This End User License Agreement (“Agreement”) is a legally binding contract between you (“Licensee,” “you,” or “your”) and HaulGuard AI LLC, an Arizona limited liability company (“HaulGuard AI,” “we,” “us,” or “our”). By clicking “I Agree,” accessing or using the HaulGuard AI platform (the “Platform”), or by executing an Order Form referencing this Agreement, you agree to be bound by all terms and conditions herein. If you do not agree, you must immediately discontinue all use of the Platform.
If you are accepting this Agreement on behalf of a company, carrier, fleet, or other entity, you represent and warrant that: (a) you have full legal authority to bind that entity; (b) you have read and understand this Agreement; and (c) you agree to this Agreement on behalf of that entity. In that case, “you” and “your” refer to that entity.
The following capitalized terms have the meanings set forth below:
“AI Output” means any content, determination, recommendation, routing suggestion, placard classification, evidence packet, or other output generated by the Platform’s artificial intelligence or machine learning systems, including but not limited to Compliance Records and Audit Ledger entries.
“Audit Ledger” means the Platform’s cryptographically-chained, tamper-evident log of driver attestations, load events, Compliance Records, and associated metadata, designed to create an immutable chronological evidence chain.
“Authorized User” means any individual employed by or contracted to Licensee who is granted access credentials by Licensee to use the Platform.
“Beta Features” means any Platform features or modules designated as “In Development,” “Coming Soon,” “Planned,” “Beta,” “Preview,” or similar, which have not been released to general availability.
“Compliance Record” means any AI-generated, tamper-evident documentation package for a hazmat load, including placard determinations, 49 CFR citations, driver attestations, and linked Audit Ledger entries.
“Confidential Information” means any non-public information disclosed by either party to the other in connection with this Agreement that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
“DOT” means the U.S. Department of Transportation and its sub-agencies, including the Federal Motor Carrier Safety Administration (FMCSA) and the Pipeline and Hazardous Materials Safety Administration (PHMSA).
“Evidence Packet” means the court-grade documentation bundle generated by the Platform for a given hazmat load, comprising the Compliance Record, Audit Ledger excerpt, driver attestation chain, CDL credential snapshot, and load manifest.
“Feedback” means any suggestions, ideas, enhancement requests, comments, or recommendations submitted by Licensee or any Authorized User to HaulGuard AI regarding the Platform.
“Founding Member” means a subscriber who purchased a qualifying subscription plan during the Founding Member promotional period, as identified in their Order Form or account confirmation.
“HOS” means Hours of Service regulations as promulgated by FMCSA under 49 CFR Part 395, governing the maximum hours commercial drivers may operate vehicles.
“49 CFR” means Title 49 of the Code of Federal Regulations, including Parts 171–180 governing transportation of hazardous materials, and all other parts applicable to commercial motor vehicle operations.
“Order Form” means any written or electronic subscription agreement, purchase order, or pricing schedule executed by Licensee and referencing this Agreement.
“Platform” means the HaulGuard AI software-as-a-service application, web application, mobile applications, APIs, AI models, compliance tools, Audit Ledger system, and all related documentation and services.
“Subscription Term” means the period during which Licensee is authorized to access and use the Platform, as specified in the applicable Order Form or subscription confirmation.
“Your Data” means all data, information, documents, load manifests, CDL credentials, attestations, and other content submitted by Licensee or any Authorized User to the Platform.
Subject to the terms of this Agreement and timely payment of all applicable fees, HaulGuard AI grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to:
This license does not include: (a) any right to access the Platform’s source code; (b) any right to sublicense, resell, or otherwise make the Platform available to third parties; (c) any right to use the Platform to develop, train, or benchmark a competing product or AI system; or (d) any right broader than expressly stated herein.
Licensee agrees that it will NOT, and will ensure that Authorized Users do NOT:
HaulGuard AI reserves the right to investigate and take appropriate legal action against any violation of this Section, including suspension or termination of Platform access.
As of the Effective Date, the Platform includes both generally available features and Beta Features. Beta Features are designated as such in the Platform interface (e.g., labeled as “In Development,” “Coming Soon,” “Planned,” or “Beta”). Licensee acknowledges and agrees that:
The Platform — including its software, source code, algorithms, AI models, machine learning systems, regulatory databases, UI/UX design, documentation, trademarks, and all intellectual property embodied therein — is and remains the exclusive property of HaulGuard AI LLC. Patent Pending No. 64/048,483. This Agreement does not convey to Licensee any ownership interest in the Platform or any HaulGuard AI intellectual property. All rights not expressly granted are reserved by HaulGuard AI.
HaulGuard AI’s name, logo, “HaulGuard AI,” and associated marks are trademarks of HaulGuard AI LLC. Licensee receives no license to use HaulGuard AI’s trademarks, trade dress, or branding in any manner without prior written consent.
Licensee retains all ownership rights in Your Data. By submitting Your Data to the Platform, Licensee grants HaulGuard AI a limited, non-exclusive, royalty-free, worldwide license to use, process, store, and transmit Your Data solely as necessary to: (a) provide the Platform services; (b) maintain the Audit Ledger; (c) generate Compliance Records and Evidence Packets; and (d) fulfill HaulGuard AI’s obligations under this Agreement. This license terminates upon expiration or termination of the Subscription Term, subject to applicable retention obligations.
Compliance Records and Evidence Packets generated by the Platform using Your Data are licensed to Licensee under Section 3. HaulGuard AI retains all intellectual property rights in the underlying AI models, algorithms, regulatory databases, and systems used to generate such outputs.
THE PLATFORM IS A COMPLIANCE DOCUMENTATION AND WORKFLOW ASSISTANCE TOOL. AI OUTPUTS ARE NOT LEGAL ADVICE, REGULATORY APPROVAL, OR A GUARANTEE OF COMPLIANCE.
HaulGuard AI’s AI systems analyze submitted load data and apply current regulatory databases to generate AI Outputs. Licensee acknowledges and expressly agrees that:
Where Licensee’s subscription tier includes API access, the following additional terms apply:
HaulGuard AI will use commercially reasonable efforts to make the Platform available. However, Licensee acknowledges that:
HaulGuard AI makes no service level agreement (SLA) commitment in this Agreement unless separately negotiated in a signed Order Form.
Access to the Platform requires a paid subscription. Fees, billing cycles, and included features are described at haulguard.ai/pricing and in any applicable Order Form.
By subscribing, Licensee authorizes HaulGuard AI (or its payment processor) to charge Licensee’s designated payment method for all applicable subscription fees, applicable taxes, and any other charges incurred.
Founding Members are entitled to lock in the applicable promotional rate for twelve (12) consecutive months beginning on the first day of their first paid billing cycle. This pricing lock survives general platform-wide price increases during the lock period. After the 12-month lock expires, Founding Member accounts will be transitioned to the then-current standard pricing with thirty (30) days’ prior notice.
HaulGuard AI reserves the right to change subscription pricing at any time with thirty (30) days’ advance notice to the account holder by email. Continued use of the Platform after the effective date of a price change constitutes acceptance of the new pricing.
All subscription fees are non-refundable except as expressly required by applicable law or as set forth in Section 11 (Cancellation).
Licensee is responsible for all applicable sales, use, value-added, and similar taxes arising from its use of the Platform.
If any payment is overdue by more than ten (10) days, HaulGuard AI may suspend Platform access without notice. Reinstatement may require payment of all outstanding amounts plus a reinstatement fee.
Licensee may cancel its subscription at any time by: (a) using the account self-service cancellation flow in the Platform dashboard; or (b) emailing a written cancellation request to support@haulguard.ai from the account owner’s registered email address. Cancellation takes effect at the end of the current billing cycle. Licensee retains access to the Platform through the end of the paid period. Cancellation does not entitle Licensee to a refund of fees paid for the current billing cycle.
This Agreement commences on the date Licensee first accepts it and continues for the Subscription Term. HaulGuard AI may terminate this Agreement and suspend or terminate Platform access, with or without notice, in the following circumstances:
Upon termination for any reason: (a) all license rights granted herein immediately and automatically cease; (b) Licensee must promptly destroy all copies of Platform materials in Licensee’s possession; (c) HaulGuard AI will make Your Data available for export in a standard format (CSV or JSON) for thirty (30) days following termination, after which HaulGuard AI may permanently delete Your Data, except as required by applicable law; and (d) all accrued payment obligations survive termination.
The intellectual property, confidentiality, AI Output limitations, warranty disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions of this Agreement survive termination.
Each party may receive Confidential Information of the other party in connection with this Agreement. Each party agrees to:
These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice (where legally permitted) to allow the disclosing party to seek a protective order.
HaulGuard AI’s Confidential Information includes, without limitation: the Platform’s source code, AI models, algorithms, regulatory databases, pricing structures, product roadmap, and business strategy.
If Licensee or any Authorized User provides Feedback to HaulGuard AI (including through support tickets, product surveys, in-app submissions, or otherwise), Licensee grants HaulGuard AI a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, adapt, incorporate, and commercialize such Feedback in any manner and for any purpose, including to improve the Platform, without any obligation of compensation, attribution, or confidentiality to Licensee. Feedback does not include Your Data.
THE PLATFORM — INCLUDING ALL AI OUTPUTS, COMPLIANCE RECORDS, AUDIT LEDGERS, EVIDENCE PACKETS, ROUTING RECOMMENDATIONS, HOS OPTIMIZATION SUGGESTIONS, AND REGULATORY DATABASE CONTENT — IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAULGUARD AI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT THE PLATFORM WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) WARRANTIES THAT AI OUTPUTS WILL BE ACCURATE OR FREE FROM AI HALLUCINATIONS; (D) WARRANTIES THAT THE PLATFORM’S REGULATORY DATABASE REFLECTS THE MOST CURRENT AMENDMENTS TO 49 CFR OR ANY OTHER APPLICABLE REGULATION; AND (E) ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION PROVIDED BY HAULGUARD AI OR ANY OF ITS REPRESENTATIVES SHALL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAULGUARD AI AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING: LOSS OF REVENUE OR PROFITS; LOSS OF BUSINESS; REGULATORY FINES, PENALTIES, OR ENFORCEMENT ACTIONS (INCLUDING FMCSA OR PHMSA VIOLATIONS); LOSS OF CDL, HAZMAT ENDORSEMENT, OR OPERATING AUTHORITY; DAMAGE TO CARGO OR THIRD PARTIES; DATA LOSS OR CORRUPTION; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF HAULGUARD AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL HAULGUARD AI’S TOTAL CUMULATIVE LIABILITY TO LICENSEE UNDER THIS AGREEMENT EXCEED THE LESSER OF: (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY LICENSEE TO HAULGUARD AI IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000 USD).
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Licensee agrees to defend, indemnify, and hold harmless HaulGuard AI LLC and its members, managers, officers, employees, contractors, and agents (collectively, “HaulGuard AI Parties”) from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:
Before initiating arbitration, the parties agree to attempt to resolve any dispute informally. Either party may notify the other in writing of the dispute, and the parties will attempt to negotiate in good faith for thirty (30) days before proceeding to arbitration.
Any dispute arising out of or relating to this Agreement, the Platform, or any AI Output that is not resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (available at www.adr.org), with the proceedings conducted in Maricopa County, Arizona. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules. The arbitrator shall apply the laws of the State of Arizona, without regard to conflict-of-laws principles. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Each party shall bear its own attorneys’ fees and costs. AAA administrative fees and arbitrator compensation shall be shared equally, except that HaulGuard AI will pay any AAA filing fees exceeding $250 for claims asserted by Licensee in good faith.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY. LICENSEE WAIVES ANY RIGHT TO PARTICIPATE AS A PLAINTIFF, CLASS MEMBER, OR PRIVATE ATTORNEY GENERAL IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS.
Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Maricopa County, Arizona, solely to prevent irreparable harm or protect intellectual property rights, without waiving the right to arbitrate the underlying claim.
Any claim arising out of or relating to this Agreement must be commenced within two (2) years after the cause of action accrues; otherwise such claim is permanently barred.
All legal notices, demands, or other formal communications required or permitted under this Agreement must be in writing and delivered by:
Notices are effective upon: (a) confirmed email delivery; or (b) the third business day after deposit in U.S. mail. Routine account communications (billing notices, feature updates, policy change alerts) may be delivered by standard email or in-platform notification.
This Agreement is governed by and construed in accordance with the laws of the State of Arizona, without giving effect to any conflict-of-laws principles.
This Agreement, together with any executed Order Form and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, negotiations, and understandings, whether oral or written.
HaulGuard AI may amend this Agreement with thirty (30) days’ advance notice by email or in-platform notification. Continued use of the Platform after the effective date of any amendment constitutes acceptance. For material changes, HaulGuard AI will request affirmative acknowledgment.
If any provision of this Agreement is held by a court or arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
No waiver by either party of any breach or default shall be deemed a waiver of any subsequent breach or default of the same or any other provision. Waivers must be in writing to be effective.
Licensee may not assign this Agreement, or any rights or obligations hereunder, without HaulGuard AI’s prior written consent. Any attempted assignment without consent is void. HaulGuard AI may assign this Agreement in whole or in part in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, with notice to Licensee.
HaulGuard AI shall not be liable for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including: acts of God, natural disasters, pandemics, or public health emergencies; power failures, internet service provider outages, or telecommunications disruptions; cyberattacks, denial-of-service attacks, or security breaches by third parties; government regulations, orders, embargoes, or sanctions; labor disputes, strikes, or civil unrest; or failures of third-party services (including AWS, Google Cloud, Azure, mapping APIs, or payment processors). HaulGuard AI will notify Licensee as soon as practicable and will use commercially reasonable efforts to resume performance.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
Section headings are for convenience only and shall not affect the interpretation of this Agreement.
This Agreement may be accepted electronically. Electronic acceptance (including click-through acceptance) constitutes a valid and binding signature for all purposes under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and applicable state law.
HaulGuard AI LLC
5830 W Thunderbird Rd, Ste B8-142, Glendale, AZ 85306
Email: support@haulguard.ai · Phone: +1 (623) 462-3405 · Website: haulguard.ai
BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS END USER LICENSE AGREEMENT.