Terms of Service

These Terms of Service (this “Agreement”) form a binding contract between the individual or entity that accepts them (“you,” “your,” or “User”) and Pro Hauls LLC, a Tennessee limited liability company with its principal office at 302 Orlando Ave, Nashville, TN 37209 (“Pro Hauls,” “we,” “us,” or “our”).

Pro Hauls operates a mobile marketplace used to arrange tri-axle dump-truck and related construction-materials hauling. Independent Carriers perform every physical haul. Pro Hauls is not a motor carrier, does not employ Drivers or Carriers, and does not itself transport cargo. When Pro Hauls arranges Marketplace transportation of property for compensation as described in Section 2.1 — including setting Marketplace Rates, matching Customers with Carriers, collecting payment from Customers, and paying Carriers — Pro Hauls is performing the functions of a property broker. Pro Hauls LLC holds federal property-broker authority (MC-1812037, USDOT 4559499), which governs interstate Jobs; Pro Hauls acts in the same capacity on intrastate Jobs to the extent Applicable Law provides. Pro Hauls is not a household-goods broker. Section 2.1 governs that role.

By creating an Account, clicking to accept, signing or otherwise executing an Enterprise Agreement, or accessing or using the Platform or any Service, you agree to this Agreement (including every Schedule that applies to your Role) and to the Privacy Policy. You represent that you are at least eighteen (18) years old and have authority to bind the User identified in the Account. No person under eighteen (18) years of age may operate a vehicle in connection with any Job, even if the Account is held by an entity. If you do not agree, do not access or use the Platform.

This Agreement is a commercial contract between businesses. User is entering this Agreement in a commercial, business-to-business capacity and is not a “consumer” for purposes of the Tennessee Consumer Protection Act, Tenn. Code Ann. § 47-18-101 et seq., or any similar consumer-protection statute, to the extent those statutes can be inapplicable to this transaction.

You and Pro Hauls are each a “Party” and together the “Parties.” People who log in under your Account (“Authorized Users”) are not separate parties to this Agreement, but they must accept the Platform terms on first login and you are responsible for them.

These general terms apply to every User, regardless of Role. Additional terms in the Schedules apply according to how you use the Platform.

“Account” means the credentials and profile you establish to use the Platform.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a person, where “control” means the power to direct management or policies (by voting, contract, or otherwise) or ownership of more than fifty percent (50%) of the equity.

“Applicable Law” means all United States federal, state, territorial, and local laws, regulations, and ordinances that govern your activities on or through the Platform, including laws on motor vehicles, heavy equipment, motor carriers, property brokers, cargo, data privacy, employment, and taxation.

“Approval Window” means the forty-eight (48) hour period after a Daily Hour Report is delivered to the Customer, during which the Customer may approve or dispute the report. If the Customer takes no action, the report is automatically approved when the Approval Window ends.

“Approved Hours” means the hours on a Daily Hour Report that the Customer has approved, that were automatically approved at the end of the Approval Window, or that an authorized Pro Hauls administrator established on resolving a dispute, subject to the Minimum Booking.

“Authorized User” means an employee or designated agent of a User whom Pro Hauls has permitted to use that User’s Account. Each Authorized User must register as directed by Pro Hauls.

“Broker Authority” means the federal property-broker operating authority issued to Pro Hauls LLC as MC-1812037 (USDOT Number 4559499), including any successor identifier.

“Carrier” means a motor-carrier business — an Independent Driver or a Fleet Owner — that holds an active USDOT number (and, for interstate Jobs, interstate operating authority), maintains the insurance this Agreement requires, and may voluntarily accept Jobs on the Marketplace. Carriers are independent contractors. They are not employees of Pro Hauls. Carriers agree to Schedule C. A Third-Party Broker that registers on the Platform is treated as a Carrier for purposes of this Agreement, subject to Section C.3.

“Carrier Compensation” means the amount payable to a Carrier for a Marketplace Job: the Customer Price less the Platform Fee, calculated on Approved Hours (or on the confirmed per-load or per-ton unit where the Job is so priced), determined under Section 2.8.

“Customer” (shown in the Platform as “Client”) means a contractor, builder, supplier, or other business that uses the Platform to post Jobs on the Marketplace and engage Carriers to perform them.

“Customer Price” means the amount Pro Hauls charges a Customer for a Marketplace Job, determined under Section 2.8.

“Daily Hour Report” means the Platform-generated record of a Driver’s shift on a Job — punch-in and punch-out times, GPS-verified hours, and any photos — delivered to the Customer and the Carrier when the shift ends (for multi-truck Jobs, when the last Driver on the Job punches out).

“Driver” means the individual who physically operates a vehicle on a Job. A Driver is identified by CDL Number. A Driver may be an Independent Driver (a Carrier operating under the Driver’s own USDOT number) or a Fleet Driver (a Driver operating under a Fleet Owner’s Account). A Driver is not an employee of Pro Hauls.

“Enterprise Agreement” means a written agreement executed by Pro Hauls and a Customer that states negotiated pricing, Authorized User counts, service terms, or other commercial terms for that Customer. An executed Enterprise Agreement is binding.

“Fleet Driver” means a Driver who performs Jobs under a Fleet Owner’s Account. A Fleet Driver sees hours only and is not paid by Pro Hauls.

“Fleet Owner” means a Carrier that operates one or more trucks through Fleet Drivers linked to its Account. The Fleet Owner is the Carrier of record for every Job its Fleet Drivers perform, receives Carrier Compensation for that work, and pays its Fleet Drivers outside the Platform.

“Independent Driver” means a Driver who is also the Carrier — a business holding its own USDOT number that accepts and performs Jobs and receives Carrier Compensation directly.

“Instant Pay” means the optional accelerated payout described in Section D.5, available to an eligible Carrier only when the Customer’s payment for the relevant work has been collected before the scheduled Payout Date, subject to a 4.5% Instant Pay Fee.

“Job” means a Marketplace unit of work: a haul or load that a Customer posts, and that a Carrier may accept, through the Platform. Completed work on the Marketplace is referred to as “completed jobs.”

“Marketplace” or “Pro Hauls Marketplace” means the portion of the Platform through which Customers request capacity and Carriers may accept Jobs at Marketplace Rates determined by Pro Hauls.

“Marketplace Rates” has the meaning in Section 2.8.1.

“Minimum Booking” means the minimum billable unit for an hourly Marketplace Job, currently four (4) hours per truck per shift. This is a marketplace transaction rule and not a wage guarantee.

“Payout Date” means the Friday following the Sunday-through-Saturday cycle in which work was approved, as described in Section D.4.

“Platform” means the software, websites (including https://www.prohauls.co, https://www.prohauls.app, and successors), and mobile applications that Pro Hauls makes available, including the Pro Hauls Driver app, the Pro Hauls Client app, and the Pro Hauls admin portal.

“Platform Fee” means Pro Hauls’s fee for arranging a Marketplace Job, currently six percent (6%) of the Customer Price, retained by Pro Hauls before Carrier Compensation is paid. The Platform Fee is displayed to Carriers as the difference between the Customer Price and the Carrier Compensation shown before acceptance.

“Privacy Policy” means Pro Hauls’s then-current privacy policy at https://www.prohauls.co/privacy-policy (and any California privacy notice).

“Pro Hauls Indemnified Parties” means Pro Hauls, its Affiliates, and their respective officers, directors, employees, and agents.

“Pro Hauls Support” means application support at support@prohauls.co or 1-877-4PROHAUL (1-877-477-6428). Support hours are 7:00 a.m. to 8:00 p.m. United States Central Time, Monday through Friday, excluding U.S. federal holidays, unless Pro Hauls publishes different hours.

“Prohibited Cargo” has the meaning in Section 2.1.13.

“Rate” means the applicable Marketplace Rates determined under Section 2.8. Marketplace Jobs are ordinarily priced per hour per truck; Pro Hauls may also price a Job per load, per ton, or by another unit stated in the Platform.

“Rate Engine” has the meaning in Section 2.8.2.

“Role” means the capacity in which a User uses the Platform (for example, Customer, Carrier, Fleet Owner, Fleet Driver, Independent Driver, or Third-Party Broker).

“Services” means the Platform functions Pro Hauls makes available to a User, which may include the optional modules described in Section 2.3. Access depends on Role and any Enterprise Agreement.

“Third-Party Broker” means a Carrier that does not itself operate vehicles for a Job and instead engages other Carriers to perform it, under that Carrier’s own authority and responsibility.

2.1 Technology Platform and Property Broker; Not a Motor Carrier; Not an Employer

2.1.1 What Pro Hauls Does

Pro Hauls operates software through which Customers request dump-haul and related capacity and Carriers may accept Jobs. Separately, when Pro Hauls arranges transportation of property for compensation on the Marketplace — including determining Marketplace Rates via the Rate Engine, matching Customers with Carriers, invoicing Customers, and remitting Carrier Compensation — Pro Hauls is performing the functions of a property broker and is not acting as a motor carrier.

Customers request capacity. Carriers decide whether to accept displayed Jobs. Pro Hauls supplies the Platform, Rate Engine pricing displays, GPS tracking, communications tools, payment collection, and related technology, and arranges the transportation as described in this Section 2.1. Determining Marketplace Rates, retaining the Platform Fee, matching Users, charging Customers, or paying Carrier Compensation does not make Pro Hauls a motor carrier, a Driver’s or Carrier’s employer, or the party that physically hauls materials.

2.1.2 Authorized Broker; Interstate and Intrastate Jobs

Pro Hauls LLC is authorized as a broker of property (except household goods) under 49 U.S.C. § 13102 and applicable FMCSA rules. That Broker Authority is issued as MC-1812037 (USDOT Number 4559499). Current authority status may be verified on FMCSA’s SAFER system and Licensing & Insurance (L&I) public records. Federal Broker Authority governs Jobs that cross state lines. Most Jobs on the Marketplace are intrastate hauls within Tennessee; on those Jobs Pro Hauls performs the same arranging functions under Applicable State Law and this Agreement. Lapse, suspension, or revocation of Broker Authority does not convert Pro Hauls into a motor carrier or an employer of Drivers or Carriers.

2.1.3 Not a Motor Carrier

Pro Hauls does not provide motor-carrier transportation. Pro Hauls does not take possession of freight as a carrier, does not issue a carrier bill of lading in its own name as the transporting carrier, and does not assume the cargo liability of a motor carrier. Carriers — motor carriers in their own right — perform all physical transportation of Marketplace Jobs. Pro Hauls is not a freight forwarder. Carriers remain solely responsible for carriage.

2.1.4 Broker Status Does Not Create Employment

Acting as a property broker, matching Jobs, determining Marketplace Rates, collecting credentials, requiring insurance or a CDL Number, invoicing Customers, remitting Carrier Compensation, or deactivating Platform access does not make any Carrier, Driver, or other personnel an employee, joint employee, partner, joint venturer, or agent of Pro Hauls. Carriers remain free to accept or reject Jobs. Pro Hauls does not control the manner, means, routes, or methods of transportation. Section 11 and Schedule C control on independent-contractor status.

2.1.5 Offering Jobs; Credentials Pro Hauls May Require

Pro Hauls may select, rank, offer, or display Jobs to Carriers using the Platform and the Rate Engine. Carriers remain solely responsible for lawful operation, holding required operating authority, a valid commercial driver’s license, suitable equipment, and insurance. As a property broker (and as Platform operator), Pro Hauls may require proof of insurance, a CDL Number, operating authority, and other documentation as a condition of Marketplace access or of being offered a Job. Those requirements are eligibility and compliance conditions. They are not a warranty that any Carrier is fit, licensed, insured, authorized, or will perform. Pro Hauls does not guarantee any Carrier’s fitness, licensing, insurance, or skill beyond the disclaimers in this Agreement (including Sections 2.1.12, 2.5, and 7.2). Pro Hauls does not guarantee that any Job will be accepted or that cargo will be transported safely or on time. Section 2.1.12 states the commercially reasonable eligibility-check standard and the allocation of selection risk.

2.1.6 Cargo; Broker Is Not the Carrier

Loss, damage, shortage, or delay of cargo is the responsibility of the Carrier that performed the haul, to the extent permitted by Applicable Law (including the Carmack Amendment, 49 U.S.C. § 14706, if and to the extent it applies to that Carrier as a motor carrier). Pro Hauls, acting as property broker and Platform operator, is not the motor carrier and does not assume carrier cargo liability. A Customer’s remedy for cargo loss, damage, shortage, or delay is against the Carrier, except to the extent non-waivable Applicable Law imposes liability on a property broker. Nothing in this Agreement waives a duty that Applicable Law does not permit a broker to waive. Pro Hauls does not volunteer cargo liability beyond what non-waivable law requires. See also Section B.7.3 and Section C.9.2 (including the cargo-claims procedure).

2.1.7 Broker Surety or Trust

While acting as a property broker, and otherwise as required by Applicable Law, Pro Hauls shall maintain any surety bond or trust fund that Applicable Law requires of property brokers, in at least the amount then required by FMCSA, including any BMC-84 or BMC-85 (or successor) requirement then in force. This Agreement does not freeze a dollar amount, which may change. Proof of any such instrument may be posted in the Platform or provided upon reasonable request to the extent required by Applicable Law.

2.1.8 No Hidden Brokerage; No Unauthorized Re-Brokering

Carriers who themselves hold broker authority, or who act as a Third-Party Broker, must disclose that status on the Platform before accepting or arranging any Job. A Carrier shall not broker, double-broker, or re-broker a Job except in compliance with Section C.3 (including any required consent, Platform registration of the performing carrier, additional-insured status, and insurance). Hidden brokerage and unauthorized re-brokering are prohibited.

2.1.9 Broker Status Does Not Change Who Sets Rates

Broker status does not give Customer or Carrier the right to set Marketplace Rates. Marketplace Rates remain determined solely by Pro Hauls under Section 2.8. Customer Price, Carrier Compensation, and the Platform Fee remain as defined. Users still may not bid, negotiate, or bind Marketplace Rates except to the limited extent (if any) Section 2.8 expressly allows.

2.1.10 Invoices and Payment

When arranging Marketplace Jobs (including when acting as property broker), Pro Hauls may bill the Customer the Customer Price and pay the carrying Carrier the Carrier Compensation. Payment to a Carrier is conditioned on Approved Hours, collection of the Customer’s payment, and the other conditions in this Agreement (including Sections 6, C.1.7, C.5.3, C.5.3.2, C.7, and Schedule D). As between the Parties, Pro Hauls’s timing obligation to pay Carrier Compensation is conditioned on collection of the Customer’s payment for the Job or Account, as more fully stated in Sections C.5.3.2, B.6.3, and D.8. Setoff under Section 6.8 remains. The Platform Fee is Pro Hauls’s earned compensation as stated in Section 2.8.1. Broker status does not convert the Platform Fee into a trust or pass-through, and does not convert Carrier Compensation into a trust except to the extent non-waivable Applicable Law requires. Carrier shall look solely to Pro Hauls for Carrier Compensation on Marketplace Jobs, as more fully stated in Section C.5.3.1, and shall not chase, demand, or collect from the Customer even if Pro Hauls withholds, delays, suspends, or reverses a disbursement under Section C.5.3.2. Any surety bond or trust fund maintained under Section 2.1.7 is not a waiver of that allocation as between the Parties, except to the extent Applicable Law requires otherwise.

2.1.11 Deactivation; No Duty to Keep a Carrier

Broker Authority does not create a duty to keep any Carrier or Driver on the Platform, to tender any volume of freight, or to continue offering Jobs. Deactivation, suspension, restriction, and removal remain at Pro Hauls’s sole discretion under Sections 5.2 and C.1.12, including with or without cause.

2.1.12 Carrier Eligibility Checks; No Warranty of Safety; No Duty Beyond Commercially Reasonable Review

• (a)Eligibility, not a warranty. As a property broker and as Platform operator, Pro Hauls may, before offering a Job or at any later time, require a Carrier or Driver to provide, and may itself or through vendors review: (i) active motor-carrier operating authority and USDOT number; (ii) current certificates of insurance meeting this Agreement; (iii) CDL Number and license status; (iv) publicly available FMCSA Safety Measurement System (SMS) or successor data, safety rating, and out-of-service information; and (v) other documents Pro Hauls designates. Those steps are eligibility and compliance conditions for Marketplace access. They are not a representation or warranty that any Carrier or Driver is safe, solvent, authorized, insured, competent, or will perform. They do not make Pro Hauls a guarantor of any User, vehicle, or haul.
• (b)Commercially reasonable checks only. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRO HAULS’S DUTY — IF ANY — WITH RESPECT TO SELECTING, DISPLAYING, RANKING, OR OFFERING A CARRIER FOR A JOB IS LIMITED TO COMMERCIALLY REASONABLE ELIGIBILITY CHECKS OF THE KIND DESCRIBED IN THIS SECTION, USING INFORMATION THEN REASONABLY AVAILABLE TO PRO HAULS. Pro Hauls has no duty to independently inspect vehicles, ride along, audit maintenance, interview Drivers, visit jobsites, or verify the continuing truth of User-supplied information after the time of a check. Pro Hauls may rely on FMCSA databases, insurer certificates, third-party monitoring vendors, and User warranties without independent verification. A check performed, a Job offered, a credential accepted, or a User left active on the Platform is not an endorsement.
• (c)No guarantee of Carrier safety. PRO HAULS DOES NOT GUARANTEE THE SAFETY, FITNESS, HIRING PRACTICES, DRIVING RECORD, EQUIPMENT CONDITION, DRUG-AND-ALCOHOL COMPLIANCE, OR PERFORMANCE OF ANY CARRIER, DRIVER, OR VEHICLE. Customers and other third parties use Carriers at their own risk as to the physical haul, subject only to non-waivable Applicable Law. Nothing in this Section 2.1.12 is a voluntary assumption of a duty to the public, to a Customer, or to any person not a Party. This Agreement does not impose strict liability on Pro Hauls for Carrier selection or for any crash, spill, or other event involving a Carrier.
• (d)Carrier warranties used in selection. Each Carrier warrants, on a continuing basis, that: (i) it holds all required operating authority and will not accept a Job it is not authorized to perform; (ii) it is not, and will immediately cease performing if it becomes, prohibited from operating by FMCSA, a State, or a court; (iii) if it has an FMCSA safety rating, that rating is not “Unsatisfactory,” and Carrier will not accept Jobs while “Conditional” or “Unsatisfactory” unless Pro Hauls has given prior written permission after disclosure; (iv) it will notify Pro Hauls in writing within twenty-four (24) hours if it receives or is notified it may receive an Unsatisfactory or Conditional rating, an out-of-service order, a revocation or suspension of authority or CDL, a lapse of required insurance, or SMS (or successor) scores that meet or exceed FMCSA intervention thresholds in two or more categories then in use; and (v) all documents and data it provides are true, current, and complete.
• (e)Customer warranties. Each Customer warrants that it will not rely on Pro Hauls as a guarantor of Carrier safety; that Job parameters (including material type, weight, site conditions, and any prevailing-wage or covered-work flags) are accurate; and that it will not tender Prohibited Cargo under Section 2.1.13.
• (f)Indemnity for selection claims. Without limiting Sections 9.2, 9.3, and 9.4, each User shall defend, indemnify, and hold harmless the Pro Hauls Indemnified Parties from any claim, including a claim of negligent selection, negligent hiring, negligent retention, negligent ranking, or similar theory, brought by any person (including another User or a member of the public) and arising out of or related to: (i) that User’s acts or omissions, vehicles, Drivers, cargo, or jobsites; (ii) that User’s breach of this Section 2.1.12; or (iii) as to a Carrier, the Carrier’s performance of a Job. This subsection does not require a User to indemnify Pro Hauls to the extent a court of competent jurisdiction finally determines the claim was caused by Pro Hauls’s own gross negligence or willful misconduct.
• (g)Savings; no waiver of non-waivable law. Users acknowledge that non-waivable Applicable Law (including, as it may apply, state-law duties concerning motor-vehicle safety) may impose obligations on a property broker that this Agreement cannot eliminate. This Section limits Pro Hauls’s contractual duties and allocates risk among the Parties. It is not a waiver of any duty Applicable Law does not permit a broker to waive, and it is not an admission that any particular duty exists in any jurisdiction. It is not an admission of negligence and not an assumption of a duty of care beyond commercially reasonable eligibility checks.

2.1.13 Permitted Materials; Prohibited Cargo; No Hazardous Fill

• (a)Permitted materials. Marketplace Jobs are limited to lawful construction and aggregate materials appropriate to tri-axle and similar dump equipment (for example, dirt, fill, sand, gravel, stone, millings, asphalt, concrete rubble, and similar non-hazardous construction materials) that the Customer has the legal right to move and to deposit at a lawful location. Dump dirt, aggregate, millings, and similar materials are allowed when lawful and as specified in the Job.
• (b)Prohibited Cargo. No User may post, accept, tender, transport, or dump on a Marketplace Job any of the following (“Prohibited Cargo”), except that item (i) (hazardous materials) is permitted only if Pro Hauls has expressly authorized that material in a writing that identifies the Job and the Carrier, and the Carrier holds all required endorsements, placards, equipment, and insurance: (i) hazardous materials or dangerous goods as defined by the U.S. Department of Transportation in 49 C.F.R. Parts 100–185 (or any successor), or any material that requires a hazardous-materials endorsement or placard; (ii) hazardous waste, hazardous substances, or similarly regulated material under CERCLA, RCRA, TSCA, the Clean Water Act, or any State analog; (iii) asbestos or asbestos-containing material, contaminated fill, lead-based paint debris that is regulated as such, polychlorinated biphenyls, radioactive material, biomedical or infectious waste, or explosives; (iv) petroleum in bulk, chemicals, drums of unknown contents, or liquids that are not ordinary non-hazardous construction slurry expressly identified on the Job and lawful to haul in the equipment used; (v) household goods as defined by FMCSA; (vi) firearms, ammunition, weapons, or explosives; (vii) illegal goods, stolen property, or contraband; (viii) municipal solid waste, putrescible garbage, sewage, or medical waste (lawful inert C&D debris is not “garbage” merely because it is waste from a jobsite, but it is Prohibited Cargo if it is mixed with household or putrescible waste or is required to go to a municipal-solid-waste landfill under Applicable Law and the Job does not identify a lawful facility); or (ix) any material the Carrier is not authorized, equipped, or insured to haul.
• (c)Customer warrants the load. Customer warrants that every Job’s material type, origin, and intended dumpsite are accurately described; that the material is not Prohibited Cargo (unless item (i) is expressly authorized in writing as provided above); that Customer has all rights, tickets, manifests, and permissions required to remove the material from origin and to deposit it at the named dumpsite or receiving facility; and that Customer will not instruct a Carrier to dump except at a location that is lawful for that material.
• (d)Carrier must refuse. Carrier shall inspect shipping papers, tickets, and the visible load to the extent consistent with dump operations and shall refuse any Job that is or reasonably appears to be Prohibited Cargo or that would require illegal dumping. Acceptance of a Job is Carrier’s representation that the equipment and Driver are lawful for that material. Carrier shall not mix loads, and shall not dump, spill, or abandon material at any place other than the destination specified for that Job (or a lawful alternate destination designated in the Platform or in writing by Customer and Pro Hauls).
• (e)Illegal dumping. “Illegal dumping” includes depositing material on a public right-of-way, vacant lot, waterway, unpermitted property, or any location that is not the Job’s lawful dumpsite or receiving facility. Carrier and Customer are jointly and severally responsible, as between themselves and Pro Hauls, for illegal dumping arising from their respective acts or omissions. Pro Hauls is not the generator, arranger (except as a property broker of transportation), transporter, or disposer of the material as those terms are used in environmental law, and does not take title to cargo.
• (f)Indemnity. Each User who posts, tenders, hauls, or dumps Prohibited Cargo, or who directs or commits illegal dumping, shall defend, indemnify, and hold harmless the Pro Hauls Indemnified Parties from all resulting claims, fines, cleanup costs, response costs, natural-resource damages, and attorneys’ fees, whether under statute, common law, or contract.
• (g)Cancellation. Pro Hauls or the Carrier may cancel a Job immediately, without cancellation-fee liability to the cancelling party, if the load is or is reasonably suspected to be Prohibited Cargo. Customer remains liable to Pro Hauls for the Customer Price and any accessorials reasonably incurred.

2.2 License

Subject to this Agreement, Pro Hauls grants you and your Authorized Users a limited, non-exclusive, non-transferable right to access the Services for your internal business purposes. You may not resell the Services in competition with Pro Hauls or sell Pro Hauls Services to others unless Pro Hauls authorizes it in writing.

2.3 Optional Modules

According to Role, Pro Hauls makes the following available: (a) the Pro Hauls Driver app, through which Carriers view and accept Jobs, punch in and out, and are tracked by GPS during a Job; (b) the Pro Hauls Client app, through which Customers post Jobs, monitor active trucks, and approve or dispute Daily Hour Reports; (c) fleet tools through which a Fleet Owner links Fleet Drivers to its Account and assigns them to Jobs; (d) payment functions described in Schedule D; and (e) reporting, notifications, and support. Pro Hauls may add, change, or discontinue modules. A feature name in the Platform does not expand Pro Hauls’s role beyond Section 2.1 and does not make Pro Hauls a motor carrier or an employer of Drivers.

2.4 Authorized Users

If each additional Authorized User agrees to this Agreement, a Customer may extend access to Affiliates and their employees and contractors. The User that is party to this Agreement is responsible for all acts and omissions of its Authorized Users.

2.5 No Guarantee of Users, Acceptance, or Performance

Pro Hauls does not warrant the fitness, reliability, licensing, insurance, or skill of any User, Carrier, or Driver. Pro Hauls does not guarantee that any Job you post will be accepted, that any Carrier will be available, that an accepted Job will be completed, or that materials will be hauled safely or on time. Neither Carriers nor Customers are guaranteed any volume of Jobs, any acceptance of posted work, any utilization, or any particular income or savings. As a property broker and as Platform operator, Pro Hauls may require Carriers and Drivers to provide proof of insurance, a CDL Number, operating authority, and other documents as a condition of Marketplace access or of being offered a Job. Those requirements are eligibility and compliance conditions. They are not a representation or warranty that any Carrier or Driver is fit, licensed, insured, authorized, or will perform. Section 2.1.12 further limits any duty with respect to Carrier eligibility checks and selection, and states that those checks are not a warranty of safety.

2.6 User-Entered Information

Except for personal information handled under the Privacy Policy, Pro Hauls is not responsible for data that you or any other User enter into the Platform, including Job details. Pro Hauls does not warrant the accuracy, completeness, or timeliness of User-entered data unless the Platform itself captured that data. You use the Platform at your own risk.

2.7 Extra Support

Training or extra technical help beyond ordinary Support may be purchased under an Enterprise Agreement (“Additional Services”).

2.8 Marketplace Rates; Rate Engine

2.8.1 Who Sets Marketplace Rates

As between the Parties, Pro Hauls LLC — not User, Customer, Carrier, Driver, or any other User — determines all Marketplace prices, rates, fees, charges, accessorials, cancellation fees, and Carrier Compensation for Jobs posted, matched, offered, or fulfilled through the Marketplace (collectively, “Marketplace Rates”). Marketplace Rates include: (a) the amount charged to Customers (“Customer Price”); (b) the amount payable to Carriers (“Carrier Compensation”); and (c) the Platform Fee. The Platform Fee is currently six percent (6%) of the Customer Price and is shown to the Carrier before acceptance as the difference between the Customer Price and the Carrier Compensation (for example, a $100.00 per hour Customer Price yields $94.00 per hour Carrier Compensation). Pro Hauls may change the Platform Fee percentage prospectively on notice posted in the Platform; a change does not affect Jobs already accepted. The Platform Fee is Pro Hauls’s earned compensation. It is not held in trust, is not a pass-through, and is not owed to any User.

2.8.2 Rate Engine

Pro Hauls may determine, quote, update, and display Marketplace Rates using proprietary software, data, rules, and algorithms, including artificial intelligence and machine-learning models (the “Rate Engine”). The Rate Engine may consider demand and supply; geography and lane; vehicle class (including tri-axle and other configurations); material type and quantity; distance; time of day, day of week, and season; weather; fuel; site conditions; User performance or reliability signals; regulatory or prevailing-wage constraints; and other factors Pro Hauls deems relevant. Pro Hauls may change Marketplace Rates dynamically, including after a Job is posted and before it is confirmed, and (where an Enterprise Agreement or in-app confirmation so provides) after confirmation to correct error, fraud, or anomalous output as described in Section 2.8.5.

2.8.3 Users Do Not Set Marketplace Rates

Except as Pro Hauls may expressly enable in writing or in the Platform for a specifically identified feature (and then only to the limited extent enabled), Users shall not set, bid, negotiate, or bind Marketplace Rates. A Customer’s posting of a Job is a request for capacity, not an offer of a Customer-set haul rate. A Carrier’s tap, click, or other indication of acceptance is an agreement to perform at the Marketplace Rates then displayed or confirmed by Pro Hauls, not a counter-offer of the Carrier’s own rate. Any rate, quote, or “market” figure a User types into a free-text field, ticket, or off-platform message does not bind Pro Hauls and does not amend Marketplace Rates unless Pro Hauls expressly confirms it in an Enterprise Agreement or in-app confirmation. The default rule is that there is no User rate-setting on the Marketplace.

2.8.4 Estimates and Confirmation

Rates, quotes, ranges, and ETAs shown in the Platform are estimates until Pro Hauls issues a confirmation (including an Enterprise Agreement, in-app confirmation, or another method Pro Hauls designates). Until confirmation, Pro Hauls may withdraw, replace, or recalculate any estimate. After confirmation, the confirmed Marketplace Rates control that Job, subject to Section 2.8.5, documented accessorials, and any adjustment mechanism Pro Hauls publishes in the Platform.

2.8.5 Correction and Integrity

Pro Hauls may, in its sole discretion, adjust, suspend, cancel, reverse, or recalculate Marketplace Rates, quotes, invoices, or disbursements if Pro Hauls reasonably determines that a figure resulted from: (a) typographical, data, or mapping error; (b) fraud, abuse, collusion, or manipulation; (c) anomalous, degraded, or unintended Rate Engine output; (d) duplicate or incomplete Jobs; or (e) a threat to marketplace integrity, safety, or legal compliance. Pro Hauls will use commercially reasonable efforts to notify affected Users when practicable. Pro Hauls has no obligation to honor a displayed rate that it determines was erroneous.

2.8.6 No Third-Party Benchmark

Carriers are paid solely under Pro Hauls’s then-current Carrier Compensation rules and confirmed Marketplace Rates. Customers are charged solely under Pro Hauls’s then-current Customer Price rules, Enterprise Agreements, and confirmed Marketplace Rates. Pro Hauls discloses its Platform Fee but has no obligation to price-match, mirror, or benchmark any third-party marketplace, load board, broker, or application. You shall not rely on any third party’s rates. Any such reliance is at your sole risk.

2.8.7 AI Pricing Disclaimer

THE RATE ENGINE AND ALL MARKETPLACE RATES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU ACKNOWLEDGE THAT ALGORITHMIC AND AI-GENERATED PRICING: (A) IS NOT A GUARANTEE OF PROFITABILITY, UTILIZATION, OR WAIT TIME FOR ANY CARRIER; (B) IS NOT A GUARANTEE OF COST, SAVINGS, CAPACITY, OR ON-TIME PERFORMANCE FOR ANY CUSTOMER; (C) IS NOT A REPRESENTATION THAT ANY RATE REFLECTS “TRUE,” “FAIR,” OR COMPLETE MARKET VALUE, OR THAT A CARRIER WILL ACCEPT ANY JOB; (D) MAY CHANGE FREQUENTLY AND MAY DIFFER BY USER, LANE, TIME, VEHICLE, OR MATERIAL; AND (E) MAY CONTAIN ERRORS. PRO HAULS IS NOT A FIDUCIARY, ADVISOR, OR GUARANTOR TO ANY USER IN CONNECTION WITH PRICING. PRO HAULS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RATE ENGINE AND MARKETPLACE RATES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH MARKETPLACE RATES IS TO DECLINE THE APPLICABLE JOB AND/OR STOP USING THE MARKETPLACE.

2.8.8 Independent Contractor; No User Price Coordination

Nothing in this Section 2.8 makes any Carrier an employee or agent of Pro Hauls, or gives Pro Hauls the right to control the manner, means, routes, or methods of transportation. Carriers remain free to accept or reject Jobs. Marketplace Rates are Pro Hauls’s own prices for transactions arranged through the Platform. Users shall not agree among themselves to fix, raise, lower, or stabilize rates, and shall not use the Platform to coordinate pricing with other Users. Platform-determined Marketplace Rates do not equal control of transportation means or methods.

2.8.9 Order of Precedence on Rates

If this Section 2.8 conflicts with Schedule B or Schedule C on who sets Marketplace Rates, this Section 2.8 and the corresponding Marketplace Rate provisions in Schedules B and C control. Section 6, Schedule D, and Enterprise Agreements implement, but do not confer on any User the right to set, Marketplace Rates. An executed Enterprise Agreement may state specific Customer Price or fee terms for a named Customer; it does not authorize that Customer to set Carrier Compensation unless the Enterprise Agreement expressly says so.

2.9 Roles and Schedule Conflicts

A User may have more than one Role. Additional terms in the attached Schedules apply according to Role: Schedule B (Customers), Schedule C (Carriers, Fleet Owners, and Drivers), and Schedule D (Payments). If a Schedule conflicts with the main body of this Agreement, the Schedule controls for the activity it governs, except that Section 2.1 controls on Pro Hauls’s role (technology platform and property broker; not a motor carrier; not an employer), except that Section 2.8 and the Marketplace Rate provisions of Schedules B and C control on who sets Marketplace Rates, and except that the main-body protective clauses in Sections 3 through 14 (including limitation of liability, indemnity, deactivation rights cross-referenced from Schedule C, payment dispute windows, independent-contractor status, and venue) are not displaced by a Schedule unless the Schedule expressly states that it overrides a named Section.

2.10 Platform Availability; Outages; Reconstructed Time Records

The Platform depends on mobile networks, device GPS, cloud hosting, mapping, messaging, and payment services that Pro Hauls does not control. The Platform may be unavailable, slow, or inaccurate from time to time, and GPS may fail to record, may record inaccurately, or may drop during a shift. If a Driver cannot punch in or out, or if tracking is interrupted during a Job, the Driver and the Customer shall each notify Pro Hauls Support the same day and shall keep their own contemporaneous record of start time, end time, loads, and locations. Pro Hauls may reconstruct Approved Hours for the affected shift from whatever Platform records exist, the Parties’ contemporaneous records, Customer confirmation, and site or plant records, and its reconstruction is the Daily Hour Report for that shift, subject to the dispute process in Section B.4.5. An outage does not excuse a Customer from paying for work actually performed, and does not entitle any User to damages beyond re-performance of the affected Service under Section 7.1.

2.11 Safety Pauses; Weather; Regulatory Events

Pro Hauls may pause, suspend, delay, reprice, or cancel any Job, or the Marketplace as a whole, at any time and without liability if Pro Hauls reasonably believes that severe weather, road or site conditions, a safety concern, a hazardous-materials or environmental question, a regulatory order, an insurance lapse, a payment-system failure, or a threat to any person or property makes it imprudent to proceed. A pause under this Section is not a breach, is not a cancellation by the Customer or the Carrier for purposes of any cancellation fee, and does not entitle any User to damages. Carriers are paid for Approved Hours actually worked before a pause. Users remain free to stop work themselves for safety at any time and shall report the reason to Pro Hauls Support.

2.12 Early-Access Period

The Platform is newly launched. During the early-access period identified in the Platform, Users acknowledge that features, screens, notifications, workflows, and Marketplace Rates may change without notice, that defects and interruptions are expected, that some features described in this Agreement may be introduced in stages, and that Pro Hauls may limit the number of Jobs, Customers, or Carriers on the Marketplace. Nothing in this Section reduces any User’s obligations under this Agreement. Feedback provided during the early-access period is Feedback under Section 3.4.

3.1 Platform Ownership

The Platform, Services, and all related software, technology, content, materials, Rate Engine, Usage Data, Feedback, Device Data as processed into Platform records, compilations, databases, schemas, logs, Marketplace Rates, and other Platform Data are and remain the exclusive property of Pro Hauls and its licensors. User Content submitted to or through the Platform is assigned to Pro Hauls under Section 3.3 (or licensed exclusively under the fallback in Section 3.3). You receive only the limited access right in Section 2.2 and the narrow license-back in Section 3.3. All other rights are reserved. Details of Platform Data ownership, assignment, carve-outs, and the license-back are in the Privacy Policy (including its Section 8).

3.2 Usage Data

Pro Hauls may collect, monitor, and analyze information about use of the Platform (“Usage Data”). Pro Hauls owns Usage Data. Pro Hauls may use, reproduce, and create derivative works from Usage Data for any lawful purpose, including operating and improving the Platform, developing new products, training, operating, and improving the Rate Engine and matching models, and creating aggregated or anonymized insights. Pro Hauls may publicly disclose aggregated or anonymized data that does not identify you or any individual.

3.3 User Content — Assignment; Fallback Exclusive License; Narrow License-Back

• (a)Definition. “User Data” or “User Content” means data, content, and materials that you or your Authorized Users submit to, generate on, or cause to be processed through the Platform — including Account and profile submissions, Job parameters, tickets and ticket images, photographs, chat and SMS content sent through a Pro Hauls program, Device Data generated in connection with a Job, and similar materials.
• (b)Assignment. As between you and Pro Hauls, Pro Hauls owns all Platform Data, including User Content once submitted to or processed through the Platform, Usage Data, the Rate Engine (including inputs used to produce rates, models, weights, outputs, Marketplace Rates, scores, and insights), compilations, databases, schemas, logs, de-identified and aggregated data, Feedback, and Device Data as processed into Platform records. By creating an Account, clicking to accept, signing an Enterprise Agreement, or accessing or using the Platform, you assign to Pro Hauls LLC all right, title, and interest in and to User Content and data submitted to, generated on, or processed through the Platform, to the maximum extent permitted by Applicable Law.
• (c)Fallback exclusive license. Where Applicable Law does not permit assignment of a particular item, you instead grant Pro Hauls an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license that is the economic equivalent of ownership (including the rights to use, reproduce, modify, create derivative works from, commercialize, disclose, and retain that item) for any lawful purpose consistent with this Agreement and the Privacy Policy, including operating and improving the Platform and the internal Rate Engine.
• (d)Narrow license-back. Pro Hauls grants you a limited, non-exclusive, non-transferable, revocable license to access and export your own invoices, completed-jobs history, and tax records as displayed in the Account, solely for your own internal business and tax compliance. That license-back does not give you ownership of Platform Data, Rate Engine outputs, other Users’ data, compilations, or GPS/Device Data files as structured by Pro Hauls.
• (e)Compliance carve-outs; Privacy Policy. Pro Hauls does not claim title to a government-issued credential itself (for example, a CDL card as issued by the State); Pro Hauls owns its copy/record of the CDL Number and related eligibility file. This Section does not waive non-waivable rights under TIPA, CCPA/CPRA, FCRA, DPPA, or similar statutes where they actually apply. Further detail — including personal-information vs commercial-ownership language, deletion limits, and Job operational disclosures — is in the Privacy Policy, which is incorporated by reference. If this Agreement and the Privacy Policy conflict with respect to personal information, the Privacy Policy controls; on ownership and assignment of Platform Data and User Content, this Section 3.3 and Privacy Policy Section 8 are intended to be consistent.

3.4 Feedback Assignment

If you provide suggestions, ideas, enhancement requests, or other feedback about the Platform or Services (“Feedback”), Pro Hauls may use, disclose, reproduce, license, and otherwise exploit that Feedback without restriction, attribution, or compensation. You assign to Pro Hauls all right, title, and interest in and to the Feedback.

3.5 Electronic Communications; TCPA Consent

• (a)Operational messages. By creating an Account or providing a telephone number, email address, or other contact point, you expressly consent to receive communications from Pro Hauls, its Affiliates, and their service providers related to the Services. Those communications include calls, SMS, MMS, RCS, in-app messages, push notifications, and email, and may be sent using an automatic telephone dialing system (ATDS), a prerecorded or artificial voice, or similar technology. Operational and transactional messages include Job alerts, Job offer and status notices, Daily Hour Report and approval notices, payment notices, security alerts, and similar service messages. Consent to operational messages is a condition of using the Platform. Opting out of operational messages may limit or prevent use of the Services.
• (b)Marketing messages. Separately, you may consent to marketing or promotional messages. Marketing consent is not a condition of creating an Account or of using the Platform. You may opt out of marketing as described in the applicable notices, by contacting support@prohauls.co, or by following the instructions in the message.
• (c)STOP / HELP. For SMS, MMS, or RCS, you may text STOP to opt out of a message program or HELP for help. Message and data rates may apply. Message frequency varies.
• (d)Number warranty; number-change indemnity. You warrant that each number you provide is a number for which you are the subscriber or customary user, or that you are authorized to consent on the subscriber’s behalf. You shall promptly notify Pro Hauls if you change, reassign, or relinquish a number. You shall defend, indemnify, and hold harmless the Pro Hauls Indemnified Parties from claims (including claims under the Telephone Consumer Protection Act, state mini-TCPA statutes, and similar laws) arising from a number you provided that is not yours, from your failure to notify Pro Hauls of a number change, or from communications sent to a number you designated.

3.6 Reservation of Rights

Pro Hauls reserves all rights not expressly granted.

3.7 Device Data; Telematics; GPS

Carrier, Driver, and Customer acknowledge that location, telematics, GPS, electronic logging device, device, timestamp, photograph, and similar operational data generated by or submitted through the Platform or a connected device (“Device Data”) are collected, used, stored, reproduced, and processed by Pro Hauls for providing the Services, safety and eligibility, billing, dispute resolution, and operating, training, and improving the Rate Engine (including in aggregated or de-identified form). Device Data submitted to or processed through the Platform is User Content under Section 3.3 and, as processed into Platform records, is Platform Data that Pro Hauls owns. Device Data is also Usage Data to the extent Section 3.2 applies. Platform records of Device Data are evidence under Section 13.12. To the extent any residual interest remains with User before assignment or the fallback license in Section 3.3 runs, User grants the licenses stated in Section 3.3 for Device Data. This Section does not make Pro Hauls the operator of the vehicle or the employer of the Driver.

4.1 Responsibility

You are solely responsible for all activity under your Account and for the acts and omissions of your Authorized Users. An act or omission by an Authorized User that would be a breach if you committed it is a breach by you. You shall ensure Authorized Users know and follow this Agreement.

4.2 Prohibited Conduct

You shall not, and shall not permit any Authorized User or third party to: (a) copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas of the Platform or Services; (b) rent, lease, lend, sell, sublicense, distribute, or otherwise make the Platform or Services available to any third party except as expressly permitted; (c) remove, alter, or obscure proprietary notices; (d) use the Platform or Services in any manner that infringes, misappropriates, or violates any intellectual property, privacy, or other rights of any person, or that violates Applicable Law; (e) use the Platform or Services to harass, threaten, defame, or cause harm to any person or property; (f) attempt to gain unauthorized access to the Platform, other Users’ accounts, or related systems; (g) interfere with or disrupt the integrity or performance of the Platform or data in it; (h) use any robot, spider, scraper, crawler, or other automated means to access the Platform without Pro Hauls’s express written permission; (i) scrape, harvest, mine, copy, or systematically export Platform data, Job listings, Carrier or Customer information, Marketplace Rates, completed-jobs data, or other Platform content; (j) use Platform data, listings, or Marketplace Rates to feed, train, populate, or operate a competing marketplace, load board, broker tool, or similar service; (k) screenshot, screen-record, or otherwise capture Platform screens for the purpose of scraping, republication, competitive use, or bulk export (ordinary operational screenshots reasonably needed to document a single Job for your own records are permitted); or (l) use the Platform or Services for any unlawful, fraudulent, or abusive purpose; or (m) use Platform data, Marketplace Rates, User Data, Device Data, completed-jobs data, or other Platform content to train a publicly available generative artificial-intelligence or machine-learning model, or to build a competing load board or broker tool, without Pro Hauls’s prior written permission. Nothing in subsection (m) restricts Pro Hauls’s internal use of Usage Data, User Data, and Device Data to operate, train, and improve the Rate Engine and the Platform as provided in Sections 3.2, 3.3, and 3.7.

4.3 Account Accuracy and Security

You shall keep Account information accurate, complete, and current. You are responsible for credentials and for all activity under your Account. You shall promptly notify Pro Hauls of unauthorized access or a security breach. Pro Hauls may suspend or terminate access for inaccurate information or security violations.

4.3.1 Payment Instructions; Factoring; Account Takeover; Chargebacks

• (a)You are responsible for all activity under your Account, including activity by a person who obtained credentials with or without your permission, until you have notified Pro Hauls of a compromise and Pro Hauls has had a reasonable opportunity to lock the Account.
• (b)Dual-control. Pro Hauls may refuse, delay, or reverse a change to bank routing, beneficiary name, factoring assignment, ACH payee, or other payment instruction until it has confirmed the change by a dual-control method it designates, which may include a callback to a previously verified telephone number or an in-app confirmation by an authorized user. Pro Hauls is not liable for a payment or instruction that it reasonably believed authentic, including a payment sent to the account then on file if you failed to maintain that account, if your email or phone was taken over, or if a person appearing to have authority submitted the instruction.
• (c)Factoring or assignment of Carrier Compensation is not effective against Pro Hauls unless Pro Hauls has accepted a written notice of assignment in the form it specifies. Payment to the Carrier or to a previously accepted factor discharges Pro Hauls.
• (d)Chargebacks, ACH returns, and claimed unauthorized transactions on a Customer payment method are Customer’s risk. Pro Hauls may pass through processor fees, reverse Carrier Compensation (or set off under Section 6.8), suspend the Account, and recover collection costs under Section 6.2. An unwarranted chargeback is a material breach. If a processor returns funds to a Customer after Pro Hauls has paid a Carrier, Customer shall immediately restore those funds; Carrier shall return a duplicate if requested.
• (e)Pro Hauls may delay disbursement if it reasonably suspects fraud, mule accounts, synthetic identity, circular invoicing, or double brokerage. Suspicion of fraud is independently a deactivation ground under Section C.1.12.

4.4 Legal Compliance

You shall comply with Applicable Law in connection with the Platform and Services, including laws on transportation, motor carriers, property brokers, cargo, data privacy, and employment.

4.5 Verification

Pro Hauls may require documentation verifying identity, authority, licenses, insurance, or other credentials at any time. Failure to provide satisfactory documentation may result in suspension or termination.

4.6 Eligibility Standing and Complaints

Complaints, “bad experience” reports, verified no-shows, time discrepancies, and similar feedback are collected for Pro Hauls’s internal use and may affect a Carrier’s eligibility standing on the Marketplace. They create no duty to any Carrier, Driver, or Customer. Pro Hauls may rely on them without independent verification, investigation, or opportunity to respond. Pro Hauls has no obligation to disclose a report, a standing decision, or the identity of a complainant. Eligibility standing is a Marketplace access status, not discipline or an employment record.

4.7 Sanctions; Export; OFAC

User warrants, on a continuing basis, that neither User nor any person that owns or controls User is: (a) identified on the U.S. Treasury Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List (the SDN List), the Entity List, or any similar restricted-party list; (b) located, organized, or resident in a comprehensively sanctioned jurisdiction; or (c) owned or controlled by, or acting for, a blocked or restricted person. User shall not use the Platform to arrange, haul, pay, or receive payment for the benefit of a blocked person, or in violation of U.S. export, sanctions, or anti-boycott law. Pro Hauls may freeze Accounts, withhold or delay funds, refuse Jobs, and terminate this Agreement without liability if it reasonably believes a sanctions, export, or similar restriction applies. User shall promptly provide information reasonably requested for screening.

4.8 Limited Non-Solicitation

User shall not, for twelve (12) months after User’s last use of the Platform, solicit or divert a Customer or Carrier that User first identified through the Platform, for off-platform hauls of the kind offered on the Marketplace. This Section does not bar a pre-existing business relationship that User can document as existing before User first identified that person through the Platform. Section C.3.6 (Carrier no-circumvention) and Section B.4.9 (Customer no-circumvention) remain in force and are independent of this Section.

4.9 Incident Reporting; Preservation; Cooperation

Every User shall report to Pro Hauls Support, within twenty-four (24) hours and in any event before the affected Daily Hour Report is approved, any accident, collision, rollover, injury, death, spill, release, fire, property damage (including damage to pavement, curbs, structures, utilities, landscaping, scales, or other vehicles), overweight or out-of-service citation, law-enforcement stop, or environmental or regulatory contact that occurs on or in connection with a Job. The report shall identify the Job, the Driver, the vehicle, the time and place, the persons and property involved, and any known witnesses. Each User shall preserve all related evidence — photographs, video, tickets, dash-camera footage, ELD or telematics data, texts, and site records — and shall not destroy, alter, or overwrite it. Each User shall cooperate reasonably with Pro Hauls, its insurers, and the other party to the Job in any investigation or claim. No User shall make any admission of fault on behalf of Pro Hauls, and no User shall speak to the press or post publicly about an incident in a way that identifies Pro Hauls without Pro Hauls’s written consent. Pro Hauls may suspend any User or any Job pending investigation of an incident under Section 5.2 and Section C.1.12. Pro Hauls’s receipt of a report, participation in an investigation, or relay of a claim is not an assumption of liability, an admission, or an agreement to defend or indemnify any User.

5.1 Term

This Agreement becomes effective when you accept it and continues until terminated under this Section 5.

5.2 Suspension

Pro Hauls may, at any time and without prior notice, suspend or disable your (and any Authorized User’s) access to the Services, in whole or in part, if: (a) Pro Hauls reasonably believes you have breached or are about to breach this Agreement or Applicable Law; (b) you fail to maintain required insurance or to provide current certificates; (c) your account is past due; (d) Pro Hauls determines that continued access poses a risk to the Platform, other Users, or Pro Hauls’s legal or regulatory compliance; or (e) for any other reason in Pro Hauls’s sole but reasonable discretion. Pro Hauls will use commercially reasonable efforts to provide notice of suspension when practicable, but failure to provide notice does not limit Pro Hauls’s rights. Suspension does not relieve you of payment or other obligations. Pro Hauls may reinstate access upon cure, in its sole discretion. Pro Hauls may refuse or permanently terminate access for any reason not prohibited by Applicable Law.

For Carriers and Drivers accessing the Marketplace or the Pro Hauls Driver app, Pro Hauls’s additional rights to suspend, deactivate, restrict, or permanently remove access, including with or without cause, are set forth in Schedule C Section C.1.12. This Section 5.2 does not limit those rights, require cause where Schedule C does not, or impose investigation, disclosure, or appeal obligations. If this Section 5.2 conflicts with Schedule C Section C.1.12 as to Carrier or Driver access to the Marketplace, the Pro Hauls Driver app, or the Platform, Schedule C Section C.1.12 controls.

5.3 Termination

Either Party may terminate this Agreement: (i) for the other Party’s material breach, if the breach remains uncured for thirty (30) days after written notice (or immediately if the breach is incapable of cure); or (ii) immediately upon the other Party’s insolvency, bankruptcy, assignment for the benefit of creditors, or similar event. In addition, Pro Hauls may terminate this Agreement or any Enterprise Agreement immediately (or on shorter notice) if: (a) you fail to pay any amount when due and the failure continues for more than ten (10) days after notice; (b) you fail to maintain required insurance; (c) you engage in conduct that Pro Hauls reasonably determines poses a material risk to the Platform, other Users, or Pro Hauls’s reputation or legal compliance; or (d) required by Applicable Law or governmental authority.

5.4 Effect of Termination; Survival

Upon termination or expiration: (a) all rights and access granted to you immediately cease; (b) you shall immediately pay all outstanding amounts owed to Pro Hauls; (c) any Enterprise Agreement may survive or terminate as provided in that Enterprise Agreement; and (d) the following survive: Sections 2.1 (including 2.1.12 and 2.1.13), 3 (including 3.5 and 3.7), 4.3.1, 4.7, 4.8, 4.9, 6 (including 6.9 and 6.10), 8, 9 (including 9.4, 9.5, and 9.6), 10, 11, and 13 (including 13.14, 13.15, and 13.16), 14, Schedule B Section B.1.7, Schedule C Sections C.1.12, C.1.13, C.3 (including C.3.6), C.4 (Fleet Owner obligations), C.5.3.1, and C.9, and Schedule D Sections D.6, D.8, and D.9, and any other provisions that by their nature should survive. Termination of an individual Enterprise Agreement does not terminate this Agreement unless the Enterprise Agreement says so. If this Section 5 conflicts with an Enterprise Agreement, the Enterprise Agreement controls solely as to that Enterprise Agreement.

Suspension, deactivation, restriction, or removal is not employment action and does not alter independent-contractor status.

6.1 Amounts Due

You shall pay all Customer Price, Platform Fees, Instant Pay Fees, and other charges stated in the applicable Enterprise Agreement, Schedule, and Platform records. Marketplace amounts (including Customer Price, Carrier Compensation, and the Platform Fee) are determined by Pro Hauls under Section 2.8; User input does not set Marketplace Rates. Customers are charged as described in Schedule D when Approved Hours are established. Amounts under an Enterprise Agreement are due as stated there or, if none is stated, within fifteen (15) days of the invoice date. You authorize Pro Hauls to charge any payment method on file.

6.2 Collection

Pro Hauls may use third-party collection agencies or other commercially reasonable means to collect past-due amounts. You shall pay all costs of collection, including reasonable attorneys’ fees, collection-agency fees, and court costs, to collect unpaid Customer Price, Platform Fees, and other amounts you owe. Pro Hauls may immediately suspend or terminate access for past-due amounts.

6.3 Invoice Disputes

Marketplace charges are reviewed through the Daily Hour Report: a Customer must approve or dispute a Daily Hour Report within the forty-eight (48) hour Approval Window under Section B.4.5, after which the report is automatically approved and becomes final. For any other invoice (including an Enterprise Agreement invoice), you must notify Pro Hauls in writing (email to support@prohauls.co or another address Pro Hauls designates) of any disputed amount within forty-eight (48) hours of the invoice date or delivery. You may withhold only the specific amounts that are timely and properly disputed. Undisputed amounts remain due. Failure to dispute within the applicable period constitutes acceptance of the charge as correct and final.

6.4 Late Interest

Any undisputed amounts not paid when due bear interest at eighteen percent (18%) per annum or the maximum rate permitted by Applicable Law, whichever is lower, calculated from the due date until Pro Hauls receives clear funds. Interest accrues daily.

6.5 Taxes

All fees are exclusive of taxes. You are solely responsible for: (a) sales, use, excise, value-added, goods-and-services, and similar taxes, duties, and charges on the Services or on amounts payable under this Agreement (excluding taxes based solely on Pro Hauls’s net income); (b) tax registration, reporting, and remittance arising from your own business and income; and (c) providing accurate tax information (including Form W-9 or equivalent) upon request. Failure to provide required tax information may result in withholding, delayed payments, or suspension. If Pro Hauls is required to collect and remit taxes, those amounts will be added to the invoice and paid by you.

6.6 Enterprise Agreement Priority

If this Section 6 conflicts with payment or commercial terms of an executed Enterprise Agreement, the Enterprise Agreement controls solely as to the fees, payment schedule, and commercial terms stated in that Enterprise Agreement.

6.7 No Refunds

Except as this Agreement or an Enterprise Agreement expressly provides, all fees are non-refundable.

6.8 Setoff

Pro Hauls may set off any amount it owes a Carrier (including Carrier Compensation) against any amount that Carrier owes Pro Hauls, including fees, chargebacks, overpayments, indemnified losses, and damages arising from a Job or from breach of this Agreement. Pro Hauls may also set off amounts payable to a Customer against amounts that Customer owes Pro Hauls. Chargebacks, ACH returns, factoring notices, and account-takeover risk are allocated under Section 4.3.1.

6.9 Reservation of Lien, Notice, and Bond-Claim Rights

Hauling and delivery of construction materials to or from a project may give rise to lien, notice-of-nonpayment, stop-notice, and payment-bond rights under the Tennessee Prompt Pay Act, the Tennessee mechanics’ and materialmen’s lien statutes (Tenn. Code Ann. Title 66, Chapter 11), the Miller Act, and similar laws of other states. If a Customer fails to pay for Jobs performed, Pro Hauls, as the party to whom the Customer’s payment obligation runs, reserves every such right to the fullest extent Applicable Law allows, including the right to serve notices of nonpayment on the project owner, general contractor, lender, or surety, to record a lien, and to make a claim on any payment bond. Each Carrier assigns to Pro Hauls, to the extent of amounts Pro Hauls has paid or is obligated to pay the Carrier, any lien or bond rights the Carrier may hold for the same work, and shall sign any document reasonably needed to perfect Pro Hauls’s rights. Customer shall, on request, identify the project owner, general contractor, lender, and any payment bond for each Job so that these rights can be exercised. Nothing in this Section obligates Pro Hauls to pursue any lien or bond claim, and Pro Hauls’s election not to do so does not waive any amount owed.

6.10 Personal Guaranty for Enterprise Accounts

Pro Hauls may condition an Enterprise Agreement, negotiated payment terms, or ACH billing on a written personal guaranty from a principal of the Customer. Where a guaranty is executed, the guarantor unconditionally guarantees payment of all amounts the Customer owes under this Agreement and the Enterprise Agreement, waives notice and demand, and agrees that Pro Hauls may proceed against the guarantor without first exhausting remedies against the Customer. The guaranty is a separate document and is not created by acceptance of this Agreement alone.

7.1 Limited Performance Warranty

Pro Hauls warrants that it will provide the Platform and Services in a professional and workmanlike manner consistent with generally accepted industry standards. Your sole and exclusive remedy, and Pro Hauls’s entire liability, for breach of this limited warranty is re-performance of the affected Services or, at Pro Hauls’s option, a refund of the fees paid for the non-conforming Services during the period of non-conformance.

7.2 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.1, THE PLATFORM, SERVICES, RATE ENGINE, MARKETPLACE RATES, AND ALL CONTENT, DATA, AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRO HAULS AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, PRO HAULS MAKES NO WARRANTY THAT: (a) the Platform or Services will meet your requirements or expectations; (b) the Platform or Services will be uninterrupted, timely, secure, error-free, or free of harmful code; (c) results obtained from use will be accurate, complete, or reliable; (d) any data, content, Job information, rates (including Marketplace Rates and Rate Engine output), tickets, or other materials provided by Users or third parties will be accurate, complete, or lawful; or (e) any defects will be corrected. Pro Hauls does not warrant or guarantee that any Job will be accepted, performed, or completed, or that any cargo will be transported safely or on time. Eligibility checks, credential collection, ranking, and Marketplace offering described in Section 2.1.12 are not a warranty of Carrier or Driver safety, fitness, or performance. You assume all risk arising from use of the Platform and Services and from any transactions facilitated through the Platform.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• (a)Liability Cap. EXCEPT FOR (i) USER’S INDEMNIFICATION OBLIGATIONS, (ii) USER’S PAYMENT OBLIGATIONS, (iii) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (iv) EITHER PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (v) ANY OTHER LIABILITY THAT CANNOT BE LIMITED BY LAW, IN NO EVENT WILL PRO HAULS’S (OR ITS AFFILIATES’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE GREATER OF (1) THE TOTAL PLATFORM FEES RETAINED BY PRO HAULS ON USER’S JOBS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (2) ONE THOUSAND DOLLARS ($1,000).
• (b)Exclusion of Consequential and Related Damages. IN NO EVENT WILL PRO HAULS OR ITS AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PRO HAULS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND EVEN IF A LIMITED REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
• (c)Application. The limitations and exclusions in this Section 8 apply even if any limited remedy fails of its essential purpose and form an essential basis of the bargain between the Parties. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, Pro Hauls’s liability will be limited to the maximum extent permitted by law.

9.1 Pro Hauls Intellectual Property Indemnity

Pro Hauls shall defend you against any third-party claim alleging that the Services, as provided by Pro Hauls and used by you in accordance with this Agreement, infringe any United States patent, trademark, or copyright of a third party (“IP Claim”), and will indemnify and hold you harmless from damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) finally awarded by a court or included in a settlement approved by Pro Hauls, to the extent based on that IP Claim, provided that: (a) you promptly notify Pro Hauls in writing; (b) Pro Hauls has sole control of defense and settlement; and (c) you provide reasonable cooperation (at Pro Hauls’s expense). If the Services become, or in Pro Hauls’s opinion are likely to become, the subject of an IP Claim, Pro Hauls may, at its sole option and expense: (i) procure the right for you to continue using the Services; (ii) replace or modify the Services so they are non-infringing (without material loss of functionality); or (iii) terminate access to the affected Services and refund any prepaid, unused fees for the terminated portion. Pro Hauls has no obligation under this Section 9.1 to the extent the IP Claim arises from: (a) modification of the Services by anyone other than Pro Hauls; (b) combination of the Services with software, hardware, or services not provided by Pro Hauls; (c) your misuse of the Services or breach of this Agreement; (d) use of other than the most current version made available to you; or (e) compliance with designs, specifications, or instructions you provided. THE FOREGOING STATES PRO HAULS’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

9.2 User Indemnity

You shall defend, indemnify, and hold harmless Pro Hauls, its Affiliates, and their respective officers, directors, employees, agents, and Customer(s) from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your access to or use of the Platform or Services; (b) any Job, cargo, or transportation services facilitated through the Platform; (c) any personal injury (including death) or property damage caused by you, your Authorized Users, Drivers, vehicles, or equipment; (d) your breach of this Agreement or violation of Applicable Law; (e) any claim by a third party arising from your acts or omissions; or (f) any allegation that content, data, or materials you provided infringe or misappropriate the rights of a third party; or (g) any claim of negligent selection, negligent hiring, negligent retention, negligent ranking, or similar theory arising out of or related to your acts or omissions, vehicles, Drivers, cargo, jobsites, or (as to a Carrier) performance of a Job, as further allocated in Section 2.1.12. Your obligations under this Section 9.2 are independent of, and in addition to, any indemnification obligations in the Schedules (including Schedule C) and in Sections 2.1.12, 2.1.13, and 9.4.

9.3 Carrier Indemnity

Carrier shall defend, indemnify, and hold harmless Pro Hauls, its Affiliates, the applicable Customer(s), and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Carrier’s performance of, or failure to perform, any Job or other obligations under Schedule C or this Agreement; (b) any breach of Schedule C or this Agreement by Carrier, its employees, agents, or independent contractors; (c) any personal injury (including death) or property damage caused by Carrier, its Drivers, employees, agents, independent contractors, vehicles, or equipment; (d) Carrier’s possession, use, maintenance, custody, loading, unloading, or operation of any vehicle or equipment in connection with Services under this Agreement; (e) any claim by a third party arising from the acts or omissions of Carrier or its personnel; (f) any violation of Applicable Law by Carrier or its personnel; or (g) any subcontracting or use of third parties in violation of Schedule C; or (h) any claim of negligent selection, negligent hiring, negligent retention, or similar theory arising out of Carrier’s performance of a Job or Carrier’s vehicles, Drivers, or equipment. Carrier hereby expressly waives any and all protections under Applicable Law, including but not limited to the exclusive-remedy provisions of any workers’ compensation statute or similar law, to the extent necessary to give full effect to the indemnification obligations in this Section 9.3. Carrier’s indemnification obligations under this Section are in addition to, and do not limit, any indemnification obligations of User under the main body of this Agreement.

9.4 Environmental Matters

Each User shall defend, indemnify, and hold harmless the Pro Hauls Indemnified Parties from and against all claims, fines, response costs, remediation costs, natural-resource damages, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) a spill, leak, blow-off, tracking, or release of material from that User’s vehicle or from cargo that User tendered or hauled; (b) contamination of soil, groundwater, stormwater, a vehicle, a dumpsite, or a third party’s property; (c) Prohibited Cargo or illegal dumping; (d) washout of a dump body at a location that is not a lawful washout facility; or (e) any allegation that Pro Hauls is a generator, arranger, transporter, or disposer under CERCLA, RCRA, or any State analog by reason of operating the Platform or acting as a property broker, to the extent such arranger-type theories may be allocated by contract. This Section 9.4 is in addition to Sections 9.2 and 9.3 and survives termination.

9.5 Indemnification Procedure

A Pro Hauls Indemnified Party seeking indemnification shall give the indemnifying User written notice of the claim reasonably promptly after becoming aware of it; delay in notice does not relieve the indemnifying User of its obligations except to the extent it is materially prejudiced. Pro Hauls may, at its election, either (a) tender the defense to the indemnifying User, which shall then defend the claim with counsel reasonably acceptable to Pro Hauls, keep Pro Hauls informed, and not settle any claim that imposes an obligation on, admits fault by, or fails to fully release the Pro Hauls Indemnified Parties without Pro Hauls’s prior written consent; or (b) retain control of the defense with counsel of its choosing at the indemnifying User’s expense, in which case the indemnifying User shall cooperate and shall pay defense costs as incurred. Pro Hauls may participate in any defense with its own counsel at its own expense. If the indemnifying User fails to assume a tendered defense within fifteen (15) days, Pro Hauls may defend and settle the claim at the indemnifying User’s expense. Indemnification obligations apply regardless of whether the claim is ultimately proven, and include the cost of enforcing the indemnity.

9.6 Release

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH USER, FOR ITSELF AND ITS OWNERS, EMPLOYEES, DRIVERS, CONTRACTORS, INSURERS, SUCCESSORS, AND ASSIGNS, RELEASES AND FOREVER DISCHARGES THE PRO HAULS INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, AND LIABILITIES OF EVERY KIND, KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO THE PHYSICAL PERFORMANCE OF ANY JOB — INCLUDING THE LOADING, HAULING, DUMPING, OPERATION, OR CONDITION OF ANY VEHICLE OR EQUIPMENT, THE CONDITION OF ANY JOBSITE, PLANT, QUARRY, OR DUMPSITE, THE MATERIAL HAULED, AND THE ACTS OR OMISSIONS OF ANY OTHER USER, DRIVER, OR THIRD PARTY — EXCEPT TO THE EXTENT A COURT OF COMPETENT JURISDICTION FINALLY DETERMINES THAT THE CLAIM WAS CAUSED BY PRO HAULS’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO THE EXTENT NON-WAIVABLE APPLICABLE LAW PROHIBITS THE RELEASE. THIS RELEASE IS IN ADDITION TO, AND NOT A LIMITATION OF, THE INDEMNITIES IN THIS SECTION 9 AND THE LIMITATIONS IN SECTION 8. EACH USER ACKNOWLEDGES THAT IT HAS READ THIS RELEASE, THAT IT IS A MATERIAL PART OF THE BARGAIN, AND THAT IT WOULD NOT HAVE ACCESS TO THE MARKETPLACE WITHOUT IT.

10.1 Confidentiality

Each Party may receive Confidential Information of the other Party. “Confidential Information” means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential, including business plans, technical information, pricing, customer data, and the terms of this Agreement. The receiving Party shall: (a) use Confidential Information only to perform obligations or exercise rights under this Agreement; (b) protect it using at least the same degree of care it uses for its own similar information (and no less than reasonable care); and (c) not disclose it to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was rightfully known to the receiving Party before disclosure; (iii) is independently developed without use of the disclosing Party’s Confidential Information; or (iv) is rightfully received from a third party without confidentiality restrictions. A Party may disclose Confidential Information if required by law or court order, provided it gives the other Party prior notice (to the extent legally permitted) and reasonable assistance in seeking a protective order. Upon termination or request, the receiving Party shall return or destroy the other Party’s Confidential Information, except for copies retained for legal or archival purposes under continuing confidentiality obligations. The obligations in this Section 10.1 survive termination for three (3) years (or longer for trade secrets).

10.2 Privacy

Pro Hauls’s collection, use, and disclosure of personal information is governed by the Privacy Policy (and California Privacy Notice, if applicable), which is incorporated by reference. Pro Hauls may update the Privacy Policy from time to time. If this Agreement and the Privacy Policy conflict with respect to personal information, the Privacy Policy controls. The Privacy Policy is available at https://www.prohauls.co/privacy-policy.

10.3 Publicity

You grant Pro Hauls a non-exclusive, royalty-free right to use your name, logo, and trademarks solely to identify you as a customer of Pro Hauls in marketing materials, on Pro Hauls’s website (https://www.prohauls.co), and in customer lists. Pro Hauls shall comply with any reasonable trademark usage guidelines you provide. You may revoke this right at any time by written notice, after which Pro Hauls shall cease new uses (existing materials may be exhausted). Neither Party shall issue a press release about this Agreement without the other Party’s prior written consent, except that Pro Hauls may reference you as a customer as described above.

11.1 Relationship

The relationship between the Parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between Pro Hauls and you (or between Pro Hauls and any Carrier, Driver, or Customer). Suspension, deactivation, restriction, or removal of Platform access is not employment action and does not alter the independent-contractor relationship. Neither Party has authority to bind the other, to incur any obligation on the other’s behalf, or to represent itself as an agent, employee, or representative of the other.

11.2 No Control Over Transportation; Not a Carrier; Broker Status Does Not Create Employment

Pro Hauls does not provide motor-carrier transportation and does not control the manner, means, routes, or methods by which any Carrier or Driver performs transportation. Carriers and Drivers are independent contractors of their own businesses (and, as to a Job, may have a contract with the Customer as described in Schedules B and C), not employees of Pro Hauls. You acknowledge that Pro Hauls is not a motor carrier, does not employ Drivers or Carriers, and does not itself perform transportation. Pro Hauls’s role as a property broker (including the Broker Authority described in Section 2.1) does not make Carriers or Drivers employees, partners, or agents of Pro Hauls. Platform-determined Marketplace Rates, Job matching, credential checks, insurance requirements, invoicing, and remittance of Carrier Compensation do not constitute control of transportation means or methods. Collecting or verifying a CDL Number does not create employment or control of means.

11.3 Misclassification Indemnity

You shall defend, indemnify, and hold Pro Hauls harmless from and against any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of any allegation that Pro Hauls is an employer, joint employer, or principal of you, any Authorized User, Carrier, Driver, or other personnel, or any claim of misclassification, employment, or agency related to use of the Platform.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed as follows (or to such other address as a Party designates by Notice).

Notices to Pro Hauls LLC:

Pro Hauls LLC
Attn: Legal / Contract Management
302 Orlando Ave, Nashville, TN 37209

Email: support@prohauls.co (subject line: “Legal Notice”) (or such other email as Pro Hauls designates)

Notices to User:

To the email address and/or physical address associated with your Account. Notices sent by email are deemed given on the date of transmission (if sent during the recipient’s normal business hours) or on the next business day (if sent outside normal business hours). Notices sent by overnight courier are deemed given on the next business day after deposit. Notices sent by certified or registered mail are deemed given three (3) business days after mailing. Pro Hauls may also provide operational or service-related notices through the Platform, in-app messages, or SMS/RCS, which are effective upon posting or sending.

13.1 Governing Law and Venue

This Agreement is a commercial, business-to-business contract. User is not a “consumer” for purposes of the Tennessee Consumer Protection Act, Tenn. Code Ann. § 47-18-101 et seq., to the extent that statute can be inapplicable to this transaction. This Agreement is governed by the laws of the State of Tennessee, without regard to conflict-of-laws principles. Subject to Section 13.15 (Binding Arbitration; Class-Action Waiver), any dispute, claim, or cause of action arising out of or relating to this Agreement or the Services that is not required to be arbitrated, or that this Agreement permits to be brought in court — including actions Pro Hauls brings for injunctive or other equitable relief or to collect unpaid amounts under Section 13.15(d) — shall be brought exclusively in the state or federal courts located in Davidson County, Tennessee (Nashville) or Robertson County, Tennessee. No such action may be brought in any other state. Each Party consents to personal jurisdiction and exclusive venue in those Tennessee courts and irrevocably waives any objection to venue or claim of inconvenient forum. To the extent a claim proceeds in court, the jury waiver in Section 13.15(f) applies.

13.2 Assignment

You may not assign or transfer this Agreement, in whole or in part, without Pro Hauls’s prior written consent. Any attempted assignment in violation of this section is void. Pro Hauls may assign this Agreement without your consent to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. This Agreement binds and benefits the Parties and their permitted successors and assigns.

13.3 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent.

13.4 Waiver

Failure to enforce any provision is not a waiver of the right to enforce that provision or any other provision later. Any waiver must be in writing and signed by the waiving Party.

13.5 Entire Agreement

This Agreement (including all applicable Schedules, Enterprise Agreements, and the Privacy Policy) is the entire agreement between the Parties on the subject matter and supersedes all prior or contemporaneous agreements, proposals, understandings, and representations, whether written or oral. No terms on any purchase order, scale ticket, dock receipt, or other document you issue modify or add to this Agreement unless Pro Hauls expressly accepts them in writing.

13.6 Force Majeure

Neither Party is liable for failure or delay in performing obligations under this Agreement (other than payment obligations) if the failure or delay results from circumstances beyond that Party’s reasonable control, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riot; civil unrest; government actions, orders, or embargoes; labor disputes or strikes (excluding those involving the affected Party’s own employees); utility or telecommunications failures; cyberattacks not caused by the affected Party’s negligence; and, specifically with respect to transportation, severe weather that renders roads impassable, site-access restrictions imposed by the Customer or property owner, material shortages not caused by the Carrier, or emergency road closures. The affected Party shall give prompt written notice and shall use commercially reasonable efforts to mitigate and resume performance. If a force-majeure event continues for more than thirty (30) consecutive days, either Party may terminate the affected Enterprise Agreement or Job without liability (except for accrued payment obligations).

13.7 Changes to this Agreement

Pro Hauls may amend this Agreement from time to time by posting the updated version on the Platform or by providing notice to you in accordance with Section 12. The updated Agreement becomes effective on the date stated in the notice or posting. Your continued access to or use of the Platform or Services after the effective date constitutes acceptance of the amended Agreement. If you do not agree to the changes, your sole remedy is to stop using the Services and terminate this Agreement.

13.8 Authority

Each Party represents that the individual accepting this Agreement has legal authority to bind that Party.

13.9 Electronic Acceptance

This Agreement may be accepted electronically (including by clicking “Accept” or similar means). Electronic acceptance has the same legal effect as a handwritten signature.

13.10 Time Limit on Claims

To the extent permitted by Applicable Law, you must bring any claim or cause of action against Pro Hauls, whether in arbitration or in court, within one (1) year after it accrues. After that period, the claim is waived. This Section 13.10 does not extend any shorter period stated elsewhere in this Agreement (including the 48-hour invoice-dispute window).

13.11 Injunctive Relief

You acknowledge that unauthorized use of the Platform, infringement of Pro Hauls’s intellectual property, or breach of confidentiality or Section 4.2 may cause irreparable harm for which money damages would be inadequate. Pro Hauls is entitled to seek injunctive or other equitable relief to protect its intellectual property, Confidential Information, and the Platform, without posting a bond or other security to the extent permitted by Applicable Law, and without limiting other remedies.

13.12 Platform Records as Evidence

Platform records — including GPS data, timestamps, photographs, tickets, in-app acceptances, Rate Engine displays, invoices, remittance reports, and completed-jobs data — are rebuttable presumptions of what occurred, absent manifest error. You may rebut a record only with clear and convincing evidence of manifest error. Pro Hauls has no duty to preserve records beyond its ordinary retention practices and Applicable Law.

13.13 No Third-Party Beneficiaries

This Agreement does not confer rights on any person other than the Parties, except where Pro Hauls expressly says otherwise. Without limiting the foregoing, a Customer is an intended third-party beneficiary of a Carrier’s insurance, indemnity, and related obligations under Schedule C (and main-body Section 9.3) and may enforce those provisions directly against the Carrier. Carriers are not third-party beneficiaries of Pro Hauls’s arrangements with Customers except as this Agreement expressly states.

13.14 Contract Carriage; Waiver of Certain Title 49 Rights

Pursuant to 49 U.S.C. § 14101(b), to the extent that statute applies to a Party’s performance, the Parties waive any rights or remedies under Part B of Subtitle IV of Title 49 of the United States Code that conflict with this Agreement, except rights or remedies that § 14101(b) does not permit to be waived. Without limiting the foregoing, Carrier waives, as between Carrier and Pro Hauls only, any right to inspect Pro Hauls’s broker records under 49 C.F.R. § 371.10 that conflicts with this Agreement, to the extent permitted. This waiver does not limit FMCSA’s or any other governmental authority’s rights, does not make Pro Hauls a motor carrier, and does not reduce Carrier’s Carmack obligations as motor carrier except as this Agreement lawfully provides.

13.15 Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. It affects how disputes with Pro Hauls are resolved. This Section 13.15 is a commercial arbitration agreement between businesses. It is not a consumer-arbitration clause. User is not a “consumer” for purposes of the Tennessee Consumer Protection Act, Tenn. Code Ann. § 47-18-101 et seq., or any similar consumer-protection statute, to the extent those statutes can be inapplicable to this commercial transaction.

• (a)Informal resolution. Before commencing arbitration, the claimant shall send a written Notice under Section 12 describing the dispute in reasonable detail and shall wait thirty (30) days while the Parties attempt a business resolution.
• (b)Binding individual arbitration. Subject to subsections (d), (e), and (h), any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, the Services, or any Job — including the existence, scope, or enforceability of this Section 13.15, except as subsection (g) provides — shall be resolved by confidential, binding, individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The seat of arbitration is Nashville, Davidson County, Tennessee. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award only relief that a court could award to the individual claimant, and only consistent with Section 8. There is no right to consolidated, class, collective, or representative arbitration.
• (c)Class-action waiver; individual claims only. YOU AND PRO HAULS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. The arbitrator may not preside over any form of class, collective, consolidated, or representative proceeding. If this subsection (c) is held unenforceable as to a particular claim, that class, collective, consolidated, or representative claim (and only that claim) may proceed in court under Section 13.1, and this Section 13.15 remains in force as to all individual claims. Arbitration of individual claims still stands if possible.
• (d)Carve-outs.
  • (i)Injunctive relief and collection. Pro Hauls may bring an action in the courts specified in Section 13.1 for injunctive or other equitable relief to protect intellectual property, Confidential Information, or the Platform, or to stop scraping or other prohibited conduct under Section 4.2, and to collect unpaid Customer Price, Platform Fees, invoices, or similar amounts, including setoff and collection.
  • (ii)Small claims. Either Party may bring an individual action in small-claims court in Davidson County or Robertson County, Tennessee, if the claim is within that court’s monetary and subject-matter limits. Small-claims actions are still subject to the exclusive Tennessee venue in Section 13.1.
  • (iii)Carmack cargo claims against Carrier. A Cargo Claim by a Customer (or cargo owner) against the Carrier as motor carrier under the Carmack Amendment, 49 U.S.C. § 14706, and the claims procedure in 49 C.F.R. Part 370, is not required to be arbitrated under this Section 13.15. Those claims remain with that statutory scheme as stated in Section C.9.2. This subsection does not expand Pro Hauls’s cargo liability, does not make Pro Hauls a motor carrier, and does not require Pro Hauls to arbitrate (or to be a party to) a Carmack cargo claim against the Carrier.
• (e)Third-party actions. If Pro Hauls is sued in any court by a third party (including a personal-injury or cargo claimant) arising from a Job, Carrier and Customer consent to jurisdiction in that court for indemnity and contribution claims arising from the same Job.
• (f)Jury trial. TO THE EXTENT A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND PRO HAULS EACH WAIVE ANY RIGHT TO A JURY TRIAL to the maximum extent permitted by Applicable Law.
• (g)Delegation. Disputes about the existence, scope, or enforceability of this Section 13.15 are for the arbitrator, except that a court may decide the enforceability of subsection (c) (class-action waiver).
• (h)Opt-out. User may opt out of this Section 13.15 by sending written notice to Pro Hauls LLC, Attn: Legal / Arbitration Opt-Out, 302 Orlando Ave, Nashville, TN 37209, postmarked or delivered within thirty (30) days after User first accepts this Agreement (or, if later, within thirty (30) days after Pro Hauls first posts a version of this Agreement that contains this Section 13.15). The notice must include the Account name, the name of the person with authority to bind User, and a clear statement that User opts out of arbitration. Opting out of this Section 13.15 does not affect any other provision of this Agreement, including Section 13.1. If User timely opts out, disputes will be resolved in court under Section 13.1, and the jury waiver in subsection (f) still applies to the extent permitted.
• (i)Survival; severability. This Section 13.15 survives termination. If any part of this Section other than subsection (c) is held unenforceable, the remainder remains in effect. If subsection (c) is held unenforceable, it severs as provided in subsection (c), and arbitration of individual claims still stands if possible.

13.16 Attorneys’ Fees

If User breaches this Agreement, User shall pay Pro Hauls’s reasonable attorneys’ fees, costs, and expenses incurred in enforcing this Agreement or in collecting amounts due, whether in arbitration, court, or otherwise. This Section 13.16 is in addition to Section 6.2 (collection). It is not a mutual prevailing-party clause. User is not entitled to recover attorneys’ fees from Pro Hauls under this Section.

14.1 Stripe

Payment processing on the Platform is provided by Stripe, Inc. and its affiliates (“Stripe”) and is subject to the Stripe Services Agreement (https://stripe.com/legal/ssa) and, for Carriers, the Stripe Connected Account Agreement (https://stripe.com/legal/connect-account), each as Stripe updates them. By creating an Account, adding a payment method, or connecting a Stripe Connect account, you agree to be bound by those Stripe agreements. As a condition of Pro Hauls enabling payment services through Stripe, you agree to provide Pro Hauls and Stripe accurate and complete information about you and your business, and you authorize Pro Hauls to share it and transaction information with Stripe. Pro Hauls is not responsible for Stripe’s services, availability, or decisions, including Stripe’s refusal or delay of a payout, its identity or risk review, or its instant-payout eligibility rules.

14.2 Mapping, Messaging, and Other Services

The Platform uses third-party mapping and location services (including Mapbox), messaging services (including Twilio and SendGrid), authentication and cloud services (including Firebase and Amazon Web Services), and product-analytics services (including PostHog). Those services are governed by their providers’ terms, and Pro Hauls may replace any of them. Pro Hauls is not responsible for their accuracy, availability, or acts. Map data, routing, ETAs, and geofences are estimates.

14.3 Apple App Store

If you download the Pro Hauls Driver app or Pro Hauls Client app from the Apple App Store, the following applies. This Agreement is between you and Pro Hauls only, not Apple Inc. (“Apple”); Apple is not responsible for the app or its content. Your license to the app is limited to a non-transferable license to use it on Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that the app may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. Apple has no obligation to furnish maintenance or support for the app. In the event of any failure of the app to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) to you; to the maximum extent permitted by Applicable Law, Apple has no other warranty obligation with respect to the app, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to a warranty are Pro Hauls’s sole responsibility. Pro Hauls, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession or use of it, including product-liability claims, any claim that the app fails to conform to a legal or regulatory requirement, and claims under consumer-protection, privacy, or similar law. In the event of a third-party claim that the app or your possession and use of it infringes that third party’s intellectual-property rights, Pro Hauls, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of that claim. You represent and warrant that you are not located in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. You must comply with applicable third-party terms of agreement when using the app. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary. Questions, complaints, or claims regarding the app should be directed to Pro Hauls LLC, 302 Orlando Ave, Nashville, TN 37209, support@prohauls.co, 1-877-4PROHAUL (1-877-477-6428).

14.4 Google Play

If you download the app from Google Play, you acknowledge that this Agreement is between you and Pro Hauls only, not Google LLC (“Google”); that Google is not responsible for the app or its content and has no obligation to provide maintenance or support for it; that your use of Google Play is subject to the Google Play Terms of Service; and that Google is a third-party beneficiary of this Agreement with the right to enforce it against you. Where this Agreement conflicts with the Google Play Terms of Service as to the download and installation of the app, the Google Play terms control for that subject only.

14.5 Device Permissions

The apps request device permissions — precise location (including background location for Drivers on a Job), camera, photo library, notifications, and phone — that are needed for the Roles described in this Agreement. You may decline a permission in your device settings, but the apps cannot perform a Job, verify hours, or deliver notifications without the corresponding permission, and Pro Hauls is not liable for any consequence of a declined or revoked permission.

This Schedule B applies to a Customer that uses the Platform to post and manage Jobs on the Marketplace.

B.1 Customer Warranties

B.1.1 Legal Existence

Customer represents that it is a sole proprietor or a legally formed business using the Marketplace to connect with Drivers, Carriers, or persons who hold broker authority, for lawful transportation of materials.

B.1.2 Completeness of Job Postings

Customer shall use commercially reasonable efforts to post Jobs that are accurate and complete so that potential Carriers can decide whether a Job is a reasonable match. Each Job shall include complete pickup and delivery location information, delivery instructions, required or desired vehicle type, and cargo information. Customer may provide job parameters (including geography, vehicle class, material type and quantity, timing, and site conditions) that the Rate Engine may use to determine Marketplace Rates. Customer does not set Marketplace Rates. Customer, not Pro Hauls, is solely responsible for the job-parameter and operational data Customer inputs. Customer warrants the material type, origin, quantity, weight estimates, and intended dumpsite as stated in Sections 2.1.13, B.1.5, and B.1.6, and shall not tender Prohibited Cargo.

B.1.3 Contracting on the Marketplace

Customer agrees that posting Jobs and engaging Carriers who accept them occur under the Marketplace contracting rules in Section B.4.

B.1.4 Customer Who Also Operates

If Customer posts Jobs under this Schedule but is also a Carrier, then for those postings Customer is acting as a dual-role User. In that capacity, Customer represents that it is duly qualified under Applicable Law to arrange those Jobs with other Carriers under Customer’s own authority and responsibility. This Section addresses Customer’s own dual-role arrangements. It does not change Pro Hauls’s role under Section 2.1.

B.1.5 Customer Duties at Origin and Destination

Customer is solely responsible for: (a) lawful access to origin and destination; (b) site conditions, including overhead lines, trenches, unstable banks, underground utilities, and adequate dump room; (c) identifying the material and the lawful dumpsite; (d) any bond, permit, or prevailing-wage requirement applicable to the project; (e) posted and reasonable site, quarry, plant, and dumpsite rules, and communicating those rules to Carriers; and (f) the instructions of Customer’s own contractors, inspectors, and receivers. If Customer or a site controller directs a Carrier to dump in an unlawful or unsafe location, Customer shall defend, indemnify, and hold harmless Pro Hauls and the Carrier from resulting claims, fines, and cleanup, except to the extent caused by the Carrier’s gross negligence or willful misconduct. Pro Hauls is not the general contractor, excavator, generator, or site owner. Jobsites, quarries, plants, yards, and dumpsites are controlled by Customer, a project owner, or a third party, not by Pro Hauls.

B.1.6 Customer Weight and Quantity Data

Customer warrants that estimated tons, yards, and material density supplied as Job parameters are made in good faith. If Customer or a plant, quarry, or other loading party selected by Customer loads the vehicle, Customer (or that loading party) is responsible for the loaded weight. Customer shall defend, indemnify, and hold harmless Pro Hauls from overweight or oversize citations and from claims that Marketplace Rates were calculated on false quantity data Customer supplied, except to the extent caused by Carrier’s independent overloading after a lawful load was tendered. Pro Hauls’s Rate Engine estimates are not a certified scale weight and are not a permit.

B.1.7 Site Damage; Ground Conditions; Stuck or Disabled Vehicles

A loaded tri-axle dump truck can weigh over seventy thousand pounds. By posting a Job and directing a Carrier onto a site, Customer represents that the driveways, roads, culverts, bridges, lawns, pavement, curbs, septic systems, drain fields, underground utilities, retaining walls, and other improvements along the route Customer designates on or adjacent to the site are suitable for that load, or that Customer accepts the risk that they are not. Damage to those improvements caused by the weight or ordinary operation of a properly driven, lawfully loaded truck on the route or dump location Customer designated is Customer’s risk and expense as between Customer and Pro Hauls, and Customer shall not charge it back to Pro Hauls or withhold payment on account of it. A Carrier remains responsible to Customer for damage caused by the Carrier’s negligence or its departure from Customer’s directions, as allocated in Sections B.8.2 and C.9.1. If a truck becomes stuck, mired, or disabled because of ground conditions, weather, site access, or soil that Customer or a site controller directed the Driver onto, Customer is responsible for the reasonable cost of recovery, towing, and any resulting downtime, which Pro Hauls may charge as an accessorial under Section 2.8; where the Driver disregarded Customer’s reasonable direction, the Carrier bears those costs. Pro Hauls does not inspect sites, does not warrant ground conditions, and is not liable for site damage or vehicle recovery under any theory.

B.2 Pro Hauls’s Role on the Marketplace

B.2.1 Property Broker and Technology Platform; Not a Carrier

For activities under this Schedule, Pro Hauls provides software that lets the Customer post and manage Jobs, and that lets the Customer and a Carrier form a contract for a Job on the terms of this Schedule B (as applied to the Customer) and Schedule C (as applied to the Carrier). For those Marketplace Jobs, Pro Hauls also arranges the transportation as a property broker under Section 2.1. Pro Hauls itself is not a motor carrier and does not haul. Actual transportation of a Job is performed by Carriers, who are solely responsible and liable for carriage. Commitments between Customer and Carrier that are not in this Agreement or confirmed in the Platform are solely between Customer and Carrier.

B.2.2 Payment Facilitation; Platform Fee

Pro Hauls shall charge Customer the Customer Price and applicable fees, and shall pay the carrying Carrier the Carrier Compensation, in each case as determined under Section 2.8. Those billing and payment functions apply when Pro Hauls is acting as property broker and when Pro Hauls is operating the Platform. Pro Hauls may disburse Carrier Compensation as described in this Agreement and Schedule D. Payment to a Carrier is conditioned on Approved Hours, collection of the Customer’s payment, and the other conditions in this Agreement and Schedule D. Pro Hauls retains the Platform Fee. Disbursements are not based on a rate inputted by Customer. User input does not set Marketplace Rates. Setoff under Section 6.8 remains available.

B.2.3 Insurance Generally

All obligations to procure and maintain motor-carrier, automobile, cargo, and commercial general liability insurance for a Job are borne solely by the Customer or the Carrier (as applicable), unless otherwise specified in Section B.8. Pro Hauls’s obligation, while acting as a property broker, to maintain any surety bond or trust fund required of property brokers is stated in Section 2.1.7 and is separate from Carrier and Customer insurance.

B.3 Carrier Terms; Right to Request Credentials

General terms applicable to Carriers, including representations and warranties, are in Schedule C. Customer (and/or its representatives at pickup or delivery) may request from any Carrier that has accepted a Job any commercially reasonable proof of legal compliance, identity, authority, license, insurance, and corporate existence. Customer may also request that Carriers complete site-specific safety training, if the Job posting noted that requirement.

B.4 Posting, Acceptance, Cancellation, and Rates

B.4.1 Posting a Job

Customer’s posting of a Job is a request for capacity directed to qualified Carriers on the Marketplace. The Platform will present the Job to qualified Carriers. Customer may withdraw a Job under Section B.4.3. Posting is not an offer of a Customer-set haul rate.

B.4.2 Acceptance

A Carrier accepts a Job by indicating acceptance in the Platform (including by tap, click, or other in-app control). Once a Carrier accepts, Customer and Carrier are deemed to have entered a binding contract to fulfill that Job based on the Job information provided and on this Schedule B (as applied to Customer) and Schedule C (as applied to Carrier), at the Marketplace Rates then displayed or confirmed by Pro Hauls.

B.4.3 Cancellation

Customer may reasonably cancel an accepted Job before it starts, or end a Job during performance. Unreasonable or repeated cancellations of accepted Jobs, particularly after performance has begun, may result in reconsideration of Customer’s continued use of the Platform and possible claims for damages.

Customer may cancel an accepted Job if Carrier fails to provide documentation of credentials reasonably requested by Customer. Unless cancellation results from severe weather or a force-majeure event, and Customer is unable to provide alternative Jobs, Customer’s cancellation of an accepted Job within two (2) hours before the scheduled start time will result in a cancellation fee equal to four times the then-applicable hourly Marketplace Rate for the requested vehicle class (or an equivalent amount if the Job is not hourly), as determined by Pro Hauls.

B.4.4 Marketplace Rates and Billable Amount

Pro Hauls, not Customer, sets Marketplace Rates for Jobs posted through the Marketplace, using the Rate Engine described in Section 2.8. Marketplace Jobs are ordinarily priced per hour per truck; Pro Hauls may also price a Job per load, per ton, per shift, or by another unit stated in the Platform. For hourly Jobs, the billable amount for each Driver shift is the Approved Hours on that Driver’s Daily Hour Report multiplied by the Customer Price, subject to the Minimum Booking of four (4) hours per truck per shift. Hours are recorded by punch-in and punch-out in the Pro Hauls Driver app, verified by GPS, and rounded as displayed in the Platform. Customer is not authorized to set or bind Marketplace Rates or Carrier Compensation. Displayed figures are estimates until confirmed under Section 2.8.4.

B.4.5 Disputes and Adjustments

When a Driver’s shift ends (for multi-truck Jobs, when the last Driver on the Job punches out), the Platform delivers a Daily Hour Report to Customer showing punch times, GPS-verified hours, and any photos. Customer has forty-eight (48) hours from delivery (the “Approval Window”) to approve the report or to dispute it through the dispute function in the Platform. If Customer takes no action, the report is automatically approved when the Approval Window ends and the Approved Hours become final. A dispute suspends automatic approval, the Customer charge, and the Carrier’s payout for that report until an authorized Pro Hauls administrator resolves it using GPS data, timestamps, photos, and other Platform records; the administrator’s determination of Approved Hours is final as between the Parties, subject to Section 13.15. Customer shall pay undisputed amounts and all amounts established by a resolved dispute. It is Customer’s responsibility to review Daily Hour Reports within the Approval Window. Confirmed Marketplace Rates are the baseline for any review; Users may not substitute private rate negotiation for the Rate Engine.

B.4.6 Unfilled Jobs; Repricing by Pro Hauls

The Marketplace matches Customer’s capacity needs with Carriers who may, in each Carrier’s sole discretion, accept or decline a Job at Marketplace Rates determined by Pro Hauls. Customer may not set, bid, or adjust Marketplace Rates except to the limited extent (if any) Pro Hauls expressly enables a feature. If a Job attracts insufficient Carrier interest, Pro Hauls may adjust Marketplace Rates (including dynamically) under Section 2.8. Customer may modify non-rate parameters (window, vehicle class, material, site instructions) or request that Pro Hauls re-price the Job through the Rate Engine. Customer may cancel under Section B.4.3 rather than attempting to reprice. Pro Hauls has no obligation to obtain capacity at any particular price or at all. Customer is not guaranteed that any Job will be accepted.

B.4.7 Information Use

Customer acknowledges that information Customer provides about Jobs will be shared with the Carrier. Customer represents that it has authority to release that information, which may include Customer’s client information. Customer shall use information it receives about the Carrier solely to fulfill the relevant Jobs and shall not use, disclose, or sell that information beyond that purpose.

B.4.8 Job Records; Tickets

The Platform records for each Job — the Job posting, the Carrier’s acceptance, punch-in and punch-out times, GPS traces, the Daily Hour Report, and any photos or tickets uploaded — are the shipping documents for that Job and function as a receipt of the material hauled. Where a Job is priced per load or per ton, Customer shall cause the plant, quarry, or dumpsite to issue a scale ticket, load ticket, or dump ticket for each load, and the Carrier shall photograph and upload it. Terms printed on any third-party ticket or bill of lading do not apply to transportation provided as a result of the Services.

B.4.9 No Circumvention

Customer shall not use the Platform to identify Carriers for the purpose of taking work off-platform in a manner that avoids Marketplace Rates, the Platform Fee, or Pro Hauls’s fees or terms. The limited non-solicitation in Section 4.8 is in addition to this Section B.4.9.

B.5 Advertising

Customer consents to Pro Hauls’s use and promotion of Customer’s Jobs on the Platform.

B.6 Fees and Payment

B.6.1 Customer Price; Platform Fee

For Marketplace Jobs, Customer is charged the Customer Price determined by Pro Hauls under Section 2.8, calculated on Approved Hours (or the confirmed per-load or per-ton unit). Pro Hauls retains the Platform Fee (currently 6% of the Customer Price) and pays the balance to the Carrier as Carrier Compensation. The Rate is not entered by Customer.

B.6.2 Payment Method

Before posting a Job, Customer must have a valid payment method on file. Pro Hauls accepts credit and debit cards and bank accounts (ACH) through Stripe; payment details are tokenized by Stripe and Pro Hauls does not store raw card or bank credentials. When a Driver punches in on an hourly Job, Pro Hauls may place a pre-authorization hold on Customer’s payment method for the Minimum Booking (or the estimated Job amount); the charge is captured when Approved Hours are established under Section B.4.5. Pro Hauls may pass through processor fees for transaction failures and chargebacks. Chargebacks and related payment-method risk are further allocated under Section 4.3.1. If a pre-authorization or charge fails, Pro Hauls may limit Customer’s ability to post or start Jobs until a valid payment method is provided, as described in Schedule D.

B.6.3 Failed Payments; Customer Nonpayment; Withhold of Carrier Payouts

Customer shall maintain a valid payment method and shall pay all amounts when charged under Schedule D. If a charge fails, is reversed, or is underfunded, or if Customer fails to pay an Enterprise Agreement invoice within two (2) business days after the due date, Pro Hauls shall have the right to take one or more of the following actions: (i) set off any amounts payable to Customer; (ii) withhold, delay, suspend, or reverse amounts that would otherwise be paid to Carriers on Customer’s Jobs (including Carrier Compensation), as further stated in Sections C.5.3.2, C.7.3, and D.8; (iii) charge interest at eighteen percent (18%) per annum, or the maximum rate permitted by Applicable Law, whichever is lower; (iv) block Customer from posting or starting Jobs and, when outstanding amounts are settled, release withheld funds less setoff and disputes; or (v) terminate this Agreement once outstanding amounts are settled. Withholding Carrier payouts on Customer nonpayment is an express remedy, not merely discretionary silence. These remedies do not waive Pro Hauls’s right to recover reasonable attorneys’ fees and costs of collection under Section 6.2. Carriers continue to look solely to Pro Hauls under Section C.5.3.1 and shall not demand the Customer.

B.7 Operational Issues

B.7.1 Disputes with Carriers

Disputes between Customer and a Carrier are between those parties. If either does not appropriately respond, either party may contact support@prohauls.co. Pro Hauls shall take reasonable steps to facilitate discussions. Pro Hauls is not a required mediator and has no duty to resolve the dispute.

B.7.2 Accidents or Delays

If Pro Hauls has been notified by the Carrier of an accident or other event that inhibits fulfillment of an accepted Job, Pro Hauls shall use commercially reasonable efforts to relay the message to Customer.

B.7.3 Cargo Loss

Loss, damage, shortage, or delay of cargo on a Marketplace Job is the responsibility of the Carrier that performed the haul, to the extent permitted by Applicable Law. Pro Hauls is not the motor carrier and does not assume carrier cargo liability. Customer’s remedy for cargo loss, damage, shortage, or delay is against the Carrier, except to the extent non-waivable Applicable Law imposes liability on a property broker. Nothing in this Section waives a duty Applicable Law does not permit a broker to waive, and nothing in this Section is a voluntary assumption by Pro Hauls of cargo liability beyond that non-waivable minimum. See Section 2.1.6 and Section C.9.2 (including the 49 C.F.R. Part 370 cargo-claims procedure). Customer is named as loss payee on Carrier cargo insurance as provided in Section C.9.3.2.

B.8 Additional Indemnity, Insurance, and Third-Party Rights

B.8.1 Customer Indemnity

Customer shall indemnify, defend, and hold harmless Pro Hauls and its employees and agents from liabilities, claims, losses, costs, fines, penalties, expenses (including attorneys’ fees), judgments, or demands for any kind of damage (including personal injury, death, property damage, cargo loss or damage, or any combination), to the extent arising out of or caused by Customer’s breach of this Agreement or Customer’s negligence or willful misconduct (including incomplete or inaccurate instructions).

B.8.2 Carrier Indemnity Running to Customer

Carrier agrees to defend, indemnify, and hold Customer harmless from losses, liabilities, damages, claims, fines, costs, or expenses, including reasonable attorneys’ fees, arising out of or related to any act or omission in connection with Schedule C by the Carrier, its employees, or independent contractors working for Carrier, including claims for personal injury (including death), property damage, and Carrier’s possession, use, maintenance, custody, or operation of equipment and vehicles. Carrier expressly waives protections under Applicable Law, including exclusive workers’ compensation remedies, as necessary to give effect to this provision.

B.8.3 Carrier Insurance for Customer’s Benefit

Carriers agree through Schedule C that when naming Pro Hauls as an additional insured, both Pro Hauls and the Customer are additional insureds. Customer may exercise rights under the certificate as if named. Pro Hauls shall use commercially reasonable efforts to support Customer’s right to use the certificate, including filing a claim drawn up by Customer. Customer shall use commercially reasonable efforts to file the insurance claim directly.

B.8.4 Coverage Pro Hauls May Maintain

If and to the extent Pro Hauls maintains commercial general liability coverage relating to Platform operations, Customer may request to be named as an additional insured on a certificate where Pro Hauls is the policyholder, and may request a description of coverage and limits within seven days of a written or email request. Pro Hauls may alter or remove any such policies at any time and replace them with other similar or equivalent coverage, or maintain none. Carrier insurance is primary; any Pro Hauls coverage, if maintained, is non-contributory until Carrier policies are exhausted, and then applies only up to the limits of Pro Hauls’s policies (which limits are not subject to Section 8 of the Agreement). Customer’s insurance is non-contributory until any Pro Hauls policies are exhausted. For outstanding claim amounts after Carrier and any Pro Hauls policies are exhausted, Customer waives and releases rights of subrogation of Customer’s insurers, including workers’ compensation, general liability, automobile liability, and property. Deductibles or retentions on any Pro Hauls policies are assumed by Pro Hauls.

B.8.5 Customer Insurance

Customer represents that it carries and will maintain insurance covering its activities relating to posting and fulfillment of Jobs, including coverage for lost, damaged, or delayed cargo, personal injury and death, property damage, and activities of Drivers and Carriers hired through the Services, including commercial general liability with a minimum limit of $1,000,000 per occurrence. Any insurance Pro Hauls maintains, if any, is primary as between Pro Hauls and Customer to the extent described in Section B.8.4; Customer’s insurance is excess and shall not be called upon for contribution until those policies (if any) are exhausted, and shall provide a severability-of-interests or cross-liability clause.

B.8.6 Customer as Third-Party Beneficiary of Schedule C

Customer is a third-party beneficiary of the rights granted to Pro Hauls under Schedule C and is protected by and may benefit from Schedule C in the same manner as Pro Hauls, with the right to enforce those provisions against the Carrier directly.

This Schedule C applies to every Carrier — Independent Driver, Fleet Owner, or Third-Party Broker — that accepts and performs Marketplace Jobs through the Pro Hauls Driver app, and to every Fleet Driver who performs Jobs under a Fleet Owner’s Account. “Driver” is used where it is useful to distinguish the individual operating a vehicle from the Carrier that is responsible for that Driver. A Fleet Owner is responsible under this Schedule for every Fleet Driver linked to its Account. Pro Hauls’s responsibilities to you under this Schedule are to provide the Platform and Services, to use commercially reasonable efforts to support the Platform during Pro Hauls Support hours, and to collect payment from Customers and pay Carrier Compensation as described in this Agreement and Schedule D. Those functions, including when Pro Hauls acts as property broker under Section 2.1, do not make Pro Hauls a motor carrier or your employer.

C.1 Carrier Acknowledgments and Warranties

C.1.1 Qualifications

Every Carrier Account must hold an active USDOT number in the Carrier’s own name before it can accept a Job. Fleet Drivers operate under the Fleet Owner’s USDOT number and do not need their own. A Carrier that accepts an interstate Job must additionally hold active interstate operating authority (MC number) with the insurance filings FMCSA requires, and Pro Hauls may restrict interstate Jobs to Carriers it has marked interstate-eligible. If you accept a Job through the Marketplace, you represent that you will provide physical transportation as a fully qualified motor carrier holding all required federal and state operating authorities. If your USDOT status or safety rating changes, or if you are sold, merged, dissolved, or experience a change in control, you will notify Pro Hauls within 24 hours, and you will comply with the Conditional / Unsatisfactory / out-of-service notice duties in Section 2.1.12. You will comply with Applicable Law (including permits and licenses). You have exclusive control and direction of work you perform. You will not contract or take other action in Pro Hauls’s name without prior written consent.

C.1.2 Credentials

You agree to provide documentation of credentials and licenses detailing your authority and qualifications. Providing documents does not exempt you from ongoing legal compliance and does not require Pro Hauls to attest to authenticity. You warrant that documentation is truthful, accurate, valid, and complete. Documentation reasonably requested by Pro Hauls or any Customer includes compliance documents, operating authority, government authorizations, and other customary credentials. Failure to provide documentation may result in suspension or limited use. You consent to Pro Hauls’s reasonable use of third parties to validate documentation. Pro Hauls may share documentation with Customers for fulfilling Services. You shall carry current copies and make them available to a Customer or representative upon request. A Customer may cancel any Job for failure to provide documentation. Pro Hauls or Customer may cancel accepted Jobs if documentation is no longer valid.

C.1.3 Your Equipment

At your sole cost you shall: (i) furnish all equipment and vehicles necessary to perform accepted Jobs; (ii) pay all expenses related to use and operation of that equipment; and (iii) maintain equipment and vehicles in good repair, mechanical condition, and appearance. You shall not operate equipment you know or suspect is not in safe operating condition. You are solely responsible for determining the most effective, efficient, and safe manner to perform each Job.

C.1.4 Independent Contractor

You are an independent contractor and are solely responsible for the safe operation of your vehicle(s) and equipment. It is your sole responsibility to control the means of fulfilling Jobs, to ensure compliance with Applicable Law, and to select routes. You assume complete responsibility for all state and federal taxes, assessments, insurance (including workers’ compensation, unemployment, disability, pension, and social security), and any other financial obligations arising out of services you provide.

C.1.5 Billing and Collection

Pro Hauls has the exclusive right to handle billing and collection of fees for Jobs you performed on the Platform under this Schedule. You shall refrain from collection efforts against any Customer, receiver, or shipper for completed Marketplace Jobs without Pro Hauls’s prior written consent. Recourse for Carrier Compensation on Marketplace Jobs is limited as stated in Section C.5.3.1. Nothing here limits your ability to pursue collections from a Customer for activities not documented on a Job or not completed on the Platform.

C.1.6 Performance

Once a Job has been accepted, you will perform it under this Schedule and as specified in Section C.6. Terms of this Schedule, Marketplace Rates, and Job instructions apply to all accepted Jobs. Except as required by Applicable Law, your standard tariff, terms, service guides, bill of lading, or similar documents do not apply to Marketplace Jobs.

You will undertake accepted Jobs in accordance with Customer instructions, without delay, and will immediately communicate events that may cause delay to the Customer and then to Pro Hauls. If instructions are unclear, you will seek clarification from the Customer before physically accepting materials.

You will perform transportation with due care and diligence, timely and in a professional and workmanlike manner consistent with standards generally accepted in your trade. You are solely responsible for determining the most effective, efficient, and safe manner to perform each Job.

Customer is a third-party beneficiary of the rights granted to Pro Hauls under this Schedule and may enforce the provisions of this Schedule against you directly.

C.1.7 Job Records; Punch-In and Punch-Out

Each Job is evidenced by the Platform records for that Job: the Job posting, your acceptance, punch-in and punch-out times, GPS traces, the Daily Hour Report, and any photos you upload. You shall punch in when you arrive at the Job and punch out when the shift ends, keep the Pro Hauls Driver app and location services active for the whole shift, and may upload end-of-shift photos. Those records are Platform records under Section 13.12 and are the basis for Approved Hours and Carrier Compensation. You shall notify Customer and Pro Hauls immediately of any exception (wrong material, unsafe site, rejected load, damage).

C.1.7.1 Scale Tickets; Dumpsite Charges; Contamination; Leftover Load

• (a)Tickets. Where a Job is priced per load, per ton, or per yard, you shall obtain and upload a photo of the scale ticket, load ticket, or dump ticket for each load, identifying the Job, the material, the vehicle, the time, and the quantity. Carrier Compensation for such loads may be withheld until required tickets are received.
• (b)Dumpsite and gate fees. Unless the Job states that Pro Hauls has included dumpsite, tipping, gate, or environmental fees in Marketplace Rates, those fees are Customer’s cost. You shall not pay a dumpsite fee as Pro Hauls’s agent. If you advance a fee that the Job stated Customer would cover, Pro Hauls may treat a documented receipt as an accessorial determined under Section 2.8, or may refuse it.
• (c)Contamination and leftover load. You shall not contaminate a plant’s stockpile, a dumpsite’s stream, or a subsequent load. If a receiver rejects a load for contamination, Prohibited Cargo, or wrong material, you shall notify Customer and Pro Hauls immediately and shall not dump the rejected load except as Customer and Applicable Law allow. Costs of re-handling, return, tipping, and cleanup are borne by the User whose description, loading, or hauling caused the rejection (Customer if the tender was misdescribed or misloaded at origin; Carrier if the Carrier mixed loads, dumped wrong, or used a contaminated dump body). Pro Hauls is not the owner of leftover material.

C.1.8 Tax Documentation

You shall provide a complete Form W-9. Failure to submit an accurately completed Form W-9 may result in suspension or withholding of payments.

C.1.9 Safety

You represent that you (i) possess the driving skills necessary to undertake Jobs and (ii) are duly trained and experienced in safe handling of equipment and motor vehicles and in general safety procedures customary in construction and/or transportation. You will follow commercially reasonable safety precautions, including directions of any Customer or representative at pickup or delivery. It is your responsibility to practice safe handling of cargo, driving, and equipment. If you are unaware of safety procedures or are directed to operate unsafely, you should decline and report the incident to the Customer. You further represent that vehicles used on Jobs will comply with legal axle weights, permits, tarping, dump-body condition, and quarry or site safety rules applicable to the Job. You shall not haul Prohibited Cargo and shall refuse unsafe, illegal, or overweight loads as stated in Sections 2.1.13 and C.1.10.5.

C.1.9.1 Jobsites, Quarries, and Dumpsites

Carrier acknowledges that Marketplace Jobs occur at construction sites, quarries, pits, plants, yards, and dumpsites controlled by Customer, a project owner, or a third party, not by Pro Hauls. Carrier shall: (a) comply with posted and reasonable site, MSHA, OSHA, quarry, and plant rules, including PPE, spotters, tarping, speed, and radio; (b) dump only where directed by a person apparently in charge at the destination specified for the Job; (c) not dump on private or public property, wetlands, or a right-of-way except as the Job lawfully directs; (d) immediately report damage to scales, mats, curbs, utilities, other vehicles, or the site; and (e) refuse a direction that is unlawful or unreasonably dangerous and report it to Customer and Pro Hauls.

Carrier is solely responsible for the acts of its Drivers on site, for securing the load and tailgate, and for damage caused by its vehicle, including backing, dumping, and spillage. Pro Hauls does not control the site, does not provide spotters, and is not the statutory employer of anyone on site.

C.1.10 Drivers and Vehicles

C.1.10.1 Driver Requirements

You represent that you and all of your Drivers shall: (i) hold and maintain (a) a valid commercial driver’s license with the appropriate certification to operate the vehicle used to fulfill Jobs, and (b) all other licenses, permits, approvals, and authorizations necessary to perform Jobs; (ii) possess appropriate training, expertise, and experience to perform Jobs in a professional and workmanlike manner, including maintenance of training certificates and qualifications; and (iii) maintain high standards of professionalism, safety, service, and courtesy. No person under eighteen (18) years of age may drive in connection with any Job, even if the Account is held by an entity.

Background and MVR as a Marketplace eligibility condition. Carrier shall, at Carrier’s expense, obtain a motor-vehicle record and a commercially reasonable criminal-background check on each Driver before that Driver’s first Job and at intervals Carrier’s safety program requires, using a qualified third party. Carrier shall not dispatch a Driver who is disqualified under 49 C.F.R. Part 391 or who fails Carrier’s safety program. Those checks are a condition of Marketplace eligibility. They are conducted by Carrier (or Carrier’s vendor), not by Pro Hauls as an employer. Pro Hauls may require proof and may rely on it without repeating the check. Collection or review of a background check or MVR is an eligibility check under Section 2.1.12; it is not employment, joint employment, or control of means. Pro Hauls’s right to suspend, deactivate, restrict, or permanently remove you or your Drivers is set forth in Section C.1.12 and is not limited to failure to meet this Section C.1.10.1.

C.1.10.2 Equipment Requirements

Any vehicles you or your Drivers use to fulfill Jobs shall at all times be: (i) properly registered and licensed; (ii) owned or leased by you, or otherwise in your lawful possession or control; (iii) suitable for the Jobs; and (iv) maintained in good operating condition, consistent with industry safety and maintenance standards and any additional requirements of an accepted Job. You and your Drivers shall comply with Applicable Law regarding vehicle safety, operating speeds, dimensions, weights, and loads. It is not Pro Hauls’s responsibility to enforce your compliance with Applicable Law or the safe operation of your vehicles.

C.1.10.3 Driver Identity; CDL Number

You and each of your Drivers shall provide a current, valid commercial driver’s license number (“CDL Number”) and such other license, medical-card, and endorsement information as Pro Hauls may reasonably require. The CDL Number identifies the Driver (the person), not the vehicle. Collection or verification of a CDL Number does not create an employment, joint-employment, agency, partnership, or similar relationship between Pro Hauls and any Driver or Carrier, does not confer on Pro Hauls any right to control the means or manner of transportation, and does not alter Carrier’s status as an independent contractor.

A Driver may operate different vehicles from time to time. Using a different truck does not create a new Driver identity and does not excuse insurance, authority, registration, or equipment requirements applicable to the vehicle actually used on that Job.

Pro Hauls may verify CDL Numbers, license status, medical certification, and driving records through third parties. False, expired, suspended, or mismatched CDL information is grounds for immediate suspension or termination of access and for cancellation of accepted Jobs.

CDL Numbers are collected for eligibility, safety, payment, and compliance purposes only. Pro Hauls does not issue a public system vehicle ID or any Pro Hauls-invented vehicle identifier, and Drivers are not required to display any such identifier.

C.1.10.4 Vehicle Used on a Job

For each Job, you shall identify the actual vehicle used (including, as Pro Hauls designates in the Platform, license plate, VIN, unit number, or similar equipment identifiers). That vehicle must satisfy this Agreement’s equipment, registration, and insurance requirements at the time of performance. Identification of the vehicle used on a given Job is for equipment, insurance, safety, and compliance purposes only; it does not constitute issuance of a system vehicle identifier and does not substitute for Driver identity under Section C.1.10.3.

C.1.10.5 Weights, Dimensions, and Permits

Carrier is solely responsible for legal axle, gross, and bridge weights, for tarping and load securement, and for any oversize or overweight permit the Job actually requires. Carrier shall not accept a Job that requires a special highway permit or escort unless the Job expressly states that requirement and Carrier holds the permit. Carrier shall refuse to leave origin if the loaded vehicle would be unlawful or unsafe. Citations, fines, shutdowns, offloading, and permit costs arising from Carrier’s equipment, loading, or routing are Carrier’s. Citations, fines, and costs arising from Customer’s false weight or quantity data, or from loading by Customer or a loading party Customer selected, are Customer’s as allocated in Section B.1.6. Pro Hauls is not liable for overweight or oversize citations.

C.1.11 Warranties Run to Customer

All representations and warranties you make in this Schedule are made to Pro Hauls and to the Customer of the Job you accepted, performed work on, and/or completed using the Platform.

C.1.12 Deactivation; No Guaranteed Work

Pro Hauls may, at any time and at its sole discretion, with or without cause and with or without prior notice, suspend, deactivate, restrict, or permanently remove you or any of your Drivers from the Marketplace, the Pro Hauls Driver app, the Platform, or any Service. Grounds may include, without limitation: (a) Customer or contractor complaints; (b) eligibility standing or feedback; (c) safety concerns; (d) no-shows, late arrivals, or cancellations; (e) chargebacks or payment issues; (f) suspected fraud, abuse, or misrepresentation (including CDL or insurance information); (g) “bad experiences” or similar reports by a Customer, contractor, or other User; (h) failure to maintain a DOT drug-and-alcohol program or a prohibited test result under Section C.1.13; (i) tendering, hauling, or dumping Prohibited Cargo; (j) an Unsatisfactory or Conditional safety rating, out-of-service order, or lapse of authority or insurance; or (k) any other reason Pro Hauls deems sufficient, or no stated reason.

Pro Hauls may refuse future Jobs from a Carrier or Driver based on a single complaint. Pro Hauls has no obligation to investigate any complaint, rating, or report to any particular standard, no obligation to disclose the identity of any complainant or the reason for deactivation, and no obligation to provide an appeal, hearing, or opportunity to cure. Pro Hauls may, but is not required to, cancel accepted Jobs in connection with a deactivation.

Deactivation, suspension, restriction, or removal is a platform-access decision. It is not employment action, discipline, or termination of employment, and does not create or evidence an employment, joint-employment, or agency relationship. Nothing in this Section C.1.12 gives Pro Hauls the right to control the manner, means, routes, or methods of transportation. You remain free to accept or reject Jobs while you have access. Pro Hauls does not guarantee any volume of work, number of Jobs, income, or utilization. There is no guaranteed acceptance of any Job you wish to take, and no guaranteed volume for you or for any Customer.

To the maximum extent permitted by Applicable Law, Pro Hauls shall have no liability to you or any Driver for lost work, lost income, lost profits, reputational harm, or other damages arising out of or related to suspension, deactivation, restriction, removal, or refusal of future Jobs.

Broker Authority does not create a duty to keep any Carrier or Driver on the Platform, to tender freight, or to continue offering Jobs.

This Section C.1.12 is in addition to, and does not limit, Sections 5.2 and 5.3 of the Agreement. If this Section C.1.12 conflicts with Section 5.2 or 5.3 as to Carrier or Driver access to the Marketplace, the Pro Hauls Driver app, or the Platform, this Section C.1.12 controls.

C.1.13 Drug and Alcohol

Carrier warrants that it maintains, and that every Driver used on a Job is subject to, a drug and alcohol testing program that meets 49 C.F.R. Parts 40 and 382 (or any successor) and any applicable State requirement, including pre-employment, random, post-accident, reasonable-suspicion, return-to-duty, and follow-up testing as those rules require. Carrier shall not permit a Driver who is out of duty under those rules, or who has a currently prohibited test result, to perform a Job. Carrier shall certify compliance upon request. Pro Hauls may treat a breach as grounds for immediate deactivation under Section C.1.12. Collection of a certification is an eligibility check under Section 2.1.12, not control of the Driver and not employment.

C.2 Interstate Jobs

Most Marketplace Jobs are intrastate hauls within Tennessee. When Pro Hauls offers Jobs that cross a state line, only Carriers that hold active interstate operating authority (MC number) with current FMCSA insurance filings, and that Pro Hauls has marked interstate-eligible, will be offered those Jobs. You shall not accept an interstate Job unless you hold that authority. Pro Hauls’s Broker Authority governs interstate Jobs; you remain the motor carrier of record on every Job.

C.3 Subcontracting, Brokerage, and Third-Party Performance

C.3.1 General Prohibition

Carrier shall not subcontract, assign, broker, double-broker, interline, or otherwise arrange for any third party to perform, in whole or in part, any Job accepted on the Platform without the prior express written consent of both Pro Hauls and the applicable Customer. This prohibition applies regardless of whether the third party is an affiliate, independent contractor, leased operator, or other carrier. Carriers who themselves hold broker authority, or who act as a Third-Party Broker, must disclose that status on the Platform before accepting or arranging any Job. Hidden brokerage is prohibited.

C.3.2 Absolute Responsibility

Even if Pro Hauls or the Customer provides consent, or if Carrier violates this Section C.3, Carrier remains fully and primarily responsible and liable to Pro Hauls and the Customer for complete and proper performance of the Job, including all acts, omissions, negligence, and willful misconduct of any subcontractor, Driver, or third party involved in the transportation. Carrier’s obligations under this Schedule (including insurance, indemnification, safety, and compliance) apply fully to any third-party performance.

C.3.3 Platform Protection

Pro Hauls has no obligation to monitor, approve, or police relationships between Carriers, persons who hold broker authority, and their subcontractors. Pro Hauls may, at its sole discretion, suspend, limit, or terminate access for any Carrier that Pro Hauls reasonably believes has engaged in unauthorized subcontracting, double-brokering, or similar practices. Pro Hauls may also withhold any payments owed to Carrier during investigation or until resolution of related claims.

C.3.4 Carriers Who Arrange Other Carriers

If Carrier is itself a property broker or Third-Party Broker, or otherwise arranges other Carriers (and has properly identified itself as such on the Platform), Carrier may broker or arrange a Job only if all of the following are true: (a) Carrier holds all required broker or operating authority in Carrier’s own name and has disclosed that status on the Platform; (b) every performing motor carrier is registered on the Platform or otherwise approved in writing by Pro Hauls; (c) Carrier is solely responsible for vetting, qualifying, and supervising all subcontracted carriers and Drivers; (d) Carrier must ensure every subcontracted carrier maintains insurance meeting or exceeding this Schedule and names both Pro Hauls and the Customer as additional insureds on a primary and non-contributory basis; (e) Carrier remains fully liable for all claims arising out of the acts or omissions of its subcontracted carriers as if Carrier itself performed the work; and (f) Pro Hauls has no duty to protect or enforce any contractual relationship between that Carrier and its subcontractors. A subcontracted carrier may independently join the Platform at any time. This Section describes the Carrier’s own arrangements. It does not change Pro Hauls’s role under Section 2.1. Unauthorized re-brokering remains prohibited under Section C.3.1.

C.3.5 Subcontracting Indemnity

Carrier shall defend, indemnify, and hold harmless Pro Hauls, its Affiliates, and the applicable Customer(s) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any subcontracting, brokerage, or third-party performance, whether authorized or unauthorized.

C.3.6 No Circumvention

Carrier shall not use the Platform to identify Customers or other Users for the purpose of circumventing the Platform or performing work outside the Platform in a manner that avoids Pro Hauls’s fees, Marketplace Rates, or terms. The limited non-solicitation in Section 4.8 is in addition to this Section C.3.6.

C.4 Fleet Drivers

If you are a Fleet Driver, you perform Jobs under your Fleet Owner’s Account. Your Fleet Owner is the Carrier for every Job you perform: it holds the USDOT number, authority, and insurance, it receives Carrier Compensation from Pro Hauls, and it pays you outside the Platform under whatever arrangement you have with it. Pro Hauls does not pay Fleet Drivers, is not a party to the arrangement between you and your Fleet Owner, and has no obligation to resolve disputes between you. You still agree to Sections C.1.3, C.1.4, C.1.7, C.1.9, C.1.10, C.1.12, C.1.13, and 3.5 and 3.7 of this Agreement as they apply to your operation of a vehicle on a Job. You may be linked to only one active fleet at a time; leaving a fleet is requested in the Platform and reviewed by Pro Hauls, and a request is not effective while you are on an active shift.

Fleet Owner obligations to Fleet Drivers. Each Fleet Owner represents and covenants that it alone employs or engages its Fleet Drivers; that it will pay every Fleet Driver all wages, overtime, per-load or per-hour compensation, and benefits due for work on Jobs, on time and in compliance with the Fair Labor Standards Act, the Tennessee Wage Regulation Act, and all other applicable wage-and-hour, tax, workers’ compensation, and employment laws; that Carrier Compensation paid to the Fleet Owner is the Fleet Owner’s revenue and not a wage paid through Pro Hauls; and that it will not represent to any Fleet Driver that Pro Hauls is the Driver’s employer or the source of the Driver’s pay. The Fleet Owner shall defend, indemnify, and hold harmless the Pro Hauls Indemnified Parties from any claim by or on behalf of a Fleet Driver — including claims for unpaid wages, overtime, misclassification, joint employment, benefits, workers’ compensation, discrimination, harassment, retaliation, or wrongful termination — arising out of the Fleet Driver’s work on Jobs or the Fleet Owner’s failure to pay or comply. Pro Hauls may deactivate a Fleet Owner, and may bar a Fleet Owner’s principals from opening another Account, on a credible report that the Fleet Owner has failed to pay a Fleet Driver for work on Jobs, without any obligation to investigate to a particular standard.

C.5 What Pro Hauls Owes You

C.5.1 Platform and Support

Pro Hauls’s responsibilities to you under this Schedule are to provide the Platform and Services, to use commercially reasonable efforts to support the Platform during Pro Hauls Support hours, and to charge Customers and pay Carrier Compensation as described in this Agreement and Schedule D. Those functions, including when Pro Hauls acts as property broker under Section 2.1, do not make Pro Hauls a motor carrier or your employer.

C.5.2 Job Content Is the Customer’s

Customer, not Pro Hauls, is responsible for the content, completeness, and accuracy of Jobs, including: (i) creating accurate and complete Jobs; (ii) ensuring cargo is properly tendered to the Carrier that accepted the Job; and (iii) providing commercially reasonable instructions. Claims or disputes between Customer and Carriers should be taken up between them. Upon request, Pro Hauls shall endeavor to assist by providing information in its possession. Requests should go to support@prohauls.co.

C.5.3 Payment for Completed Jobs

Pro Hauls shall charge Customers for Approved Hours (or confirmed per-load or per-ton units) on the Jobs you performed under this Schedule and shall pay you the Carrier Compensation, subject to Sections C.5.3.1, C.5.3.2, C.7, 6, and Schedule D. When acting as property broker, Pro Hauls bills the Customer and pays the carrying Carrier. Payment to a Carrier is conditioned on establishment of Approved Hours, the absence of an unresolved dispute, the Customer’s payment having been collected under Section C.5.3.2, a valid Stripe Connect payout destination, and the other conditions in this Schedule and Section 6. Setoff under Section 6.8 remains available.

C.5.3.1 Recourse for Carrier Compensation; No Demand Against Customer or Consignee

Carrier shall look solely to Pro Hauls for Carrier Compensation on Marketplace Jobs, and only in accordance with this Agreement. Carrier shall not invoice, demand, lien, garnish, call, or collect from any Customer, project owner, consignor, consignee, dumpsite, quarry, or receiver for Marketplace freight charges, accessorials, or detention. That bar applies whether or not Pro Hauls has paid, withheld, delayed, suspended, or reversed Carrier Compensation under Section C.5.3.2. Carrier irrevocably waives, as against those persons and to the maximum extent permitted by Applicable Law, any statutory or common-law right to recover Marketplace transportation charges from anyone other than Pro Hauls, including any consignee-liability or bills-of-lading theory. Upon Pro Hauls’s payment of Carrier Compensation, Carrier assigns to Pro Hauls any remaining right to recover the corresponding charges from a third party, and shall cooperate in that recovery. This Section does not limit Carrier’s cargo or indemnity obligations to a Customer, and does not make a Customer a surety for Pro Hauls. Double payment is not due: if a Customer pays Carrier directly in error, Pro Hauls may set off under Section 6.8 and Carrier shall promptly remit the duplicate.

The existence of any surety bond or trust fund under Section 2.1.7, including any BMC-84 or BMC-85 (or successor), is not a waiver of this Section as between the Parties, except to the extent Applicable Law requires otherwise. Carrier’s sole contractual recourse for unpaid Carrier Compensation remains against Pro Hauls under this Section C.5.3.1 — not against the Customer.

C.5.3.2 Customer Nonpayment; Withhold, Delay, Suspend, or Reverse Disbursement

Pro Hauls pays Carrier Compensation from funds it has collected from the Customer. Pro Hauls may withhold, delay, suspend, or reverse a payout if the Customer’s charge for the relevant work has not been collected, has failed, has been charged back or reversed, or is underfunded, or if the Customer’s payment method is invalid. You acknowledge that Pro Hauls may wait to pay you until the Customer’s payment clears.

This Section is not a classic “pay-if-paid” extinguishment of debt as between you and Pro Hauls where non-waivable Applicable Law forbids that result. As between the Parties, however, Pro Hauls’s timing obligation to pay Carrier Compensation is conditioned on collection of the Customer’s payment. The Payout Date described in Section D.4 is subject to this condition. Your sole recourse for withheld or delayed Carrier Compensation remains against Pro Hauls under Section C.5.3.1; you shall not chase, demand, lien, or collect from the Customer.

When the Customer’s payment later clears, Pro Hauls shall release the withheld Carrier Compensation on the next Payout Date (or earlier through Instant Pay if eligible), less setoff under Section 6.8, open disputes, missing tickets, tax forms, certified-payroll holds, and other lawful deductions. Bond or trust rules under Section 2.1.7 still apply to the extent Applicable Law requires. Nothing in this Section C.5.3.2 authorizes you to look to the Customer.

C.6 Marketplace Contracting for Carriers

C.6.1 Job Presentation

Customer’s posting of a Job is a request for capacity to qualified Carriers. Customer is solely responsible for accurate operational information, including pickup and delivery locations, delivery instructions, requirements, truck type, and cargo. Customer may provide job parameters that the Rate Engine may use. Customer does not set Marketplace Rates, and the posting is not an offer of a Customer-set haul rate. Carrier’s tap, click, or other indication of acceptance is an agreement to perform at the Carrier Compensation and Marketplace Rates then displayed or confirmed by Pro Hauls, not a counter-offer of Carrier’s own rate. Customer may withdraw a Job at any time before acceptance, subject to Section B.4.3 after acceptance.

C.6.2 Acceptance

You accept a Job by indicating acceptance in the Platform (including by tap, click, or other in-app control). Once you accept, Customer and Carrier are deemed to have entered a binding contract to fulfill that Job based on the Job information, Schedule B (as applied to Customer) or as otherwise agreed between Pro Hauls and Customer, and this Schedule C (as applied to Carrier).

C.6.3 Carrier Cancellation

You may reasonably cancel an accepted Job before it starts, and you may end an accepted Job during fulfillment. Cancellations and failure to perform result in non-payment of fees for that Job. Unreasonable cancellation, failure to timely notify a Customer, or frequent cancellation or cessation of accepted Jobs may result in suspension or limited access (including to the Marketplace and the Pro Hauls Driver app) and, based on circumstances, possible claims of damages against you. You must communicate to Customer any cancellations or delays for accepted Jobs, including all cancellations within two hours of the scheduled start.

C.6.4 Compensation

C.6.4.1 Carrier Compensation

The Carrier Compensation shown for a Job is determined by Pro Hauls under Section 2.8 and is the amount per unit (per hour per truck, or per load, ton, shift, or other unit Pro Hauls specifies) that you will be paid if the Job is accepted and completed in accordance with this Schedule. It is the Customer Price less the Platform Fee (currently 6%). For hourly Jobs, Carrier Compensation is calculated on Approved Hours, subject to the Minimum Booking of four (4) hours per truck per shift. You do not set, and Customer does not set, Carrier Compensation. Your acceptance is an agreement to perform at the displayed or confirmed Carrier Compensation, not a counter-offer of your own rate. You may decline any Job. Displayed compensation is an estimate until the Job is confirmed.

C.6.4.2 Disputes and Adjustments

If Customer or Carrier believes a confirmed amount is administratively wrong (wrong tonnage, wrong hours, duplicate ticket, and similar), that party shall notify the other and Pro Hauls Support promptly. Users may not renegotiate Marketplace Rates as a substitute for the Rate Engine. Pro Hauls may adjust invoices and disbursements for documented quantity/time errors, Section 2.8.5 events, and accessorials Pro Hauls authorizes. Claims of this kind must be raised with Pro Hauls within one hundred twenty (120) days after completion or they are waived as against Pro Hauls.

C.6.4.3 Prevailing Wage and Certified Payroll

Jobs posted on the Marketplace may be governed by prevailing-wage laws, including the Davis-Bacon Act, a State prevailing-wage law, or the McNamara-O’Hara Service Contract Act (SCA). If a Job is flagged as Covered, prevailing-wage, Davis-Bacon, or SCA, Carrier is solely responsible for paying required wages and fringes and for certified payroll. Pro Hauls and Customer may withhold Carrier Compensation until certified-payroll documentation is properly submitted. Flagging a Job is not a warranty that the flag is correct; Carrier must determine coverage. It remains Carrier’s responsibility to determine whether presented Carrier Compensation satisfies any prevailing-wage entitlement.

C.6.4.4 Fuel and Accessorials

Pro Hauls may include fuel, wait time, detention, standby, deadhead, permits, or other accessorials in Marketplace Rates or as separately stated adjustments determined by Pro Hauls (including by the Rate Engine). Eligibility and amount are determined by Pro Hauls, not by Customer or Carrier. A Job will indicate whether a fuel or accessorial component applies. Pro Hauls does not guarantee that any accessorial will apply or that it will match any third-party fuel index or marketplace.

Free time on per-load Jobs. Hourly Jobs are paid on Approved Hours, so wait time on an hourly Job is simply time on the clock. For Jobs priced per load or per ton, unless the Job or the Rate Engine states otherwise, each load includes fifteen (15) minutes of free time at origin and fifteen (15) minutes of free time at destination; after that, wait time, detention, or standby is a Rate Engine accessorial or, if the Rate Engine does not state an amount, an amount Pro Hauls determines. Dump operations are not a 120-minute freight-dock free-time convention.

C.6.5 Selecting Jobs

The Marketplace lists Jobs posted by many Customers. Each Carrier, in its sole discretion, shall select Jobs that best meet its own financial and resource objectives, operating hours, and logistical convenience. Carrier may decline any Job. Carrier may not set Marketplace Rates. If a Job is not filling, Pro Hauls may adjust Marketplace Rates (including dynamically) under Section 2.8. Customer may request a review but has no right to set or bind a rate. Carrier’s sole remedy if Carrier Compensation is unsatisfactory is to decline the Job. There is no guaranteed volume or acceptance.

C.6.6 Information and Promotion

Acceptance of a Job will result in disclosure of your information to Customer. The Platform will disclose additional Customer information, including name and work-site location, and details about the recipient of cargo. That information is Confidential Information of the Customer. You will treat it in confidence and use it only to fulfill accepted Jobs.

You agree that Pro Hauls may promote or advertise you and your business as a Carrier available on the Marketplace.

C.7 Pay for Completed Jobs

C.7.1 Weekly Payout; Payout Date; Instant Pay

Carrier Compensation is paid on a weekly cycle. The cycle runs Sunday through Saturday. Carrier Compensation for work whose Approved Hours were established during a cycle, and for which the Customer’s payment has been collected, is transferred to your Stripe Connect account and paid out on the Friday following the end of that cycle (the “Payout Date”), subject to Section C.5.3.2 (Customer payment collected), Section C.7.3, setoff, disputes, missing tickets, and tax forms. If a U.S. federal holiday affects banking, payout occurs on the next business day. Funds generally reach your bank on the next business day after payout, depending on your bank. Weekly timing is not a promise to pay before the Customer’s payment clears.

Instant Pay. If the Customer’s payment for your work has been collected before the Payout Date, the Platform will show that amount as available and you may elect Instant Pay to receive it before the Payout Date, subject to a 4.5% Instant Pay Fee and the conditions in Section D.5. Instant Pay is optional; if you do not elect it, the full amount is paid on the Payout Date at no fee.

Each Daily Hour Report and the resulting Carrier Compensation are available in the Platform for your review. It is your responsibility to review them for accuracy. You must raise a dispute promptly through the Platform or by contacting support@prohauls.co.

C.7.2 Remittance Reports

Carrier shall be provided a remittance report of amounts payable for Marketplace Jobs completed. Questions should be directed to support@prohauls.co.

C.7.3 Right to Withhold; Setoff

Pro Hauls may withhold, delay, suspend, or reverse amounts payable to you if: (a) you have outstanding claims with a Customer related to a Job; (b) you have not submitted mandatory certified-payroll forms; (c) you are subject to a lawful lien or garnishment; (d) you have not submitted required tax forms; (e) the Customer has failed to remit, fund, pre-authorize, or pay amounts due, or the Customer’s payment method fails, chargebacks, or underfunds, as stated in Section C.5.3.2; or (f) as otherwise provided in this Agreement (including Sections 6.8, B.6.3, and D.8). Pro Hauls shall endeavor to inform you of amounts withheld and the reasons, and shall release payment as soon as practicable once issues are resolved and, where clause (e) applies, once the Customer remits clear funds. Pro Hauls may also set off under Section 6.8. Withholding under clause (e) does not authorize you to demand the Customer; look solely to Pro Hauls under Section C.5.3.1.

C.7.4 Payment Method

Pro Hauls pays Carrier Compensation only by transfer to the Stripe Connect account you connect in the Platform, which pays out to the U.S. bank account or debit card you link there. You must complete Stripe Connect onboarding (including identity, tax, and bank verification) before you can be paid; Pro Hauls will not route your Carrier Compensation to anyone else if your Stripe setup is incomplete, and will hold it until you complete setup. Unless otherwise agreed in writing, no other form of payment is available.

C.8 Disputes

C.8.1 Between Customer and Carrier

Disputes between Customer and Carrier are between those parties. If either does not appropriately respond, either party may contact support@prohauls.co. Pro Hauls shall take reasonable steps to facilitate discussions. Pro Hauls has no duty to resolve the dispute.

C.8.2 Interstate Undercharge Period

When providing interstate services, you shall observe the time period for issuing additional amounts or claims for undercharges set forth in 49 U.S.C. § 13710. Assuming you have complied with that invoicing obligation, you shall bring suit related to unpaid freight charges or undercharges within 18 months of the date of delivery or your right to sue or otherwise seek payment is waived.

C.9 Additional Indemnity, Cargo, and Insurance

C.9.1 Additional Indemnity

You agree to defend, indemnify, and hold Pro Hauls and the Customer harmless from all loss, liability, damage, claim, fine, cost, or expense, including reasonable attorneys’ fees, arising out of or related to the performance or breach of this Schedule by Carrier, its employees, or independent contractors working for Carrier, including claims for personal injury (including death), property damage, and Carrier’s possession, use, maintenance, custody, or operation of equipment and vehicles. You expressly waive protections under Applicable Law, including exclusive workers’ compensation remedies, as necessary to give effect to this provision. This Section C.9.1 is in addition to Section 9.3 of the Agreement and includes claims of the kind described in Section 2.1.12(f).

C.9.2 Cargo

Unless otherwise agreed, Carrier is solely responsible for the care, custody, and control of cargo tendered under all Jobs from the time cargo is tendered until delivery to the recipient accompanied by appropriate receipts. Carrier shall notify Customer and then Pro Hauls immediately if cargo is lost, stolen, damaged, or destroyed, or if Carrier becomes aware that the applicable delivery schedule will not be met.

Carrier assumes the liability of a motor carrier under the Carmack Amendment as currently codified at 49 U.S.C. § 14706 for loss, delay, damage to or destruction of goods and property tendered to Carrier under this Schedule from the time the haul is tendered until delivery to the recipient accompanied by appropriate receipts.

The Carmack obligation in this Section C.9.2 is Carrier’s, as motor carrier. Pro Hauls, acting as property broker and Platform operator, is not the carrier and does not assume that cargo liability. Customer’s cargo claims are directed to Carrier except to the extent non-waivable Applicable Law requires otherwise as to a broker. See Section 2.1.6 and Section B.7.3.

Carrier shall not withhold any cargo transported under this Agreement on account of any dispute as to Rates or any alleged failure of Customer or Pro Hauls to pay charges. Carrier is relying upon the general credit of Pro Hauls and hereby waives and releases all liens Carrier might otherwise have to any goods of Pro Hauls or Customers in Carrier’s possession or control.

Cargo claims procedure. Processing of claims for loss, damage, shortage, delay, or destruction of cargo (“Cargo Claims”) will follow 49 C.F.R. Part 370 except as this Agreement expressly modifies. Carrier shall acknowledge, pay, decline, or make a firm offer of compromise within sixty (60) days after receipt of a Cargo Claim. Customer (or the cargo owner) shall have not less than nine (9) months from delivery, or from the date delivery reasonably should have occurred, to file a Cargo Claim, and not less than two (2) years and one (1) day from written disallowance in whole or in part to commence suit. Those periods are Carrier’s covenant as motor carrier. They do not expand Pro Hauls’s cargo liability. Salvage requires the cargo owner’s prior written consent. Carrier shall not withhold delivery to force settlement of a Cargo Claim.

Relaying a claim is not assumption of carrier liability. Pro Hauls may, as a convenience, relay a Cargo Claim to Carrier. Relaying a claim, requesting a certificate, or naming Pro Hauls on a certificate is not an assumption of Carmack liability, is not a claim filing against Pro Hauls, and does not restart any limitation period as to Pro Hauls. Customer’s contractual claims against Pro Hauls remain subject to Section 13.10 and Section 8. Cargo Claims against Carrier as motor carrier under this Section C.9.2 and 49 C.F.R. Part 370 are not required to be arbitrated under Section 13.15.

C.9.3 Carrier Insurance

C.9.3.1 Maintaining Insurance

Carrier shall, at its sole expense, maintain continuous insurance coverage as required herein and shall name “Pro Hauls LLC” (and its Affiliates) and the applicable Customer as additional insureds on all liability policies (including automobile liability and commercial general liability) using language substantially equivalent to “Pro Hauls LLC and its Affiliates and the Customer as additional insureds.” Carrier’s insurance shall be primary and non-contributory with respect to any insurance maintained by Pro Hauls or Customer. Carrier’s policies shall contain a waiver of subrogation in favor of Pro Hauls and Customer. Carrier must cause its insurer to provide Pro Hauls with at least thirty (30) days’ prior written notice of cancellation, non-renewal, or material reduction in coverage (ten (10) days for non-payment of premium). A current Certificate of Insurance must be uploaded in the Platform (and, upon request, full policy copies, declarations, and endorsements sent to support@prohauls.co with the subject line “Certificate of Insurance”) before any Job is accepted and must remain current at all times. A Fleet Owner’s certificate covers the Fleet Drivers and vehicles operating under its Account; Fleet Drivers are not required to upload a separate certificate. Pro Hauls may release Carrier’s contact information and certificates to any Customer upon request. Upon any lapse, cancellation, or failure to provide current proof of coverage, Carrier’s access to the Platform and ability to accept or perform Jobs shall be automatically suspended without notice until satisfactory proof is restored. Pro Hauls has no obligation to monitor continuous coverage but may do so at its discretion.

C.9.3.2 Minimum Coverage

Carrier shall maintain not less than: (a) Automobile Liability insurance with limits of not less than $1,000,000 combined single limit per occurrence (or higher limits if required by Applicable Law or the specific Job); (b) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; and (c) motor-truck cargo legal-liability insurance covering the commodities actually hauled on Marketplace Jobs, with limits of not less than One Hundred Thousand Dollars ($100,000) per occurrence (or the Customer Price of the Job, if higher, when the Job or Enterprise Agreement so states). The cargo policy shall not exclude unattended vehicles, theft, dumping operations, construction materials, debris, or contamination of other cargo to the extent those exclusions would defeat coverage for ordinary dump-haul claims. Customer shall be named as loss payee as its interests may appear. Pro Hauls may require higher cargo limits for a particular Job. (d) Uninsured / underinsured motorist (optional). Carrier is encouraged, and Pro Hauls may require for a particular Job or Enterprise Agreement, to maintain uninsured and underinsured motorist (UM/UIM) coverage of not less than One Million Dollars ($1,000,000) on automobile liability. UM/UIM is optional unless a Job or Enterprise Agreement states that it is required.

If Carrier’s cargo policy contains a schedule of covered vehicles, Carrier shall not use a vehicle that is not scheduled. Failure to maintain cargo insurance is an automatic suspension event under Section C.9.3.1.

All insurers must have a current A.M. Best rating of A- VII or better (or equivalent) and be authorized to do business in the jurisdictions where services are performed. Higher limits may be required by Pro Hauls or Customer for particular work.

C.9.3.3 Third-Party Broker Arrangers

If Carrier is a Third-Party Broker as defined in this Agreement and does not operate vehicles in connection with Jobs, Pro Hauls will waive the Automobile Liability minimum in Section C.9.3.2 with respect to Carrier itself if Carrier provides documentation showing that (i) Carrier’s subcontracted Carriers are registered on the Platform (or otherwise approved by Pro Hauls) and maintain insurance that complies with Section C.9.3.2; and (ii) those subcontracted Carriers have named Pro Hauls and the applicable Customer as additional insureds on a primary and non-contributory basis, with a waiver of subrogation in favor of Pro Hauls and Customer. Even if Pro Hauls waives Automobile Liability for Carrier under this subsection, Carrier remains liable for claims arising out of the acts or omissions of its subcontracted Carriers and Drivers as if Carrier were the owner of the vehicle subject to any claim. A Third-Party Broker must maintain Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate. The foregoing waiver is only as to Automobile Liability coverage of the Third-Party Broker itself. It does not waive cargo legal-liability insurance. Every performing motor carrier must maintain cargo insurance meeting Section C.9.3.2(c) and name Customer as loss payee as its interests may appear.

C.9.3.4 Workers’ Compensation

Carrier warrants that it is in compliance with Applicable Law, including workers’ compensation laws. Carrier shall maintain workers’ compensation coverage as required by Applicable Law for its workers. Where Carrier has employees and workers’ compensation applies, Carrier shall also maintain employer’s liability coverage of not less than One Million Dollars ($1,000,000) per accident, per employee, and per disease.

This Schedule D applies to every Customer and every Carrier on the Marketplace. It describes how Customers are charged, how Carriers are paid, and the conditions on both. All payments are processed through Stripe; Pro Hauls does not operate a card vault and does not store raw card or bank credentials.

D.1 Payment Methods and Stripe Connect

A Customer must add a valid payment method (credit or debit card, or a bank account through Stripe) before posting its first Job. A Carrier must complete Stripe Connect onboarding and link a U.S. bank account or debit card before it can be paid. A Fleet Driver does not connect a payment method; the Fleet Owner does. A User may not remove its only payment method while it has an active Job, a Daily Hour Report awaiting approval, an approved but unpaid Job, an unresolved dispute, or an outstanding or failed payment; a replacement method must be added first. Removing a payment method does not alter historical payment records.

D.2 When the Customer Is Charged

A Customer becomes liable for a shift when Approved Hours are established: by the Customer’s explicit approval of the Daily Hour Report, by automatic approval when the forty-eight (48) hour Approval Window ends without action, or by an authorized Pro Hauls administrator’s resolution of a dispute. Completing a shift or delivering a Daily Hour Report does not by itself charge the Customer. The charge equals Approved Hours multiplied by the Customer Price (subject to the Minimum Booking), or the confirmed per-load or per-ton amount. Pro Hauls may place a pre-authorization hold on the Customer’s payment method at punch-in for the Minimum Booking or estimated Job amount and captures the charge when Approved Hours are established. Pro Hauls retains the original recorded hours separately from the Approved Hours.

D.3 Platform Fee and Routing to the Carrier

When the Customer’s charge succeeds, Pro Hauls retains the Platform Fee (currently 6% of the Customer Price) and transfers the balance — the Carrier Compensation — to the Stripe Connect account of the Carrier of record. If the working Driver was a Fleet Driver with an active fleet membership when the work was performed, the Carrier of record is the Fleet Owner and the transfer goes to the Fleet Owner; the Fleet Driver sees hours only and is paid by the Fleet Owner outside the Platform. If the working Driver was an Independent Driver, the transfer goes to that Driver. A later change in fleet membership does not redirect a payment already finalized. If the Carrier of record has not completed Stripe Connect onboarding, Pro Hauls holds the funds, does not redirect them to a Fleet Driver, and notifies the Carrier to complete setup.

D.4 Weekly Payout; Payout Date

Payout cycles run Sunday through Saturday. Carrier Compensation for work whose Approved Hours were established during a cycle, and for which the Customer’s charge has been collected, is paid out on the Friday following the end of that cycle (the “Payout Date”). If a U.S. federal holiday affects banking, payout occurs on the next business day. Funds generally reach the Carrier’s bank on the next business day after payout, depending on the bank. Work whose Customer charge has not been collected by the Payout Date is paid on the first Payout Date after the charge clears, as described in Section C.5.3.2. Pro Hauls does not guarantee the time of receipt.

D.5 Instant Pay (Optional)

Where the Customer’s charge for a Carrier’s work has been collected before the Payout Date, the Platform shows that amount as available for Instant Pay. An eligible Carrier may elect Instant Pay to receive the available amount before the Payout Date, subject to an Instant Pay Fee of four and one-half percent (4.5%) of the amount paid out, deducted from the payout. Instant Pay is paid through Stripe’s instant-payout service to an eligible debit card or bank account and generally arrives within minutes, but Pro Hauls does not guarantee bank availability or timing. Instant Pay is offered only for collected funds; it is never available for work whose Customer charge is pending, failed, or disputed. Instant Pay is optional. A Carrier that does not elect it is paid the full amount on the Payout Date with no fee. Eligibility is determined by Pro Hauls and by Stripe, and Pro Hauls may suspend, limit, or revoke Instant Pay at any time.

D.6 Failed Payments; Retries; Chargebacks

If a Customer charge fails, the Daily Hour Report remains approved, the payment is placed in an action-required state, the Customer must add a valid payment method, and the Customer may not post or start another Job or explicitly approve payable hours until the charge succeeds. No Carrier transfer is marked funded until Stripe confirms the Customer charge. An authorized retry does not create a duplicate charge. Chargebacks, ACH returns, and claimed unauthorized transactions are the Customer’s risk and are allocated under Section 4.3.1; Pro Hauls may reverse or set off Carrier Compensation that was paid on a charge later reversed.

D.7 Payment Records

Each payment record retains the Customer, Job, shift, Daily Hour Report, working Driver, Carrier of record, recorded hours, Approved Hours, Customer Price, gross amount, Platform Fee, Carrier Compensation, Stripe identifiers for the charge, transfer, and payout, and status history. Carriers can view their Daily Hour Reports and payouts in the Platform. Those records are Platform records under Section 13.12 and broker records under 49 C.F.R. Part 371 where it applies.

D.8 Permitted Withholding; Escheat

Pro Hauls shall not withhold a payout to a Carrier except: (i) as required by Applicable Law; (ii) by order of a court of competent jurisdiction; (iii) because the Customer’s charge for the work has not been collected, has failed, has been charged back, or is underfunded (consistent with Sections C.5.3.2, C.7.3, and B.6.3); or (iv) on Carrier-side grounds already stated in this Agreement — disputes, setoff under Section 6.8, suspected fraud, missing tickets, missing tax forms, certified-payroll holds, or incomplete Stripe Connect onboarding. Withheld funds are released when the ground is resolved, applied to the Customer’s outstanding amounts as Schedule B allows, or returned to the Customer. If funds cannot be returned to the Customer or paid to the Carrier, Pro Hauls shall follow Applicable Law to escheat those amounts within the timeframe prescribed by the state determined by the last known business address on the Platform. Bond or trust rules under Section 2.1.7 still apply to the extent Applicable Law requires. Carriers look solely to Pro Hauls under Section C.5.3.1.

D.9 Corrections

If Pro Hauls charges a Customer or pays a Carrier in error, Pro Hauls shall use commercially reasonable efforts to correct the error at no expense to the affected User, including by refund, additional transfer, or setoff. Users agree to use commercially reasonable efforts to assist in correcting an erroneous payment and to return a duplicate payment promptly on request.

D.10 Tax Reporting

Pro Hauls (or Stripe on its behalf) issues each Carrier the tax forms Applicable Law requires for Carrier Compensation paid. A Fleet Owner is responsible for tax reporting to its own Fleet Drivers. Carriers are responsible for all taxes on Carrier Compensation as stated in Section 6.5 and Section C.1.4.

Questions about this document? Call 877-4PROHAUL or email support@prohauls.app. Effective September 14, 2026 (supersedes the August 31, 2026 Terms of Service).