Table of Contents

Please read these Terms carefully.

By creating an account, clicking "Accept," or using the Pro Hauls platform, you agree to be bound by this Agreement. If you do not agree, do not use the Platform. Electronic acceptance has the same force and effect as a handwritten signature.

Section 1 — Definitions

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:


Section 2 — Platform Status & Regulatory Position

2.1 Technology Marketplace Only

Pro Hauls operates solely as a digital technology marketplace that enables Customers to post Hauling Requests and enables independent Carriers to voluntarily accept Hauling Opportunities. The Platform provides software tools, automated pricing systems, and payment processing infrastructure only.

Important — What Pro Hauls Is NOT: Pro Hauls is not a motor carrier under 49 U.S.C. § 13102(14); is not a freight broker under 49 U.S.C. § 13102(2); does not arrange transportation for compensation; does not take possession of cargo; does not issue bills of lading; and does not assume responsibility for transportation.

2.2 No Dispatch Authority

Pro Hauls does not dispatch drivers. The Platform may display Hauling Opportunities through automated systems, but Carriers retain sole discretion whether to accept any opportunity. Declining a Hauling Opportunity does not constitute a breach of this Agreement.

2.3 Direct Carrier–Customer Relationship

When a Carrier voluntarily accepts a Hauling Opportunity, the Carrier enters into a direct service relationship with the Customer, performs transportation independently, assumes full operational responsibility, and Pro Hauls is not a party to the transportation contract.

2.4 Automated Pricing

All pricing displayed on the Platform is generated through proprietary automated systems based on objective data inputs including distance, duration, equipment type, and time windows. Pro Hauls does not negotiate rates on behalf of any Carrier or Customer.

2.5 No Guarantee of Performance

Pro Hauls does not guarantee availability of Carriers, completion of services, quality or timeliness, regulatory compliance by Carriers, or suitability of any Carrier for a particular job.


Section 3 — User Eligibility & Account Registration

3.1 Eligibility Requirements

All Users must be at least 18 years of age and have legal capacity to enter binding contracts. Carriers must possess and maintain all licenses, permits, registrations, and insurance required by applicable federal, state, and local law. Customers must complete identity verification and provide a valid payment method before posting any Hauling Request.

3.2 Account Responsibilities

Users agree to provide accurate, current, and complete account information; maintain the confidentiality of login credentials; and accept responsibility for all activity under their Account. Users may not create multiple Accounts to evade suspension, manipulate ratings, or circumvent Platform rules.

3.3 Right to Refuse or Revoke Access

Pro Hauls reserves the right, in its sole discretion, to deny, suspend, restrict, or terminate access to the Platform at any time for any lawful reason, including regulatory risk, safety concerns, incomplete documentation, fraud risk, or violation of this Agreement.


Section 4 — Marketplace Mechanics & Pricing

6%
Platform Fee
4.5%
Instant Pay Fee
4 hrs
Minimum Booking

4.1 Platform Fee

Pro Hauls retains a six percent (6%) Platform Fee from Customer Payments as compensation for providing technology access, payment infrastructure, and marketplace services. The Platform Fee is not a brokerage commission and does not represent compensation for arranging transportation. The compensation displayed to a Carrier prior to acceptance reflects the amount payable to the Carrier net of the Platform Fee.

4.2 Minimum Booking Requirement

Certain Hauling Opportunities may be subject to a four (4) hour minimum booking requirement as displayed in the Platform. This is a marketplace transaction structure rule — it does not constitute a wage guarantee, does not create an employment relationship, and does not guarantee earnings outside of accepted Hauling Opportunities.

4.3 No Guarantee of Volume or Revenue

Pro Hauls makes no representation or guarantee regarding availability of Hauling Opportunities, frequency of requests, revenue levels, or profitability of participation in the Platform.


Section 5 — Payment Processing, Settlement & Payouts

5.1 Limited Payment Collection Agent

Carrier hereby appoints Pro Hauls as its limited payment collection agent solely for the purpose of collecting Customer Payments through the Payment Processor. Carrier Earnings are payable only after: (a) Customer Payment has been successfully captured; (b) funds have cleared through the Payment Processor; and (c) no active fraud, dispute, compliance, or chargeback review exists.

5.2 Standard Payout Timing

Subject to funds clearance and compliance review, standard payout shall occur approximately seven (7) calendar days following confirmed job completion. Payout timing is determined by Pro Hauls in its sole discretion and may be modified based on fraud risk, dispute activity, regulatory review, or Payment Processor requirements.

5.3 Instant Pay (Optional)

Eligible Carriers may elect Instant Pay for eligible settled amounts, subject to a 4.5% Instant Pay Fee. Instant Pay does not guarantee immediate bank availability and may be suspended or revoked at any time. Eligibility is determined by Pro Hauls and/or the Payment Processor.

5.4 Chargebacks and Reversals

If a Customer Payment is reversed after payout has occurred, Carrier authorizes Pro Hauls to: (a) offset future earnings; (b) debit Carrier's connected payout account; and (c) withhold future payouts until the negative balance is satisfied. Carrier remains financially responsible for reversed transactions.

5.5 Cancellation Policy

Customers may cancel a Hauling Request prior to Carrier acceptance without penalty. If cancellation occurs after Carrier acceptance, a cancellation fee may apply and deposits may be forfeited. If cancellation occurs within twenty-four (24) hours of scheduled service, Customer may be responsible for the full Minimum Booking amount where applicable.

5.6 No Interest on Held Funds

No interest shall accrue on any funds held pending clearance, dispute resolution, fraud review, or regulatory review.

5.7 Taxes

Carriers are solely responsible for reporting and remitting all taxes related to Carrier Earnings. Pro Hauls does not withhold employment taxes and does not treat Carriers as employees. Customers are responsible for any applicable taxes associated with hauling services unless otherwise specified in the Platform.


Section 6 — Insurance Requirements

6.1 Mandatory Coverage

As a condition of accessing or maintaining access to the Platform, Carriers shall maintain, at their sole cost and expense, the following minimum insurance coverage at all times:

6.2 Additional Insured; Certificate of Insurance

Carrier shall name Pro Hauls LLC as an Additional Insured on applicable liability policies. Such coverage shall be primary and non-contributory. Carrier must upload a valid Certificate of Insurance prior to activation and must maintain current documentation at all times. Failure to maintain required insurance or provide valid documentation may result in immediate suspension.


Section 7 — Independent Contractor Status

7.1 Independent Business Relationship

Carrier is and shall remain an independent contractor and independent business enterprise. Nothing in this Agreement shall be construed to create any employment, agency, partnership, joint venture, franchise, fiduciary, or brokerage relationship between Carrier and Pro Hauls.

7.2 No Employment Benefits

Carrier is not an employee of Pro Hauls and is not entitled to wages, salary, overtime, benefits, workers' compensation coverage, unemployment insurance, retirement benefits, health insurance, or any other employment-related compensation from Pro Hauls. Pro Hauls does not withhold payroll taxes on behalf of Carrier.

7.3 Carrier Controls Its Own Work

Carrier retains sole and exclusive control over the manner and means of performing hauling services, including vehicle selection, routing, scheduling, personnel, safety procedures, and regulatory compliance. Pro Hauls does not supervise, direct, or control Carrier's operational decisions.

7.4 No Exclusivity

Carrier may provide services to other platforms, brokers, carriers, customers, or businesses and is not restricted from operating independent business activities outside the Platform, subject to the anti-circumvention provisions of this Agreement.

7.5 No Requirement to Accept Work

Carrier is under no obligation to accept any Hauling Opportunity and may decline any opportunity without penalty or retaliation.


Section 8 — Risk Allocation & Limitation of Liability

8.1 Carrier Assumption of Risk

Carrier is solely responsible for all risks arising from hauling services, including bodily injury, property damage, cargo loss, vehicle accidents, regulatory violations, fines, and environmental incidents.

8.2 Customer Assumption of Risk

Customer assumes all risk associated with selecting and engaging a Carrier through the Platform. Pro Hauls does not supervise or control Carriers and does not guarantee performance quality, timeliness, safety, or regulatory compliance.

8.3 Maximum Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, PRO HAULS' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE TOTAL PLATFORM FEES PAID TO PRO HAULS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.4 Exclusion of Damages

PRO HAULS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 9 — Indemnification

9.1 Carrier Indemnification

Carrier shall defend, indemnify, and hold harmless Pro Hauls, its affiliates, members, managers, officers, employees, contractors, agents, successors, and assigns from and against any and all claims, demands, damages, losses, liabilities, fines, penalties, settlements, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Carrier's hauling operations; (b) bodily injury, death, or property damage; (c) cargo loss or damage; (d) regulatory violations; (e) breach of this Agreement; (f) Carrier's negligence or willful misconduct; and (g) acts or omissions of Carrier's employees, contractors, or subcontractors.

9.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Pro Hauls from and against any claims, damages, liabilities, costs, or expenses arising out of: (a) inaccurate or misleading Hauling Requests; (b) unsafe job site conditions; (c) misrepresentation of materials, loads, or hazards; (d) breach of this Agreement; and (e) Customer's violation of applicable law.

9.3 Survival

Indemnification obligations survive termination of this Agreement and termination of Platform access.


Section 10 — Intellectual Property & Data

10.1 Platform Ownership

The Platform, including all software, source code, algorithms, pricing models, artificial intelligence systems, databases, architecture, workflows, interfaces, documentation, and branding, is and shall remain the exclusive property of Pro Hauls. Nothing in this Agreement grants Users any ownership interest in the Platform.

10.2 Prohibited Activities

Users shall not reverse engineer, decompile, disassemble, replicate, analyze for competitive purposes, or attempt to derive source code or create derivative works based on the Platform. Users shall not use automated tools, bots, crawlers, or data-mining techniques to extract Platform content.

10.3 User Content License

By submitting content through the Platform, Users grant Pro Hauls a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, analyze, and display such content solely for purposes of operating, improving, securing, and developing the Platform.

10.4 Data & AI Training

Pro Hauls may aggregate and anonymize Platform data for analytics, benchmarking, machine learning, AI training, pricing optimization, and business intelligence. Users acknowledge and agree that data generated through use of the Platform may be used to train and improve Pro Hauls' artificial intelligence systems and pricing algorithms.

10.5 Non-Compete (Platform Protection)

To the extent a User gains access to non-public pricing models, proprietary operational workflows, system architecture, or other confidential trade secrets of Pro Hauls, during use of the Platform and for twenty-four (24) months following termination of access, User shall not develop, own, fund, operate, or materially assist a digital marketplace platform substantially similar to Pro Hauls that connects independent hauling carriers and customers through automated pricing systems. This restriction applies solely to competitive digital hauling marketplaces utilizing algorithmic pricing and shall not restrict a Carrier's independent hauling business.

10.6 Non-Solicitation

During use of the Platform and for twenty-four (24) months thereafter, Users shall not solicit other Users identified through the Platform to conduct transactions outside the Platform for the purpose of avoiding Platform Fees.

10.7 Trademarks

"Pro Hauls" and related logos and branding are trademarks of Pro Hauls LLC. Users may not use trademarks without prior written consent.


Section 11 — Anti-Circumvention & Fee Protection

11.1 Platform Transaction Requirement

Any transaction initiated through the Platform — including any Hauling Opportunity displayed to a Carrier or introduction between Users facilitated by the Platform — must be completed and settled through the Platform.

11.2 Prohibited Conduct

Users shall not: (a) circumvent or attempt to circumvent the Platform to avoid payment of Platform Fees; (b) solicit or accept payment outside the Platform for any transaction introduced through the Platform; or (c) use contact information obtained through the Platform to move a Platform-initiated transaction off-platform for fee avoidance.

11.3 Liquidated Damages for Intentional Circumvention

Liquidated Damages: If a User intentionally circumvents the Platform to avoid Platform Fees, Pro Hauls shall be entitled to liquidated damages equal to: (a) the full Platform Fee that would have applied; plus (b) an additional amount equal to the greater of (i) two (2) times the avoided Platform Fee or (ii) $5,000.

11.4 Independent Business Exception

Nothing in this Section prohibits Users from conducting independent business unrelated to introductions or Hauling Opportunities originating through the Platform.

11.5 Survival

This Section survives termination of this Agreement.


Section 12 — Dispute Resolution & Binding Arbitration

12.1 Mandatory Binding Arbitration

Except as expressly provided herein, any Dispute arising out of or relating to this Agreement, the Platform, any Hauling Opportunity, Carrier Earnings, Customer Payments, account suspension, classification status, or any relationship between User and Pro Hauls shall be resolved exclusively through final and binding arbitration.

12.2 Arbitration Rules & Venue

Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Nashville, Tennessee. This Agreement and all Disputes shall be governed by the laws of the State of Tennessee, without regard to conflict of law principles.

12.3 Class Action Waiver

ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. USERS EXPRESSLY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. USERS ALSO WAIVE ANY RIGHT TO A JURY TRIAL.

12.4 One-Year Limitation Period

Any claim must be filed within one (1) year after the claim arose or it shall be permanently barred.

12.5 Injunctive Relief Exception

Notwithstanding the foregoing, Pro Hauls may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights, enforce non-compete provisions, or prevent irreparable harm.


Section 13 — Suspension & Termination

13.1 Right to Suspend

Pro Hauls may, in its sole discretion and without prior notice where reasonably necessary, suspend or restrict a User's access to the Platform for any lawful reason, including: insurance lapse; fraud risk; payment disputes or chargebacks; regulatory risk; safety complaints; hazardous materials violations; breach of this Agreement; or government inquiry.

13.2 Termination

Pro Hauls may terminate this Agreement and permanently deactivate a User's Account for material breach or ongoing risk exposure. Carriers may terminate participation by deactivating their account and ceasing use of the Platform. Outstanding obligations survive termination.

13.3 Effect of Termination

Upon suspension or termination: pending payouts may be held pending dispute or fraud review; negative balances remain payable; indemnification obligations remain in effect; pending disputes may continue through arbitration.

13.4 Surviving Provisions

The following provisions survive termination: Indemnification (Section 9); Anti-Circumvention (Section 11); Arbitration (Section 12); Insurance Obligations (Section 6); and Intellectual Property (Section 10).


Section 14 — Miscellaneous

14.1 Amendments

Pro Hauls may modify this Agreement at any time. Updated versions will be posted within the Platform. Continued use of the Platform following such posting constitutes acceptance of the revised Agreement.

14.2 Electronic Acceptance

By clicking "Accept," creating an Account, submitting a Hauling Request, or accessing the Platform, User agrees to be legally bound by this Agreement. Electronic acceptance has the same force and effect as a handwritten signature.

14.3 Assignment

Pro Hauls may assign or transfer this Agreement without User consent in connection with merger, acquisition, asset sale, corporate restructuring, financing transaction, or change of control. Users may not assign this Agreement without prior written consent of Pro Hauls.

14.4 Entire Agreement

This Agreement constitutes the entire agreement between Pro Hauls and User regarding use of the Platform and supersedes all prior or contemporaneous communications, representations, or agreements, whether written or oral.

14.5 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

14.6 Waiver

Failure by Pro Hauls to enforce any provision shall not constitute a waiver of future enforcement of that provision.

14.7 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

14.8 Contact Information

Pro Hauls LLC
Email: support@prohauls.app
Platform: co.prohauls.app