services provided by other third-party providers of software (“Third-Party Vendors”). By using one of these Services, User agrees that we may transfer the relevant data to the Third-Party Vendor. For the avoidance of doubt, the provisions of these Terms of Use apply equally to those Services provided by Third-Party Vendors as well as the Services provided directly by CarrierHQ. To access certain Services, User may be required to pay fees to Third-Party Vendors and accept their contractual terms and conditions. These fees and compliance with contractual terms are between User and/or Third-Party Vendor. The Third-Party Vendor is solely responsible for its content, warranties, and claims that User may have, consistent with these Terms of Use

 

1.6. Geographic Restrictions - The Platform, and certain content available within the Platform including specific Services, are currently available only in certain U.S. states. You agree that you will not present any false, inaccurate or misleading information in an effort to misrepresent yourself as a resident of a supported state or country, and you will not attempt to circumvent any restrictions on access to or availability of the Platform or Services.

 

1.7. Inapplicability of Other Terms of Use. Any terms and conditions on any transactional or shipment-specific document, including any bill of lading, dock receipt, or similar documentation exchanged in connection with a shipment offered by a shipper or transported by User shall not apply to any services performed by CarrierHQ or any Third-Party Vendor and shall not be binding on or applicable to CarrierHQ.

 

1.8. Location-Based Services. CarrierHQ provides features based on User’s location and or certain behavioral data with respect to a User including a User’s electronic logging device (“ELD”). In order to utilize CarrierHQ features including but not limited to Insurance Services, a User must allow and also require their drivers to allow CarrierHQ access to location, use, milage, and other behavior information generated by ELD (“ELD Data”). By electing to use the Services, you hereby grant CarrierHQ an irrevocable, worldwide, non-exclusive, fully-paid-up license to store, use, and sublicense ELD Data including the right to share the ELD Data with Third-Party Vendor for the performance of the Service(s).

 

1.9. Service Area / Interruptions. Since the Platform is internet based, it may be interrupted or negatively affected by items outside of the control of CarrierHQ. CarrierHQ is not liable to User for interruptions of or problems with the Platform and/or Services caused by acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services obtained by you or CarrierHQ, virus attacks or hackers, failure of third party software (including, without limitation, e-business software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for the Services; failure of access circuits to CarrierHQ’s computer network; DNS issues; issues with FTP, POP3, SMTP, or any items relating to your access to the Services; your acts or omissions (or acts or omissions of others engaged or authorized by you, including, without limitation, custom scripting or coding (e.g., COI, Perl, HTML, ASP, etc.), any negligence, willful misconduct, or use of Services in breach of this Agreement; e-mail or WebMail delivery and transmission; or outages elsewhere on the Internet that hinder access to the Platform and/or Services.

 

1.10. Mobile Device. To access certain Services, User may be required to pay fees imposed by its wireless carrier, including but not limited to, SMS text messages, data or WAP services fees, roaming, air time, excess minutes or excess data fees in order to access the Services and all such fees are the sole responsibility of the User and you consent to the use herein.

 

1.11. Changes/Upgrades to Services. CarrierHQ may modify or change the Services and any related fees (as defined below) upon 14 days’ notice to User. CarrierHQ will notify you via the e-mail provided by you during registration. User’s continued use after such modification(s) or change(s) are made constitutes your acceptance of such Service and/or fees.

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2. Services

2.1. Insurance Services.

2.1.1.        Insurance Services include: 1) Small Fleet Advantage (“SFA Insurance”); 2) Last Mile Delivery (“LMD Insurance”); and 3) any additional programs offered by CarrierHQ where there is an agreement in place and will be individually or collectively referred to as Insurance Services.​​

2.1.2.        If User uses Insurance Services offered by Third-Party Vendors, User will owe the Third-Party Vendor the amounts agreed to between the parties. CarrierHQ may receive rebates, discounts, or other consideration from Third-Party Vendors of insurance in relation to purchases made by User, User agrees that CarrierHQ may retain 100% of those amounts. If User elects to discontinue insurance-related services offered through CarrierHQ, certain insurance policies in place will expire on their own terms once premiums are no longer paid (i.e., typically at the end of day), at which point User is responsible for obtaining independently any coverage it requires other policies will include a cancelation period. Insurance Services are subject to the terms and conditions of the Third-Party Vendor(s) offering the Insurance Services and CarrierHQ is not the broker of Insurance Services.

 

2.1.3.        SFA Insurance requires ELD Data to participate in the program. Failure to connect and provide ELD Data for each vehicle included under SFA Insurance through the required program connection with CarrierHQ or a CarrierHQ designated Third-Party Vendor will subject the User to a non-connection fee (“Non-Connection Fee”). The Non-Connection Fee is also incurred for vehicles included under SFA Insurance that are added but not connected or for data flow suspended by a User to CarrierHQ. Payment for SFA Insurance is completed through CarrierHQ Factoring or ACH Deductions. SFA Insurance including coverage by the Aon Small Fleet Risk Retention Group have multiple payment options electable at the time of binding. CarrierHQ does not charge an ACH Fee for the one-time annual payment option but will charge the ACH Fee for any makeup contributions under CarrierHQ factoring. All other ACH Deductions are subject to the ACH Fee, Non-Connection Fee (if incurred), and/or SAAS Fee.

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2.1.4.       LMD Insurance requires ELD Data to participate in the program. Payment for LMD Insurance is completed by Direct Payment through the Third-Party Vendor for the program unless another payment option is made available by CarrierHQ in its sole discretion including CarrierHQ Factoring or ACH Deductions. CarrierHQ does not charge an ACH Fee for the one-time annual payment option but will charge the ACH Fee for any makeup contributions under CarrierHQ factoring. All other ACH Deductions are subject to the ACH Fee and/or SAAS Fee.

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2.2 Fuel Services.        If User uses a CarrierHQ fuel program, User agrees to the terms of the Third-Party Vendor. If User elects to utilize Fuel Services through CarrierHQ, User will be charged a monthly Fuel Services Fee identified by the Third-Party Vendor Unless indicated to the contrary and/or CarrierHQ loading fee as designated in the Platform (“Fuel Loading Fee”), the Third-Party Vendor Comdata Network, Inc. (“Comdata”) will provide fuel cards and ComCheck subject to Comdata terms and conditions with the User. Details regarding the Fuel Program are available from Comdata directly. CarrierHQ may receive rebates, discounts, or other consideration from Comdata in relation to fuel purchases made by User; User agrees that CarrierHQ may retain 100% of those amounts.

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2.3. Formation Services

2.3.1.       CarrierHQ provides access to certain services for obtaining and managing business formations, compliance, and operating authority registration through a Third-Party Vendor (“Formation Services”) subject its terms and conditions. The Formation Services may include an online legal portal to give Users a general understanding of the law and to provide an automated software solution to Users who choose to prepare their own legal documents. At no time does CarrierHQ review User’s answers for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation. CarrierHQ is not a law firm and may not perform services performed by an attorney. CarrierHQ and Formation Services are not substitutes for the advice or services of an attorney.

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2.3.2.        The law is a personal matter, and no general information or legal tool like the Formation Services can fit every circumstance. Furthermore, the legal information contained in the Formation Services is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if User needs legal advice for User’s specific problem, or if User’s specific problem is too complex to be addressed by our tools, User should consult a licensed attorney in your area.

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2.3.3.        Formation Services are not intended to create any attorney-client relationship, and User’s use of Formation Services does not and will not create an attorney-client relationship between User and CarrierHQ or Legalinc. Instead, User is and will be representing User in any legal matter User undertakes through the Formation Services.

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2.4.        ELD Services. CarrierHQ provides access to and is a reseller of Geotab ELDs. By purchasing or using an ELD, harness, and/or monthly service (“ELD Service”) through CarrierHQ, you acknowledge that the ELD Service is provided by a Third-Party Vendor. The Third-Party Vendor for ELD Service is Geotab Inc. (“Geotab”) and the purchase and/or service is governed by Geotab’s End User Agreement. The Geotab ELD pricing for the quantity ordered (“Device Price”) is set and provided at the time of purchase. In addition to the Device Price, CarrierHQ will bill a monthly service charge each device depending on the level service elected: either Regulatory Plans or ProPlus Plans at the current rate provided to the User which CarrierHQ can change upon thirty (30) days notice to the User (“Monthly Service Rate”). Failure to pay the Monthly Service Rate may result in the termination of the ELD Services and loss of any data. The Device Price and the Monthly Service Rate are non-refundable. CarrierHQ reserves the right to change, at its sole discretion, the Monthly Service Rate, as long as prior notice is given to participating carriers. The ELD Service is provided by Geotab on a month-to-month basis, and may be cancelled by User by emailing CarrierHQ at info@carrierhq.com. CarrierHQ may offer certain promotions from time-to-time to new customers. These promotions will include additional terms and conditions.

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2.5.        Other Marketplace Services. Other Marketplace Services may be offered to the User from time to time through the Platform. The User agrees to all obligations of any terms and conditions, including fees, with the Third-Party Vendor. User understands that CarrierHQ may receive rebates, discounts, or other consideration from such Third-Party Vendors and User Agrees that CarrierHQ may retain 100% of those amounts.

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3.        Term and Cancelation. Unless otherwise required or modified by a Service, User’s Services will commence upon your acceptance of the Terms of Use and will continue on a month to month basis until cancellation by either you, Third-Party Vendor, or CarrierHQ as provided herein. Any cancellation will take effect according to the term of the Service and all access to the Service shall cease. If your Service is suspended or cancelled, User will still be responsible for payment of all outstanding balances accrued through the cancellation date, including any fees described herein or other fees charged by the Third-Party Vendor. Termination of Account will automatically trigger termination under Third-Party Vendor Services and may result in cancelation of acceleration of payments for such Services. You will have a right, at any time, to cancel the certain Services upon Notice to CarrierHQ. Upon such notice, you will not receive a refund of any fees paid or fees owed during the month the Service was cancelled and any additional payments will be deducted from the CarrierHQ Reserve Account. Any remaining funds in the CarrierHQ Reserve Account after all fees are paid to CarrierHQ and/or Third-Party Vendors will be returned to User within thirty (30) days.

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4.           CarrierHQ Fees and Charges

4.1.        ​In General. To pay all fees and charges for use of the Services, a User shall either (i) provide CarrierHQ with a valid credit card; (ii) establish electronic funds transfer to CarrierHQ (“ACH Payments”); (iii) establish Factoring; or (iv) agree to pay the Third- Party Vendor directly, if available (“Direct Pay”). All subscriptions, transactions, and/or sales elected or used by User are considered final.

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4.2.        Platform Access.

4.2.1        Access to CarrierHQ platform requires payment of a software-as-a-service fee (“SAAS Fee”). All SAAS Fees will be disclosed to User and, unless otherwise noted, the SAAS Fees are due in advance of the Service being provided and will include all applicable sales tax and will be billed to you and transacted by CarrierHQ or its designated Third-Party Vendor. All Services with a monthly per user fee will have an automatic renewal and unless cancelled or auto-renewal is turned off at least 24-hours before the end of the current period, the account that you provided for payment purposes will be automatically billed at the end of each monthly period until the Service is terminated. CarrierHQ reserves the right to adjust the SAAS Fees (including adding a fee) upon seven (7) days notice

4.2.2        Any renewal of your subscription will be billed at the applicable Fees in effect at the time of the renewal. You will not receive billing statements. Billing statements and auto-renewal may be accessed by you in the Services and such statements, if any, will contain the SAAS Fees charged and the date of such charge. Any questions or claims regarding billing can be directed to CarrierHQ’s customer service. If you wish to dispute a charge on your bill, please call CarrierHQ’s customer service within sixty (60) days after the due date of the charge in question, otherwise you waive your right to dispute the charge. We reserve the right to waive all or part of the SAAS Fees at our discretion including but not limited to waiving the fee for any users who elect CarrierHQ Factoring.

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4.3.        Credit Card/Debit Transactions. For card-based transactions, User acknowledges that CarrierHQ uses services provided by Stripe, Inc. for payment processing of credit card transactions. By using such services, User agrees to Stripe, Inc.’s Privacy Policy and

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Terms of Use, found at https://stripe.com/us/legal.  CarrierHQ reserves the right to charge a fee for processing Credit Card Transactions.

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4.4.        Factoring. For deductions made through Factoring with CarrierHQ Factoring or with a CarrierHQ Certified Factor (“CarrierHQ Factoring”), User acknowledges that its payments from CarrierHQ Factoring will come from and a percentage of gross invoices purchased by the CarrierHQ Certified Factor (“Percentage Deduction”) or as a flat deduction from the first invoice of a week (“Flat Deduction”). The Percentage Deduction or Flat Deduction will be set at an amount sufficient to first satisfy Installments, as defined below, due and then fill a CarrierHQ Reserve Account. User acknowledges that its payment is governed by the agreement between User and CarrierHQ Factoring and the Percentage Deduction and/or Flat Deduction can be adjusted up upon notice of CarrierHQ to CarrierHQ Factor. If insufficient funds remain by the end of the third (3rd) week of a month, the ACH Payment method will be used to satisfy the difference. CarrierHQ may, in its discretion, lower the Percentage Deduction if the amount of funds exceeds the funds needed to fill the CarrierHQ Reserve Account.

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4.5.        ACH Deductions. In order to establish Services using payment ACH Deductions (including Factoring), a User must link their Bank Account through a Third-Party Vendor, Plaid, Inc. including accepting Plaid’s Terms of Use at www.plaid.com/legal. By providing the information and electing a Service, User authorizes CarrierHQ to automatically debit/credit its account (this includes authorization to reverse any entries made in error (credit)). The authority will remain in effect until the User provides written notice to cancel the Service linking the ACH Deduction. User agrees that such authority waives its right to dispute any charge related to Service(s) elected by the User and the User is responsible for all costs, fees, and charges CarrierHQ incurs due to collection of a failed payment or disputed charge including reasonable attorney fees. With the exception of Insurance Services for a one-time annual payment, CarrierHQ will charge a SAAS Fee which includes a processing fee for the ACH Deduction. For any additional payments required due to additional services, implementation of a payment plan, and/or an additional processing fee of $15 per ACH Deduction will be charged, unless indicated otherwise by CarrierHQ. User is responsible for all fees charged by User’s bank including but not limited to: overdraft, insufficient funds, stop payment, etc (“Payment Failure”) which will be the higher of the fee or $15. After the second Payment Failure, CarrierHQ reserves the right to increase the fee charged for the Payment Failure to up to $100 per Payment Failure (“Payment Failure Fee”). User will pay the Payment Failure Fee as liquidated damages and not as a penalty.

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4.6.        Direct Pay Transactions. If enabled by a Third-Party Vendor in the Portal or for a Service, User acknowledges that any fees or charges assessed by Third-Party Vendor are the responsibility of User and may be due in advance of the provision of Service by the Third-Party Vendor. Any payments made directly to the Third-Party Vendor will be made according to the terms and conditions of the Third-Party Vendor (“Direct Payment”).

 

4.7.        CarrierHQ Reserve Account. Most Services require payment in advance and will be deducted in advance to fill an account for the User as prepayment of Services (“CarrierHQ Reserve Account”). CarrierHQ Reserve Account is equal to approximately one and half (1.5) times the Installment and/or the amount of estimated expenses due in the following month for Services, whichever is higher. To fill the CarrierHQ Reserve Account, User hereby authorizes deductions through Factoring or ACH Deductions. CarrierHQ Reserve Account will be used to pay for Services in the following order: 1) Insurance Services; 2) CarrierHQ Fees; 3) Factoring; 4) Fuel Services; 5) ELD Services; and 6) other Services.

 

4.8.        Payment Plans. CarrierHQ in its sole discretion may agree to enter into one or more payment plan(s) to fill the CarrierHQ Reserve Account or repayment plan(s) with User to pay for amounts due and payable to CarrierHQ or a Third-Party Vendor (each “Payment Plan”). The User acknowledges that the Payment Plan is governed by the Payment Plan Agreement by and between CarrierHQ and User.

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5.           ​General Terms.

5.1.        Licenses. Licenses to use the Services are provided by CarrierHQ or Third-Party Vendors. CarrierHQ is not a party to the any contract or user agreement between User and any Third-Party Vendor. The Third-Party Vendor is solely responsible for its content, warranties, and claims that User may have, consistent with these Terms of Use.

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5.2.        Support. CarrierHQ is responsible for providing support for the services it provides directly, or as required under applicable law. Third-Party Vendors are solely responsible for providing support for Third-Party Services.

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5.3.        Governing Law and Choice of Forum. These Terms of Use and any action related thereto or related to Platform and/or Services shall be governed, controlled, interpreted, and defined by and under the laws in effect in the State of Indiana, without regard to conflicts of law principles. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action shall be subject to the exclusive jurisdiction of the state and federal courts located in Marion County, Indiana, and you hereby irrevocably submit to personal jurisdiction in such courts. The United Nations Convention on the International Sale of Goods is explicitly excluded from this Agreement.

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5.4.        Contract Changes. CarrierHQ reserves the right to add new or additional terms or conditions on User’s use of the Services. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms of Use. User’s continued use of the Services will be deemed acceptance of those modified or additional terms.

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5.5.        Intellectual Property. User agrees that the Services contain proprietary information and material that is owned by CarrierHQ, its licensors, or the Third-Party Vendors, and are protected by applicable intellectual property and other laws, including copyright. User may not use such proprietary information or materials except for use of the Services in compliance with these Terms of Use. The “CarrierHQ” name and other CarrierHQ trademarks, service marks, graphics, and logos used in connection with Services are trademarks or registered trademarks of CarrierHQ. User is granted no right or license with respect to any of the aforesaid trademarks.

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5.6.        Termination of Services. If User fails, or CarrierHQ suspects that User has failed, to comply with any of the provisions of these Terms of Use, CarrierHQ may, without notice to User: (i) deactivate User’s Account; and/or (ii) preclude User’s access to the Services. CarrierHQ further reserves the right to modify, suspend, or discontinue the Services at any time with or without notice to User, and CarrierHQ will not be liable to User or to any third party should it exercise such rights. User is responsible for all fees and/or expenses due for the Services.

 

5.7.        Disclaimer of Warranties; Limitations on Liability

CarrierHQ does not guarantee, represent, or warrant that User’s use of the Services will be uninterrupted or error-free, and client agrees that, from time to time, CarrierHQ may remove the Services for indefinite periods of time or otherwise limit or disable User’s access to the Services.

 

User’s use of, or inability to use, the Services is at its sole risk. The Services are provided “as is,” “with all faults,” and “as available” for User’s use, without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement.

 

In no case shall CarrierHQ, its directors, officers, employees, affiliates, agents, contractors, or licensors be liable for any direct, indirect, incidental, punitive, special, or consequential damages relating to or arising from User’s use of the Services, including, but not limited to, any errors or omissions, or any loss or damage of any kind incurred as a result of the use of the Services, transmitted, or otherwise made available via the Services, even if advised of their possibility. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, CarrierHQ’s liability shall be limited to the extent such limitation is permitted by law

 

User’s submission of information in connection with the Services is its sole risk, and User hereby releases CarrierHQ from any and all liability to client for any loss or liability relating to such information.

 

CarrierHQ does not represent or guarantee that the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and client hereby releases CarrierHQ from any liability relating thereto.

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5.8.        Waiver and Indemnity. User agrees, to the extent permitted by law, to indemnify and hold CarrierHQ, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of User’s breach of these Terms of Use, User’s use of the Services, or any action taken by CarrierHQ as a result of its finding or decision that a violation of these Terms of Use has occurred. User shall not sue or recover any damages from CarrierHQ, its directors, officers, employees, affiliates, agents, contractors, and licensors as a result of its decision to remove or refuse to process any information, to terminate User’s access to the Services, or to take any other action during the investigation of a suspected violation or as a result of CarrierHQ’s conclusion that a violation of these Terms of Use has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by these Terms of Use. In addition, User agrees, to the extent permitted by law, to indemnify and hold CarrierHQ, its directors, officers, employees, affiliates, agents, contractors, harmless with respect to any claims asserting that CarrierHQ is the direct or joint employer of User or any of User’s workers.

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5.9.        Doing Business Electronically. User and CarrierHQ consent to receive communications from each other in an electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that CarrierHQ provides to User electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing, provided the sender of the electronic communication can be authenticated using commercially reasonable means.

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5.10.        Miscellaneous Provisions. These Terms of Use constitute the entire agreement between User and CarrierHQ governing User’s use of the Services, and it supersedes any prior agreements with respect to the same subject matter between User and CarrierHQ. User may also be subject to additional terms and conditions that may apply when Third-Party Services are utilized. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intent of the parties, and the remaining portions shall remain in full force and effect. CarrierHQ’s failure to enforce any right or provision in these Terms of Use will not constitute a waiver of such or any other provision. CarrierHQ will not be responsible for failures to fulfill any of its obligations under these Terms of Use that result from causes beyond CarrierHQ’s control. User agrees to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to User’s use of the Services, including the provision of transportation services pursuant thereto. All monetary references are made in U.S. dollars ($).

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5.11.        Arbitration. IF ANY PARTY REQUESTS, THE OTHER PARTY AGREES TO ARBITRATE ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT. IF ANY PARTY SEEKS TO HAVE A DISPUTE SETTLED BY ARBITRATION, THAT PARTY MUST FIRST SEND TO THE OTHER PARTY, BY CERTIFIED MAIL, A WRITTEN NOTICE OF INTENT TO ARBITRATE. IF THE PARTIES DO NOT REACH AN AGREEMENT TO RESOLVE THE CLAIM WITHIN 30 DAYS AFTER THE NOTICE IS RECEIVED, ANY PARTY MAY COMMENCE AN ARBITRATION PROCEEDING WITH THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) OR NATIONAL ARBITRATION FORUM (“NAF”). CARRIERHQ WILL PROMPTLY REIMBURSE YOU FOR ANY ARBITRATION FILING FEE AND, EXCEPT AS PROVIDED IN THE NEXT SENTENCE, CARRIERHQ WILL PAY ALL ADMINISTRATION AND ARBITRATOR FEES. IF THE ARBITRATOR FINDS THAT EITHER THE SUBSTANCE OF THE CLAIM RAISED BY YOU OR THE RELIEF SOUGHT BY YOU IS IMPROPER OR NOT WARRANTED, AS MEASURED BY THE STANDARDS SET FORTH IN FEDERAL RULE OF PROCEDURE 11(B), THEN CARRIERHQ WILL PAY THESE FEES ONLY IF REQUIRED BY THE AAA OR NAF RULES. THE PARTIES AGREE THAT, BY ENTERING INTO THIS AGREEMENT, THEY ARE WAIVING THE RIGHT TO TRIAL BY JURY. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, THE PARTIES AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISION IS FOUND UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION CLAUSE SHALL BE NULL AND VOID.

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5.12.       ​Right to Opt Out of Arbitration. YOU MAY OPT OUT OF THE ARBITRATION PROVISION ABOVE. TO OPT OUT OF THE ARBITRATION CLAUSE, YOU MUST SEND CARRIERHQ A NOTICE THAT YOU DO NOT WANT THE CLAUSE TO APPLY TO THIS AGREEMENT. FOR ANY OPT OUT TO BE EFFECTIVE, YOU MUST SEND AN OPT OUT NOTICE TO THE FOLLOWING ADDRESS BY REGISTERED MAIL, WITHIN 14 DAYS AFTER THE DATE OF THIS AGREEMENT:

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CarrierHQ – ARBITRATION OPT OUT,

155 E. Market St. Suite 220

Indianapolis, Indiana 46204 Attn: Legal

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5.13.       IN THE EVENT ARBITRATION IS NOT APPLICABLE AND IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT ANY DISPUTE AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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If you have any questions regarding these CarrierHQ Terms or any terms referenced herein, please contact CarrierHQ at info@carrierhq.com.

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CarrierHQ LLC

155 E. Market St. Suite 220

Indianapolis, Indiana 46204