RTMS TERMS OF SERVICE (THE “TERMS”)

THESE TERMS FORM AN AGREEMENT BETWEEN YOU OR, IF YOU DULY REPRESENT A LEGAL ENTITY, THE LEGAL ENTITY YOU DULY REPRESENT (“YOU”) AND RED TECHNOLOGIES LLC (“RTMS”) GOVERNING YOUR ACCESS TO AND USE OF THE RTMS SOLUTIONS THROUGH ALL PLATFORMS.

PLEASE CAREFULLY READ THESE TERMS BEFORE ACTIVATING OR OTHERWISE USING RTMS’ TRANSPORTATION MANAGEMENT SYSTEM, PRODUCTS, AND SERVICES (INCLUDING, WITHOUT LIMITATION: (I) ANY AND ALL SOFTWARE (“SOFTWARE”) AND TECHNOLOGY MADE AVAILABLE TO YOU BY RTMS IN CONNECTION WITH RTMS’ PRODUCTS AND SERVICES; (II) ANY AND ALL DATA, REPORTS, TEXT, IMAGES, AND OTHER CONTENT MADE AVAILABLE THROUGH RTMS’ PRODUCTS AND SERVICES (THE “RTMS CONTENT”); AND (III) ANY NEW FEATURES ADDED TO OR AUGMENTING THE RTMS PRODUCTS AND SERVICES (COLLECTIVELY, THE RTMS PRODUCTS AND SERVICES AND THE FOREGOING (I), (II), AND (III) ARE REFERRED TO HEREIN AS THE “RTMS SOLUTIONS”).

BY ACCEPTING YOUR SUBSCRIPTION, PROCEEDING WITH ACCOUNT ACTIVATION, OR OTHERWISE USING ANY OR ALL OF THE RTMS SOLUTIONS, YOU AGREE TO BE BOUND BY THE THEN-CURRENT VERSION OF TERMS AND REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS.  YOU ACKNOWLEDGE THAT YOU ARE 18 YEARS OF AGE OR OLDER AND YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY.

RTMS MAY ADD TO, DELETE, OR CHANGE THESE TERMS WITHOUT NOTICE TO YOU AND YOUR CONTINUED USE OF THE RTMS SOLUTIONS CONSTITUTES YOUR AGREEMENT TO ALL SUCH CHANGES.

Subscription and Service Fees.  You agree to pay all subscription and service fees based on your pricing plan (e.g., monthly in advance or annually in advance) and invoiced to You (for clarity, if You duly represent a legal entity, the invoice will be sent to the legal entity that you represent) for the RTMS Solutions together with all associated tax.  These Terms also incorporate by reference all payment-related agreements that You may have entered into with RTMS, including but not limited to through the RTMS Solutions platform. All fees owed and amounts paid to RTMS are non-cancellable and non-refundable; provided that in the event RTMS Solutions terminates this Agreement for its convenience (and not for cause), RTMS Solutions will refund any pre-paid, unused fees to You on a pro-rata basis.

License Grant. Subject to your compliance with these Terms and only while these Terms are in effect: (i) You may access and use RTMS Solutions only for your internal business purposes, and (ii) RTMS hereby grants You a non-transferable, non-sublicensable, and non-exclusive right and license (“License”) to use the object code of any Software solely for your internal business purposes solely in connection with your internal use of RTMS Solutions.  RTMS reserves the right to modify the RTMS Solutions at any time in its sole discretion.

Ownership, Feedback and Information. All rights, title, and interest in and to RTMS Solutions and its components (including, without limitation, all intellectual property rights) remain with and belong exclusively to RTMS.  Any feedback you provide shall be deemed to be non-confidential. RTMS shall be free to use such information on an unrestricted basis.

Managed Services, Limited Grant of Agency.  To the extent required by RTMS to fulfill Managed Services You may purchase, You hereby appoints RTMS to act as its true and lawful agent for the limited purpose of providing those managed services for Your logistics needs pursuant to these Terms.  RTMS will have the power and authority to perform all tasks required or necessary to deliver the managed services, whether through technology or personnel, as required or necessary to accomplish administrative logistics management functions on Your behalf.  RTMS hereby accepts Your appointment as its agent and agrees to perform as directed by You according to these Terms.  For the purposes of this Paragraph “Managed Services, Limited Grant of Agency”, You are an enterprise shipper using the RTMS platform for transportation management of goods in which You have interest.  No part of this paragraph shall be construed as creating an agency relationship between RTMS and any transportation provider including any broker, forwarder, or carrier.

Service Levels, Maintenance.  RTMS agrees to use commercially reasonable efforts to maintain the availability of the RTMS Solutions and reply to support-related inquiries in a prompt manner. The RTMS Solutions may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance. RTMS shall use reasonable efforts to provide advance notice in writing or by email of any RTMS Solutions disruption. RTMS shall not be liable for any such unavailability or disruption of the RTMS Solutions, including any special, incidental, or consequential damages or losses, including, without limitation, loss of production, loss of goodwill, loss of business loss of use, or loss of revenue or profit.

Accounts, Passwords, and Security.  Certain features or services offered on or through the RTMS Solutions may require you to open an account (including setting up a user ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify RTMS immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by RTMS or any other user of or visitor to the RTMS Solutions due to someone else using your user ID, password or account as a result of your failing to keep your account information secure and confidential. You may not use anyone else’s user ID, password, or account at any time.

Authorized Users. Authorized users are your employees, agents, representatives, or independent contractors who you authorize to access and use the RTMS Solutions. You are solely and directly responsible for all acts or omissions of Authorized Users. Before an Authorized User is allowed to access the RTMS Solutions, they must accept all applicable terms and conditions and you must approve such access, acknowledging your responsibility for their access.

Restrictions and Your Obligations.  You may not use the RTMS Solutions for any purpose that is unlawful or to solicit the performance of any illegal activity or other activity which infringes the rights of RTMS or others.

You shall not, and shall not permit others to: (i) copy, reproduce, modify, create a derivative work of, decompile, frame, mirror, reverse engineer, reverse assemble, or otherwise attempt to discover any source code or sell, assign, sublicense, or otherwise transfer any right in the RTMS Solutions, (ii) access RTMS Solutions by any means other than through the interface that is provided by RTMS for use in accessing RTMS Solutions, (iii) resell, distribute, transmit, publicly display, or publicly perform the RTMS Solutions, or any copy thereof, by transfer, lease, license, loan, or any other means, or make it available for use by others in any time-sharing, service bureau, or similar arrangement; (iv) use RTMS Solutions in any manner that is not expressly permitted by these Terms, or to engage in any illegal activity, or (v) modify, translate, adapt, or create derivative works from the RTMS Solutions. Any rights not expressly granted herein are reserved and no license or right to use any trademark of RTMS or any third party is granted to You in connection with RTMS Solutions. You shall notify RTMS immediately of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of RTMS Solutions. You are responsible for use of RTMS Solutions by all employees, contractors, or other users that You allow to access RTMS Solutions or any portion thereof.

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the RTMS Solutions, or in any way reproduce or circumvent the navigational structure or presentation of the RTMS Solutions, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the RTMS Solutions.  You may not attempt to gain unauthorized access to any portion or feature of the RTMS Solutions, RTMS’ systems or networks, or any systems or networks connected to the RTMS Solutions or RTMS. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the RTMS Solutions, RTMS’ systems or networks, or any systems or networks connected to the RTMS Solutions or RTMS. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the RTMS Solutions or any transaction being conducted on the RTMS Solutions, or with any other person’s use of the RTMS Solutions. You may not probe, scan, or test the vulnerability of the RTMS Solutions or any network connected to the RTMS Solutions, nor breach the security or authentication measures on the RTMS Solutions or any network connected to the RTMS Solutions. You may not reverse look-up, trace or seek to trace any information on any other user of the RTMS Solutions, or any other customer of RTMS, including, without limitation, any RTMS account not owned by you, to its source, or exploit the RTMS Solutions, in any way where the purpose is to reveal any private information. You may not forge headers or otherwise manipulate identifiers to disguise the origin of any message or transmittal you send to RTMS on or through the RTMS Solutions. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You agree that any violation by you of these Terms will constitute an unlawful and unfair business practice and will cause irreparable harm to RTMS, for which monetary damages would be inadequate, and You consent to RTMS obtaining any injunctive or equitable relief that RTMS deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies RTMS may have at law or in equity.

Your Data.  You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials that You upload, post, deliver, provide, or otherwise transmit or store (hereafter “upload(ing)”) in connection with or relating to RTMS Solutions (“Your Data”). By uploading Your Data on or through RTMS Solutions, You hereby grant RTMS a non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, and perform Your Data in connection with RTMS Solutions. You further agree that RTMS may remove or disable Your Data in order to comply with law, protect its legal rights or the legal rights of others, or enforce these Terms; however, to the extent commercially, technically, and legally feasible, RTMS Solutions will coordinate with you in advance to find a resolution that does not deny You access to Your Data.

You hereby represent and warrant that: (i) You own all Your Data or have obtained all permissions, releases, rights, or licenses required to engage in Your uploading and other activities (and allow RTMS to perform its obligations) in connection with RTMS Solutions without obtaining any further releases or consents; and (ii) Your Data and Your other activities in connection with RTMS Solutions, and RTMS’ exercise of all rights and license granted by You herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive, or harassing.

While RTMS does deploy commercially reasonable measures designed to safeguard Your Data, including data back-up measures, You acknowledge that You bear sole responsibility for adequate security, protection, and backup of Your Data. RTMS will have no liability to You for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction, or loss of any of Your Data.

Term and Termination.  These Terms will remain in effect until terminated as set forth below.

RTMS reserves the right upon ninety (90) days prior, written notice to You, to terminate these Terms and Your access to the RTMS Solutions for any reason.  In such case, RTMS Solutions will coordinate with you in advance to identify a mechanism for return of Your Data to You.

You have the right to terminate these Terms prior to renewal of Your then-current subscription term to the RTMS Solutions and Your termination will be effective at the end of Your then-current subscription term.  In this case, Your notice of termination must be provided at least thirty (30) days prior to commencement of the renewal.

Further, a party may terminate these Terms for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Without limiting the generality of the foregoing, You agree that RTMS may, in its sole discretion and without prior notice terminate or suspend your access to the RTMS Solutions: (i) in the event you have violated these Terms; or (ii) as a result of: (a) an emergency matter related to the integrity or security of the RTMS Solutions; (b) requests by law enforcement or other government agencies; or (c) a request by you (self-initiated account deletions).

Upon termination or expiration of these Terms: (i) all licenses (including the License) granted by RTMS hereunder and all obligations of RTMS to provide RTMS Solutions shall immediately terminate, (ii) all of the Your Data on RTMS Solutions (if any) may be permanently deleted by RTMS. Within ten (10) days after the effective date of termination, You shall pay all remaining amounts owed for the RTMS Solutions, including, without limitation, for the remainder of any committed term of service or subscription period; except that in the event RTMS Solutions terminates this Agreement for its convenience (and not for cause), RTMS Solutions will refund any pre-paid, unused fees to You on a pro-rata basis. All provisions that by their nature survive the termination or expiration of these Terms shall survive.

Commitment to Performance.  RTMS is committed to the successful implementation of RTMS Solutions.  For users with an annual pricing plan, RTMS guarantees: (i) an accurate validation and execution of your order form or scope of work, to include a validation of the scope, costs, and timeline during implementation prior to your use of RTMS Solutions; and (ii) the successful completion of your user acceptance test (“UAT”) to include unit and integrated testing, functional use case validations, and a carrier and supplier connectivity validation. For avoidance of doubt, the RTMS guarantees stated in this Paragraph “Commitment to Performance” may not be applicable to Carriers who use the RTMS Solutions depending on the nature of their relationship with Spot. You must inform RTMS, in writing, within ten (10) calendar days of the UAT whether you accept the setup of RTMS Solutions. If, You and RTMS disagree on the implementation and successful completion of your UAT, these Terms can be canceled at no charge to You prior to your use of RTMS Solutions.  To the extent applicable, all guarantees mentioned here are subject to the Disclaimers and Limitations set forth below.

Additional Terms.  Additional terms and conditions may apply to specific portions of the RTMS Solutions, all of which terms are made a part of these Terms by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for a specific portion of the RTMS Solutions, the latter terms shall control with respect to your use of that portion of the RTMS Solutions.

Links to Other Sites.  The RTMS Solutions may contain links to other third-party web sites (“Linked Sites“). These Linked Sites are provided solely as a convenience to our visitors and to You. Such Linked Sites are not under RTMS’ control, and RTMS is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Security.  By using the RTMS Solutions, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the RTMS Solutions may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

DISCLAIMERS. RTMS SOLUTIONS, INCLUDING THE SOFTWARE AND RTMS SOLUTIONS CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND RTMS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT RTMS DOES NOT WARRANT THAT RTMS SOLUTIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF RTMS SOLUTIONS, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM RTMS OR THROUGH RTMS SOLUTIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. RTMS SOLUTIONS IS NOT A CARRIER OR SHIPPER AND YOU HEREBY RELEASE RTMS AND ITS’ AFFILIATES FROM AND AGAINST, AND AGREE TO HOLD RTMS AND ITS AFFILIATES HARMLESS FROM AND AGAINST, ANY AND ALL CLAIMS AND LIABILITY ARISING FROM OR RELATED TO ANY LOSS, DAMAGE, OR DESTRUCTION OF ANY SHIPMENTS, CARGO, OR PACKAGES, BODILY INJURY (INCLUDING DEATH), OR PROPERTY DAMAGE.

RTMS SOLUTIONS NOT A TRANSPORTATION SERVICE.  FOR THE AVOIDANCE OF DOUBT, RTMS IS NOT A TRANSPORTATION OR LOGISTICS SERVICE PROVIDER (INCLUDING A MOTOR CARRIER, PROPERTY BROKER, FREIGHT FORWARDER, OR OTHER INTERMEDIARY) AND THE SOFTWARE OR RTMS SOLUTIONS SHALL NOT BE CONSTRUED AS A TRANSPORTATION OR LOGISTICS SERVICE.  IN NO EVENT SHALL RTMS BE RESPONSIBLE FOR CARGO LOSS AND DAMAGE, FREIGHT CHARGES, VEHICULAR ACCIDENT OR OTHER CASUALTY SUCH AS BODILY INJURY (INCLUDING DEATH), PROPERTY DAMAGE, OR SIMILAR CLAIMS ASSOCIATED WITH ASSET OR NON-ASSET TRANSPORTATION OR LOGISTICS SERVICES.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL RTMS BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES, OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES IN EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, RTMS’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

IF RTMS DOES TAKE ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THESE TERMS, RTMS WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEYS’ FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO RTMS. YOU AGREE THAT RTMS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR TERMINATION OF YOUR ACCESS TO THE RTMS SOLUTIONS AS A RESULT OF ANY VIOLATION OF THESE TERMS.

Indemnification. You shall defend, indemnify, and hold harmless RTMS and its affiliates from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (i) your breach of these Terms, (ii) Your Data, or (iii) Your access, contribution to, use, or misuse of RTMS Solutions. RTMS shall provide notice to You of any such claim, suit, or demand. RTMS reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting RTMS’ defense of such matter.

U.S. Government Matters. You may not remove or export from the United States or allow the export or re-export of the Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

Non-Solicitation. You agree that while these Terms remain in effect and for a period of one (1) year thereafter, you will neither solicit for employment, nor identify for solicitation for employment by a third party, any employee of RTMS Solutions or Spot Freight Inc.

Marketing. You grant RTMS Solutions the right to use Your name, trademarks, and logo in promotional materials, publicity releases, advertising, and any other similar publications or communications.

Spot Freight, Inc. Customers and Carriers. Customers of Spot Freight, Inc. (“Spot”) and motor carriers or other service providers engaged by Spot to perform or arrange transportation services for Spot customers (each a “Carrier”) may be given the right to use the RTMS Solutions under these Terms.  Spot customers and Carriers, depending on the nature of their relationship with Spot, may not owe fees under these Terms for use of the RTMS Solutions.  Please contact your Spot representative for additional information.

Third Party Beneficiary. The Parties agree that Spot is an express third-party beneficiary of these terms and conditions and is entitled to enforce these terms and conditions, including but not limited to all provisions relating to payment, as if it were an original party hereto.

Article I.   SMS ALERTS PROGRAM

Carrier Drivers can be sent alert messages about scheduled pickups, deliveries, and their current or next loads by opting in for SMS alerts. You can trigger the opt-in process by texting ALERTS to 90150. You can opt-out at any time by texting STOP to 90150.

Opt-In/Opt-Out: To sign-up, text ALERTS to 90150. You will receive a text message inviting you to join the SMS Alerts Service. By replying YES, you will consent to the RED SMS Alert Service.

To Cancel: Text STOP to 90150. For support, text HELP to 90150 or call 317-643-6591 or click MySpot Driver Support.

Message and Data Rates May Apply. Messages will be sent up to 10 messages a month based on your current shipment status.

Limitations: RED SMS Alert Service is available on AT&T, T-Mobile, Sprint, Verizon, US Cellular, Metro PCS, Boost, Virgin Mobile (and others as they become available).

Carriers are not liable for delayed or undelivered messages.

Click here for our Privacy Policy.

Article II.   LOCATION ALERTS PROGRAM

Terms & Conditions: Mobile phone user privacy is extremely important to us at Spot Freight. Location coordinates are only gathered after the mobile phone user has agreed to use this service. The agreement process is commenced by Spot Freight sending an Opt-In SMS text message to the mobile user’s mobile phone. The mobile user can then accept this agreement by replying YES to the Opt-In SMS text message. At any time, the mobile user can cancel the Location Service’s ability to obtain their location coordinates by replying STOP to this Opt-In SMS text message.

Limitations: RED’s location services are available only on AT&T, T-Mobile, Sprint, US Cellular, Metro PCS, Boost, and Virgin Mobile. The location service will not be available if the phone is roaming or is turned off. Other Network Carriers will be added as they become available.

Location coordinates (longitude, latitude, and radius) will be obtained only when we have proper authorization from the user.

Message and Data rates may apply. Messages will be sent up to 10 messages a month based on your current shipment status.

Opt-In/Opt-Out:  To sign-up, text SIGNUP to 90150. You will receive a text message inviting you to join the Location Service. By replying YES, you will consent to Location Services.

To Cancel: Text STOP to 90150. For Support, text HELP to 90150 or call 317-643-6591 or click MySpot Driver Support.

Privacy: All customer data will be used only by Spot Freight and our partners to provide these services. We will not pass-on or re-sell your data to any third party. Location coordinate data is transmitted via Secure Socket Layer (SSL) technology into password protected servers. This information is retained in memory up to 12 months to determine and send the appropriate message and is never stored in a persistent format and is accessible only by the service for determining location and triggering Discount Information or Retail Specials.

Your Consent: By using RED’s SMS and Location Alerts, the user (you) consents to our privacy policy. To review our Privacy Policy, please visit:  https://spotinc.com/privacy-policy/ . In the case of changes to RED’s privacy policy, we will post those changes on this page.  

Important Message about your Cellular Provider (AT&T, Sprint, T-Mobile and others). This is not a Cellular Provider application. If you use this application, it may require your Cellular Provider to disclose your customer information, including Mobile Phone Location Information, to the application provider or some other third party. By providing your consent, you authorize your Cellular Provider to disclose your information to third parties to enable this application. Check the application’s terms of use and the policies for more information about how the application will collect, access, use or disclose your information. Terms of use and other policies usually are available on the application provider’s website. If you aren’t comfortable with the application’s policies, don’t use it. You acknowledge and agree that (1) your relationship with the application provider is separate from your relationship with your Cellular Provider; (2) your Cellular Provider is not responsible for this application; and (3) you will hold harmless your Cellular Provider and its subsidiaries, affiliates, officers, employees, agents, successors and assigns from any judgments, claims, actions, losses, liabilities or expenses arising from or attributable to this application or the acts or omissions of the application provider.

Carriers are not liable for delayed or undelivered messages.

Article III.   CARRIER ACCESS

Access to RTMS Solutions by Motor Carriers. Carriers may access RTMS Solutions to facilitate communication with and the provision of transportation services to the Carriers’ customers, which may include Spot. Such access shall be subject to these terms and conditions and the payment of any access fees agreed to between RTMS and the Carrier, if any.

Carrier’s Customer. Carrier acknowledges that it may provide transportation services pursuant to transportation agreements Carrier enters directly with users of the RTMS Solutions other than Spot (“Direct Loads”) and may, at times, provide transportation services pursuant to transportation agreements entered with Spot (“Spot Loads”). Where providing services for Direct Loads, the third-party user is considered Carrier’s customer, while Spot is Carrier’s customer for Spot Loads. The selection of a Carrier for Direct Loads is at the sole discretion of the customer.

Carrier Payment. Carrier agrees that the customer is solely responsible for payment to Carrier. In the event Spot agrees to pay Carrier on behalf of the customer for Direct Loads, Spot has no obligation to pay Carrier unless and until Spot receives payment from the customer.

Terms and Conditions of Spot Loads. The parties shall be subject to the terms and conditions of any applicable broker-carrier agreement between Spot and the Carrier for all Spot Loads.

Article IV.   DATA SECURITY AND PRIVACY POLICY

Privacy Policy: The RTMS privacy policy, including provisions related to the collection of personal information, can be found here.

Location Data: All location data is securely stored using technology and security features that safeguard the privacy of your location information, including:

• Maintaining and protecting the security of computer storage and network equipment;
• Security procedures that require user names and passwords to access sensitive data;
• Applying encryption or other appropriate security controls to protect location information when stored or transmitted by us;
• Limiting access to location information to only those with jobs requiring such access.

Article V.   CONTACTING US

If there are any questions regarding our location service, you may contact us using the information below.

Spot Freight, Inc.

141 South Meridian Street, Suite 200

Indianapolis, IN 46225

Email: legal@spotinc.com

Phone: 866-971-7768