Terms of Use

This Terms of Service Agreement (the “Agreement”) describes the terms by which “Channel19, Inc.” offers to you, as a Carrier, access to its website www.channel19.io (the “Site”) and the associated mobile software application platform owned and operated by Channel19 (“Mobile App”). Channel19, Inc. (“Channel19”) owns and operates the Channel19 proprietary software platform (the “Platform”) that helps small independent owner-operators and trucking companies in finding the best loads for their trucks. It further helps with booking, tracking and management of loads (each, a “Load”), booked through the Platform and related trucking operations. This terms of service agreement (the “Agreement”) sets forth the legally binding terms and conditions governing the access and use of the Platform, Services, Content, Load Data (as each term is defined in Sections 5.1), and any related services provided by Channel19 in connection with the use of any of the foregoing (collectively, the “Channel19 Service”)

By booking a load (a “transaction”), registering an account to access and/or use the Channel19 service (an “account”) and/or otherwise accessing and/or utilizing the Channel19 service (or any part thereof): you acknowledge that you have read, understand, and agree to be bound by all of the terms and conditions of this agreement; you represent that you have the authority to enter into this agreement on behalf of the entity or person identified on the account and in respect of whom the Channel19 service was ordered and/or the transaction was placed (such entity or person, “customer”), and to bind customer to the terms of this agreement; and you agree that the customer is entering into this agreement with Channel19, inc. If you do not agree with all of the terms of this agreement, or do not have such authority to bind customer to the terms of this agreement, do not create an account, book a transaction, or otherwise access and/or use the Channel19 service or any part thereof.

Customer agrees to provide and maintain up to date information that is true, accurate, current, and complete. Customer agrees that Customer will not (i) create an Account using a false identity or fictitious name or information, and/or (ii) create an Account or use the Channel19 Service if Customer has been previously removed or banned by Channel19 from use of the Channel19 Service, or any part thereof. Customer understands and agrees that Customer is solely responsible for maintaining the confidentiality of and protecting Customer’s and its Authorized User’s passwords for the Account. Customer is solely responsible for any activity originating from its Account, regardless of whether such activity is authorized by Customer. Customer agrees to notify Channel19 immediately of any unauthorized use of its Account. Channel19 reserves the right to limit the number of Accounts that can be created from any one (1) computer or mobile device and the number of computer or mobile devices that can access an individual Account. “Authorized Users” means Customer’s employees, contractors, and/or agents of Customer, including, without limitation, drivers of trucks and/or vehicle owned and/or operated by Customer, that Customer has authorized to access and use the Channel19 Service and/or that transport Loads on behalf of Customer.

Channel19 Service

Channel19 reserves the rights to either temporarily or permanently modify, suspend or discontinue the Channel19 Service (or any part thereof) with or without notice. Customer agrees that Channel19 will not be liable to Customer or to any third party for any modification, suspension or discontinuance of the Channel19 Service (or any part thereof).

Customer agrees to provide reasonable assistance and support to Channel19 in the provision of the Channel19 Service and/or performance of Services under this Agreement. Customer acknowledges and agrees that Channel19’s ability to successfully provide the Channel19 Service and perform Services under this Agreement in a timely manner is contingent upon performance by Customer of the obligations set forth in this Agreement, and Channel19 shall have no liability for deficiencies in the performance and/or delivery of the Channel19 Service (or any part thereof) resulting from any act or omission of Customer, or any of its employees, contractors, or agents. If any Services are required to be provided on-site at a Customer’s premises, Customer shall provide safe and adequate space, power, network connections and access to applicable hardware, software and other equipment and information, and assistance from qualified personnel familiar with Customer’s hardware, software, other equipment and information, as reasonably requested by Channel19.

Customer shall not permit any person other than Authorized Users to access and use the Channel19 Service (or any part thereof), and shall ensure that Authorized Users use the Channel19 Service solely in accordance with this Agreement. Customer acknowledges and agrees that Customer is solely responsible for its Authorized Users, and any breach of this Agreement by any Authorized User will be deemed a breach by Customer.

Customer understands and agrees that Channel19 may collect data and information, which may include Personal Data (as defined in Section 2.4), in connection with Customer’s and/or its Authorized User’s use of the Channel19 Service (collectively, “Customer Data”). “Customer Data” does not include Load Data or Operational Metrics (as defined below in Section 5.2). Customer grants to Channel19 a non-exclusive, royalty-free, fully-paid, worldwide license to use and process Customer Data as reasonably necessary for Channel19 to provide Customer the Channel19 Service hereunder. Customer represents and warrants that it has all the rights necessary to grant Channel19 the licenses granted herein in and to Customer Data.

Customer acknowledges and agrees that, as between the parties, with respect to the collection, transmission, disclosure, processing and/or use of any personally identifiable data and/or information through or in connection with the use of the Channel19 Service (“Personal Data”), that is subject to any applicable laws, rules, or regulations pertaining to data privacy or data security (“Data Protection Laws”), Customer is the data controller and Channel19 is merely a data processor and/or service provider as such terms are defined pursuant to Data Protection Laws. Personal Data provided to, or collected by, Channel19 in connection with Channel19 Service shall only be used in accordance with this Agreement and the Channel19 Privacy Policy. In addition, Customer agrees, at Channel19’s request, to execute and/or enter into any documents, agreements, statements, or policies reasonably deemed necessary or appropriate by Channel19 to comply with any Data Protection Laws with respect to any Personal Data.

Customer acknowledges and agrees that it, and not Channel19, is responsible for making all appropriate disclosures and for obtaining all necessary consents from its Authorized Users and any Customer Vehicle drivers and/or passengers under Data Protections Laws and any other applicable laws and regulations that relate to the collection of data and/or information.Customer represents and warrants Personal Data that, with respect to any Personal Data collected, transmitted, hosted, stored or processed by Customer and/or its Authorized Users, or otherwise disclosed, transferred, or provided to Channel19, in connection with Customer’s and its Authorized Users’ use of the Channel19 Service: (i) Customer is in compliance, and will comply, with all Data Protection Laws and any other applicable laws and regulations, and (ii) Customer has taken all steps necessary or required under Data Protection Laws, and any other applicable laws and regulations, to legally collect, transmit, host, store or process such Personal Data through the Channel19 Service or otherwise disclose, transfer or provide such Personal Data to Channel19 under this Agreement, including, without limitation, making all disclosures and/or providing notice to, and obtaining all permissions, consents and/or approvals from, each applicable data source (including, without limitation, Authorized Users and any Customer Vehicle drivers and/or passengers).

Channel19 does not conduct any verification of our Partners Loads through the Platform. Channel19 does not represent, warrant or guarantee the Partner’s identity and whether the Partner is trustworthy. Customer understands and agrees that Customer’s and its Authorized Users’ interactions and dealings with Partners in connection with any Transactions, are solely between Customer and such Partner. Customer is solely responsible and liable for, and Channel19 shall not be a party to or responsible for, any Transactions booked by or on behalf of Customer and/or any contract, terms and conditions, and/or agreements entered into between Customer and the applicable Partner in connection with any Transaction (“Transaction Terms”). Customer acknowledges and agrees that any problems or disputes between customer and any partner, including, without limitation, disputes related to any transactions and/or transaction terms, must be resolved solely between customer and the applicable Partner, and channel19 is not responsible for any loss, harm or damage of any sort incurred as a result of any such interactions or dealings and has no obligation to become involved. in the event that customer has a dispute with one or more Partners, customer hereby releases channel19, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or transactions. if customer is a california resident, customer shall and hereby does waive california civil code section 1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.

Channel19 Fees & Terms

Intellectual Property Ownership

Notices

All notices permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, e-mail, or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) business days after deposit in the U.S. mail, or upon confirmation of transmission if sent by e-mail. Notices shall be sent (i) to Customer at the email address or other address Channel19 has on file for Customer, and (ii) to Channel19 at support@Channel19.io; Subject Line: Legal Notice – Customer Terms of Service Agreement. Each party may update its contact information from time-to-time pursuant to this Section 11. Customer agrees that all agreements, notices, disclosures, and other communications that Channel19 provides to Customer electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

Other Provisions

Customer shall not assign this Agreement or transfer any of its rights hereunder, or delegate the performance of any of its duties or obligations arising under this Agreement, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of Channel19. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any term of this Agreement is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force. The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. This Agreement represents the entire agreement between the parties relating to its subject matter and supersedes all prior and/or contemporaneous representations, discussions, negotiations and agreements, whether written or oral. The terms on any purchase order, confirmation, or similar document submitted by Customer to Channel19 will have no effect and are hereby rejected. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties. Except for Customer’s payment obligations hereunder, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.

Agreement Changes

Channel19 reserves the right to update or modify this Agreement at any time. Channel19 agrees to notify Customer of any material changes to the terms of this Agreement by posting a notice of the changes on our website located at https://www.Channel19.io (the “Site”), and Channel19 may also provide notice of such changes to Customer at the email address on file for such Customer. Customer is solely responsible for reviewing this Agreement for any changes and/or modifications. If Customer does not agree to any updates or modifications to this Agreement, Customer may cease us of the Services and cease submitting Transactions. Customer’s and/or any Authorized User’s continued use of the Channel19 Service (or any part thereof) after Channel19 has posted the updated Agreement, or, in the event of material changes, ten (10) days following the date Channel19 posted the notice of such changes on the Site and/or notified Customer via email, as applicable, signifies Customer’s acknowledgment and agreement to be bound by the revised Agreement.