These Terms and Conditions ("Terms") govern your access to and use of the Truxo website, applications, products, and services (collectively, the "Services"), provided by Truxo ["we," "us," or "our"].

By accessing or using any part of our Services, you agree to be bound by these Terms. If you do not agree to all the Terms of this agreement, then you may not access the Services. These Terms govern your access to and use of our all-in-one Transportation Management System (TMS) designed for freight brokers and carriers, and all associated features including, but not limited to, AI-Driven Load Matching, Broker & Shipper CRM, Live Load Tracking, and Integrated Invoicing & Payments.

1. Acceptance of Terms

You represent and warrant that you are at least 18 years of age and are lawfully able to enter into this agreement. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least [e.g., 30 days'] notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms.

3. Description of Services

Truxo provides an all-in-one cloud-based Transportation Management System (TMS) that offers tools and functionalities for freight brokers and carriers to manage their operations efficiently. Our Services include, but are not limited to:

• AI-Driven Load Matching
• Broker & Shipper CRM
• Live Load Tracking
• Integrated Invoicing & Payments
• Document management and data extraction
• Reporting and analytics

You understand and agree that the Services may include advertisements, and that these advertisements are a necessary part of Truxo providing the Services.

4. User Accounts

• Account Creation: To access and use certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
• Account Security: You are responsible for maintaining the confidentiality of your account login information (username and password) and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to comply with this security obligation.
• Business Identification: You agree to provide and maintain accurate business identification details (e.g., MC/USDOT numbers) as required for your account and for the proper functioning of the Services.
• Account Types: We may offer different account types with varying features and pricing. Your access to certain features may depend on your subscription level.
• Non-Transferable: Accounts are personal and non-transferable.

5. User Responsibilities and Prohibited Uses

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates any applicable national, state, local, or international law or regulation.
• Use the Services to engage in any fraudulent, illegal, or unethical activities, including but not limited to misrepresentation of load details, illegal tracking, or fraudulent billing.
• Access or use the Services in a manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services.
• Attempt to gain unauthorized access to any part of the Services, other accounts, computer systems, or networks connected to Truxo.
• Upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
• Transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
• Impersonate or attempt to impersonate Truxo, a Truxo employee, another user, or any other person or entity.
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services.
• Resell, rent, lease, sublicense, distribute, or otherwise transfer the Services or any rights to use them.

6. Fees and Payments

• Subscription: Certain parts of the Service are billed on a subscription basis (e.g., monthly or annually). You will be billed in advance on a recurring and periodic basis ("Billing Cycle").
• Automatic Renewal: Your subscription will automatically renew at the end of each Billing Cycle unless you cancel your subscription or Truxo cancels it.
• Payment Method: You must provide Truxo with accurate and complete billing information, including a valid payment method. By submitting such payment information, you automatically authorize Truxo to charge all subscription fees incurred through your account to any such payment instruments.
• Fee Changes: Truxo, in its sole discretion, may modify subscription fees. Any subscription fee change will become effective at the end of your then-current Billing Cycle. We will provide you with reasonable prior notice of any change.
• No Refunds: Unless expressly stated otherwise, all fees are non-refundable.
• Taxes: You are responsible for all applicable taxes, duties, and government charges, excluding taxes based on Truxo's income.

7. Intellectual Property Rights

• Our Content: The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Truxo, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
• Your Content: You retain ownership of all data, information, and other content that you upload, submit, or transmit to the Services ("Your Content"). By providing Your Content, you grant Truxo a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display Your Content for the sole purpose of operating, improving, and providing the Services to you, and as otherwise permitted by our Privacy Policy.
• Feedback: If you provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services ("Feedback"), you agree that Truxo may use such Feedback for any purpose without obligation to you.

8. Third-Party Services and Integrations

Our Services may contain links to or integrate with third-party websites or services (e.g., payment gateways, external mapping services, ELD providers). Truxo has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Truxo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

9. Disclaimers of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, TRUXO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

NEITHER TRUXO NOR ANY PERSON ASSOCIATED WITH TRUXO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER TRUXO NOR ANYONE ASSOCIATED WITH TRUXO REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRUXO, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. Indemnification

You agree to defend, indemnify, and hold harmless Truxo, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, Your Content, any use of the Services' content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services.

12. Governing Law and Jurisdiction

All matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of [Your State/Country, e.g., the State of Delaware, USA or India] without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal or state courts located in [Your City, State/Country, e.g., Wilmington, Delaware or New Delhi, India], although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

13. Dispute Resolution

At Truxo's sole discretion, it may require you to submit any disputes arising from these Terms or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the [e.g., American Arbitration Association or relevant arbitration body] applying [Your State/Country] law.

14. Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services or follow the cancellation procedure within your account settings.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

15. General Provisions

• Entire Agreement: These Terms and our Privacy Policy constitute the sole and entire agreement between you and Truxo regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.
• Waiver and Severability: No waiver by Truxo of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Truxo to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
• Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Truxo may assign or transfer these Terms, at its sole discretion, without restriction.

16. Contact Information

If you have any questions about these Terms, please contact us:

• By email: info@truxo.ai
• By mail: 30 North Gould Street ste n Sheridan, WY 82801