USER AGREEMENT

User Agreement

This document represents the Terms & Conditions governing the use of the GBT Network, which consists of websites, mobile applications, products, tools and services owned and operated by GBT. You can advance directly to any section of the Agreement by clicking the appropriate link below. Headings and subheadings are for reference only and do not limit the scope of each section. Select capitalized terms have specific descriptions as defined in the Definitions section at the end of this document.

INTRODUCTION: Changes; Hardware and Software Requirements; Assignment of Rights; Privacy; Security; Limitations of Liability; No Warranty; Complete Agreement; Translated Agreement; Our Role
APPROPRIATE USE: License; Warrants; Driver Safety; Restricted Activities; Intellectual Property and Confidential Information; Communications; Insurance Claims; Arbitration
ACCOUNTS: Eligibility

Carrier Accounts; Shipper Accounts; Identity Verification; Third Party Permissions; Closing Your Account; Dormant Accounts
ACCOUNT BALANCES: Balance; Assignment of Interest; Risk-Based Holds; Reserves; Risk Management
REFERRAL PROGRAM: Eligibility; Registration; Roles; Representing GBT; Payments; Balance; Interest

Taxes; Unauthorized Transactions & Other Errors; Liability; Changes
PAYMENTS: Payment Methods; Wire Transfers; Credit Card Transactions; Originating Source; Payment Review; Taxes; Withdrawals
FEES: Transaction Fees; Network Fees; Accessorial Charges; Adjustments; Unauthorized Transactions and Other Errors; Bills of Lading
DEFINITIONS

INTRODUCTION

The following Terms & Conditions govern the use of the GBT Network which consists of websites, mobile applications, products, tools and services (collectively 'Network'). By accessing, browsing and/or using this Network, you acknowledge that you have read, understood and agree with this User Agreement ('Agreement') and will comply with all Terms & Conditions, applicable federal, state and local laws and regulations including United States ('US') export and re-export control. This Agreement is a contract between 'you' and Go By Truck, Inc. and applies to your use of the GBT Network and all transactions conducted through GBT, including but not limited to, shipments, communications and the transfer and release of funds between Shipper and Carrier. 'You' refers to all individuals using the Network and services, and if you use the Network on behalf of a corporation, LLC, partnership, or other business entity, then 'you' shall include that business entity and all individuals associated with using the Network. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, DO NOT USE THE GBT NETWORK.

This site is controlled and operated by GBT from offices within the US. At this time, GBT provides services exclusively to customers in the US and in Mexico. We make no representation that materials within the Network are appropriate or available for use in other locations, and access to them from territories where its contents are illegal or prohibited. If you access the Network from locations other than the US or in Mexico, you do so 'on your own' and are responsible for compliance with all applicable laws.

Changes. You agree that at any time, and in our sole discretion, we may modify these Terms & Conditions by posting a revised Agreement on gobytruck.com. The revised Agreement will be effective at the time of posting. Your continued use of the Network after any such revision constitutes your acceptance of the revised Agreement. If the revision includes any Substantial Change, we will post a 'policy update notice' on gobytruck.com at least 14 Days prior to the revised Agreement taking effect.

GBT reserves the right to modify, discontinue or suspend any part of the GBT Network at any time, for any reason, and to impose limitations and/or restrictions to such products without notice or liability.

Hardware and software requirements. In order to access and retain electronic Communications, you will need the following computer hardware and software:

a computer with an Internet connection;
a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled;
Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format;
a valid email address

Assignment of Rights You will not transfer, sell or assign your rights and/or obligations under this Agreement without GBT's prior written consent. We reserve the right to transfer and/or assign any rights and/or obligations under this Agreement, at any time.

Privacy. Protecting your privacy is very important to us. Please review our Privacy Policy to better understand our commitment to maintaining your privacy, our use and disclosure of your Information, as well as your responsibilities as a GBT Network User.

Security. You are responsible for maintaining adequate security and control of any and all login Information, such as usernames, passwords, PINs, or any other codes that you use to access the GBT Network. You are responsible for keeping your mailing and email addresses current in your Account Profile. WE WILL NEVER ASK YOU FOR YOUR ACCOUNT PASSWORD; however, your username, PIN or other Information may be requested for identity verification.

Any and all personal and payment source information collected during the course of performing business, regardless of whether the data is stored physically or electronically, is secured by GBT in the US. We protect your information using physical, technical and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure and alteration. Some of the safeguards we use are firewalls and data encryption, physical access controls to our data centers and information access authorization controls. Further, only secure communication protocols and encrypted connections are used during the processing of transactions. When you enter sensitive information (such as a credit card number) on our website, we encrypt that information using secure socket layer (SSL) technology.

In addition, GBT uses a program designed to help provide the complex infrastructure and added security necessary for us to ensure secure, fast and reliable transactions, utilizing industry-leading technologies and protocols, such as an additional 128-bit SSL. We maintain compliance with a number of government and industry security initiatives and monitor, help to identify, manage and prevent suspicious and potentially costly fraudulent transactions. We are committed to protect your personal information and the environments in which it is stored by GBT.

Limitations of Liability. In no event, however arising, including negligence, shall GBT, our officers, directors, agents, joint venturers, employees and/or suppliers (et al) be liable for any indirect, special, incidental or consequential damages, including but not limited to, loss of data or profit, arising out of the use of, inability to use, or in connection with the GBT Network or this Agreement.

GBT does not take possession of freight, contract employees of or contract partnership with the Carriers transacting business on the Network. We are not liable for overages, shortages or damages to freight. Further, we are not liable for damages, misconduct or misrepresentation by either party. We are not responsible for any claims arising out of negligence by the Shipper, consignee, Carrier, or any other third party or person(s) involved with pick up, transport or drop off of the shipment.

No Warranty. The GBT Network and related services are provided as is and without any warranty, whether expressed, implied or statutory. GBT et al, specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We do not control the goods or services paid for via the Network, and we do not guarantee a User with whom you are transacting business, will complete the transaction or is authorized to do so.

We do not guarantee continuous, uninterrupted or secure access to any part of the Network, and its operation may be interfered with or affected by factors outside of our control. We make reasonable efforts to process EFTs and/or paper checks (as needed) in a timely manner; however, we make no warranties regarding the amount of time needed to complete such processing, depending upon the presence of factors outside of our control (e.g. delays in the banking system or postal service).

Complete Agreement. This Agreement, along with any applicable policies and Agreements on any e-signature page on gobytruck.com or the GBT Network, sets forth the entire understanding between you and GBT with respect to our services. This Agreement, as well as any other Terms & Conditions, which by their nature should survive, will survive the termination of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.

Translated Agreement. Any translation of this Agreement is provided solely for your convenience and is not intended to modify the Terms & Conditions of this Agreement. In the event of a conflict between the English and translated versions of this Agreement, the English version shall apply.

Our Role. GBT is a Broker of Property (except Household Goods) ('Broker'). The Department of Transportation (DOT) division of Federal Motor Carrier Safety Administration (FMCSA) defines a Broker of Property as an individual, partnership, or corporation that receives payment for arranging the transportation of property (excluding household goods) belonging to others by using an authorized Motor Carrier. A Broker does not assume responsibility for the property and never takes possession of it. We are a Broker of Transportation. However, we do not broker household goods; therefore, you agree to not solicit household goods as a Shipper nor transport household goods as a Carrier via the GBT Network.

You acknowledge that the GBT Network is a neutral venue for customers to meet in order to coordinate transportation services. We help facilitate business transactions, specifically the transportation of property by an authorized Motor Carrier, for businesses wishing to move freight. Our purpose is to bring those who need freight transported together with those who can transport freight. We offer these services along with other convenience tools for you to manage your business with safety, security and simplicity. GBT IS NOT A FREIGHT CARRIER OR AN AGENT FOR A FREIGHT CARRIER. We do not own the equipment, employee Drivers or affiliates of Carriers with whom you negotiate the transport of your freight.

APPROPRIATE USE

License. If you are using a GBT application programming interface, mobile app, or other GBT tool that you have downloaded to your computer or mobile device, we grant you a revocable, non-exclusive, non-transferable license to use the software in accordance with this Agreement. This licensure includes the use of software and all updates, upgrades, new versions and replacement software for your personal use only. You may not rent, lease or otherwise transfer this license to a third party. You must comply with the implementation and use requirements contained in all GBT documentation accompanying GBT services. You are liable for all damages suffered by you, us and any third parties resulting from your non-compliance with such requirements. You will not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code derived from GBT software. You acknowledge that all rights, title and interest to this software are owned by GBT. Any third party application you use to access the Network is subject to that third party provider's software license. We do not own, control or have any responsibility to or liability for any third party software you elect to use in connection with GBT services.

Warrants. You are responsible for, and warrant compliance with, all applicable laws, rules and regulations including but not limited to customs laws, import and export laws, governmental regulation of any state or region to, from, through or over which a shipment may be carried. You further warrant that you are registered and in compliance with the Code of Federal Regulations Title 49 (49 CFR): Transportation. You will immediately cease use of the Network and inform us in the event that your registration, certification and/or compliance with these regulations expires or is terminated. You will provide all required documentation to maintain or re-establish compliance with such laws, rules and regulations.

Any individual or entity acting on your behalf in posting, scheduling or quoting shipments warrants he/she has the authority to act on your behalf and legally bind you. GBT assumes no liability to any person or entity for any loss or expense due to your failure to comply with these provisions.

Driver Safety. You agree, and assume full responsibility, to drive safely, observe all traffic rules/laws and use your own personal best judgment while driving. Therefore, you will not access, enter or change Information, or otherwise interact with the GBT Network while driving.

Restricted Activities. In connection with your use of the GBT Network or in the course of your interactions with other Network Users or third parties, you certify that you will not:

double broker or co-broker any shipment with any association to the GBT Network;
provide false, inaccurate or misleading Information during the sign-up process, in banking or while transacting shipments;
allow Information to become out-of-date or expired, and will keep your Information up-to-date with GBT;
transport freight without the appropriate authority, insurance coverage or bond;
transport freight outside the geographic bounds of your authority;
transport commodities you are not authorized to transport;
transport or solicit the transport of illegal or counterfeit goods;
transport or solicit the transport of a shipment for which 'hours of service' are not available;
access or use the Network to compete with GBT services;
reproduce, republish, resell or distribute GBT Information in any format, in whole or in part, for sale or commercial use by third parties;
provide, or carelessly leave available to, your username and/or password to any non-registered User;
engage in any illegal, deceptive, misleading, unethical or fraudulent business practice;
send or receive fraudulent funds;
violate any law, statute, ordinance or regulation governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising;
act in a manner that is defamatory, trade libelous, threatening or harassing;
leave negative feedback or report a 'service failed' for a Carrier that experienced an event beyond reasonable control while in transit (e.g. acts of 'Nature', 'God', or terrorism, etc.);
you will not take any action that imposes an unreasonable or disproportionate burden on our infrastructure; facilitate any computer programming routines that may damage, detrimentally interfere with, secretly intercept or take possession of the system, data or Information; use an anonymous proxy; use any robot, spider or other automatic or manual process to monitor or copy our website; use any device, software or routine to bypass our robot exclusion headers; or interfere or attempt to interfere with our website or services without our prior written permission;
collude with other Carriers or Shippers with the intent to manipulate GBT Network data, including but not limited to quoting data, shipment data and profile data;
take any action that may cause us to lose any of the services from our Internet service providers, payment processors or any other suppliers;
refuse to cooperate in an investigation or provide confirmation of your identity or any other Information you've provided us;
receive, or attempt to receive, funds from both GBT and another User, bank or credit card issuer for the same transaction at any time;
control an Account that is linked to an Account that has engaged in any of these Restricted Activities;
conduct your business or use GBT services in a manner that results in, or may result in, complaints, Disputes, Reversals, Chargebacks, Fees, fines, penalties and other liability to GBT, other Users, third parties or yourself;
use your GBT Account or our services in a manner that we, or any electronic funds transfer network reasonably believes to be an abuse of the system or a violation of any common practice rules;
use GBT services to test credit card behaviors;
use any import/export capability to transfer or distribute GBT Information from your computer system to any other location(s); all Information downloaded or exported from the GBT Network is intended for use by you and not to be distributed to any other Users or locations, unless otherwise stated, is to be restricted to one or more identified computers located at your address(es).

You agree that any violation of the above, or any other Agreement or policy that you have entered into with GBT, may result in immediate termination of your registration and/or Account, and access to the GBT Network and services, and enforcement of GBT availing itself of any legal remedy under state and/or federal law. If a legal remedy is sought by GBT, you will be responsible for legal costs, including without limitation, reasonable attorneys' Fees.

If GBT believes you may have engaged in any Restricted Activities, we may take actions to protect GBT, our Users, third parties or yourself from Reversals, Chargebacks, Disputes, Fees, fines, penalties, and any other liability. The actions may include, but are not limited to, the following:

close, suspend, or limit your access to your GBT Account and services (such as limiting access to any of your Payment Methods, and/or your ability to post shipments, accept quotes, quote shipments, fund your Account, make withdrawals, or change or remove financial Information);
contact Users who have transacted business with you through GBT, contact your bank or credit card issuer, and/or alert other Users, law enforcement or impacted third parties of your actions;
profile adjustments for TONU or Service Failure infractions;
Network removal for an individual or cumulative feedback rating falling below 75%;
update any inaccurate Information you provided to us;
refuse GBT services to you in the future;
hold your funds for up to 180 Days, if reasonably needed, to protect against the risk of liability;
take legal action against you.

Intellectual Property and Confidential Information. Gobytruck.com, Go By Truck, Inc., Go By Truck, GBT and all logos, affiliated websites, page headers, custom graphics, button icons and scripts relating to the GBT Network, products and services are service marks, registered trademarks, and/or trade dress of GBT or its licensors. You will not copy, imitate or use the likeness of these items without GBT's prior written consent. You will not alter, modify or change these logos in any way, use them in a manner that is disparaging to GBT or the GBT Network or services, or display them in any manner that implies GBT's sponsorship or endorsement. All rights, title and interest in and to our website, the GBT Network, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of GBT and its licensors. You agree to not infringe on GBT's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.

GBT welcomes your feedback, insight and suggestions about how to improve GBT services. By submitting any suggestions, information, photographs or images, material, or other content to GBT, you grant us the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, and display such content, in whole or part, throughout the universe and/or to incorporate it in other works in any form, media or technology now known or later developed for the full term of any rights that may exist in such content. Further, GBT may use any ideas, concepts, know-how, techniques, and suggestions contained in any communications you send to us for any purpose whatsoever, including but not limited to, creating and marketing products or services using such Information.

GBT may disclose to you or you may otherwise discover, directly or indirectly, confidential Information or technical data, including but not limited to, research, product plans, customer lists, developments, inventions, processes, formulas, technology, designs, hardware configuration, finances or other business Information. You agree and acknowledge that any and all of our Information is confidential and shall be our sole and exclusive intellectual property. You agree to use our Information only for the specific purposes as allowed by these Terms & Conditions. Any disclosure of our Information to a third party, including a direct competitor, is strictly prohibited and may result in the pursuit of legal action against you.

Communications. We will work together to keep the Network working properly and safely. Please report any policy violations or concerns to GBT Customer Solutions by telephone at 417-501-8919 or email customersolutions@gobytruck.com.

You agree that we may provide you with communications about your GBT Account, the Network and services electronically. Keeping you informed about your Account and the services available to you is important to us. GBT reserves the right to close your Account if you withdraw your consent to receive electronic communications from us. Electronic communications are considered to be received by you within 24 hours of posting to our website or sending via email. Communications sent to you by postal mail are considered to be received by you within three (3) Business Days after we mail it unless we are immediately notified otherwise. You further consent to receiving customer service calls and text messages from GBT at the telephone number you gave us during sign-up.

Insurance Claims. We will provide the Carrier's insurance contact information to the Shipper upon necessity and formal request. Payment for the shipment will be released to the Carrier, in full, and all claims will be addressed between the Shipper, the Carrier and their insurance companies. GBT will not be considered a liable party.

Arbitration. Any arbitration you may bring against GBT will be resolved in accordance with this Agreement. In the event we retain an attorney or collection agency for the enforcement of this Agreement and/or to collect unpaid charges, all unpaid charges will be subject to a late payment penalty of 33% and you will be liable for court costs, all attorneys' and collection agency's fees incurred, together with related costs and expenses.

All civil actions filed as a result of arbitration arising out of this Agreement will be filed in the court of proper jurisdiction in the State of Missouri. Except as otherwise agreed by the parties or as described herein, you agree to submit to the personal jurisdiction of the Federal or State courts located within Missouri for the purpose of litigating all such instances. This Agreement is governed in all respects by the laws of the State of Missouri, without regard to conflict of law provisions.

ACCOUNTS

Eligibility. To be eligible to use the GBT Network and services, you must be at least 18 years old and a legal resident of the US or Canada. By applying for a GBT Account and accepting the Terms & Conditions outlined in this Agreement, you attest that you are establishing an Account primarily for business use and business/commercial shipments, not personal use.

Carrier Accounts. Carrier Accounts are either identified by a government issued Department of Transportation number (DOT#) or a unique number assigned. Only Carriers with valid DOT#'s are eligible to apply for a GBT Account. As part of our Carrier verification process, all required documentation must be received, reviewed and entered into our system prior to transporting a shipment; all FMCSA-established legal standards must be met in order to be approved to search, quote and/or transport freight via the GBT Network.

Shipper Accounts. All Shipper Accounts are identified by a federal government-issued Employer Identification Number (EIN). Only Shippers with valid EINs are eligible to apply for a GBT Account. Shipper Accounts are approved after collection of proper documentation and a business verification process. As part of our Shipper verification process, all required documentation must be received, reviewed and entered into our system and the company validated in order to be approved to post shipments to the GBT Network.

Identity Verification. Federal law requires that we collect certain key pieces of Information in order for you to access and use GBT services. You Authorize GBT, directly or through third parties, to make any inquiries deemed necessary to verify your identity. This may include, but is not limited to, asking you for additional Information, such as your DOT#, MC#, EIN, or PIN; require you to take certain steps to confirm ownership of your email address or financial accounts; order a credit report; validate your Information through third party databases or other sources; and/or any other method of Information gathering that allows us to reasonably identify you. We may also ask to see your driver's license or other identifying documents at any time. GBT reserves the right to close, suspend or limit access to your Account and/or GBT services in the event we are unable to obtain or verify your Information.

Third Party Permissions. If you grant express permission to a third party to take specific actions on your behalf (e.g. enter a release code), or access particular Information about your Account, either through your use of the third party's product or service, or through your GBT Account, you Authorize GBT to disclose such Information about your Account to this third party. You understand and accept that granting permission to a third party to take specific actions on your behalf, or allowing them access to your information, does not relieve you of your responsibilities under this Agreement. Further, you will not hold GBT responsible for any liability arising from the actions, or inactions, of this third party in connection with the permissions you grant.

Closing Your Account. You may choose to close your GBT Account at any time. If you have Pending Payments, we will not close your Account until such payments have been processed, during which time, we may limit your ability to transact additional business. Attempting to close your GBT Account during an investigation may result in a hold placed on your Balance for up to 180 Days to protect GBT, its affiliates, or a third party against the risk of Reversals, Chargebacks, Disputes, Fees, fines, penalties and any other liability. You are liable for all obligations related to your Account, even after the Account is closed.

Dormant Accounts. If your GBT Account remains dormant with no activity for five or more (5+) years, GBT may close your Account. If there is a Balance, we will make a genuine effort to notify you prior to closing your Account. If you fail to respond to our attempts for notice, your Balance will be escheated (sent) to the State of Missouri. To collect unclaimed funds, contact the State of Missouri Treasurer, Unclaimed Property Division.

ACCOUNT BALANCES

Balance. You do not need to maintain a Balance in your Account in order to make shipment payments. GBT combines your funds with other Users' funds and places all the funds into Pooled Accounts with one or more banks. These Pooled Accounts are held in GBT's name for the benefit of our collective Users. Balances (in US Dollars) held in Pooled Accounts may be eligible for FDIC pass-through insurance. GBT will not voluntarily make your funds available to its creditors in the event of bankruptcy.

Assignment of Interest. You understand and agree that you shall not receive interest or other earnings on the funds that GBT handles as your agent and places in Pooled Accounts. In consideration for your use of GBT services, you irrevocably transfer and assign to GBT any ownership right that you may have to any interest that may accrue on funds held in Pooled Accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants GBT any ownership right to the principal of the funds you maintain with GBT. In addition to, or instead of, earning interest on Pooled Accounts, GBT may receive a reduction in Fees or expenses charged for banking services by the banks that hold your funds.

To secure your performance of this Agreement, you grant to GBT a lien on and security interest in and to the funds held in your Account in the possession of GBT.

Risk-Based Holds. GBT, in its sole discretion, may place a hold on any or all payments when we believe there may be a high level of risk associated with you, your Account, or any or all of your transactions. Our determination may be based on a number of different factors and we may rely on Information received from third party partners. We will notify you of our actions if we place a hold on any or all payments. We will release the hold on any payment after 21 Days from the date the payment was received into your Account, unless you receive a Dispute, Chargeback, Reversal, or we have to take another permitted action, as described in this Agreement. In certain circumstances, and in our sole discretion, we may choose to release the hold in fewer Days. If you receive a Dispute, Chargeback or Reversal, we may continue to hold the payment in your Account until the matter is resolved pursuant to this Agreement.

Reserves. GBT, in its sole discretion, may place a Reserve on funds held in your Account when we believe there may be a high level of risk associated with your Account. If your Account is subject to a Reserve, GBT will provide you with notice, specifying the terms of the Reserve. The terms may require that a certain percentage of the amounts received into your Account are held for a certain period of time, or that a certain amount of money is held in 'Reserve', or any other criteria that GBT determines is necessary to protect against the risk associated with your Account. GBT may change the terms of the Reserve at any time by providing you with notice of the new terms.

Risk Management. If we close your Account, terminate your use of GBT services, or limit access to your Account, including through a Reserve or hold, we provide you with notice of our actions, and the opportunity to request restoration of access, if we deem it appropriate. Further, you acknowledge that GBT's decision to take certain actions, including limiting access to your Account by placing holds or imposing Reserves, is based on confidential criteria essential to our management of risk and the security of your Account and the GBT Network. GBT is under no obligation to disclose the details of its risk management and/or security procedures to you.

REFERRAL PROGRAM

Eligibility. Both Shippers and Carriers may participate in and are automatically enrolled in the Go By Truck Referral Program upon sign up. You must be a GBT Network Carrier or Shipper and hold a GBT Network account to participate in the Program.

GBT reserves the right to disqualify and terminate any Referral Program participant for any reason, including but not limited to any actions meant to abuse the Program, circumvent the terms and conditions, or utilize the Program in a manner inconsistent with the terms, conditions, or intent of the Program.

Registration. Due to potential earnings through the GBT Referral Program, you will also be asked to submit a copy of a completed W-9 form once you have accumulated $600.00 or more in rewards payments. Providing fictitious, incorrect or false information may result in termination of your account and forfeiture of all rewards.

Roles. Your relationship to GBT is that of independent contractor, not an agent or employee, and nothing in this agreement or other communications shall be construed as establishing an employment relationship, partnership or joint venture between the Program participant and GBT. GBT agents and employees are under Broker's exclusive management and control, and you neither exercise nor retain any control over GBT, its operations, agents or employees in any manner whatsoever. You have the sole and exclusive responsibility for the costs of and manner in which you perform the requirements of the Program.

Representing GBT. Proper representation of GBT is mandatory for Program participation. GBT will revoke all Reward dollars earned if you are found to have fraudulently informed, misled or provided misinformation to a potential Network Shipper or Carrier resulting in an adverse reaction by the Shipper or Carrier to GBT. GBT reserves the right to terminate any registration and reverse all rewards, for any or no reason, at any time without notice.

Payments. Your reward will be calculated when the shipment facilitation process is completed and payment for the shipment is released to the Carrier. The amount you are paid is determined by the final shipment value released less accessorial charges.

Rewards will be calculated at .25% (.0025) of the released shipment payment amount, for an indefinite period of time and will be placed in your GBT Bank Account. If at any time Go By Truck adjusts its network fee, rewards payments will be adjusted to align with the percentage of change.

Balance. You may use funds from your GBT Rewards Account on future shipment payments as a Shipper or withdraw funds from your GBT Rewards Account by clicking the 'Request a Check' button and indicating the amount you would like to withdraw from your account balance. We will mail checks to the primary address on the account only. If you fail to cash or deposit a check within 180 days (six months) of the date of issuance, GBT will return the funds to your account balance.

We will hold your GBT Rewards in your account for five (5) years after your last login. If after 60 months of no activity and a rewards balance remains in your account, we will make a genuine effort to contact you. If we are unable to locate you, your rewards will be returned to and become the property of Go By Truck, Inc.

GBT reserves the right to limit the amount withdrawn and/or the frequency of withdrawal on any account. In addition, we may delay withdrawals of large sums of money while we perform a risk review.

Interest. You agree that you shall not receive interest or other earnings on the funds held in your GBT Rewards Program account. You irrevocably transfer and assign to GBT any ownership right to any interest that may accrue on funds held in GBT accounts. In addition to, or instead of, earning interest, GBT may receive a reduction in fees or charges for banking services by the banks holding the funds.

Taxes. It is your responsibility to determine what, if any, taxes apply to rewards you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. GBT is not responsible for determining if taxes apply to your rewards, or for collecting, reporting or remitting any taxes arising from any transaction. GBT will report to the Internal Revenue Service, annually, the total amount of rewards provided and provide all GBT Rewards Program participants with a 1099 form.

You hereby acknowledge that, Go By Truck, Inc. or GoByTruck.com may provide the 1099 Service to any user type including carriers, shippers, drivers or agents participating in the Go By Truck Rewards Program and that you are willing to submit your accurate W9 information where requested.

Unauthorized Transactions & Other Errors. An 'Unauthorized Transaction' is a type of error that occurs when money is sent from your Account that you did not authorize and that did not benefit you. For example, if someone steals your password, uses the password to access your account, and requests a check from your account, an Unauthorized Transaction has occurred. If you give someone access to your account (by sharing your login information) and he/she requests a check without your knowledge or permission, you are responsible for any resulting use.

In addition, 'Other Errors' occur when money is incorrectly taken from, incorrectly placed into, or transactions are incorrectly recorded in your account. Other Errors that are covered by GBT are limited to the following:

If an authorized payment request (Request a Check) is incorrectly debited from your account;
If an incorrect amount is credited to your account;
If a transaction is missing from or not properly identified in your account;
If you receive an incorrect reward; and
If there is a computational or mathematical error by GBT.

You should immediately notify GBT Customer Solutions at 417-501-8919 if you believe:

there has been an Unauthorized Transaction or unauthorized access to your Program account;
your password or PIN has been compromised;
you suspect or locate an error in your account transaction history;
you need more information about a transaction listed in your transaction history.

You should regularly login and review your account to ensure there has been no suspicious activity. You must notify us within 10 days after any unauthorized transaction or error first appears in your account history.
When you notify us, provide us with all of the following information:

your name, and email address registered to your account;
a description of any suspected unauthorized transaction or other error;
an explanation why you believe the transaction is incorrect or why you need more information to identify the transaction; and
the dollar amount in question.

We will rectify any processing error that we discover. If the error results in your receipt of less than the correct amount to which you are entitled, GBT will credit your account for the difference. If the error results in your receipt of more than the correct amount to which you are entitled, GBT will debit the extra funds from your account.

Liability. GBT, its affiliates, owners, officers, directors, agents, and employees make no guarantees, warranties, or representations of any kind, express, or implied, with respect to this Program. Go By Truck carries all standard required brokerage insurance including contingent cargo. All network carriers carry a minimum of $100,000 in cargo liability, $1,000,000 in general liability and $1,000,000 in auto liability. We shall not be liable in the event that participation or performance is delayed or made impossible by causes beyond its control.

Changes. GBT, in its sole discretion, will resolve all questions and disagreements regarding the Program, including but not limited to eligibility and the provision of rewards. GBT reserves the right to terminate, modify, revise or change the Program and its terms and conditions, in whole or in part, at any time, with or without notice. Examples of changes may include the revision of rules, eligibility limitations, availability of rewards, establishment of expiration dates, reward total limits, program partners, etc. Changes may result in a reduction in accumulated benefits or in forfeiture of uncollected benefits. Revised terms and conditions will be posted at gobytruck.com/carrier or gobytruck.com/shipper depending on your user type. You will be notified of substantial changes when you login for the first time after the change is in effect.

PAYMENTS

Payment Methods. As a Shipper, you may either set an "auto accept" price and escrow your money at the time of shipment placement or you may choose to place your shipment without payment and escrow your money at the time of quote acceptance. Either payment escrow option allows for selection of the preferred Payment Method. You may choose to fund your GBT Bank by a wire transfer, a credit card transfer, or you may choose to escrow your money per shipment with a credit card. When you submit funds for payment to GBT, you Authorize GBT to process your payment and complete the transaction. The funds will be held in escrow until the shipment is delivered, the release code is entered, and GBT processes your escrowed payment.

Requests to transfer funds to your GBT Account from an originating Bank Account must be requested of Broker before 2:30 p.m. Central time. You are responsible for all fees associated with any and all transfer transactions.

Wire Transfers. As a Shipper, you may choose to place funds in your GBT Bank Account by wire transfer for a fee assessment of $20. Funds transferred into your GBT Account via wire may not be refunded or transferred to another account, and can be refunded by check upon request.

Credit Card Transactions. GBT accepts Visa, MasterCard, American Express and Discover credit cards as forms of payment. When you enter a credit card as payment for a transaction, we save your Information to your GBT Account as a Payment Method option. GBT Payments by credit card incur a payment card fee of 2.32% for AMEX or 1.87% for Visa/MC/Discover with each transfer or transaction. View GBT's Credit Card Use Policy for more information about card payment transactions.

GBT will allow all Shippers with new GBT accounts to transact eight shipments using a credit card without incurring credit card fees. These fees will be covered by GBT as a courtesy.

Requests to transfer funds to your GBT Bank Account from an originating credit card account must be requested before 4 p.m. Central. You are responsible for all fees associated with any and all transfer transactions.

Originating Source. If a credit card account was used to fund your GBT Account, and the credit card account has been cancelled or closed, any GBT Account Balance must remain in your GBT Account until spent. In accordance with governing regulations, when you make a purchase using a credit card and a refund is deemed necessary, the refund must be applied to the credit card account from which the purchase was originally debited. GBT cannot transfer monies originating from a credit card account into the account when closed, into a different account from which the monies did not originate, nor issue a paper check to you for the Balance. If a wire transfer was used to fund your GBT account, a refund check can be requested or you may let your balance remain in your GBT Account until spent.

Payment Review. If a transaction is subject to Payment Review, GBT places a hold on the payment and notifies the Carrier to delay transportation of the shipment. GBT will conduct a review of the potentially high-risk transaction and either clear or cancel the payment. If the payment is cleared, GBT notifies the Carrier to proceed with transport of the shipment; if cancelled, GBT will evaluate the transaction and distribute funds according to our findings.

Taxes It is your responsibility to determine what, if any, taxes apply to payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. GBT is not responsible for determining if taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction. GBT will report to the Internal Revenue Service the total amount of payments provided on an annual basis and provide all Carriers with an annual 1099 form.

Withdrawals. Carriers may withdraw funds, not 'held' or 'pending', from your GBT Account at any time by requesting an electronic transfer to the established funding source or Bank Account.

GBT reserves the right to limit the amount withdrawn and/or the frequency of withdrawal on any User's Account. In addition, we may delay withdrawals of large sums of money while we perform a risk review. Requests to transfer funds from your GBT Account to an associated bank account must be requested before 2:30 p.m.

Carriers may request payment via paper check to be sent through postal mail. If you request a paper check, you understand and agree to the Check Request Fee as defined in the Fees section of this Agreement. Paper checks are issued on the 15^th (or next business day) Day of each month only. We will mail paper checks to the primary address on the User's Account only. If you fail to cash or deposit a paper check within 180 Days of issuance, GBT will return the funds to your Balance and the check will be void; however, GBT will retain the Check Request Fee.

FEES

Transaction Fees. Transaction Fees are added on to any incoming transfer based transaction conducted between your GBT Bank Account and your business bank account(s) or credit card account(s). All Fees are in US Dollars. Fees depend on the Payment Method used.

GBT Payments by credit card incur a payment card fee of 2.32% for AMEX or 1.87% for Visa/MC/Discover with each transfer or transaction. Please read the GBT Credit Card Use Policy. All payments by ACH incur a .49 cents + .75% fee of the total transferred amount for each transfer. All withdrawals from your GBT Bank Account to your respective bank account(s) or credit card account(s) are conducted at no charge. Paper check requests for Carrier shipment payments based on the Carrier's available GBT Bank Account balance will incur a $25 per check charge.

Network Fees. All Fees are in US Dollars. For all GBT Network Fees, the following applies:

the GBT Network Fee is included in the amount the Shipper transacts a shipment or accessorial for and is deducted from the Carrier's pay.
GBT Network fees are collected at the point of shipment match (when you accept a quote and Carrier confirms availability).
In the event of a pre-match cancellation, or a Carrier service failure results in a post-match cancellation, we will not collect the GBT Network Fee and all pertaining shipment payments will be refunded to the Shipper, less credit/payment card or ACH transaction fees. All other reasons for cancellation will be subject to the GBT Network Fee(s).
In the event of a post-match cancellation that is not the result of a Carrier service failure, and falls under TONU (Truck Order Not Used), causing the shipment to be cancelled after being matched with a Carrier, we will determine the amount due to the Carrier based on whether the shipment was matched within the last 24 hours or longer. The Carrier will be awarded the agreed upon amount to assist in cost recovery.

Under no circumstances will refunds be issued or will chargebacks be approved for facilitated shipments or for reasons outside of the above authorized refund situations. In the event that you, in violation of this section, submit a chargeback request on a payment due to GBT, we are entitled to recover from you, owed charges and compounded interest at the rate of one and one-half percent (1.5%) per month, plus all costs of collection, including attorneys' fees.

You are responsible for any and all reversals, chargebacks, disputes, fees, fines, penalties and other liability incurred by Broker, user or third party, caused by or arising out of your breach of this Agreement, and/or use of GBT services, and you agree to reimburse Broker, user or third party for any and all such liability. In the event that you are liable for any amounts owed to Broker, Broker may immediately debit such amounts from your GBT Account Balance and/or credit card associated with your GBT Account.

Accessorial Charges. Allowance for Accessorial Charges may be included upon posting of the shipment to the Network by the Shipper or after the shipment has been matched with a Carrier. All Accessorial Charges assessed after shipment match will be sent via email and text notification to the Shipper for approval, denial or a counter edit. Final accessorial charges, where found reasonable, will be the responsibility of the Shipper and due upon payment release. These charges and adjustments, if any, will be debited from the Shipper's chosen method of payment.

Adjustments. GBT reserves the right to amend or adjust the original amount assigned by a Shipper for a shipment at the Shipper's request or if the amount entered originally was based upon incorrect Information input by the Shipper, if additional services by the Carrier are required, or as otherwise necessary to perform the pick-up, transportation and drop-off functions.

Unauthorized Transactions and Other Errors. To be eligible for protection for Unauthorized Transactions or Other Errors in your GBT Account, you must notify us within 10 Days of any Unauthorized Transaction or Other Error as it first appears in your Account activity. We will rectify any processing error that we discover. If the error results in your receipt of less than the correct amount to which you are entitled, Broker will credit the difference to your GBT Account. If the error results in your receipt of more than the correct amount to which you are entitled, Broker will debit the extra funds from your GBT Account. If you suspect and Unauthorized Transaction or Other Error, or processing error, call GBT Customer Solutions at 417-501-8919.

Bills of Lading. GBT provides Shippers and Carriers with Bills of Lading ('BOL'). All Carriers are required by law to have within their possession, the original BOL associated with the shipment in transit, at the time of transit. You agree that all laws, regulations and guidelines will be followed as set forth by the FMCSA.

The BOL number is required at the time of shipment match on the GBT Network and is stored for legal purposes. The Shipper certifies the number's accuracy and guarantees to notify GBT in the event the BOL number changes. In addition to a change to the BOL number, if the Shipper does not complete all items necessary for transport, or requires edits to any of the details in association with the shipment placed, the Shipper hereby instructs and Authorizes GBT to complete, correct or replace the shipment details in order to complete the facilitation of the shipment requested. GBT is not liable to the Shipper or to any other person for any actions taken or not taken on behalf of the Shipper under this provision.

DEFINITIONS

49 CFR-Transportation means the codification of the general and permanent rules and regulations (US Code of Federal Regulations) as it applies to the transportation industry.

Account Profile means the location on our website where you can, after logging in, view and manage your profile details, including, but not limited to, your name, contact information, and passwords.

ACH means the Automated Clearing House.

Accessorial Charges are fees attached to transportation services for duties beyond moving freight. Examples of services on which a Carrier may include accessorial charges include waiting time, storage, tarp coverage, tolls, extra fuel, etc.

Account Balance (or Balance) refers to any funds, or money, that you have in your GBT Account. The terms 'funds' and 'money' are used interchangeably within this Agreement.

Add Funds refers to your ability to add money into your GBT Account by wire transfer, Business Bank Account transfer or credit card through a GBT hosted flow (and not through a third party website).

Agreement refers to this User Agreement, including all subsequent amendments.

Appropriate Use means the meaningful and productive use of the GBT Network and services in an efficient, ethical and lawful manner.

Authorization (or Authorize) is your express permission for GBT to take action on your behalf, such as collecting a payment from your GBT Account or transferring funds from your GBT Account to your Bank Account.

Bill of Lading is a document generated by a Shipper, detailing a shipment of merchandise giving title to the goods, and requiring the Carrier to release the merchandise to a named party at the destination; a receipt.

Business (Bank) Account is an account used primarily for business purposes and not for personal, family or household purposes.

Business Days are Monday through Friday, excluding banking observed holidays: New Year's Day (January 1), Martin Luther King, Jr.'s birthday (the third Monday in January), Washington's Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25).

Broker of Property (or Broker) is an individual, partnership, or corporation that receives payment for arranging the transportation of property (excluding household goods) belonging to others by using an authorized Motor Carrier. A Broker does not assume responsibility for the property and never takes possession of it. GBT is a Broker of Transportation.

Chargeback is a request that a User files directly with his/her debit/credit card company or debit/credit card issuing bank to invalidate a payment.

Check Request Fee is incurred when a Carrier requests payment via paper check instead of electronic transfer to a Bank Account. GBT will debit the Carrier's Balance $25 USD for paper check issuance.

Claim is a charge made against a Carrier for damages, loss or overcharges to be handled through the Carrier's insurance company.

Days are calendar days, unless otherwise noted.

Driver has special skills, knowledge and licensure required to operate certain commercial motor vehicles (CMVs).

Employer Identification Number (EIN) is the corporate equivalent to a Social Security Number Federal Employer Identification Number (FEIN) or the Federal Tax Identification Number, the EIN is a unique nine-digit number assigned by the Internal Revenue Service (IRS) to business entities operating in the United States for the purposes of identification.

Fees are based on whether you are transferring money into or out of your GBT Account by credit card or your bank account, whichever applicable. All Fees are in US Dollars. See the Fees section of this Agreement.

GBT Account (or Account) means a User's GBT Account, and includes the User's profile Information, access to transact on the Network, as well as financial Information to fund such transactions.

GBT Customer Solutions is GBT's customer service department. GBT Customer Solutions Experts are available to assist Network Users Monday-Friday, 8 a.m.-5 p.m. Central at 417-501-8919 or customersolutions@gobytruck.com.

GBT Network (or the Network) consists of websites, applications, mobile applications, products, tools, services and more, owned and operated by Go By Truck, Inc.

Go By Truck, Inc., Go By Truck, GBT means Go By Truck, Inc. and its subsidiaries and affiliates.

Household Goods means the personal effects or property used, or to be used, in a dwelling, when part of the equipment or supplies of the dwelling.

Information is any confidential and/or personally identifiable Information or other Information related to an Account or User, including but not limited to: name, email address, date of birth, tax identification number, billing/shipping address, phone number and financial Information.

Motor Carrier (or Carrier) is the individual owner/operator or trucking company transporting freight for profit.

Motor Carrier Number (MC#) is required by the Federal Motor Carrier Safety Administration (FMCSA) to operate as an 'authorized for-hire' carrier - a carrier's 'authority'. Dictates operation type and cargo permitted.

Other Errors occur when money is incorrectly debited from or credited to your Account; or when transactions are incorrectly recorded in your Account. See the Unauthorized Transactions and Other Errors section of this Agreement.

Payment Method is the means used to fund a shipment or other transaction. The following payment methods may be used to fund a GBT shipment: GBT Account Balance, Business Bank Account e-transfer, wire transfer or credit card.

Payment Review is the process by which GBT flags and reviews potentially high-risk transactions.

Pending Payments are payments due to a User, most often a Carrier, that are in progress and the money is not yet available for use.

Personal Bank Account means a bank account used for non-business purposes and used primarily for personal, family or household purposes.

Pooled Accounts are GBT Users' combined funds placed with one or more FDIC-insured banks. These Pooled Accounts will be held in GBT's name for the benefit of its collective Users.

Privacy Policy is a document which defines our commitment to maintaining your privacy. This policy identifies our use and disclosure of your Information, as well as your responsibilities as a User of the GBT Network.

Reserve is a percentage of the funds in your Account that GBT holds in order to protect against the risk of reversals, chargebacks, disputes or any other liability related to your Account and/or use of GBT services.

Restricted Activities are those activities described in the Restricted Activities section of this Agreement for which GBT may take action against.

Reversal means GBT reverses a payment because it is invalidated by the Shipper's bank; it was sent in error by GBT; the payment sender was not Authorized to send the payment (e.g. sender used a credit card that did not belong to sender); or the payment was received for activities that violated this Agreement, the Acceptable Use section of this Agreement, or any other GBT Agreement.

Shipper is a company seeking the transport of freight to be provided by an authorized Motor Carrier on the GBT Network.

Substantial Change is a change to the terms of this Agreement that may reduce your rights or increase your responsibility.

Terms & Conditions are general and special arrangements, provisions, requirements, rules, specifications and standards that form an integral part of an agreement or contract.

Unauthorized Transaction is a type of error that occurs when money is sent from your Account that you did not Authorize and that did not benefit you. See the Unauthorized Transactions and Other Errors section of this Agreement.

User is any person, company or entity using the GBT Network or services, including you.