Haularo Terms of Service
These Terms of Service (the “Terms”) are an agreement between ⟦Haularo legal entity name⟧ (“Haularo”, “we”, “us”) and the company that creates a Haularo account (“Customer”, “you”). By checking the box and creating an account, the individual doing so agrees to these Terms on behalf of Customer and represents that they are authorized to bind Customer. The Data Processing Addendum (“DPA”) and the Acceptable Use Policy (“AUP”) are part of these Terms. If Customer has signed an order form or a separate agreement with Haularo, that document controls where it conflicts with these Terms; the DPA controls over these Terms for Customer Data.
1. The service
1.1 Access. During the subscription term, Haularo grants Customer a non-exclusive, non-transferable right for its Authorized Users to use the Haularo transportation management service (the “Service”) for Customer’s internal business. “Authorized Users” are Customer’s employees and contractors, its drivers using the driver app, and the brokers’ and shippers’ users Customer invites to its partner portal.
1.2 Restrictions. Customer will not, and will not let anyone: copy, modify or reverse engineer the Service; resell it or use it as a service bureau; scrape it or access it by automated means other than the documented API; circumvent rate limits or security; use it to build a competing product; publish benchmarks without our consent; or use it in violation of the AUP or the law.
1.3 Users and credentials. Customer is responsible for its Authorized Users, their compliance with these Terms, and all activity under their accounts and under Customer’s API keys. Customer will keep credentials confidential and tell us promptly of any unauthorized use.
1.4 Changes to the Service. We may improve and change the Service. We will not materially reduce its core functionality during a paid term without notice and, if the change is material and adverse to Customer, a pro-rata refund of prepaid fees on termination.
2. Data
2.1 Customer Data. “Customer Data” is the data Customer and its Authorized Users put into the Service, including data about Customer’s drivers, vehicles, loads, customers and partners. Customer owns Customer Data. Customer grants Haularo a license to use Customer Data only to provide, secure, support and improve the Service, as described in the DPA. We do not sell Customer Data.
2.2 Customer’s responsibilities for data. Customer is responsible for the accuracy of Customer Data and for having every notice, consent and legal basis needed to put it into the Service, including notices to and consents from its drivers for location tracking and photographs, and its obligations as an employer and as the user of consumer reports such as motor vehicle records under the Fair Credit Reporting Act. Haularo is not a consumer reporting agency and does not furnish consumer reports.
2.3 Usage Data. Haularo may collect data about how the Service is used and create aggregated or de-identified data that does not identify Customer or any individual, and may use it to operate and improve the Service. We will not sell or publish it in a form that identifies Customer or any person.
2.4 Export and deletion. Customer may export Customer Data at any time with the Service’s export tools, including after the subscription ends. We keep Customer Data after the subscription ends, protected as described in the DPA, until Customer asks us to delete it; we then delete it within 30 days of the request, except copies in backups, which expire on their normal cycle, and data we must keep by law.
2.5 Not a system of record. The Service is not designed to be Customer’s only record for regulatory purposes. Customer is responsible for keeping the records the law requires it to keep, for as long as it requires, including by exporting them before the subscription ends.
3. Trucking operations and regulatory responsibility
3.1 Customer’s regulatory responsibility. Customer is solely responsible for its compliance with the Federal Motor Carrier Safety Regulations (including 49 CFR Parts 40, 382 and 390–396), hazardous materials rules, state law, and its operating authority and insurance filings. This includes driver qualification files (§391.51), medical certification, its drug and alcohol testing program and Clearinghouse queries, motor vehicle records and annual reviews, hours of service, inspections, repair and maintenance, driver vehicle inspection reports, its accident register (§390.15), record retention, and fuel tax (IFTA) and apportioned registration (IRP) filings. Checklists, reminders, forms, registers and reports in the Service are administrative tools; they do not decide whether a driver is qualified, a vehicle is safe or a filing is correct.
3.2 Not an ELD. The Service is not an electronic logging device and is not registered as one with FMCSA. It does not record hours of service for compliance. Location recorded by the Service is not an automatic on-board recording device, and the Service is not a collision-avoidance or safety system. THE SERVICE IS NOT A SUBSTITUTE FOR SAFE AND LAWFUL DRIVING OR FOR ACTIVE SUPERVISION OF DRIVERS.
3.3 Not a broker, carrier, insurer or adviser. Haularo does not arrange, carry or insure freight, does not guarantee any payment, and does not give legal, tax, accounting or safety advice. The partner portal, the API and EDI only carry Customer’s data between Customer and its partners. Rate confirmations, tenders, claims and payments are solely between Customer and its partners.
3.4 Estimates. Fuel tax worksheets, miles by jurisdiction, costs, margins, profitability, rate and load recommendations, distances, times and AI output are estimates. Customer will review them before filing, invoicing, quoting or dispatching. Haularo is not responsible for any tax, penalty, interest or assessment.
3.5 Dispatch and safety decisions. Accepting loads, choosing routes, assigning drivers and deciding whether a vehicle or driver may operate are Customer’s decisions alone. Customer will not let drivers use the Service while driving in a way the law prohibits.
3.6 EDI and API. Customer is responsible for the accuracy of data it exchanges by EDI or the API, for mappings and for its agreements with trading partners. Webhooks are delivered on a best-effort, at-least-once basis.
3.7 Proof of delivery. Photos, signatures and records captured in the Service are Customer’s evidence; Haularo does not guarantee that they satisfy any contract or law.
4. Fees
4.1 Customer will pay the fees for its plan in advance, in US dollars, by the payment method on file or within 30 days of invoice. Fees exclude taxes; Customer pays applicable sales, use and similar taxes other than taxes on our income.
4.2 Overdue amounts bear interest at the lesser of 1.5% per month and the maximum lawful rate. If an amount is more than 15 days overdue after notice, we may suspend the Service until it is paid.
4.3 Renewal. Subscriptions renew automatically for the same period (never longer than 12 months) unless either party cancels before the end of the current period. Customer can turn off renewal in the Service at any time. We will send a reminder at least 30 days before an annual renewal. Price changes apply from the next renewal and are announced at least 30 days in advance.
5. Term, suspension and termination
5.1 These Terms last as long as Customer has a subscription. Either party may terminate for the other’s material breach not cured within 30 days of notice, or immediately if the other becomes insolvent.
5.2 We may suspend access immediately and only as far as needed if Customer’s use threatens the security or integrity of the Service or others, violates the AUP or the law, or exposes us to legal liability. We will tell Customer and restore access when the issue is resolved.
5.3 On termination, Customer’s access ends, Section 2.4 applies, and Customer pays fees owed. Termination by Customer for our uncured breach entitles it to a refund of prepaid fees for the remaining term.
6. Confidentiality
Each party will use the other’s confidential information only to perform under these Terms, protect it with at least reasonable care, and share it only with people who need it and are bound by similar duties. This lasts for the term and five years after, and for trade secrets as long as they remain trade secrets. Customer Data is also protected by the DPA.
7. Warranties and disclaimers
7.1 We warrant that the Service will perform materially as described in its documentation. If it does not, Customer’s remedy is that we will correct it, and if we cannot within 30 days of notice, Customer may terminate and receive a refund of prepaid fees for the remaining term.
7.2 EXCEPT AS STATED IN SECTION 7.1, THE SERVICE IS PROVIDED “AS IS”. FLEETPILOT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANALYTICS, ESTIMATES, AI OUTPUT OR THIRD-PARTY DATA WILL BE ACCURATE.
8. Beta and AI features
Features marked beta or preview are provided as is, without any warranty, service level or indemnity, and may change or end. AI features can produce inaccurate output; a person must review it before relying on it, and it must not be relied on for safety, compliance, legal or tax decisions or for decisions about hiring, firing or paying drivers. When an AI provider processes Customer Data, it does so as our subprocessor under the DPA and not to train its models.
9. Indemnification
9.1 Haularo will defend Customer against third-party claims that the Service infringes a US patent, copyright or trademark or misappropriates a trade secret, and pay resulting damages and costs finally awarded or agreed in settlement. This does not apply to claims caused by Customer Data, modifications not made by us, or combinations with things we did not provide. If a claim is made or likely, we may modify the Service, obtain a license, or terminate and refund prepaid fees for the remaining term.
9.2 Customer will defend Haularo against third-party claims arising from Customer Data (including lack of notice or consent), Customer’s or its Authorized Users’ violation of law or of the AUP, and Customer’s operations — including freight, cargo, accidents, drivers, employment, and relationships with brokers, shippers and carriers — and pay resulting damages and costs finally awarded or agreed in settlement.
9.3 The indemnified party will notify the other promptly, give it sole control of the defense and settlement (no settlement may impose an obligation on the indemnified party without its consent), and reasonably cooperate.
10. Limitation of liability
10.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.
10.2 EACH PARTY’S TOTAL LIABILITY ARISING FROM THESE TERMS IS LIMITED TO THE FEES PAID AND PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
10.3 Sections 10.1 and 10.2 do not limit Customer’s obligation to pay fees, either party’s indemnity obligations, a party’s liability for breach of Section 1.2, or liability for fraud or willful misconduct.
11. Disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The state and federal courts located in ⟦county, state⟧ have exclusive jurisdiction, and each party consents to them, except that either party may seek injunctive relief anywhere to protect its intellectual property or confidential information. EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT THE LAW ALLOWS.
12. Changes to these Terms
We may update these Terms. For a material change we will give at least 30 days’ notice by email to Customer’s administrators and in the Service; the change applies from the effective date, only to events after that date, and an administrator must accept it to keep using the Service. If Customer does not agree, it may terminate and receive a refund of prepaid fees for the remaining term. We will never add or broaden a dispute-resolution provision, class-action waiver or limitation of liability through continued use alone. Every version of these Terms stays available at its own address.
13. General
Customer agrees to receive agreements, notices and invoices electronically, by email to its administrators or in the Service; notices to us go to ⟦legal notice email⟧. Neither party may assign these Terms without consent, except to a successor in a merger or sale of substantially all of its business or assets. Neither party is liable for delays caused by events beyond its reasonable control (other than payment obligations); either may terminate if such an event lasts more than 30 days. Customer will comply with US export control and sanctions laws. We may name Customer as a customer unless Customer asks us not to. There are no third-party beneficiaries — including drivers, brokers and shippers. These Terms, the DPA, the AUP and any order form are the entire agreement. Sections that by their nature should survive termination survive it.