These Service Terms and Conditions (“Terms”) govern You the user’s (“You” or “User”) access and use of the application, website, content and services (collectively, the “Services”) provided by Falcon Trans Logistics, LLC. (“FTL”, “We”, “Us”, or “Our”). In using the Services, You agree to be bound by the Terms as set forth below. If You do not accept these Terms You may not access or use the Services. FTL and You may also be referred to individually as a “Party” or together as the “Parties.”

You acknowledge and agree that Your use of Services, including but not limited through the website and mobile application (each an “Application”), to obtain or provide transportation services of commodities does not establish FTL as a provider of such transportation services. Falcon Trans Logistics LLC is acting as a non-asset, logistic broker in arranging for transportation services of commodities, and is not and shall not be considered a transportation carrier as defined by the Federal Motor Carrier Safety Administration.

THE SERVICES

In order to access the Services through the website, you need to register for an account. Falcon Trans Logistics LLC, provides shippers who are registered through the website access to a marketplace of carriers. Through the website, a shipper can track their shipments from pick-up to drop off and retrieve reporting and analytics to more efficiently move freight. Carriers through the website can view available shipments, receive upfront rate details and book shipments.


LICENSE TO USE THE SERVICES

License. Subject to these Terms, FTL grants You a limited, non-exclusive, non-sub-licensable, revocable, non- transferable license to access and use the Services through

the Applications solely for internal uses as it relates to Your company’s shipping operations. FTL reserves all rights not expressly granted in these Terms.

License Restrictions. You shall not, and shall not permit any third party, to: (i) use or access the Service except as expressly permitted in these Terms; (ii) remove any copyright, trademark or other proprietary notices from any portion of the Services; (iii) decompile, disassemble, or reverse engineer the Services (unless this restriction is not permitted under applicable law); (iii) modify or create any derivative work of any part of the Services; (iv) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the Services; or (v) attempt to gain unauthorized access to or impair any aspect of the Services, including the Applications and any related systems.


Third Party Content. You agree that FTL is not responsible or liable for, nor does FTL endorse or guarantee the accuracy, integrity or quality of, any third-party websites or content which may become available or You may access in the course of using the Services. This includes any reliance upon or offense taken or caused by content, advertising, products or services accessed. You alone are responsible for the content of Your postings and any consequences of such postings.


Ownership. FTL shall retain all right, title and interest in and to the Services, including but not limited to the Applications, and any changes, corrections, bug fixes, enhancements, updates and other modifications thereto, and all intellectual property rights therein. Nothing in these Terms confers upon You any right of ownership or interest in the Services, including but not limited to the Applications, or any intellectual -property rights therein.


3. YOUR CONTENT

In these Terms “Content” means any information, data, text, messages or other material You display, submit or transmit through an Application or the Services. With respect to Your Content, You grant FTL a non-limited, worldwide, non- exclusive, royalty-free and irrevocable license to use, reproduce, electronically distribute, publish, transmit, display, store, archive, and to modify and aggregate (in anonymized form) such Content.

In addition, drivers will be asked to provide status updates as to the shipment and allow location data to be tracked from their mobile device when using the Services. This data can be collected through text messaging, the use of the mobile application or Our third party location service. For more information please refer to our Location Services Terms.

You agree any Content You provide is Your own and does not infringe on any third party’s rights. FTL reserves the right to remove any of Your Content from the Services at any time, and for any reason, without notice. You agree not to post or submit any Content that is obscene, illegal, defamatory, threatening, infringing of intellectual property rights, invasive of privacy or injurious in any way to FTL, other users, or other third parties.

Collection and use of Your personal information, including location data from your mobile device, in connection with the Services is described in the FTL Privacy Policy.


4. COMMUNICATIONS

By Your use the Services, You agree to receive communications from FTL or one of our service providers, such as phone calls, emails, text messages and push notifications, which may be generated by an automatic

telephone dialing system. These communications include, but are not limited too, informational messages regarding the Services, permissions requests, updates to and additional features to the Services or Application and promotional messages.


You understand that Your consent to receive these communications is not a condition of purchasing any property, goods or services. You may opt-out of text message communications at any time by replying STOP. You will receive a final opt-out confirmation text. Message and Data Rates Apply. You may unsubscribe or opt out to email communications by clicking the opt out feature in the email itself and following the prompted instructions.


5. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “ON AVAILABLE BASIS”. FTL MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER ACCOMPANYING MATERIAL NOT PROVIDED HEREUNDER. FTL SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.


6. LIMITATION OF LIABILITY

IN NO EVENT WILL FTL, NOR ITS OFFICERS, DIRECTORS

AND EMPLOYEES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO OR IN CONNECTION WITH THE USE OF THE SERVICES, REGARDLESS OF WHETHER FTL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE. SOME JURISDICTIONS RESTRICT OR PROHIBIT THE LIMITATION OF LIABILITY AND SO THIS PROVISION MAY NOT APPLY TO YOU.


7. INDEMNIFICATION

You shall indemnify, defend and hold FTL, its officers, directors, employees, agents, successors and assigns harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liability, costs (including without limitation reasonable attorney’s fees) and expenses arising out of or in connection with (i) Your use of the Services or any accompanying material, including but not limited to any actions or omission taken by You in reliance on any information contained in the Services or any third party content accessed through the Services, (ii) any claims, suits or actions by a third related to or arising out of Your use of the Services; or (iii) Your violation or breach of these Terms.


8. GOVERNING LAW

These Terms shall be governed by and interpreted in accordance with the laws of the State of Washington without giving effect to its conflicts of law rules. Each of the Parties to these Terms consents to the exclusive jurisdiction and

venue of the state and federal courts located in Washington.


9. MODIFICATIONS TO SERVICES

FTL reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that FTL shall not be liable to You or any third party for any modification, suspension or discontinuance of the Services.


10. AMENDMENTS TO TERMS

FTL reserves the right, at any time, to modify, amend or update these Terms without notice. Your continued use and access to the Services after such amendment confirms Your consent to be bound by the Terms, as amended.


11. MISCELLANEOUS

These Terms, including any legal notices and disclaimers contained on the Applications, constitute the entire agreement between You and FTL with respect to Your use and access to the Services. You may not assign these Terms without the prior written approval of FTL. FTL may assign these Terms, without notice or consent required. These Terms do not create or imply any partnership, agency, joint venture or formal business entity of any kind. Failure by FTL to enforce a right or provision in these Terms does not constitute a waiver of such right or remedy. If any provision of these Terms is held invalid or unenforceable, such term shall be replaced or stricken, and the remaining provisions of these Terms will remain in full force and effect.


12. How to Contact Customer Service

To request more information about the Program, text HELP to the number from which the text messages are being received, You may also contact FTL by emailing the following email address [email protected] with “Text Messaging Program-Help” in the subject line or calling 888-895-0201.


13. Notices and Legal Disclaimers

You agree that FTL may communicate with You regarding these Terms and the Program via e-mail, mail, telephone call or text message (as provided by You) or through Our website (falcontrans.io FTL will issue any notices to You via email, mail, telephone or Our website, and You agree that all such notices shall have legal effect.

You agree to indemnify, defend and hold FTL harmless against any and all claims, expenses and damage related to or caused in whole or in part by Your failure to notify FTL if You change Your number, or provide consent for a mobile telephone number that is not Yours.

THE PROGRAM IS PROVIDED ON AN “AS IS” AND “ON AVAILABLE BASIS”. FTL MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PROGRAM, OR ANY OTHER ACCOMPANYING MATERIAL NOT PROVIDED HEREUNDER.

WE ARE NOT RESPONSIBLE FOR CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OR OMISSIONS OF OTHERS, NETWORK OUTAGES OR ACTS OF GOD. WE DO NOT PROMISE ERROR-FREE SERVICE.

FTL and its respective officers, directors and employees are not responsible and shall not be liable for any loss,

damages or injuries of any kind resulting, directly or indirectly, from the Program or any text message sent by FTL or its service providers, or from any technical failures or delays of any kind.

We are not responsible and will not be liable for any incidental, special or consequential damages (such as lost profits or lost business opportunities), punitive damages or attorney’s fees arising from or related to these Terms or the Program. Some states do not permit the limitation or exclusion of remedies and so the immediately preceding sentence may not apply to You.

These Terms represent the entire agreement of the parties with respect to its subject matter.


14. Applicable Law

Except as otherwise provided herein, your use of text message services under these Terms is governed by the laws of the State of Washington, without regard to its choice of law principles.


Location Service Terms

These Location Services Terms and Conditions (“Location Service Terms”) govern the location services (the “Location Services”) provided by FTL, Inc. and our third party service providers (collectively, “FTL”, “We”, “Us”, or “Our”) and are subject to Our General Service Terms and Conditions (including without limitation choice of law and jurisdiction provisions). The Location Services are intended to be utilized by the drivers assigned by the contracted carrier to move a shipment, and must be agreed to and accepted by both the driver and the contracted carrier (the driver and carrier will be referred to collectively as “You” or “Your”). The Location Services allow FTL

and its customers to track the location of shipments arranged through the FTL Services (as defined in the General Service Terms and Conditions).

The Location Services are provided either (a) through the FTL mobile application (“Application”) by enabling the Location Services feature in the Application on Your mobile device or (b) by Your opting-in to the Location Services through a text message sent to Your mobile device permitting the tracking of Your location using Your mobile device and Our third party service providers. Any use of the Application is subject to the General Service Terms and Conditions.

NOTE: YOU SHOULD NOT OPERATE OR COMMUNICATE USING YOUR MOBILE DEVICE OR MOBILE APPLICATION WHILE YOU ARE DRIVING OR OPERATING YOUR VEHICLE. THE LOCATION SERVICES ARE PERMITTED FOR USE ONLY BY LICENSED COMMERCIAL DRIVERS OVER THE AGE OF EIGHTEEN.

15. Data Security

Your privacy is important to Us. We take appropriate measures to protect Your privacy, including using only secure HTTPS communication with SSL Encryption to obtain Your Location Data. All Location Data is securely stored using technology and security features that are designed to safeguard the privacy of Your location information, including: (1) maintaining and protecting the security of computer storage and network equipment; (2) security procedures that require user names and passwords to access sensitive data; (3) applying encryption or other appropriate security controls to protect location information

when stored or transmitted by Us; and (4) limiting access to location information to only those with jobs requiring such access. However, We cannot guarantee that any particular wireless transmission or computer system is 100% safe from outside attacks.


16. Sharing And Storing Your Location

When the Location Services are activated for Your mobile phone, Your current location will be used by FTL to track shipments, provide Our customers tracking updates with the city/state or zip code location of the shipment, for any claims and billing inquires and other purposes described in these Location Service Terms. Your Location Data will be stored for forty-five (45) days after completion of the shipment. If there is a claim or a dispute over billing during said 45-day period, We will retain and use Your Location Data to aid in resolving these issues. After the final resolution of such matter, Your exact latitude and longitude Location Data will be deleted from the system, unless We are required to retain such Location Data by law or court or administrative order. Notwithstanding the foregoing, We may retain Location Data for an indefinite period in an aggregated and/or in anonymized form and in accordance with Our Privacy Policy.

We will use Your Location Data to determine the ETA and status of the shipment being transported throughout the shipment’s delivery term. We will provide the general location information (city/ state or zip code) of the shipment to the customer of Our services that arranged that shipment. Your Location Data may also be used to help resolve claims or disputes about the shipment as described in the paragraph above. Your Location Data will not be shared with any other parties or used for any other purpose than as

specified in these Location Service Terms or as further specified the Privacy Policy, except to (a) third party service providers that We retain to assist in providing the Location Services or the Services; (b) where required by law or court or administrative order or in response to legal process (such as a subpoena) and (c) to enforce these Location Service Terms. We may also disclose or use Location Data in an aggregated and/or anonymized form for research, product development and marketing purposes.


17. Notices and Legal Disclaimers

You agree that FTL may communicate with You regarding these Location Service Terms and the Location Services via e-mail, mail, telephone call or text message (as provided by You) or through Our website (falcontrans.io). FTL will issue any notices to You via email, mail, telephone or Our website, and You agree that all such notices shall have legal effect.
 You agree to indemnify, defend and hold FTL harmless against any and all claims, expenses and damage related to or caused in whole or in part by Your use of the Location Services, including without limitation, any bodily injuries, property damage or death resulting from Your driving of a vehicle or making of a shipment while using Location Services, except to the extent caused by FTL’s gross negligence or intentional misconduct.

LOCATION SERVICES ARE PROVIDED ON AN “AS IS” AND “ON AVAILABLE BASIS”. FTL MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO SUCH SERVICES, OR ANY OTHER ACCOMPANYING MATERIAL. AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WE ARE NOT RESPONSIBLE FOR CIRCUMSTANCES

BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OR OMISSIONS OF OTHERS, NETWORK OUTAGES OR ACTS OF GOD. WE DO NOT PROMISE UNINTERRUPTED OR ERROR-FREE SERVICE.
 Except in cases of FTL’s gross negligence or intentional misconduct, FTL and its respective officers, directors and employees are not responsible and shall not be liable for any loss, damages or injuries of any kind resulting, directly or indirectly, from the Location Services or any text message sent by FTL or its service providers, or from any technical failures or delays of any kind, including without limitation, any bodily injury, property damage or death resulting from Your driving of a vehicle or making of a shipment while using Location Services.


We are not responsible and will not be liable for any incidental, special or consequential damages (such as lost profits or lost business opportunities), punitive damages or attorney’s fees arising from or related to these Location Service Terms or the Location Services. Some states do not permit the limitation or exclusion of remedies and so the immediately preceding sentence may not apply to You.
 These Location Service Terms represent the entire agreement of the parties with respect to the Location Services, provided any use of the FTL mobile application will be subject to the General Service Terms and Conditions.


18. Applicable Law

Except as otherwise provided herein, Your use of the Location Services under these Location Service Terms is governed by the laws of the State of Washington, without regard to its choice of law principles.