These Terms of Service have been updated and are effective as of May 27, 2026 Logity Tech Inc (“Logity Tech Inc.”, “we,” “us,” or “our”) provides load booking services, shipment visibility and tracking services, tracking portals, software applications, APIs, and related tools and services (together, the “Services”) through our website https://lboard.app/ (together and each individually, the “Site”) and its Applications. Your use of the Site and Services is governed by these Terms of Service (the “Terms”), our Privacy Policy, any and all applicable Order Form(s) and any additional written terms between you and us that you agree to (collectively, the “Agreements”). For the avoidance of doubt, and notwithstanding anything else contained herein or to the contrary, the Site is operated by Logity Tech Inc. You should review the Agreements carefully as they include terms regarding use, fees, limitations of liability, a class action waiver, and resolution of disputes by arbitration. If you don’t agree with (or cannot comply with) the Agreements, you must cease all use of the Site and Services, and, if applicable, cancel your Account. Please see Section 17 for definitions of certain capitalized terms used in these Terms.

  1. 1. Acceptance of Agreements By registering for the Services and creating an Account, logging into the Site, or otherwise using the Services, you, on behalf of yourself and those that you represent (“you” or “your”), acknowledge that you have read and understood the Agreements, accept the Agreements, and agree to be bound by them. If you represent the Customer(including as your employer), you also represent to us that you have full and sufficient authority to accept the Agreements on behalf of such Customer.
  2. 2. Changes to Terms We may, from time to time, make modifications (by amendment, replacement, and/or adding new provisions) to these Terms. Unless a later effective date is stated, the modified version of these Terms will be effective immediately when posted on our Site. We will provide notice of material changes to the Terms by (i) posting the amended version of the Terms on our Site; (ii) posting a notice on our Site; or (iii) emailing the notice to the email account associated with Customer’s Account. You are responsible for checking the Site regularly for modifications of these Terms. Your continued use and/or access to any of the Site or Services after the effective date of a modification to these Terms will be conclusive proof that you agree to be bound by the modified version of these Terms.
  1. 3. Account and Users

    3.1. Your Account. We will create a master account for each Customer (each, a “Master Account”) that will include one or more sub-Accounts for individual Users. Separate individual User Accounts may be created under a Master Account. You and all other Users must have a separate Account under a particular Master Account to access and use any of the Services. Unless waived by us in writing, all Accounts must be associated with a valid email address.

    3.2. Administrative User. Each Master Account will be assigned at least one administrative user (an “Admin”) that will control the Master Account and all User Accounts that are created for the Master Account. We will provide the initial non-public credentials for the Customer’s first Admin to authenticate the specific Admin’s access to the Site and Services under Customer’s Master Account. Admins may change usernames and passwords from the Account Settings. Customer will be responsible for all actions (and subscriptions selected) by an Admin related to the Site, the Services, the Master Account, and all Accounts created for Users.

    3.3. Sub-Users. Admins may add additional users (each, a “Sub-User”) that the Customer authorizes to access and use the Services under the Customer’s Master Account. An Admin must provide non-public credentials to each Sub-User to authenticate the Sub-User’s access to the Site and Services under the Customer’s Master Account. Customer will be responsible for (i) all Service Fees related to Sub-Users, (ii) all Sub-Users’ actions or omissions related to the Site, the Services, and their individual Accounts, and (iii) all activity under Customer’s Master Account, Admin accounts, and Sub-User accounts, including all Tracking Sessions created or initiated through such accounts and all resulting Billable Shipments, fees, and charges.

  2. 4. License for Use

    4.1. To Customer. Subject to the terms and conditions of these Terms, we grant to you a non-sublicensable, non-transferable, non-exclusive, revocable, limited license for Customer’s own internal use only and solely in connection with Customer’s Master Account (the “License”) to (i) access and use the Services and Materials (as further defined) to which you have subscribed; and (ii) as applicable, install and use the proprietary Service Capabilities, if any, offered by us as part of or for the Services. All rights not expressly granted to you are reserved by us.

    4.2. From Customer. By submitting, posting, generating, or displaying any Content on or through the Site or Services, you give us a sublicensable, transferable, non-exclusive, royalty-free, fully paid, worldwide, perpetual license to use, display, reproduce, publish, modify, create derivative works from, store, and distribute such Content as reasonably prudent or necessary to enable us to provide, maintain, protect, promote, and improve the Site or Services in accordance with these Terms.

    4.3. License Restrictions. The License will remain in effect during the Term only. You may use the Site and Services only in accordance with these Terms. All other uses of the Site or Services are prohibited. Neither you nor any third party under your control (including your related Admins and Sub-Users) may (or may attempt to):

  3. (a) access or attempt to access any information, documents, images, software or material (individually and collectively, “Materials”) or Services that you are not authorized to access and/or through any means that you are not authorized to use such as any means not intentionally made available by or through the Site or Services;
  4. (b) disrupt or interfere with the security of, or otherwise cause harm to the Site or Services, or to any Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Site or Services, or any affiliated or linked sites;
  5. (c) access or use the Site or Services in any manner that could damage, disable, overburden or impair any server or network used by Logity Tech Inc in connection with the Site or Services;
  6. (d) use any Materials in connection with the Site or Services in any manner that infringes upon any copyrights, patents or other intellectual property rights, privacy rights, rights of publicity or other rights of any party, including of Logity Tech Inc or its Affiliates;
  7. (e) transmit unsolicited or bulk communications to any Users;
  8. (f) post or otherwise submit any software, programs or Materials via the Site or Services that are harmful or disruptive of another party’s equipment, software or other property, including any corrupted files, time bombs, Trojan Horses, viruses and worms;
  9. (g) disrupt, interfere with or inhibit any other User from using and enjoying the Site or Services or other sites, Materials or any services associated with the Site;
  10. (h) violate any applicable laws or regulations related to the access to or use of the Site or Services, and/or engage in any activity prohibited by the Agreements;
  11. (i) compile, use, download or otherwise copy any Materials available on the Site
  12. or Services (except as expressly permitted by the Agreements), or transmit, provide or otherwise
  13. distribute (whether or not for a fee) such Materials to any third party;
  14. (j) use the Site or Services to engage in any chain letters, contests, marketing, junk email,
  15. pyramid schemes, spamming, surveys or any other duplicative or unsolicited messages
  16. (commercial or otherwise);
  17. (k) use any robot, spider, or other programmatic or automatic device, to obtain information
  18. from the Site or Services or others’ use of the Site or Services, or otherwise monitor or copy any
  19. portion of the Site or Services;
  20. (l) frame, mirror, or use framing techniques on any part of the Site or Services without Logity Tech Inc’s express prior written consent; (m) make any use of data extraction, scraping, mining, or other data gathering tools, or create a database by systematically downloading or storing Materials, or otherwise scrape, collect, store, or, except pursuant to the limited license granted by these Terms, use any Materials;
  21. (n) use the Site or Services for any purpose that is abusive, intrusive of another party’s privacy,
  22. harassing, libelous, defamatory, embarrassing, obscene, threatening or hurtful;
  23. (o) remove any copyright, trademark, or other proprietary rights notice from the Services or
  24. Materials;
  25. (p) use any Logity Tech Inc’s domain name (or one confusingly similar) as a pseudonymous return
  26. email address or use any social media name or address ofLogity Tech Inc (or one confusingly similar)
  27. to mislead or deceive others;
  28. (q) misrepresent your identity, authority, affiliation, or the nature of your business or services, or
  29. provide false, misleading, incomplete, or deceptive information in connection with your use of the
  30. Site or Services;
  31. (r) misuse account credentials, or permit or facilitate unauthorized access to the Site or Services
  32. by any third party;
  33. (s) circumvent or attempt to circumvent any access controls, booking processes, payment systems, or
  34. security measures of the Site or Services; and/or (t) use the Site or Services or otherwise install it in
  35. any manner other than as directed, such as for example using it as other than as a mobile app or
  36. embedding it in another software. The License is conditional on your continued compliance with all
  37. of the terms and conditions of these Terms (including with the “Customer Responsibilities” Section),
  38. and will immediately and automatically terminate if you do not comply as prescribed.

    4.3.1. Unless expressly permitted in an applicable Order Form, you may use the Site and Services only for Customer’s internal business purposes related to transportation, shipment visibility, load tracking, logistics, and related business operations and solely in connection with such Customer’s Master Account. You may not resell, white-label, sublicense, make available, or otherwise provide the Site or Services (as a service or otherwise) to any third party without our prior written consent.

  1. 5. Changes to Services

    5.1. Generally. We may change the current or add new applications, Software, application programming interface (“API”), tools, features, and/or functionality (each a “Service Capability,” collectively, the “Service Capabilities”) available through the Site/Services and/or install updates from time to time.

    5.2. Discontinuance. We reserve the right to change, discontinue, or deprecate Service Capabilities from time to time or to elect to discontinue the Services in any part or in their entirety. If we remove or discontinue a material Service Capability, you may (and your exclusive remedy is the option to) cease use of the Services.

  2. 6. Suspensions and Removals

    6.1. Access and Use. We may suspend your Account (and its Master Account) and your right to access or use any portion of the Services, or any of Service Capabilities, immediately if: (i) the creation of the Master Account for Services or any related usage is (or reasonably appears to us to be) fraudulent; (ii) you or any User under Customer’s Master Account violate or fail to comply with any provisions of these Terms; (iii) you cease to operate in the ordinary course, makes an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (iv) any undisputed invoice remains unpaid after the applicable due date; (v) we reasonably determine that your access or usage creates billing, security, operational, or abuse-related risk. The suspension may be lifted upon our reasonable satisfaction that the triggering issue has been resolved and remedied.

    6.2. Emergency Suspension. If a Security Concern exists in our reasonable opinion, we may immediately suspend or limit any or all Users’ access to the Services, and may also remove, as applicable, the offending item, code, Content (including Your Content and Third Party Content) until the Security Concern is resolved in our reasonable discretion.

    6.3. Report Violations. If you become aware that any User’s access or use of the Site or Services violates these Terms, you shall immediately: (i) notify us in writing regarding the violation; (ii) to the extent that you are capable (by administrative control or contractual right), immediately suspend the violating User’s access and use of the Site and Services until such violations are corrected and remedied.

    6.4. Effect of Suspension. Users that are suspended will not be able to access or use the Services or portions thereof (including Your Content) during the suspension. Our right to suspend your or any User’s right to access or use the Services is in addition to our right to terminate your Account (and Customer Master Account), pursuant to the terms of these Terms, as well as other remedies that may be available to us at law or in equity. If we suspend your right to access or use any portion or all of the Services, Customer may be held responsible for any bookings, charges, costs, and taxes, if any, associated with or caused by: (i) your use of the Services, through the date of suspension, and/or (ii) your use of the Services, if any, that you continue to access or use on and after the date of suspension. Absent a Security Concern, we will use commercially reasonable efforts not to erase any of Your Content due to a suspension, but such items may be subject to deletion in the event of a termination of the Customer Master Account.

    6A. Fees, Billing and Usage

    6A.1. Paid Services. Certain Services may be provided as Paid Services. By accessing or using any Paid Services, you agree to pay all applicable Service Fees in accordance with these Terms and the applicable Order Form(s). Service Fees will be calculated in accordance with the pricing model stated in the applicable Order Form(s), which may include pricing tiers, fixed or recurring monthly fees, usage-based fees, included Billable Shipments, Pricing Thresholds, discounts, custom pricing, or other commercial terms. If no specific pricing model is stated in the applicable Order Form, fees will be calculated based on the number of Billable Shipments during the applicable Billing Period.

    6A.2. Pricing Thresholds and Discounts. The applicable Order Form may specify pricing tiers, discounts, Pricing Thresholds, or other volume-based pricing terms. Unless otherwise stated in the applicable Order Form, if Customer exceeds the relevant Pricing Threshold during a Billing Period, the applicable discounted or adjusted price will apply to all Billable Shipments in that Billing Period, not only to Billable Shipments above the threshold.

    6A.3. Free, Trial or Promotional Usage. We may offer free, trial, beta, promotional, or limited access to certain Paid Services, including a limited number of free Tracking Sessions or Billable Shipments, as stated on the Site, in the applicable Order Form, or otherwise agreed in writing. Unless otherwise stated, such free, trial, beta, or promotional access is subject to these Terms and may be limited, modified, or discontinued by us at any time, and any such limitation, modification, or discontinuation does not entitle you to continued free access after the applicable limit or period has expired. Any free Tracking Sessions will apply only up to the applicable stated limit of free Tracking Sessions or Billable Shipments. Tracking Sessions exceeding such limit, or otherwise not included in a free allocation under an Order Form, will be billable in accordance with these Terms and the applicable Order Form.

    6A.4. Billable Shipments. A “Billable Shipment” means each Tracking Session created or initiated through the Services, except where such Tracking Session is cancelled before it is initiated or activated. For clarity, a Tracking Session will be billable even if no location update is received, tracking is unsuccessful or incomplete, the Tracking Session is duplicative, or the shipment is created for testing purposes.

    6A.5. Monthly Invoicing in Arrears. Unless otherwise stated in the applicable Order Form, we will invoice you monthly in arrears based on your actual usage of the Paid Services during the relevant Billing Period. Invoices may be issued electronically, including by email or through the Site or Services.

    6A.6. Payment Term. You must pay each invoice within the payment term stated in the applicable Order Form. If no payment term is stated, invoices are payable within 14 days from the invoice date.

    6A.7. Usage Records. Usage will be calculated based on our system records, logs, and usage reports. Such records will be the primary basis for calculating Billable Shipments and invoicing, unless you demonstrate, based on clear and convincing evidence, to our reasonable satisfaction, a material error.

    6A.8. Suspension for Non-Payment. We may suspend or limit access to the Paid Services if any undisputed invoice becomes overdue, if billing information you provide is incomplete or inaccurate, or if we reasonably determine that your usage creates billing, security, operational, or abuse-related risk.

    6A.9. Taxes and Third-Party Fees. Fees are exclusive of all taxes, duties, levies, withholding, VAT, GST, sales, use, or similar taxes, unless expressly stated otherwise in the applicable Order Form. You are responsible for all such taxes, except taxes based on our net income. You are also responsible for any third-party fees or charges related to your use of the Services or Site, including telecom, SMS, mobile carrier, data, foreign exchange, bank transfer, payment processing, or similar charges.

    6A.10. Invoice Disputes. If you dispute an invoice in good faith, you must notify us in writing within 10 days after receipt of the invoice, specifying the disputed amount and the basis for the dispute. You must pay all undisputed amounts by the due date. If you do not dispute an invoice within this period, the invoice will be deemed accepted.

  1. 7. Term, Cancellation, and Termination

    7.1. Term. These Terms will continue to apply to your use of the Site and Services until terminated by either you or us.

    7.2. Data Retention. We agree to maintain Your Content in accordance with our internal data retention procedures. You agree that we have no additional obligation to continue to hold, export, or return Your Content and that we have no liability whatsoever for its deletion pursuant to these Terms.

    7.3. Survival of Terms. The following Sections will survive the expiration or termination of these Terms: Sections 3.2 and 3.3 (to the extent they relate to Customer’s responsibilities and liability for User actions and usage), 4.2, 6, 6A, 7, 8, 9, 11, 12, 13, 14, 15, and 16; together with all rights and remedies that have arisen before expiration or termination that by their nature are intended to survive it; payment obligations accrued before expiration or termination; and any other clauses that by their nature are intended to survive expiration or termination.

  2. 8. Customer Responsibilities

    8.1. Permitted Use. Your access and use of the Site and Services must fully comply with the provisions and conditions of the Agreements.

    8.2. Compliance. You must adhere to all laws, rules, and regulations applicable to you (and your industry) and your use of the Services, including, as applicable, import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”).

    8.3. Account Security. You are responsible for maintaining the confidentiality of the non-public credentials that are associated with your Account (and its Master Account). Customer is responsible for all activities, including the subscription of Services, that occur under Customer Master Account, regardless of whether the activities are undertaken by you, Admins, your employees, your agents, or a third party (including your contractors) and we are not responsible for any unauthorized access to (and the activities undertaken with) Customer Master Account absent clear and convincing evidence that we breached these Terms and that such breach caused the unauthorized access. You are required to take reasonable steps to prevent unauthorized access to your Account (and its Master Account) and the Services, and, further, you will cooperate with us in identifying unauthorized access or use related to your Account. You must promptly notify our customer support team in writing about any misuse (or any fact or circumstances which could reasonably be expected to result in or cause a reasonable suspicion of a misuse) of your Account (or its Master Account), authentication credentials, or any Security Concerns related to the Services or an Account.

    8.4. Your Content. As between you and us, you are solely responsible for Your Content and for ensuring that Your Content complies with the Agreements and applicable law. As between you and us, you are also solely responsible for any claims related to or stemming from Your Content and business, including all acts and transactions conducted with the Services. You will secure and maintain all rights in Your Content, as applicable, necessary for us to provide the Services to you without violating the rights of any third party or otherwise obligating us to you or any third party. We do not have any, and disclaim all and any, obligation to monitor, review, or control Your Content. We do not and will not assume any obligations with respect to Your Content other than as expressly set forth in these Terms or as required by applicable law.

    8.5. Privacy. You consent to our collection, use, and disclosure of information associated with the Site and Services in accordance with our Privacy Policy. If Your Content includes Third Party Content or personal data, contact details, shipment information, driver information, vehicle information, location data, or other information belonging to or related to third parties, you will protect the confidentiality of such Third Party Content and information belonging to or related to third parties and you represent and warrant that you have obtained all rights, notices, consents, and authorizations required for us to process such information in connection with the Services.

    8.6. Third Party Content. Your use of any Third Party Content is at your sole risk and may be subject to separate terms and conditions, and/or fees from the applicable third parties.

    8.7. Security and Backup. You are solely responsible for creating, implementing and maintaining appropriate security, protection, and backup (with routine archiving) of Your Content. You will bear the entire risk of loss of, or damage to, any of Your Content.

    8.8. Other Equipment. As between you and us, you are responsible for the procurement, configuration, operation, performance, and security of all equipment and computing resources that you use with the Services, including any gateways or other devices you may use to access the Services.

    8.9. Maintenance. You agree to collaborate and make reasonable accommodations for all maintenance to the Services, regardless of whether scheduled in advance or completed on an emergency basis.

  3. 9. Our Responsibilities

    9.1. Generally. We will provide the Services to you subject to the obligations, requirements and conditions of these Terms.

    9.2. Privacy Policy. We value your privacy and detail our policies and procedures regarding the use of your information (including Your Content) in our Privacy Policy. Notwithstanding any other agreement (whether written or verbal) between you and us, the preceding sentence contains our and our Affiliates’ entire obligation regarding the privacy and confidentiality of

    10. Your Content.

  4. Representations

    10.1. By Us. We represent and warrant to you that we have full power and authority to enter into these Terms.

    10.2. By Customer and any other User. You represent and warrant to us that: (i) you will comply with all laws, rules, and regulations applicable to you (and your industry); (ii) you or your licensors own all rights, titles, and interests in and to Your Content; (iii) you have all rights in Your Content necessary to grant the rights contemplated by these Terms; and (iv) Your Content, use, and access of the Site and Services will comply with the Agreements.

  5. 11. Intellectual Property and Proprietary Rights

    11.1. Our Proprietary Rights. Except as expressly set forth herein, nothing in these Terms grants you or your Affiliates any rights, title, or interest, implied or otherwise, in or to any of our Intellectual Property Rights or the Services. As between you and us, we and our Affiliates and licensors own and reserve all right, title, and interest in and to the Site, Services and our Content.

    11.2. Your Proprietary Rights. As between you and us, you own all right, title, and interest in and to Your Content, and except as expressly set forth herein (including in clause 4.2 hereof), nothing in these Terms grants us any rights, implied or otherwise, to Your Content.

    11.3. Third-Party Requests. We may disclose Your Content to comply with any request from a controlling government entity or a regulatory body (including law enforcement, subpoenas, or court orders). Where legally permitted and reasonably practicable, we will use commercially reasonable efforts to notify you of such a request before disclosure.

    11.4. Feedback and Suggestions. If you provide any Suggestions to us or any of our Affiliates, we and our Affiliates may use, reproduce, modify, commercialize, and otherwise exploit such Suggestions without restriction or obligation to you, and you hereby assign to us all right, title, and interests in such Suggestions to the extent any such right, title, and interests may exist.

    11.5. Publicity. If you provide us consent to disclose that you are one of our customers, we may state publicly that you are our customer and may include your name, logos, and/or trademarks in a list of our customers, online or in promotional materials. However, neither you nor we may issue a press release with respect to these Terms without mutual written consent. You may not make any public communication regarding your use of the Site or Services, nor use our name, logos, or trademarks without our prior written consent.

  6. 12. Disclaimer THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATIONS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, QUIET ENJOYMENT, USAGE OF TRADE, COURSE OF DEALING, OR ANY WARRANTY OR REPRESENTATION THAT THE SITE, SERVICES, CONTENT, SOFTWARE, OR THIRD PARTY CONTENT WILL BE SECURE, TIMELY, ERROR-FREE, FREE OF VIRUSES OR HARMFUL COMPONENTS, OR UNINTERRUPTED. WE ALSO HEREBY DISCLAIM ANY DUTIES OF A BAILEE, CUSTODIAN, OR WAREHOUSEMAN, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR HANDLING OF YOUR CONTENT OR THIRD PARTY CONTENT BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS. YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT ASSUME ANY DUTY OF CARE, FIDUCIARY DUTY, OR CUSTODIAL OBLIGATION WITH RESPECT TO YOUR CONTENT OR THIRD-PARTY CONTENT BEYOND WHAT IS EXPRESSLY SET FORTH IN THESE TERMS. YOU ARE SOLELY RESPONSIBLE FOR APPLYING APPROPRIATE SECURITY MEASURES TO YOUR CONTENT AND THIRD-PARTY CONTENT, INCLUDING ENCRYPTING SENSITIVE CONTENT. YOUR USE OF THE SITE AND SERVICES, AND ANY RELIANCE ON ANY CONTENT, IS, AT ALL TIMES, AT YOUR SOLE RISK. We do not guarantee that any Tracking Session will result in successful tracking, continuous location updates, complete shipment visibility, accurate ETAs, driver or carrier acceptance, or uninterrupted access to location data. Tracking Sessions represent access to and use of system functionality and resources, and not a guarantee of any specific tracking outcome.
  1. 13. Limitations of Liability

    13.1. LIMITATION ON THE AMOUNT OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSOR’S AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO US$1,000. THIS LIMITATION ON THE AMOUNT OF LIABILITY APPLIES TO ALL CLAIMS, WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER THE LIABILITY ARISES FROM DAMAGES OR AN AWARD OF ATTORNEYS’ FEES AND COSTS.

    13.2. LIMITATIONS ON LIABILITY AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS INTERRUPTION, GOODWILL, RELIANCE, USE, OR LOSS OF DATA OR BUSINESS INFORMATION). FURTHER, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES, COMPENSATION, OR REIMBURSEMENT ARISING OR IN CONNECTION WITH: (I) YOUR OR ANY USER’S INABILITY TO ACCESS AND/OR USE THE SITE, SERVICES OR ANY CONTENT, FOR ANY REASON; (II) AN INTERRUPTION, SUSPENSION OR CESSATION OF YOUR OR ANY USER’S ACCESS TO OR USE OF THE SITE, SERVICES OR CONTENT, FOR ANY REASON; (III) A SUSPENSION OR TERMINATION OF AN ACCOUNT; (IV) A CHANGE, DISCONTINUANCE, OR DEPRECATION OF ANY OF THE SERVICES (OR ALL OF THE SERVICES) OR CHANGE OR REMOVAL OF ANY SERVICE CAPABILITIES; (V) SCHEDULED AND UNSCHEDULED INTERRUPTIONS OR OUTAGES, FOR ANY REASON; (VI) COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR GOODS; (VII) ANY INVESTMENTS OR EXPENDITURES; (VIII) ANY CHANGE, LOSS, DELETION, DAMAGE, FAILURE, DISCLOSURE, OR UNLAWFUL (OR UNAUTHORIZED) ACCESS TO ANY CONTENT, INCLUDING YOUR CONTENT AND THIRD PARTY CONTENT; (IX) ANY BUGS, VIRUSES, MALICIOUS CODE, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (X) ANY ERRORS OR OMISSION IN ANY CONTENT OR FOR ANY LOSS OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF AND CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICES. LIABILITY IS SO LIMITED AND EXCLUDED, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  2. 14. Indemnification

    14.1. General. Unless prohibited by applicable law, you will indemnify, defend, and hold harmless us, our Affiliates, and our licensors (and the respective employees, agents, officers, directors, members, managers, and owners of us, our Affiliates, and our licensors) from and against all damages, liabilities, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim concerning or arising from (each a “Third Party Claim”): (i) Your Content (including any damage caused by malicious or harmful code included in Your Content) or any allegation or claim that Your Content infringes or misappropriated a third party’s Intellectual Property Rights or makes unlawful or unauthorized use of a third party’s trade secrets; (ii) your access or use of the Services or any Software or other Content available from or through the Site/Services, including any use in violation of the Agreements; (iii) your breach of any representation, warranty, or other provision of these Terms; (iv) your violation of any law, rule, or regulation applicable to you (or your industry); (v) a dispute between you and any of carrier, driver, dispatcher, shipper, broker, logistics provider, or other third party involved in a shipment or Tracking Session; and/or (vi) a dispute regarding or arising from any acts or omissions of any of your current or former employees, agents, representatives or contractors.

    14.2. Process. We will promptly notify you of a Third Party Claim, but our failure to provide prompt notice will only reduce your obligations to the extent that such failure substantially prejudices your ability to defend the Third-Party Claim. You will have control over the defense and may select your own counsel, however, at our election, we may select separate counsel to defend us at our expense. You may settle the Third Party Claim at your discretion, provided that any settlement which requires us to admit any liability or wrongdoing will require our prior written consent at our sole discretion. Further, any settlement which requires us to pay any money or incur any obligations may not be made without our prior written consent.

  3. 15. Dispute Resolution

    15.1. Governing Law. These Terms, including related issues, and any dispute of any sort that might arise between you and us regarding or stemming from these Terms are governed by the laws of the State of Florida, without regard to its conflict of laws principles, except that (i) if you are a U.S. Government entity, the laws of the United States govern, and (ii) if you are a state or local government entity in the United States, the laws of your local state govern.

    15.2. Precondition. You agree that as a condition for you to bring any legal claim against us (regardless of whether brought as a complaint or a counterclaim) relating in any way to these Terms or the Services, you must have provided us a Default Notice within 60 days that you first knew of (or with reasonable inquiry, could have discovered) the act or omission that gave rise to your claim.

    15.3. Time Limitation. Any claim against us must be filed within 1 year that you first knew of (or with reasonable inquiry, could have discovered) the act or omission that gave rise to your claim.

    15.4. Class Action Waiver. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

    15.5. Small Claims. Any dispute relating in any way to these Terms or the Services where a party seeks aggregate relief of US$7,500 or less will be adjudicated in any small claims court in Allegheny County, Pennsylvania, and both you and we consent to exclusive jurisdiction and venue in those courts for such disputes.

    15.6. Other Claims; Arbitration. Any dispute relating in any way to these Terms or the Services where a party seeks aggregate relief in excess of US$7,500 will be adjudicated by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Both you and we consent to exclusive jurisdiction and venue in such arbitration proceedings for such disputes. The place of the arbitration shall be in the Pittsburgh, Pennsylvania metropolitan area. Both you and we will select a single arbitrator who is acceptable to the parties. If you and we cannot reach an agreement on a single arbitrator within thirty (30) days in which arbitration is demanded by the initiating party, you and we will each appoint an arbitrator and the two arbitrators selected will then select a third arbitrator. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all of its costs and fees. As used in these Terms, “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.

    15.7. Equitable Relief. We may seek injunctive or other relief (without the necessity of posting a bond or demonstrating actual monetary damages) in any state, federal, or national court of competent jurisdiction for any actual or alleged unauthorized access or use of the Services, for data security or system integrity breaches, or an infringement of our, our Affiliates, or any third party’s intellectual property or other proprietary rights and lawful interests.

  4. 16. Miscellaneous

    16.1. No Exclusivity. We are free to offer the Services to other customers. Nothing in these Terms shall be interpreted to create any type of exclusivity for your use or access to the Services.

    16.2. Entire Agreement. These Terms set out all of the terms and are the entire agreement between you and us regarding their subject matter. The provisions, if any, located at a URL referenced in these Terms, as may be amended from time to time, are hereby incorporated by this reference. These Terms supersede all prior or contemporaneous representations, communications, understandings, or agreements between you and us, whether written or verbal, regarding their subject matter. In entering into these Terms, you have not relied on, nor will you have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set out in these Terms. We will not be bound by, and specifically, object to, any term, condition, obligation, or other provision which is different from or in addition to the provisions of these Terms (regardless of whether it would materially alter these Terms) and which is submitted by you in order, receipt, acceptance, confirmation, correspondence, or other documents.

    16.3. Language. All communications and notices to be made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms or any notice, the English language version will control if there is any conflict.

    16.4. Notices. We may provide notices regarding us, our Site, and/or the Services by posting a notice on our Site and such notices will be effective when posted on the Site. We may also provide any notice to you regarding or pursuant to these Terms by emailing a message to the email address associated with your Account. You are solely responsible for ensuring that the email account associated with your Account is accurate and current, and you agree that any notice sent by email to such email address will be effective when sent, whether or not you actually receive the email. To give us a notice regarding these Terms, the Services, or your Account, you must provide the notice by emailing a message to our support team at support@lboard.app. Any such notice will be deemed effective 3 business days after it is received.

    16.5. Force Majeure. We, our Affiliates and licensors, will not be liable for any failure or delay in performance of any obligation under these Terms where the failure or delay results from circumstances beyond our reasonable control, including acts of God, fire, explosion, earthquake, flood, storms or other elements of nature, blockages, pandemics, embargoes, riots, acts of civil or military authority, war, terrorism (including cyber-terrorism), labor disputes, strikes, acts or omissions of internet traffic carriers, internet service disruptions; utility failures, systemic electrical, telecommunications or other industrial disturbances, or actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services) (each an “Uncontrollable Event”).

    16.6. Violations. If we reasonably believe that any of Your Content and/or Third Party Content violates the law, infringes or misappropriates the rights of any third party, or otherwise violates the terms of the Agreements (“Prohibited Content”), we may disable access to or remove the Prohibited Content from the Services, pursuant to the U.S. Digital Millennium Copyright Act (DMCA), or to comply with law or any judicial, regulatory or other government order or request. In the event that we disable access to or remove Prohibited Content without prior notice, we will provide prompt notice to you unless prohibited by law.

    16.7. No Waiver. Neither you nor we will be deemed to have waived any rights by not exercising (or delaying the exercising) any rights provided under these Terms or at law. All waivers by us must be in writing to be effective.

    16.8. Confidentiality. You may use the Confidential Information only as permitted by these Terms. You will take all commercially reasonable efforts to avoid the unauthorized use, disclosure, dissemination, exploitation, or copying of any part of the Confidential Information, and will take, at a minimum, the measures you take to protect your own confidential or proprietary information. During the Term only, you may use the Confidential Information as reasonably needed for your use of the Services, but you will not disclose the Confidential Information during the Term nor at any time during the 3-year period following the end of the Term without our prior written consent, unless disclosure is required due to Legal Process. If disclosure is required by Legal Process, you will use commercially reasonable efforts to: (i) promptly notify us of the required disclosure before making the disclosure; and (ii) if applicable, comply with our reasonable requests regarding any lawful efforts to oppose the disclosure.

    16.9. Assignments. We may assign these Terms, including our respective rights and obligations, to an Affiliate or a third party at our discretion. You may not assign these Terms, in whole or in part, or delegate or sublicense any of your rights and/or obligations under these Terms, without our written consent. Any other attempt to assign or transfer is void. Subject to the restrictions provided in the preceding two sentences, these Terms will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.

    16.10. No Agency. You and we are independent contractors. Nothing in these Terms will be interpreted to create any agency, partnership, or joint venture. We may develop (or have developed) or assist third parties with their development of products, services, Content, concepts, systems, and/or techniques that are similar to or compete with your products, services, Content, concepts, systems, and/or techniques.

    16.11. No Third-Party Beneficiaries. Nothing in these Terms shall be interpreted to create or confer any rights or benefits for any third party.

    16.12. U.S. Government Rights. The Services are developed solely at private expense and, as may be provided to the U.S. Government, are provided with the same rights and restrictions generally applicable to the Services. As provided to the U.S. Government, if applicable, the Services are provided as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data,” within the meaning of the applicable Federal Acquisition Regulation and agency supplements thereto. If you are using the Services on behalf of the U.S. Government and the terms of these Terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Services.

    16.13. Construction and Interpretation. No inference in favor of, or against, us shall be drawn from the fact that we drafted all or any portion of these Terms. The titles and captions in these Terms are for convenience of reference only and do not define, limit or control the scope, intent, or effect of any part of these Terms. As used in these Terms, words of masculine, feminine or neuter gender shall mean and include the correlative words of the other genders, and words importing the singular number shall mean and include the plural number, and vice versa.

    16.14. Severability. If any part of these Terms is held invalid, illegal, or unenforceable, such portion(s) will be interpreted to affect the intent of the original portion. If such construction is not possible, the invalid, illegal, or unenforceable portions will be severed from these Terms and the remaining portions of these Terms will remain in full force and effect.

    16.15. Order of Priority. If there is a conflict between these Terms or any Order Form or other written agreement between you and us regarding the subject matter of these Terms, the documents will control, but only to the extent of such conflict, in the following order: (i) the applicable Order Form with respect to pricing, payment terms, billing periods, and other commercial terms expressly stated therein; (ii) any other written agreement signed by you and us as the parties; and (iii) these Terms.

    16.16. Applications. Applications and related carrier/driver-facing functionality made available by us may be subject to separate App Terms, including additional Apple App Store or Google Play requirements, permissions, disclosures, and mobile application usage rules. To the extent applicable, the access to and use of the relevant Application are governed by such App Terms exclusively. Users of the Application should review the applicable App Terms before downloading, accessing, or using the relevant Application.

  5. 17. Definitions Any reference in these Terms to “day” will be a calendar day. The words “include” and “including” mean “including but not limited to”. “Account” means an account with us for the access and use of the Services, subject to terms of the Agreements as may be applicable. “Account Settings” means those portions of the Site that are only accessible to Admins for the administration of the Customer Master Account. “Affiliate” means any individual, corporation, association, or other entity that directly or indirectly controls, is controlled by, or is under common control with the party in question. As used in this Agreement, the term “Control” (including the terms “controlling” and “controlled by” and “under common control with”) means either: (i) the actual power to direct or cause the direction of the management and policies of the other party, (ii) employing the other party; or (iii) ownership of more than 50% of the voting interests of the other party. “API” means an application programming interface. “Application(s)” means LBOARD mobile software application made available by us for download and use on mobile devices, as currently designed for carriers and drivers to share location updates or shipment-related information, and as may be updated, modified, or expanded for other transportation participants and other functions, from time to time. “Billable Shipment” means each Tracking Session created or initiated through the Services, except where the Tracking Session is cancelled before the Tracking Session is initiated or activated. “Billing Period” means each monthly billing period, unless another billing period is specified in the applicable Order Form or otherwise agreed in writing. “Carrier” means any carrier, driver, owner-operator, dispatcher, or other transportation service provider whose location, shipment activity, or related operational data is submitted to or tracked or otherwise processed through the Services. “Confidential Information” means all nonpublic information disclosed to you (or any of your Affiliates) by us, our Affiliates, business partners, or our or their respective employees, contractors, or agents that is designated as confidential or would normally under the circumstances be considered confidential information. Confidential Information includes: (i) nonpublic information relating to our or our Affiliate’s technology, Carriers, business plans, promotional and marketing activities, finances, and other business affairs; (ii) third-party information that we are obligated to keep confidential; and (iii) the nature, content, and existence of any discussions or negotiations between you and us or our Affiliates. Confidential Information does not include information that: (a) you can show by documentation that you already knew prior to our disclosure; (b) you can show by documentation that becomes public through no fault of you; (c) you can show by documentation was independently developed by you, or that was lawfully given to you by a third party who did not acquire or disclose the same by wrong or tortious act. “Content” means, unless the context requires otherwise, Software (including machine images), APIs, code, software libraries, command-line tools, other related technology, data, text, files, audio, video, images, and/or other content. “Customer” means the business entity that creates or is assigned a Master Account, signs or accepts an Order Form, or on whose behalf a Master Account is created and to which the Services are provided. “Freight agent” is an independent commission sales agent under contract with one or more of Freight Brokers and/or its Affiliates. “Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights. “Legal Process” means a request for disclosure of data made pursuant to law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process. “Order Form” means any written or electronic order form, service order, pricing schedule, quote, or other ordering document agreed between you and us that identifies the applicable Services, pricing, usage limits, billing period, payment terms, or other commercial terms. “Paid Services” means any Services subject to fees, including any shipment visibility, tracking portal, tracking session, API, integration, or other paid functionality. “Pricing Threshold” means any usage, volume, discount threshold, or similar threshold specified in an applicable Order Form that affects the applicable pricing for Billable Shipments during a Billing Period. “Privacy Policy” means our privacy policy, as may be updated by us from time to time, currently referenced at: https://legal.lboard.app/privacy, or an alternate site we identify. “Security Concern” means any item, code, Content, or use or access of the Services which could result in (i) unauthorized access to the Services or Content, (ii) a security risk to the Services or any third party, (iii) subjecting us, our Affiliates, our Carriers, or any third party to liability, or (iv) a disruption of (a) the Services, (b) use and or access of the Services by us, our Carriers, you, or third parties, and/or (c) our network or servers used to provide the Services. “Service Fees” means all fees, charges, and amounts payable by Customer for access to and use of the Services, including subscription/recurring fees, monthly fees, usage-based fees, per-transaction fees, fees for Billable Shipments, and any other fees specified in an applicable Order Form or otherwise payable under the Agreements. “Software” means any downloadable tools, software development kits, or other such proprietary computer software. “Suggestions” means all suggested improvements to or feedback regarding the Site and or Services that you provide to us. “Term” means the period of time from the date when you first accepted these Terms to the date when these Terms are terminated pursuant to the provisions of the Agreements. “Third Party Content” means Content made available to you by any third party for or in conjunction with the Services. “Tracking Session” means each tracking session, tracking request, or shipment tracking record created or initiated through the Services to track a shipment, load, vehicle, driver, carrier, or other transportation-related movement. “User” refers to all Admins and Sub-Users, and all other parties that access or use the Site or Services under or through Customer Master Account. “Your Content” means Content you or another User inputs, adds, edits, or uploads to the Services under your Account or otherwise transfer, process, use or store in connection with your Account.