Last Modified: February 9, 2025

Effective Date: February 9, 2025

These Owner Operator Terms of Service ("Terms") are a binding legal agreement between you ("Owner Operator" or "you") and Highwayhaul Logistics Inc. ("Highwayhaul," "we," "our," or "us"). By entering into a Lease Agreement or using our services, you accept and agree to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. SERVICES AND RELATIONSHIP

1.1 Independent Contractor Status

You are an independent contractor, not an employee, agent, or partner of Highwayhaul Logistics. This Agreement does not create any employment, joint venture, or partnership relationship. You are solely responsible for:

(a) All means and methods of performing transportation services;

(b) Maintaining proper licensing, insurance, and permits;

(c) All taxes, including self-employment, income, and payroll taxes;

(d) Operating expenses, equipment maintenance, and repairs.

1.2 Lease Agreement Required

To operate under Highwayhaul's motor carrier authority, you must execute a separate Lease Agreement compliant with 49 CFR 376.12. The Lease Agreement and these Terms together govern your relationship with Highwayhaul.

2. PAYMENT TERMS

2.1 Compensation

Compensation rates and payment terms are specified in your Lease Agreement. All payments are subject to deductions for fuel advances, fees, damages, and other charges as outlined in the Lease Agreement.

2.2 Fees and Deductions

You authorize Highwayhaul to deduct from your compensation: (a) charges for services you request; (b) fuel advances and transaction fees; (c) insurance premiums; (d) equipment rental or lease payments; (e) damages to cargo or equipment caused by your negligence; (f) unpaid tolls, fines, or citations; and (g) any other amounts you owe under the Lease Agreement or these Terms.

2.3 Payment Disputes

You must notify us of any payment disputes within thirty (30) days of the payment date. Failure to dispute a payment within this period constitutes acceptance of the payment as accurate.

3. OWNER OPERATOR OBLIGATIONS

3.1 Compliance

You must comply with all applicable federal, state, and local laws and regulations, including Federal Motor Carrier Safety Regulations (49 CFR Parts 350-399). You must maintain all required licenses, permits, and insurance in good standing.

3.2 Equipment Standards

Your equipment must meet all safety and operational standards required by law and by Highwayhaul. You must maintain comprehensive liability and cargo insurance with minimum limits specified in your Lease Agreement, naming Highwayhaul as an additional insured.

3.3 Professional Conduct

You must conduct yourself professionally at all times. You may not: (a) operate a vehicle under the influence of drugs or alcohol; (b) engage in harassment, discrimination, or threatening behavior; (c) damage or misuse cargo, equipment, or property; (d) falsify logs, reports, or other documents; or (e) violate hours of service regulations.

4. CONFIDENTIALITY AND DATA

4.1 Confidential Information

You may receive confidential information about Highwayhaul's business, including customer lists, rates, routes, and business strategies. You agree to keep all such information strictly confidential and not disclose it to third parties without our written consent.

4.2 Data Collection and Use

We may collect data about your operations, including location data, hours of service, vehicle diagnostics, and performance metrics. You consent to our collection and use of this data to: (a) provide services to you; (b) ensure safety and compliance; (c) improve our operations; and (d) as required by law. We will handle your personal information in accordance with our Privacy Policy and applicable privacy laws.

4.3 Motor Carrier Reporting Requirements

As a licensed motor carrier, Highwayhaul is required to disclose equipment and driver information to comply with Federal Motor Carrier Safety Regulations (49 CFR Parts 350-399). You acknowledge and consent to such disclosures.

5. TERM AND TERMINATION

5.1 Term

These Terms become effective when you sign your Lease Agreement and continue until terminated by either party as provided herein.

5.2 Termination

Either party may terminate the Agreement as specified in the Lease Agreement. Highwayhaul may immediately terminate this Agreement if you: (a) materially breach these Terms or the Lease Agreement; (b) lose required licenses, permits, or insurance; (c) engage in illegal activity; (d) commit fraud or misrepresentation; or (e) create safety risks.

5.3 Effect of Termination

Upon termination, you must: (a) return all Highwayhaul property and equipment; (b) complete or arrange for completion of all ongoing loads; (c) pay all outstanding amounts owed; and (d) cease using Highwayhaul's name and operating authority. We will pay you any amounts owed after deducting all charges and fees due to Highwayhaul.

6. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Highwayhaul and its officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your operation of equipment; (b) your violation of laws or regulations; (c) your breach of these Terms or the Lease Agreement; (d) your negligence or willful misconduct; (e) cargo loss or damage caused by you; or (f) personal injury or property damage caused by you.

7. WARRANTIES AND DISCLAIMERS

7.1 Your Warranties

You represent and warrant that: (a) you have authority to enter into this Agreement; (b) you hold all necessary licenses, permits, and insurance; (c) your equipment meets all applicable safety standards; and (d) you will comply with all applicable laws and regulations.

7.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, HIGHWAYHAUL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HIGHWAYHAUL DOES NOT GUARANTEE SPECIFIC INCOME LEVELS, LOAD AVAILABILITY, OR BUSINESS RESULTS.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HIGHWAYHAUL'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID TO YOU BY HIGHWAYHAUL IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL HIGHWAYHAUL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE, OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. DISPUTE RESOLUTION

9.1 Informal Resolution

Before initiating arbitration, you must first contact Highwayhaul at [email protected] and attempt to resolve the dispute informally for at least sixty (60) days.

9.2 Mandatory Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR RELATIONSHIP WITH HIGHWAYHAUL THAT CANNOT BE RESOLVED INFORMALLY SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION ADMINISTERED BY JAMS UNDER ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. THE ARBITRATION SHALL BE CONDUCTED IN SAN FRANCISCO COUNTY, CALIFORNIA, OR REMOTELY IF MUTUALLY AGREED.

THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1-16) GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION. THE ARBITRATOR SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ALL DISPUTES, INCLUDING DISPUTES ABOUT THE ARBITRABILITY OF ANY CLAIM.

9.3 Class Action Waiver

YOU AND HIGHWAYHAUL AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. YOU AND HIGHWAYHAUL EXPRESSLY WAIVE THE RIGHT TO PARTICIPATE IN OR RECEIVE MONEY OR ANY OTHER RELIEF FROM ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THIS CLASS ACTION WAIVER IS MATERIAL AND ESSENTIAL TO THE ARBITRATION OF ANY DISPUTES BETWEEN THE PARTIES.

9.4 Jury Trial Waiver

TO THE EXTENT ANY CLAIM IS NOT SUBJECT TO ARBITRATION, YOU AND HIGHWAYHAUL WAIVE THE RIGHT TO A TRIAL BY JURY FOR ALL SUCH CLAIMS.

9.5 Exceptions

Either party may seek injunctive or equitable relief in court to prevent irreparable harm or protect intellectual property rights. Such claims are not subject to arbitration.

10. GENERAL PROVISIONS

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The state and federal courts located in San Francisco County, California shall have exclusive jurisdiction over any disputes not subject to arbitration.

10.2 Entire Agreement

These Terms, together with your Lease Agreement, constitute the entire agreement between you and Highwayhaul regarding the subject matter hereof and supersede all prior agreements and understandings. In the event of any conflict between these Terms and the Lease Agreement, the Lease Agreement shall control.

10.3 Amendment

Highwayhaul may modify these Terms at any time by providing written notice to you at least thirty (30) days before the changes take effect. Your continued relationship with Highwayhaul after the effective date constitutes acceptance of the modified Terms.

10.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

10.5 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought. No failure to exercise, or delay in exercising, any right or remedy shall constitute a waiver of that right or remedy.

10.6 Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder without Highwayhaul's prior written consent. Highwayhaul may assign these Terms without your consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.7 Notices

All notices under these Terms must be in writing and sent to the addresses specified in your Lease Agreement or to [email protected]. Notices sent by email are effective upon transmission. Notices sent by mail are effective three (3) business days after mailing.

10.8 Survival

Sections 4 (Confidentiality and Data), 6 (Indemnification), 7.2 (Disclaimer), 8 (Limitation of Liability), 9 (Dispute Resolution), and 10 (General Provisions) shall survive termination of these Terms.

10.9 Force Majeure

Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, government actions, or natural disasters. If a force majeure event continues for more than thirty (30) days, either party may terminate the Agreement upon written notice.

10.10 Notifications and Communications

We may communicate with you via phone call, text (SMS) message, fax, or email in order to conduct business operations, service your account, reasonably address matters pertaining to your relationship with us, or for other purposes reasonably related to our logistics services and business operations, including but not limited to notifying you about available loads, operational updates, and administrative matters.

Calls and SMS Text Messages

By engaging with us or providing your contact information, you expressly consent and agree to accept and receive communications from us, including via phone calls, fax, and text (SMS) messages at any landline or mobile phone number you have provided, even if you are listed on any federal, state, provincial, or other applicable “Do Not Call” list. These communications may include operational updates, load notifications, account-related information, and other business-related communications.

With your consent, we may also send promotional or informational calls or text messages containing news, service updates, or special offers related to our logistics services (“Promotional Communications”). You understand and authorize that such communications may be delivered via live calls, pre-recorded or auto-generated voice messages, or SMS text messages, and that automated dialing systems may be used. Standard messaging and data rates charged by your carrier may apply.

You represent that you have obtained proper authorization from any authorized users or representatives associated with your account to receive communications as described in this section. All consents provided under this section will survive termination of the business relationship unless expressly revoked.

You are not required to consent to receive Promotional Communications as a condition of doing business with us. You may opt out of receiving Promotional Communications at any time by replying “STOP” to a text message or by contacting us at [email protected]. Opting out of promotional messages will not affect your ability to receive essential operational or account-related communications.

Email Communications

We may send you transactional or administrative emails related to our logistics services, including confirmations, operational notices, and account-related information. We may also send promotional emails about services or opportunities we believe may be relevant to you (“Promotional Emails”).

You may unsubscribe from Promotional Emails at any time by using the unsubscribe link included in such emails or by contacting us at [email protected].

10.11 Contact Information

For questions about these Terms, please contact:

Highwayhaul Logistics Inc.

Email: [email protected]

Phone: +1-972-330-1070

BY ENTERING INTO A LEASE AGREEMENT WITH HIGHWAYHAUL LOGISTICS INC., YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.