Terms of Service

1. Publishing Capacity on CloudSort

**1.1 Supplier (Carrier).** As a Supplier, CloudSort offers you the right to use the CloudSort Platform in accordance with these terms to publish your transportation capacity (Capacity Blocks) for our community of Buyers and earn money doing it. It is easy to create a listing and you are in control - you set your price, availability and rules for each block of capacity.

**1.2 Unit of Measure (Capacity Block).** Capacity is published as Capacity Blocks, which represents the Base Unit for pricing. The system default is a standard pallet profile, with the following attributes:

• Base Unit: "Standard US Pallet" (GMA)
• Footprint: 40" x 48" (101.6 cm x 121.9 cm)
• Max Height: 84" (carrier and lane dependent)
• Max Weight: 2,000 lbs
• Attribute: Stackable

**1.3 Contracting with Buyers.** When you accept a booking request, or receive a booking confirmation through the CloudSort Platform, you are entering into a contract directly with the Buyer (Shipper), and are responsible for delivering the Capacity under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees, such as the CloudSort Technology fee for each booking.

**1.4 Independence of Suppliers.** Your relationship with CloudSort is that of an independent entity and not an employee, agent, joint venturer, or partner of CloudSort. CloudSort does not direct or control your Capacity, and you understand that you have complete discretion whether and when to provide Capacity, and at what price and on what terms to offer them.

2. Managing your listing.

**2.1 Create and Manage your Listing.** The CloudSort Platform provides tools that make it easy for you to set up and manage a Listing. Your Listing must include complete and accurate information about your available Capacity, your price (including any additional charges), and any rules or requirements that apply. You are responsible for your acts or omissions as well as keeping your Listing information (including calendar availability) and gateway operating hours up-to-date and accurate at all times.

**2.2 Your Responsibilities.** You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Capacity. You are responsible for setting your price and establishing rules and requirements for your Listing.

3. Cancellations and Booking Modifications.

**3.1 Cancellations and Reservation Issues.** In general, if a Buyer cancels a Reservation, the amount paid to you is determined by the cancellation policy that applies to that Reservation. As a Supplier, you should not cancel on a Buyer without a valid reason.

**3.2 Booking Modifications.** Buyers and Suppliers are responsible for any booking modifications they agree to make via the CloudSort Platform or direct CloudSort customer service to make on their behalf ("Booking Modifications"), and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.

4. Your Obligations as a Supplier.

By registering as a Supplier (Carrier), you represent and warrant that:

• You possess a valid, active Operating Authority (MC Number) and/or US DOT Number.
• You maintain an FMCSA safety rating that is not "Unsatisfactory" or "Unfit".
• You maintain valid Cargo Liability and Auto Liability insurance policies at all times. We reserve the right to verify coverage directly with underwriters.
• You will perform all transportation services using your own equipment and drivers.

5. Searching and Booking on CloudSort.

**5.1 Searching.** You can search for Capacity by using criteria like capacity origin, capacity destination, available dates, and number of capacity blocks. You can use filters to refine your search results. Search results are based on their relevance to your search and other criteria.

**5.2 Capacity Blocks** “Standard Pallet” is the default Base Unit for all Capacity Blocks published on the Platform.

• Base Unit: "Standard US Pallet" (GMA)
• Footprint: 40" x 48" (101.6 cm x 121.9 cm)
• Max Height: 84" (depending on the carrier and the lane)
• Max Weight: 2,000 lbs
• Attribute: Stackable

**5.2 Booking.** When you book a Listing, you are agreeing to pay all charges for your booking including the Listing price and any applicable fees. When you receive the booking confirmation, a contract for Transportation Services (a "Reservation") is formed directly between you and the Supplier. By making a Reservation you are agreeing to the terms of the contract. The terms of the contract include these Terms, all terms of the Reservation, including without limitation, the cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout that apply to the Reservation. It is your responsibility to read and understand these terms of the contract including these Terms and all terms of the Reservation including all rules, standards, policies, and requirements prior to booking a Listing.

6. Cancellations and Booking Modifications.

**6.1 Cancellations.** In general, if you cancel a Reservation, the amount refunded to you is determined by the Host's cancellation policy that applies to that Reservation.

**6.2 Booking Modifications.** Buyers and Suppliers are responsible for any booking modifications they agree to make via the CloudSort Platform or direct CloudSort customer service to make on their behalf ("Booking Modifications"), and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.

7. Your Obligations as a Buyer.

**7.1 Your Responsibilities.** Shippers agree to provide accurate information regarding the weight, dimensions, type, and value of the cargo. Shippers are liable for damages or fines resulting from misdeclared cargo. Attempting to ship prohibited items is a material breach of terms and conditions.

8. Escrow and Payments.

**7.1 Escrow.** When a booking is confirmed, the Shipper authorizes CloudSort Corporation to charge the full Quote amount + Fees. Funds are held in a non-interest-bearing Escrow account.

8. Content.

Parts of the CloudSort Platform enable you to provide, share, or communicate feedback, text, photos, audio, video, information, and other content (“Content”). By providing Content, in whatever form and through whatever means, you grant CloudSort a non-exclusive, worldwide, royalty-free, perpetual, sub-licensable and transferable license to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit, in any manner such that Content to provide and/or promote the CloudSort Platform, in any media or platform, known or unknown to date and in particular on Internet and social networks. If Content includes personal information, such Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party. Prohibited Content includes discriminatory, obscene, harassing, deceptive, violent, and illegal content. You agree that CloudSort may make available services or automated tools to translate Content and that your Content may be translated using such services or tools. CloudSort does not guarantee the accuracy or quality of translations and Users are responsible for confirming the accuracy of such translations.

9. Fees.

CloudSort may charge fees (and applicable taxes) to Buyers and Suppliers for the right to use the CloudSort Platform. Any applicable fees are disclosed to Users before making a Booking. Except as otherwise provided on the CloudSort Platform, service fees are non-refundable. CloudSort reserves the right to change the service fees at any time, and will provide Users notice of any fee changes before they become effective. Fee changes will not affect bookings made prior to the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section XX.X.

10. CloudSort Platform Rules.

You must follow these rules and must not help or induce others to break or circumvent these rules. You agree not to violate any applicable law, contract, intellectual property, or other third-party right. You are solely responsible for your conduct while using the Platform.

11. CloudSorts Role.

We offer you the right to use a platform that enables Users to publish, offer, search for, and book Capacity. While we work hard to ensure our Users have great experiences using CloudSort, we do not and cannot control the conduct of Buyers and Suppliers. You acknowledge that CloudSort has the right, but does not have any obligation, to monitor the use of the CloudSort Platform and verify information provided by our Users. For example, we may record, review, monitor, disable access to, remove, or edit Content to: (i) operate, secure and improve the CloudSort Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility requirements.

12. Users Accounts.

You must register an account to access and use many features of the CloudSort Platform. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the CloudSort Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify CloudSort if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, and (iii) screen you against third-party databases or other sources and request reports from service providers.

13. Liability and Disclaimers.

14. Resolving Disputes.

15. Force Majeure.

16. Changes to the Terms.

We reserve the right to modify these Terms at any time. Continued use of the Platform constitutes acceptance of the modified Terms.