Inmay Truckspace (the “Program”, the “Platform”, “Truckspace.org”, “Inmay”, “Truckspace”). “Inmay Inc” means the company Inmay Inc and any of its Affiliates. “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with another entity.

Welcome to Inmay or Truckspace.org (the “Program”). These Inmay Truckspace.org Terms of Service (this “Agreement”), which incorporates the terms, conditions, policies, guidelines, rules, and other information on this website or mobile application, as applicable (“Program Policies”), is effective as of the earlier of the date on which your company clicks through this Agreement or your company begins to perform Services (the “Effective Date”) and governs the transportation and related services contemplated by this Agreement and performed by the business entity that you represent (“your company”). This Agreement constitutes a legally binding agreement between Inmay Inc. (“Inmay”, “we”, “us” or “our”) and your company. All references to this Agreement include the Program Policies. If there is a conflict between the Program Policies and any other section of this Agreement, this Agreement will prevail. By accepting this Agreement, you (a) on behalf of yourself and your company, agree to be bound by all terms and conditions of this Agreement, and (b) represent and warrant that you have legal authority to bind your company to this Agreement.

1. The Services

   Inmay Inc. is making available its technology to carriers, shippers, and brokers in order to facilitate the enhancement of their supply chain and logistics. Inmay Inc is not a freight brokerage company. The use of Inmay Inc.’s Truckspace.org program is not a brokerage service. Under no circumstances should carriers, shippers, and brokers construe the program as brokering service or freight-related jobs. At your own request or your customer’s request on this platform, your company will provide either loads for transportation or transportation services, including receiving, loading, storing, transporting, delivering, unloading, and related services (collectively, the “Services”) in accordance with this Agreement, your customer’s agreement, or your own agreement. Parties are still responsible for conducting due diligence. Inmay Inc. makes no promises as to the amount of business that your company can expect at any time. Your company can accept or reject any opportunity offered by any party on this platform. Inmay Inc may engage the services of other companies that perform similar services as those provided by your company and your company may perform similar services for other companies.

2. Independent Contractor Relationship

   Your company is an independent contractor. With exclusive responsibility for its employees, contractors, subcontractors, agents, and representatives (“Personnel”) and exclusive control over compensation, hours, and working conditions of its Personnel. Your company has the exclusive right to hire, engage, transfer, promote, discipline, discharge, and adjust grievances with its Personnel. Your company’s Personnel are not eligible for any employee benefits available to employees of Inmay Inc. Neither your company nor any of its Personnel has any authority to bind Inmay to any agreement or obligation

3. Payment Terms.

   Your company is responsible to handle invoicing and payment as it has been for its normal operations. Inmay Inc. does not handle your payment. Parties are still handling their own payment. The feature that enables you to mark payments as “Disputed” or “In Dispute” simply helps you keep track of partners that did not pay you so we may remove entities that have a history of non-payment. Your company is entitled to no other compensation or reimbursement from Inmay Inc. as explicitly express in this agreement.

4. Representations, Warranties, and Covenants

   Your company represents, warrants and covenants to potential partners on this platform that (a) your company (i) is a legal entity duly formed, validly existing, and in good standing in its jurisdiction of formation; (ii) has all legal capacity and authority to enter into and perform its obligations under this Agreement; and (iii) does not and will not avoid regulatory compliance or conceal noncompliance, or a history of non-compliance, through common ownership, common management, common control, common familial relationships, reincarnation, or affiliation as prohibited by 49 CFR 385.1005 and 385.1007, (b) your company and its Personnel will at all times: (i) comply with all laws, rules, and regulations (“Laws”) pertaining to your company’s performance of the Services; (ii) hold, maintain, and comply with all licenses, permits, authorities, and approvals required to perform the Services (“Licenses”); (iii) at no time hold a safety rating of “Conditional”, “Unsatisfactory” or “Unfit” with the Federal Motor Carrier Safety Administration (“Safety Rating”); (iv) notify Inmay immediately (A) after becoming aware that any License has expired or been lost or suspended, (B) following any change in your company’s Safety Rating, or (C) if your company is found by any governing authority to have violated any Law related to safety or insurance coverage; (v) comply with Inmay’s and any third party’s safety and security policies related to Inmay’s or such third party’s premises and cargo; (vi) ensure your company’s Personnel have sufficient hours remaining under applicable “Hours of Service” Laws to complete Services your company assigns them to perform; (vii) not violate or infringe any third party’s trademarks, trade secrets, confidentiality rights, copyrights, patents, or any other intellectual property or proprietary rights (“Proprietary Rights”); (viii) not create or permit any lien on property or assets transported under this Agreement and waive all rights to any lien upon any shipment on behalf of your company and its Personnel; and (ix) promptly notify Inmay of any accident or event that impairs the safety of or delays delivery of any shipment, and use reasonable care and due diligence in the protection of all shipments, and (c) your company has read and will comply with Inmay’s (i) Agreement

5. Program Term; Termination:

   1. Either party may terminate this Agreement at any time and for any reason by providing the other party with at least 30 days’ prior written notice; however, your company may not terminate this Agreement without cause with an effective date of termination during any October 1 through January 15 period, and any termination that would otherwise become effective during that period will be suspended until the nextoccurring January 16.

   2. Inmay may terminate this Agreement immediately by providing written notice to your company, (A) if your company or any of its Personnel violates any applicable Law, (B) if your company’s Safety Rating becomes “Conditional”, “Unsatisfactory”, or “Unfit” or if your company otherwise fails to meet the Safety Metrics standards or requirements, (C) if any information that your company or its Personnel provides to Inmay (including in connection with Inmay’s vetting processes) is not true and complete in all material respects or if your company otherwise engages in fraudulent behavior.

   3. If either party terminates this Agreement, your company will cease participation in any Third Party Offering

   4. Inmay will not be liable, on account of termination of this Agreement, for any severance payment, penalty, damages, loss of goodwill, or anticipated income or any expenditures, investments, leases, or commitments made by your company.

   5. The following sections, along with any other provisions that by their nature should survive, will survive termination of this Agreement: Independent Contractor Relationship, Representations, Warranties and Covenants, Program Term; Termination, Confidential Information; Publicity, Limitation of Liability; Indemnification, Taxes, Governing Law; Submission to Arbitration, and Remedies; Entire Agreement; Assignment.

6. Confidential Information; Publicity:

   Your company will, and will cause its Affiliates and Personnel; to, (a) protect and not disclose information that is identified as confidential or that reasonably should be considered confidential to Inmay regardless of when received; (b) use this information only to fulfill your company’s obligations under this Agreement; and (c) promptly return to Inmay or destroy this information when requested by Inmay or when this Agreement terminates. Your company will not, without Inmay’s prior written agreement, use any trademark, service mark, commercial symbol, or other Proprietary Right of Inmay, issue press releases or other publicity relating to Inmay or this Agreement, or refer to Inmay in promotional materials

7. Insurance; Claims for Loss or Damage.

   Your company will comply with the insurance requirements set forth in the by your partner’s agreement and accordance with the FMCSA’s guideline. Your company will be liable for delay, loss, or damage to shipments in accordance with your partner’s terms. Treat each other well.

8. Limitation of Liability

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INMAY INC. WILL NOT BE LIABLE FOR ANY LOST PROFITS OR OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT.

9. Indemnification.

   Your company will defend, indemnify, and hold harmless Inmay and its Affiliates, and their respective directors, officers, employees, and agents (the “Inmay Parties”) from any third-party claim, liability, loss, damage, cost, or expense (including reasonable legal fees) (“Claims”) incurred by any Inmay Party arising from or relating to: (A) any death of or injury to any person, loss or damage to any property or any other loss due to an act or omission by your company, its Affiliates, or any of their respective Personnel, (B) your company’s breach of this Agreement, (C) any infringement or misappropriation of any Proprietary Right, or (D) any negligence, strict liability, fraud, or willful misconduct of your company, its Affiliates, or any of their respective Personnel

10. Governing Law; Submission to Arbitration

    This Agreement is governed by the U.S. Federal Arbitration Act, applicable U.S. federal law, and Washington state law, without reference to any applicable conflict of laws rules. Any dispute arising out of this Agreement will be resolved by binding arbitration, rather than in court There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, your company must send a letter requesting arbitration and describing its claim to Inmay’s registered agent located at. Your company and Inmay each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration your company and Inmay each waive any right to a jury trial. Your company and Inmay also both agree that your company or Inmay may bring suit in court to enjoin infringement or other misuse of intellectual property rights

11. Modifications

    Inmay may modify this Agreement at any time by posting a revised version on this website or mobile application, as applicable, or by otherwise providing notice to your company. Your company is responsible for reviewing this Agreement regularly to stay informed of any modifications. IF YOUR COMPANY CONTINUES TO PERFORM THE SERVICES AFTER THE EFFECTIVE DATE OF ANY MODIFICATION TO THIS AGREEMENT, YOUR COMPANY AGREES TO BE BOUND BY SUCH MODIFICATIONS. IF YOUR COMPANY DOES NOT AGREE TO SUCH MODIFICATIONS, YOUR COMPANY MUST STOP PERFORMING SERVICES AND STOP USING THIS WEBSITE OR MOBILE APPLICATION, AS APPLICABLE.

12. Notice; Electronic/Mobile Communications.

    Email we send to any email address your company has on file with Inmay or that your company has otherwise designated to Inmay will constitute notice from Inmay. Your company may provide notices to Inmay by (a) facsimile transmission to the number stated in the Program Policies or (b) pre-paid post requiring signature on receipt or personal delivery to the address stated in the Program Policies. Notices to Inmay will be effective when received by facsimile or when delivered in person or by pre-paid post.

13. Remedies; Entire Agreement; Assignment.

    The parties’ rights and remedies under this Agreement are cumulative. If any portion of this Agreement is held to be invalid or unenforceable, the other portions will remain in full force and effect. A party does not waive any right by failing to insist on compliance with or exercise any right. Waivers granted under this Agreement are effective only if made in writing signed by the party granting the waiver. Inmay may withhold and setoff any sums your company owes to Inmay. This Agreement is the complete agreement of the parties relating to the Services and supersedes all prior agreements. Neither party will be bound by any provision that is different from or in addition to this Agreement. Your company will not assign, subcontract, or delegate any of its rights or obligations under this Agreement without Inmay’s prior written consent.