Terms of Use Agreement

(effective date: 6/20/2018)

BEFORE USING OR PURCHASING ANY OF OUR PLATFORMS, PRODUCTS, OR SERVICES, PLEASE REVIEW THE FOLLOWING TERMS OF USE AGREEMENT (THE “AGREEMENT”), WHICH INCLUDES, BUT IS NOT LIMITED TO, A LIMITED LICENSE TO USE WHEEL19’S PLATFORMS, LIMITATIONS ON LIABILITY, A CLASS ACTION WAIVER, AND OTHER IMPORTANT PROVISIONS.

1. Introduction

Welcome to WHEEL19!

WHEEL19's website, platform, products and services are provided by TruckThat Holdings Corp., d/b/a WHEEL19 and/or TruckThat (hereinafter “WHEEL19”). This Terms of Use Agreement (the "Agreement") governs your (“You” or “User”) use of WHEEL19’s websites, mobile applications, platforms, products, and services (collectively, the "WHEEL19 Services"). Please read this Agreement carefully.

By using, accessing, or purchasing any of the WHEEL19 Services, You are agreeing to the terms of this Agreement and WHEEL19's Privacy Policy. If You have any questions, please contact WHEEL19. If You do not agree to the terms of this Agreement, You do not have permission or license to access, use, or purchase any of the WHEEL19 Services.

2. Acceptance of Terms

By using, accessing, and/or purchasing the WHEEL19 Services, you agree to be legally bound by this Agreement and you agree to the processing of your personal data in accordance with our Privacy Policy. If you do not agree with the terms of this Agreement or our Privacy Policy, you should not use, access, or purchase the WHEEL19 Services.

We may amend the terms of this Agreement from time to time. If we do, we will publish the changes on the website. It is your responsibility to check the website periodically for changes to these terms. The date at the top of this webpage indicates when these Terms of Use were last updated. Amendments to this Agreement will take effect immediately on the date on which we publish the amendments on the website, and from then on will govern the relationship between You and WHEEL19 with respect of your use, access, or purchase the WHEEL19 Services. If you do not agree with the amended Agreement you must not continue to use, access, or purchase the WHEEL19 Services after the date on which the amendments take effect.

3. Operation of WHEEL19 Platforms

WHEEL19 reserves the right, in its sole discretion, to remove or modify any content or portions of the WHEEL19 Services at any time, to control or regulate the operations of the WHEEL19 Services, monitor User’s use of the WHEEL19 Services, or to restrict or remove access to the WHEEL19 Services at any time and for any reason, with or without notice to User.

4. User Accounts

WHEEL19 may ask or permit User to create a user account on or through the WHEEL19 Services. It is Users responsibility to maintain the confidentiality of User’s username and password with respect to such account. User accepts responsibility for all activities that occur on or through the WHEEL19 Services, regardless if those activities are conducted by User or a third party using User’s account username and password. WHEEL19 may, in its sole and absolute discretion, refuse service, suspend or terminate User’s account, cancel orders placed, or otherwise control or restrict use of or access to the WHEEL19 Services.

By creating a user account, User grants WHEEL19 permission to contact User with news, offers, and promotions from WHEEL19 and its affiliates and business partners. By creating such account, User expressly opts into receiving such communications.

5. License to Access WHEEL19 Platforms

Only Users who have the legal capacity to form a binding contract with WHEEL19 may use WHEEL19’s Services. If User accesses, uses, or purchases any WHEEL19 Services on behalf of any company, firm, or entity, then User enters into this Agreement on behalf of that company, firm, or entity.

In consideration for this Agreement, WHEEL19 grants User a personal, non-exclusive, non-transferable, limited license to access and use the WHEEL19 Services. This license prohibits downloading (other than page caching or downloads that are expressly made part of the products or services provided by WHEEL19 or its affiliates) or modifying any portion of the WHEEL19 Services. Any unauthorized use automatically terminates the permission or license granted to use the WHEEL19 Services and may result in legal liabilities.

6. Intellectual Property

Unless otherwise agreed in writing, the WHEEL19 Services and all content therein, including, but not limited to, documents, text, trademarks, images, graphics, data, icons, audio, video, and other materials that appear on, in, or as part of the WHEEL19 Services (collectively, the "Content") is intellectual property that is owned or licensed by WHEEL19. User is prohibited from reproducing, copying, disseminating, reverse engineering, modifying, creating derivative works with respect to, or otherwise using the any Content without written permission of WHEEL19 and/or the owner of such Content.

WHEEL19’s trademarks, service marks, and trade dress, as well as the trademarks, service marks, and trade dress of WHEEL19’s partners and affiliates, have substantial value to WHEEL19 and/or WHEEL19’s partners and affiliates. User may not use such trademarks, service marks, or trade dress in any manner unless licensed or specifically permitted in writing by WHEEL19 or the owner of such trademarks, service marks, or trade dress.

Nothing on or in WHEEL19’s platforms or website shall be construed as granting, by implication, estoppel or otherwise, any license or right to the use of intellectual property displayed on the WHEEL19 Services without the express written permission of WHEEL19. All other trademarks, service marks, trade dress, or intellectual property not owned by WHEEL19 or its partners or affiliates that appear on or in the WHEEL19 Services are the property of their respective owners and use of that intellectual property is prohibited unless expressly permitted in writing by such owner. Any intellectual property rights not expressly granted by this Agreement or through any other written agreement are hereby expressly reserved.

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

7. Third Parties and WHEEL19

WHEEL19 may from time to time contract with third parties (“Affiliate Partners”) to provide Users with products and/or services. WHEEL19 offers, provides, and/or promotes such products and/or services for User’s convenience only. WHEEL19 shall have no responsibility or liability with respect to such products and/or services. User uses, accessed, and/or purchases such products and/or services at User’s own risk, and User acknowledges and understands that such use, access, and/or purchase may be subject to separate terms and conditions pursuant to User’s relationship with that Affiliate Partner.

On or through the WHEEL19 Services, WHEEL19 may provide links to third-party-controlled websites and/or resources. Such links are provided for User’s convenience only. WHEEL19 shall have no responsibility or liability with respect to such links. WHEEL19 is not hte publisher of such websites or resources, and the inclusion of such links on or in the WHEEL19 Services is not an endorsement or statement of approval by WHEEL19.

WHEEL19 may allow User to access, install or utilize certain third party applications (“Outside Apps”) from, on, or through the WHEEL19 Services. Such Outside Apps are provided on an “as is” and “as available” basis. WHEEL19 does not endorse and shall have no responsibility or liability for such Outside Apps.

THE WHEEL19 SERVICES AND ASSOCIATED CONTENT ARE PROVIDED WITHOUT ANY REPRESENTATIONS, ENDORSEMENTS, OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE OR ACCURACY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW. WHEEL19 FURTHER MAKES NO REPRESENTATIONS, ENDORSEMENTS, OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY WEBSITE OR OUTSIDE APP OPERATED BY A THIRD PARTY.

8. User Content

Users may be permitted or requested, from time to time, to provide, generate, or contribute content on, in, or through the WHEEL19 Services (“User Content”). User agrees not to provide User Content that contains confidential or proprietary information. User represents and warrants that no User Content submitted by User contains inaccurate, confidential, proprietary, or other restricted information or content. Subject to WHEEL19’s Privacy Policy, User grants WHEEL19 a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, royalty-free right to collect, copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way, any and all User Content without any further consent, notice and/or compensation to User or to any third party. User contributes User Content at User’s own risk, and WHEEL19 shall not be responsible for any loss of User Content. User shall not submit or contribute any User Content that would allow for the identification of any individual person unless such information is specifically requested by WHEEL19.

User agrees to not submit or contribute any User Content that is inappropriate, obscene, defamatory, threatening, or otherwise offensive or objectionable. WHEEL19 may, in its sole and absolute discretion, remove, edit, or otherwise modify such User Content, provided that WHEEL19 is under no obligation to monitor and modify such User Content or control User actions with respect to such User Content.

9. Prohibited Conduct

In addition to the restrictions provided above, User agrees NOT to do any of the following:

A. Use the WHEEL19 Services for any purpose that would violate any local, state, federal, or foreign rule, law, or regulation;

B. Use the WHEEL19 Services for the discussion or or encouragement of illegal activities;

C. Use the WHEEL19 Services to transmit or disseminate any unauthorized or unsolicited marketing or advertising materials, including, but not limited to, ‘spam’;

D. Use or operate any automated means to access the WHEEL19 Services, such as robots or scrapers;

E. Harvest information about other users of the WHEEL19 Services;

F. Use the WHEEL19 Services in a way that would place an unreasonable or disproportionately large load on the infrastructure of the WHEEL19 Services; or

G. Submit or contribute any content or information contrary to WHEEL19’s, or WHEEL19’s associates’ or affiliates’ image, goodwill, or reputation.

The above list is not exclusive. WHEEL19, in its sole and absolute discretion, may terminate User’s account or modify User Content if it determines, in its sole and absolute discretion, that such User or User Content has had or will have a negative effect on the WHEEL19 Services, has been or will be disruptive to other Users, or is against WHEEL19’s interest or policies.

User further expressly consents to having his/her internet protocol address recorded and User’s actions with respect to the WHEEL19 Services monitored.

10. Disclaimer and Limitation of Liability

Unless otherwise agreed in writing, the WHEEL19 Services and all Content, User Content, services, and products provided on or through the WHEEL19 Services are provided on an "as is" and “as available” basis without warranties of any kind, either express or implied.

User acknowledges that User's use of the WHEEL19 Services is at User's own risk and User assumes full responsibility for all costs associated with any equipment User uses to access or use the WHEEL19 Services. WHEEL19 shall not be liable for any damages of any kind related to User's use of the WHEEL19 Services.

Some jurisdictions may not allow the disclaimer of certain warranties. Nevertheless, such disclaimers applies to each User to the greatest extent possible under applicable laws.

IN NO EVENT, INCLUDING, BUT NOT LIMITED TO, ITS OWN NEGLIGENCE, SHALL WHEEL19 BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF USER’S USE OF OR INABILITY TO USE THE WHEEL19 SERVICES OR ANY PRODUCT PURCHASED OR SOLD ON OR THROUGH THE WHEEL19 SERVICES, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. WHEEL19’S, AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE USE OF THE WHEEL19 SERVICES OR THE PURCHASE OR SALE OF ANY SERVICES OR PRODUCT ON OR THROUGH THE WHEEL19 SERVICES IS LIMITED TO THE TOTAL SUM PAID TO WHEEL19 BY THAT PARTICULAR USER WITHIN THE PREVIOUS SIX (6) MONTHS, OR $1,000, WHICHEVER IS GREATER.

11. Indemnification

To the fullest extent permitted by law, User agrees indemnify and save harmless WHEEL19 and its officers, directors, shareholders, employees, and affiliates from any claim, loss, damage, injury or liability of any kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney's fees and costs of investigation), that arise directly or indirectly, in whole or in part, from User’s use of the WHEEL19 Services. In addition to User’s obligation to indemnify WHEEL19, User specifically acknowledges and agrees that User has an immediate and independent obligation to defend WHEEL19 from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent.

12. Violation of This Agreement

User agrees that User’s violation of this Agreement will cause irreparable harm to WHEEL19 for which monetary damages would be inadequate, and User consents to WHEEL19 seeking any injunctive or equitable relief that WHEEL19 deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies WHEEL19 may have at law or in equity. To the extent WHEEL19 takes any legal action against User as a result of User’s violation of this Agreement User agrees to pay WHEEL19’s reasonable attorneys’ fees and costs in addition to any other relief granted to WHEEL19 pursuant to such action.

User acknowledges and agrees that WHEEL19 may, at any time, in its sole and absolute discretion, terminate User’s access to the WHEEL19 Services and/or block User’s future access to the WHEEL19 Services. WHEEL19 shall not be liable to User or to any third party for termination of User’s access to the WHEEL19 Services.

13. Policies

The practices of WHEEL19 with respect to information collected is described in the WHEEL19 Privacy Policy, which is available at https://truckthat.com/privacy and incorporated by reference herein. By agreeing to this Agreement, User accepts and agrees to the WHEEL19 Privacy Policy. WHEEL19 is committed to protecting User’s privacy. Authorised employees within WHEEL19, on a need to know basis, use information collected from individual Users. WHEEL19 constantly reviews its systems and data to ensure the best possible service to our Users.

In addition to the WHEEL19 Privacy Policy, WHEEL19 incorporates by reference all other terms, conditions, and policy documents published on or in the WHEEL19 Services.

14. Availability

Unless otherwise stated, the services featured on this website are only available within the United States. All advertising is intended solely for the United States market. You are solely responsible for evaluating the fitness for a particular purpose of any downloads, programs and text available through this site. Redistribution or republication of any part of the WHEEL19 Services or their content is prohibited, including such by framing or other similar or any other means, without the express written consent of WHEEL19.

15. Mandatory Arbitration and Class Action Waiver

Governing Law

User agrees that: (i) the WHEEL19 Services shall be deemed solely based in Minnesota, USA; and (ii) the services provided by WHEEL19 shall be deemed passive that do not give rise to personal jurisdiction over WHEEL19, either specific or general, in jurisdictions other than Minnesota. This Agreement shall be governed by the internal substantive laws of the State of Minnesota, without respect to its conflict of laws principles. Notwithstanding the preceding with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. User agrees to submit to the personal jurisdiction of the federal and state courts located in Hennepin County, Minnesota for any actions for which WHEEL19 retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction. User agrees that Hennepin County, Minnesota is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable. The Parties further agree that, notwithstanding any statute or law to the contrary, any claim or action arising out of or regarding this Agreement shall be filed within one (1) year after such claim or cause of action arose or it shall be forever barred.

Informal Dispute Resolution

For any dispute between User and WHEEL19, User agrees to first contact WHEEL19 at support@truckthat.com and attempt to resolve the dispute with WHEEL19 informally.

Arbitration

In the event that the dispute remains unresolved after sixty (60) days, User and WHEEL19 agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration. Any arbitration between User and WHEEL19 shall take place in Hennepin county, Minnesota under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Agreement. The arbitration may be by either private arbitration under the AAA Rules or administered by the AAA itself, at the discretion of the party initiating such arbitration.

In arbitration, there is no judge or jury. A trained and qualified neutral third-party arbitrator resolves the parties’ disputes in a less formal process than the process followed by courts. In arbitration, there is limited discovery and a court review of the arbitrator’s decision is limited. However, just as a court would, the arbitrator must follow the terms of this Agreement and can award damages and relief, including any attorneys’ fees, authorized by law.The AAA Rules, as well as instructions on how to file an arbitration proceeding administered by the AAA, are available at http://www.adr.org.

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing WHEEL19 from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

Class Action Waiver

USER AND WHEEL19 AGREE THAT ANY CLAIMS SHALL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS AGREED OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. USER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, USER AND WHEEL19 ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

16. Miscellaneous

This Agreement, together with the WHEEL19 Privacy Policy and any other terms or conditions published on the WHEEL19 Services, contains the entire understanding and agreement between User and WHEEL19 and supersedes any and all prior and/or inconsistent understandings relating to the subject matter hereof. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such determination will not affect any other provision of the Agreement and the Agreement shall be constructively amended to the extent necessary to make it enforceable. This Agreement may not be modified except as described in this Agreement. The section titles in this Agreement are for convenience only and do not have any legal effect. Failure of WHEEL19 to enforce any provision of this Agreement or exercise any remedy available hereunder shall not operate as a waiver of any portion of this Agreement.

This Terms of Use Agreement was last modified on the “effective date” indicated at the top of this Agreement.