Terms of Service
Agreement.
The following Terms of Service (the Terms) constitute a binding agreement between the person agreeing to these terms (you or your) and HaulFirst LLC (HaulFirst, we, our, and us), regarding your use of HaulFirst's website (the Website), its waste load management web platform (the Platform), and mobile application (the App, and collectively with the Website and the Platform, the Services).
By accessing or using the Services in any manner, including by checking an acceptance box, clicking to proceed, creating an Account, or otherwise electronically indicating your assent, you agree to be bound by these Terms.
If you are entering into these Terms on behalf of an entity, all references to you, your, or User in these Terms (other than in this paragraph) refer to the entity, and you represent and warrant that you are a duly authorized representative of the entity with the authorization to act on behalf of the entity and bind the legal entity to these Terms. You may use the Services only in compliance with these Terms.
PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH SECTION 26 BELOW.
Definitions.
a. "Account" means the registered account created by you to access and use the Services.
b. "Applicable Law" means all applicable federal, state, and local laws, statutes, regulations, ordinances, rules, orders, judgments, and other legally binding requirements in effect from time to time.
c. "Authorized Users" means anyone that you authorize to use the Services, including, without limitation, your employees, consultants, clients, external users, contractors, agents, and any other third parties with which you do business. For example, if you are a Fleet Owner, Fleet Drivers constitute a subset of your Authorized Users.
d. "Broker" means an independent individual or entity registered on the Services that arranges, coordinates, or facilitates hauling services between Centers and Haulers through the Services, but does not directly perform the hauling services associated with a Load.
e. "Center" means an individual or entity registered on the Services that generates, owns, controls, manages, or requires the transportation or removal of Loads through the Services.
f. "Communication Tools" means any in-App messaging functionality and/or telephonic connection features that allow you to communicate with other Users in connection with Loads.
g. "Dashboard" means an Account dashboard within the Services tailored to your use of the Services.
h. "Fees" means the total amounts charged in connection with a Load, including all amounts payable by a Center for the hauling of Loads, together with any applicable HaulFirst Fees.
i. "Fleet Drivers" means an individual authorized by a Fleet Owner to access the Services and perform hauling services under the Fleet Owner's Account.
j. "Fleet Owners" means an independent individual or entity registered on the Services that manages one or more Fleet Drivers under a single Account and that coordinates hauling across Fleet Drivers through such Account.
k. "Hauler" means an independent individual or entity registered on the Services that agrees to transport, remove, or otherwise handle Loads through the Services.
l. "HaulFirst Fee" means the fees retained by or payable to HaulFirst in connection with a Load or use of the Services, as determined by HaulFirst from time to time and as disclosed through the Services or otherwise agreed in writing.
m. "Loads" means a request or transaction created through the Services for the transportation, removal, or handling of waste, including all information provided by a Center regarding the materials, quantity, classification, pickup location, destination, timing, and related instructions.
n. "Solo Hauler" means an individual or single-entity hauler that operates independently and is not acting as a Fleet Owner or Broker on the Services.
o. "User" means any user who participates in the Services, including, without limitation, all Haulers, Centers, and Brokers, and their respective employees and agents.
p. "User Arrangements" means any agreement, understanding, confirmation, scope of work, rate agreement, subcontract, or other arrangement relating to a Load and entered into between Users.
Modification to Terms.
HaulFirst reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. The date of the last modification to the Terms will be posted at the beginning of these Terms.
It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you agree to be bound by any modified Terms.
Privacy.
These Terms include the provisions in this document, as well as those in our Privacy Policy.
Our Services.
General Overview.
The Services operate an online marketplace connecting Centers with Haulers or Brokers to arrange for the hauling of Loads. Subject to your continued compliance with these Terms, HaulFirst grants you a limited, non-exclusive, non-transferable, and revocable right to access and use the Services solely for your internal business purposes and only as expressly permitted by these Terms. You may not assign, transfer, delegate, share, or otherwise permit any third party to access or use the Services except as expressly authorized by HaulFirst.
Centers use the Services, among other things, to post available Loads, review Haulers’ compliance documents, track Load status, verify completed hauls, and receive batch statements. Haulers use the Services, among other things, to claim Loads, complete pickups and deliveries of Loads, upload disposal and scale tickets for Loads, and submit Loads for verification. Brokers use the Services, among other things, to arrange and coordinate hauling services on behalf of Centers, assign or subcontract Loads to Haulers operating under or through their Accounts, manage related documentation, and oversee payment arrangements associated with such Loads. The Services support multiple types of Hauler accounts, including Solo Haulers, Fleet Owners, and Brokers. All Loads performed through the Services are associated with the applicable Center, Hauler or Broker account, as applicable.
Following submission and verification of a Load through the Services, applicable Fees may be processed in accordance with HaulFirst’s then-current payment procedures and schedules, which may be modified from time to time. Any payment timing references displayed in the Services are estimates only and not guarantees.
HAULFIRST DOES NOT PERFORM HAULING SERVICES, TAKE POSSESSION OF LOADS, SUPERVISE OR CONTROL USERS’ OPERATIONS, OR DETERMINE THE MANNER OR MEANS BY WHICH USERS’ SERVICES ARE PERFORMED.
Accounts.
You must sign up for an Account in order to access and use the Services. During Account registration, you must designate the applicable account type (e.g., Center, Hauler, Broker, specific type of Hauler, etc). You agree to provide us with accurate, complete, and updated registration information about yourself. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for any and all activities that occur under your Account. You agree to immediately notify HaulFirst of any unauthorized use of your Account or any other breach of security. HaulFirst will not be liable for any loss or damage arising from your failure to comply with this Section. You may not transfer your Account to anyone else. If you would like us to terminate your Account, you can do so via your Dashboard. You further expressly authorize HaulFirst, at its sole discretion, to review, maintain, verify, and validate the information you provide to us using any reasonable business means, including the use of a third-party managed and operated or publicly available databases. Consistent with this authorization, you acknowledge and agree that we may share the information you provide with third parties so that we can validate your credentials.
Dashboard.
HaulFirst may provide you with access to a Dashboard. Depending on your role (e.g., Center, Hauler, Broker, etc.), the Dashboard may include access to Load statuses, transaction histories, payment logs, statements, and other Account-related information. You acknowledge that all information made available through the Dashboard is provided for convenience only and may be subject to change, delay, or correction. You are responsible for reviewing your Dashboard information and promptly notifying HaulFirst of any discrepancies.
Authorized Users.
You are responsible for provisioning and managing your Authorized User accounts, for your Authorized Users’ actions through the Services and for their compliance with these Terms. You will ensure that Authorized Users keep their login credentials confidential and will promptly notify us upon learning of any compromise of Authorized User accounts or credentials.
Fleet Owners and Fleet Drivers.
If you operate as a Fleet Owner, you are solely responsible for the acts, omissions, performance, supervision, and conduct of all Fleet Drivers and other personnel operating under your Account, as well as all compensation, payment arrangements, benefits, tax reporting and withholdings, insurance coverage, licensing, and regulatory compliance relating to Fleet Drivers and your operations.
Fleet Drivers authorized under a Fleet Owner Account act solely on behalf of, and under the direction and control of, the applicable Fleet Owner.
Fleet Drivers operating under a Fleet Owner Account may not have access to Load payout information.
Communication Tools.
HaulFirst may make available certain Communication Tools as part of the Services’ functionality. The Communication Tools are provided solely to facilitate operational coordination relating to Load completion. We do not control, endorse, monitor, verify, or assume responsibility for the content, accuracy, legality, or reliability of any communications exchanged through the Communication Tools. You are solely responsible for your communications and for ensuring that all information you share is accurate, lawful, and appropriate.
We reserve the right, but have no obligation, to monitor, retain, review, restrict, suspend, or disable access to the Communication Tools at any time and for any reason, including for misuse or violation of these Terms.
Support.
HaulFirst may, in its discretion, provide support for the Services in accordance with its then-current support policies, as may be updated from time to time.
Eligibility.
If you are younger than 18, you may not use the Services.
Acceptable Use.
HaulFirst hereby grants you permission to access and use the Services, provided such use is in compliance with these Terms, and you further specifically agree that your use will adhere to the following restrictions and obligations:
a. You may only use the Services for your own internal business purposes and in accordance with these Terms and any codes of conduct provided by HaulFirst. You may not transfer your access to others or allow others to access the Services through your own access.
b. You may only use the Services for lawful activity. It is your responsibility to comply with all Applicable Laws.
c. You may not use the Services in any manner that HaulFirst deems to be harmful, violent, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
d. You may not submit content to the Services that you do not have the right to submit. For example, you may not submit content through the Services that includes the likeness or intellectual property of another person, except to the extent you obtain prior express permission from that person.
e. You may not copy, rip, or capture any content encountered on the Services. This includes bulk copying or "scraping" any portion of the Services content using a bot or other tool.
f. You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.
g. You may not enter, store or transmit viruses, worms or other malicious code within, through, to or using the Services.
h. You may not defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services.
i. You may not remove or obfuscate any product identification, copyright or other proprietary notice from any element of the Services or associated documentation.
j. You may not use the Services to identify, solicit, or contract with another User outside of the Services for the purpose of avoiding Haulfirst Fees or otherwise circumventing the Services.
k. You may not post, submit, or transmit inaccurate, misleading, or incomplete information regarding a Load, including the type, quantity, classification (including hazardous status), weight, destination, or required permits.
l. You may not upload or submit falsified, altered, misleading, or fabricated scale tickets, disposal receipts, compliance documentation, insurance certificates, permits, or other records.
m. You may not use the Services if you lack the licenses, permits, insurance, or regulatory authority required to perform the services you represent that you will perform.
n. You may not post or transport hazardous, illegal, or prohibited materials unless properly disclosed and permitted under Applicable Law. HaulFirst may immediately suspend Accounts, cancel Loads, withhold payouts, and cooperate with regulators if such materials are suspected.
User Verification; No Endorsement; No Reliance.
HaulFirst may, in its discretion, perform certain verification procedures relating to Users' registration on the Services, including identity checks, business verification, or review of licenses, insurance, or other documentation ("Verification Activities"). Any such Verification Activities are limited in scope, may be automated or manual, may rely on third-party sources, and may not detect inaccuracies, misconduct, or noncompliance. Verification Activities are conducted solely for HaulFirst's internal business purposes and do not constitute an endorsement, certification, guarantee, warranty, or representation by HaulFirst regarding any User's identity, qualifications, licensing status, insurance coverage, financial stability, regulatory compliance, or fitness to perform services.
You acknowledge and agree that you are solely responsible for conducting your own independent verification of any User with whom you choose to engage on the Services, including verification of identity, authority, licensing, insurance, qualifications, regulatory compliance, and ability to perform a Load. You agree that you will not rely on any Verification Activities performed by HaulFirst. Nothing in the Services creates any obligation for HaulFirst to conduct ongoing monitoring, background checks, re-verification, or compliance audits of any User.
User Arrangements.
HaulFirst acknowledges and agrees that HaulFirst (i) is not a party to, and does not determine, control, negotiate, endorse, or guarantee, any User Arrangement, including, without limitation, relating to internal compensation arrangements, payment allocations, commission structures, margins, subcontracting terms, or any other matters and (ii) does not supervise, direct, or control the business operations, compensation practices, or contractual relationships among Users and has no responsibility for the accuracy, fairness, legality, or performance of any User Arrangement. All User Arrangements are solely between the applicable parties to such agreement. You agree that any claims arising from or relating to a User Arrangement must be brought solely against the applicable User(s) and not against HaulFirst. All User Arrangements are undertaken at your own risk.
HaulFirst expressly disclaims any and all liability arising out of or relating to User Arrangements, and you hereby release, waive, and covenant not to assert any claims against HaulFirst arising out of or relating to any User Arrangements.
To the extent you enter into any User Arrangements, you agree that such User Arrangements will not contradict, conflict with, modify, waive, or otherwise frustrate these Terms, the Privacy Policy, any Load-specific terms or details agreed to through the Services, or any other agreement between you and HaulFirst (collectively, the "HaulFirst Agreements"). In the event of any inconsistency between a User Arrangement and any HaulFirst Agreement, the HaulFirst Agreement shall control as between you and HaulFirst.
Nothing in the Services creates any partnership, joint venture, employment, agency, fiduciary, brokerage, or representative relationship between HaulFirst and any User.
Payment; Disputes; Chargebacks.
Payment and Billing Information.
By providing a credit card or other payment method for the payment of Fees, you represent and warrant that you are authorized to use the designated payment method and that you authorize our third-party payment processor to charge your payment method for the total amount of your Fee(s) (including any applicable taxes and other charges) (collectively, as applicable, an "Transaction"). If the payment method cannot be verified, is invalid, or is otherwise not acceptable, you must resolve any problem we (or our third-party payment processor) encounter. You acknowledge that the amount billed may vary due to promotional offers, changes in the Services, or changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.
Platform Role; No Payment Guarantee.
HaulFirst is not a party to any User Arrangements, is not a guarantor of payment or performance under such User Arrangements. All payment obligations arise solely between the applicable User(s), as determined by the structure of the applicable User Arrangement.
Payment Processing.
HaulFirst facilitates payment processing through the Services. However, such processing is provided for convenience only. You agree that payments may be subject to third-party payment processor terms, holds, reversals, chargebacks, clawbacks, banking delays, errors, or adjustments. HaulFirst does not control and is not responsible for the actions of payment processors, financial institutions, or initiating parties.
Chargebacks, Clawbacks, and Reversals.
You acknowledge and agree that payments may be reversed, clawed back, disputed, or otherwise invalidated by the paying party, a financial institution, or a payment processor (each, a "Reversal"). If a Reversal occurs for any reason, you agree that:
1. The financial risk of such Reversal is borne solely by the User(s);
2. HaulFirst shall not be liable for any amounts subject to Reversal; and
3. You remain responsible for resolving the underlying dispute directly with the other User(s) or any other third party.
HaulFirst may use commercially reasonable efforts to review or investigate Reversals or other reported payment disputes; however, HaulFirst has no obligation to resolve such disputes and makes no representations regarding outcomes.
Broker-Specific Payment Responsibility.
If you operate as a Hauler and accept Loads through a Broker, you acknowledge and agree that:
1. HaulFirst has no obligation to pay you for Loads arranged through a Broker; and
2. Your sole recourse for nonpayment is against the applicable Broker.
Haulers operating under a Broker may receive payment amounts determined by the applicable Broker, which may reflect a Broker-controlled margin or adjustment. If you operate as a Broker, you agree to pay Haulers in accordance with your agreed terms and promptly following your receipt of payment (if payment flows through you). You are solely responsible for all payment obligations owed to Haulers.
Suspension for Abuse.
HaulFirst reserves the right, in its sole discretion, to suspend, restrict, or remove any Account if it determines that a User is engaging in fraudulent, abusive, excessive, or bad-faith payment disputes, chargebacks, or clawbacks.
Pricing and Availability.
All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. Prices may be adjusted at any time and for any reason (or no reason) and without providing you prior notice. Products or services are subject to availability, and we reserve the right to cancel all or part of the Services and to discontinue making certain Services available without prior notice.
Regulatory Compliance.
You are solely responsible for complying with all Applicable Law relating to your use of the Services and the services you provide to or receive from other Users via the Services, including, without limitation, all licensing requirements, environmental requirements, transportation requirements, and safety standards. HaulFirst does not supervise, monitor, or control Users’ compliance with Applicable Law, and you acknowledge and agree that HaulFirst shall have no responsibility or liability arising out of or relating to any User’s failure to comply with Applicable Law.
Content.
HaulFirst Content.
As between you and HaulFirst, HaulFirst owns all right, title and interest in and to the materials available through the Services other than Your Content and Other User Content (as both are defined below), including, but not limited to, text, graphics, data, articles, photos, images, videos, and illustrations (all of the foregoing except Your Content and Other User Content, the "HaulFirst Content").
Your Content.
As between you and HaulFirst, you own all of the content that you submit through the Services (collectively, "Your Content"). You grant to HaulFirst a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, access, copy, adapt, modify, distribute, publicly display, transmit, and otherwise exploit Your Content, in any media, in order to provide the Services to you.
To the extent you make Your Content available to other Users of the Services, you hereby grant all Users of the Services who have access to Your Content the worldwide, irrevocable, perpetual, non-exclusive, royalty-free license to view, reproduce, download, and otherwise exploit Your Content as necessary to use the Services.
You acknowledge and agree that you are solely responsible for Your Content. Accordingly, you represent and warrant that you have all rights, licenses, consents and releases that are necessary to grant to HaulFirst the license above. If Your Content violates these Terms in any way, we reserve the right to remove Your Content from the Services.
Other User Content.
Just as you are responsible for Your Content, other users of the Services are responsible for the content they submit and create through the Services (collectively, "Other User Content"). Although HaulFirst reserves the right to review, moderate, or remove any content that appears on the Services, we are not required to do so. WE DO NOT MAKE ANY GUARANTEES ABOUT THE ACCURACY OF OTHER USER CONTENT, INCLUDING INFORMATION ABOUT USERS AND THEIR SERVICES.
Feedback.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). You agree that HaulFirst has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Services.
Modification to Services.
HaulFirst may modify the Services from time to time. HaulFirst shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any other third party may incur as a result of changes to the Services.
Notices of Copyright Infringement.
HaulFirst respects copyright law and expects our users to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA") of 1998, the text of which may be found on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, HaulFirst will respond to claims of copyright infringement committed using the Services that are reported to us, provided they meet the criteria below.
If you are a copyright owner, or a designated agent thereof, please report alleged copyright infringements taking place on or through the Services by providing us the following information (the "Notice"):
a. the identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a comprehensive list of the copyrighted works that you claim have been infringed;
b. the material that you claim is infringing, and information reasonably sufficient to permit us to locate the material, including at a minimum, the URL of the link shown on the Services where such material may be found;
c. your mailing address, telephone number, and, if available, email address;
d. a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
e. a statement that the information in this Notice is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed; and
f. your full legal name and your electronic or physical signature.
You may deliver this notice, with all items completed, to us, as follows:
HaulFirst LLC
7901 4th St N #9268
St. Petersburg, FL, 33702, USA
Upon receipt of the Notice as described above, HaulFirst will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.
Termination.
HaulFirst may immediately and without notice terminate these Terms and disable your access to the Services for any or no reason.
Provisions that by their nature should survive termination will survive, including limitations of liability, ownership, intellectual property, indemnification, and dispute terms.
Indemnification.
To the fullest extent allowed by Applicable Law, you agree to indemnify, defend, and hold HaulFirst, its parents, affiliates, subsidiaries, officers, directors, employees, agents, contractors, service providers, and representatives (collectively, the "HaulFirst Parties") harmless from and against any and all claims, demands, actions, proceedings, investigations, audits, inquiries, losses, liabilities, damages, judgments, settlements, fines, penalties, interest, costs, and expenses (including reasonable attorneys’ fees and enforcement costs), whether actual or alleged, arising out of, relating to, or resulting from: (a) your access to or use of the Services, including any actions taken through your Account (whether by you or any third party); (b) your violation of these Terms, Applicable Law, or any rights of a third party; (c) any User Arrangement or dispute between you and any other User; (d) your acts or omissions in connection with any Load; or (e) any effort to hold any HaulFirst Party responsible for your conduct or obligations. HaulFirst reserves the right to assume the exclusive defense and control of any matter subject to indemnification at your expense, and you agree to cooperate fully in the defense of such matter. You may not settle any claim in a manner that imposes liability, obligations, or admissions on any HaulFirst Party without HaulFirst’s prior written consent. Your indemnification obligations are primary and not contributory with any insurance maintained by HaulFirst and will survive suspension or termination of your Account or these Terms.
Release of HaulFirst From Liability for Disputes Among Users.
YOU ASSUME ALL RISK REGARDING YOUR INTERACTIONS WITH ANY OTHER USERS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION:
1. THE FAILURE OF A CENTER, HAULER, BROKER, FLEET OWNER, OR FLEET DRIVER TO PERFORM OR COMPLETE A LOAD AS AGREED;
2. DELAYS, CANCELLATIONS, IMPROPER PICKUPS, DELIVERY ERRORS, OR FAILURE TO MEET TIMING REQUIREMENTS;
3. NONPAYMENT, UNDERPAYMENT, CHARGEBACKS, CLAWBACKS, OR OTHER PAYMENT DISPUTES;
4. MISREPRESENTATION OF LOAD DETAILS, INCLUDING THE TYPE, QUANTITY, WEIGHT, CLASSIFICATION (INCLUDING HAZARDOUS STATUS), OR CONDITION OF MATERIALS;
5. REGULATORY NONCOMPLIANCE, LICENSING DEFICIENCIES, INSURANCE LAPSES, OR VIOLATIONS OF ENVIRONMENTAL, TRANSPORTATION, OR SAFETY LAWS;
6. PROPERTY DAMAGE, ENVIRONMENTAL CONTAMINATION, PERSONAL INJURY, OR OTHER LOSSES ARISING FROM HAULING ACTIVITIES; AND
7. FRAUDULENT, DECEPTIVE, OR UNLAWFUL CONDUCT BY ANY USER.
YOU HEREBY RELEASE AND HOLD HAULFIRST PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ASSERTED OR UNASSERTED, THAT ARISE OUT OF OR RELATE TO (I) THE ACTIONS, INACTIONS, CONDUCT, OR ALLEGED MISCONDUCT OF ANY OTHER USER; (II) ANY USER ARRANGEMENT OR LOAD; (III) ANY PAYMENT DISPUTE, CHARGEBACK, CLAWBACK, OR NONPAYMENT; (IV) HAULFIRST’S INVESTIGATION OF, RESPONSE TO, OR DECISION REGARDING A PAYMENT DISPUTE; (V) HAULFIRST’S SUSPENSION, WITHHOLDING, OFFSET, OR RECOVERY OF FUNDS; (VI) ANY REGULATORY, ENVIRONMENTAL, OR SAFETY ISSUE ARISING FROM A LOAD; OR (VII) THE RELATIONSHIP, DEALINGS, OR INTERACTIONS BETWEEN YOU AND ANY OTHER USER OF THE SERVICES.
YOU FURTHER AGREE NOT TO ASSERT, FILE, OR MAINTAIN ANY CLAIM AGAINST ANY HAULFIRST PARTY ARISING FROM OR RELATING TO SUCH MATTERS.
YOU FURTHER WAIVE ANY PROTECTION UNDER ANY STATUTE OR COMMON LAW PRINCIPLE THAT WOULD OTHERWISE LIMIT THE SCOPE OF A GENERAL RELEASE, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
THIS RELEASE SHALL SURVIVE TERMINATION OF THESE TERMS AND YOUR USE OF THE SERVICES.
Disclaimer of Warranties.
YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES, HAULFIRST CONTENT, AND OTHER USER CONTENT ARE ALL PROVIDED "AS IS," AND HAULFIRST AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. HAULFIRST AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE SERVICES.
Because some states do not permit disclaimer of implied warranties, you may have additional rights under your local laws.
Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL HAULFIRST BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO HAULFIRST IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Confidentiality.
Confidential Information.
In connection with your access to and use of the Services, you may receive or have access to certain non-public, proprietary, or confidential information relating to HaulFirst or the Services ("Confidential Information"). Confidential Information includes, without limitation: software, technology, source code, object code, APIs, platform functionality, business methods, fee structures, pricing models, algorithms, payment allocation logic, product roadmaps, documentation, security practices, system architecture, data compilations, analytics, non-public financial information, and any other information that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that you can demonstrate: (i) is or becomes publicly available without breach of these Terms; (ii) was lawfully known to you prior to disclosure by HaulFirst; or (iii) is independently developed by you without use of or reference to HaulFirst’s Confidential Information.
Use and Protection.
You agree to use Confidential Information solely as necessary to access and use the Services in accordance with these Terms. You shall not disclose, distribute, publish, transmit, copy, reproduce, reverse engineer, exploit, or otherwise use Confidential Information for any purpose other than as expressly permitted herein. You shall protect Confidential Information using at least the same degree of care you use to protect your own confidential information of similar nature, and in no event less than reasonable care.
Compelled Disclosure.
If you are required by law, court order, or governmental authority to disclose Confidential Information, you shall provide prompt written notice to HaulFirst (to the extent legally permitted) and reasonably cooperate with HaulFirst’s efforts to seek protective treatment.
Ownership; No License.
All Confidential Information remains the sole and exclusive property of HaulFirst. Except for the limited access rights expressly granted under these Terms, no license, ownership right, or other interest in Confidential Information is granted to you by implication or otherwise.
Injunctive Relief.
You acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm to HaulFirst for which monetary damages may be inadequate. Accordingly, HaulFirst shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, without the requirement to post bond.
Survival.
Your obligations under this Section shall survive termination of these Terms and your use of the Services.
Payment Processing.
Payment Processing Services.
The Services use Stripe Payments and Stripe Connect (collectively, "Stripe") to facilitate transactions between Users. Centers are charged as customers through Stripe Payments. Haulers (including Fleet Owners and, where applicable, Brokers) are onboarded as connected accounts through Stripe Connect for purposes of receiving payouts.
Merchant of Record; Collection of Funds.
For payment processing purposes only, HaulFirst may be designated as merchant of record through Stripe. Upon successful charge of a Center's designated payment method, funds are collected through Stripe and reflected in HaulFirst's Stripe balance as part of Stripe's standard processing and settlement flow. HaulFirst may temporarily receive and hold the full payment amount pending verification, settlement, allocation, payout processing, reserves, or adjustments, in accordance with these Terms and Stripe's procedures. You acknowledge and agree that the timing of settlement and payout is subject to Stripe's processing timelines, risk reviews, reserve requirements, and payout controls.
Allocation of Fees; Platform Fees.
Payment allocation, including the calculation and retention of HaulFirst Fees, is programmatically determined through Stripe's APIs and Connect functionality in accordance with HaulFirst's then-current fee structure. HaulFirst may deduct or retain HaulFirst Fees and any other amounts owed to HaulFirst prior to initiating payout to a Hauler or Broker.
Payouts to Haulers.
Hauler payouts are executed through Stripe Connect's connected account payout system and are subject to Stripe's terms, verification requirements, risk controls, reserves, holds, reversals, and payout schedules. HaulFirst does not guarantee the timing, availability, or uninterrupted processing of payouts. Payout timing may vary based on verification status, dispute status, chargeback exposure, or other risk-based factors.
Stripe Terms; Separate Agreement.
By using payment functionality within the Services, you agree to be bound by the applicable Stripe Connected Account Agreement, Stripe Services Agreement, and related Stripe terms and policies (collectively, the "Stripe Terms"), as may be updated from time to time. You acknowledge that your agreement with Stripe is separate from these Terms and that HaulFirst is not responsible for Stripe's performance, errors, security, availability, or compliance obligations.
Modification of Payment Procedures.
HaulFirst reserves the right to modify payment procedures, payout timing, batching methodology, allocation rules, or processing workflows at any time in its discretion, subject to Applicable Law.
Notices.
Any notices or other communications permitted or required hereunder will be in writing and given by HaulFirst (i) via email (in each case to the address that you provide) or (ii) by posting to the Website.
No Waiver.
The failure of HaulFirst to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
Assignment.
You may not assign or transfer these Terms, by operation of law or otherwise, without HaulFirst's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. HaulFirst may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Unless a person or entity is explicitly identified as a third party beneficiary to these Terms, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.
Severability.
If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Governing Law; Arbitration.
These Terms are governed by and will be construed under the laws of the state of Florida, without regard to the conflicts of laws provisions thereof. The arbitration shall be held in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitration shall be held in St. Petersburg, Florida. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in St. Petersburg, Florida. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND HAULFIRST ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Entire Agreement.
These Terms constitute the entire agreement between you and HaulFirst regarding your use of the Services, and supersede all prior written or oral agreements.
Survival.
Any provisions of these Terms that by their nature should survive termination, expiration, or suspension of your Account or these Terms shall survive.
Contact Us.
If you have any questions about the Services, please do not hesitate to contact us at team@haulfirst.com.