Terms of Service

Last updated July 2, 2026

1. Introduction; Acceptance of Terms

Binding Agreement. These Terms of Service and Use (the “Terms”) constitute a legally binding agreement between (a) Proverbs Technology, Inc., a Tennessee corporation, with its principal place of business at 345 S. Jefferson, Suite 400, Cookeville, TN 38501 (“Company”, “we”, “us”, or “our”), and (b) each person or entity that accesses or uses the Platform (as defined below), including but not limited to motor carriers, freight brokers, logistics providers, independent owner-operators, and individual commercial truck drivers (collectively, “Users” and, individually, “User”, “you”, or “your”). These Terms govern your access to and use of Company’s hosted software-as-a-service transportation platform and all related websites, mobile applications, application programming interfaces, tools, and services (collectively, the “Platform”).

By (a) clicking an “Accept,” “I Agree,” “Sign Up,” or similar button, (b) creating an account on the Platform, (c) accessing or using the Platform in any manner, or (d) authorizing or permitting any individual (including your employees, contractors, or drivers) to access or use the Platform on your behalf, you acknowledge that you have read, understood, and agree to be bound by these Terms, including any policies and guidelines incorporated herein by reference.

If you are entering into these Terms on behalf of a company, organization, or other legal entity (a “Business User”), you represent and warrant that you have full legal authority to bind that entity to these Terms. In such case, all references to “you” and “your” in these Terms mean that entity and its authorized users, and you and such entity are jointly and severally bound.

You represent and warrant that (a) you are at least eighteen (18) years of age or the age of majority in the jurisdiction in which you reside, whichever is greater, and (b) you are not prohibited from accessing or using the Platform under applicable law.

Updates to Terms. Company may revise or update these Terms from time to time in its sole discretion. Company will provide notice of material changes by posting the updated Terms on the Platform and updating the “Last Updated” date, and, where reasonably practicable, by additional notice (which may include email notification or in-Platform notices). Your continued access to or use of the Platform after the effective date of any updated Terms constitutes your acceptance of the updated Terms. If you do not agree to any updated Terms, you must immediately stop using the Platform and close your account.

2. Definitions

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity or the right to direct the management of the entity.

“Applicable Law” means any and all federal, state, local, and foreign laws, rules, regulations, orders, directives, and other binding legal requirements that apply to a party or to the activities contemplated under these Terms, including but not limited to applicable transportation regulations (such as those issued by the United States Department of Transportation (“DOT”), the Federal Motor Carrier Safety Administration (“FMCSA”), and corresponding state agencies).

“Business User” means any User that is a business entity, including but not limited to a motor carrier, freight broker, logistics provider, or other transportation company that registers an account on the Platform for its internal business purposes or for the benefit of its associated Drivers and other personnel.

“Confidential Information” means any non-public, proprietary, or confidential information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, business plans, technology and technical information, product designs, pricing, financial information, trade secrets, know-how, and User Data (as defined below). Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach of these Terms; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

“Driver” means an individual commercial motor vehicle operator or truck driver, whether an employee, independent contractor, or owner-operator, who accesses or uses the Platform for transportation-related purposes, either directly as a User or as a permitted user under a Business User’s account.

“Documentation” means the user manuals, specifications, technical documentation, and other materials relating to the Platform that Company makes available to Users in any form or medium.

“DOT Platform” means, collectively, the digital systems, portals, databases, and software operated or controlled by the United States Department of Transportation, FMCSA, or relevant state transportation departments, to which the Platform may transmit, retrieve, or interface with transportation, compliance, or related data.

“Feedback” means any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform that you or any User provides to Company.

“Order” means any online registration, enrollment, subscription selection, service order, or similar instrument by which a Business User elects to subscribe to or purchase particular Platform modules, features, or services, including any pricing and term commitments associated therewith.

“Platform” has the meaning set forth in Section 1.1 and includes any modifications, enhancements, updates, and upgrades thereto provided by Company.

“Service Level” means the availability targets, response times, and related performance parameters applicable to the Platform as may be described in any separate service level schedule published by Company or attached to an applicable Order, if any.

“User Data” means any data, information, records, content, or materials that you or your authorized users submit, upload, transmit, or otherwise make available to or through the Platform, including but not limited to (a) motor carrier identifiers, DOT numbers, and related registration data; (b) Driver identification and qualification information; (c) vehicle and equipment data; (d) hours-of-service logs; (e) location, telematics, and operational data; (f) trip, route, load, and dispatch information; and (g) any data transmitted between the Platform and any DOT Platform or other third-party systems at your request or authorization.

“User Materials” means, collectively, User Data and any content or materials provided, uploaded, or transmitted by you or on your behalf in connection with the Platform, excluding Company Materials (as defined below).

“Company Materials” means the Platform, Documentation, underlying software, user interfaces, visual interfaces, designs, compilations, computer code, products, services, and all intellectual property rights associated therewith, together with any templates, workflows, analytics, and reports generated by or on behalf of Company (other than raw User Data incorporated therein).

3. Description of the Platform; Relationship to DOT

Platform Description. Company provides access to the Platform, which is a hosted software-as-a-service technology solution designed to assist Business Users and Drivers with certain transportation-related workflows, including, as may be applicable: (a) registration and connectivity to one or more DOT Platforms; (b) management, organization, and submission of transportation compliance data; (c) facilitation of communication and data exchange between Business Users and Drivers; and (d) related reporting, monitoring, and recordkeeping functionalities made available by Company from time to time.

Connectivity to DOT Platforms. The Platform may transmit, receive, or integrate data between Users and one or more DOT Platforms as configured by Company and, where required, as authorized by Users. You acknowledge and agree that:

Company is not the United States Department of Transportation, FMCSA, or any other governmental authority, and is not affiliated with any such agency, except as may be expressly stated in a written agreement separate from these Terms.

Company does not control and is not responsible for the availability, performance, content, or operation of any DOT Platform or other third-party system, service, or database, including any delays, failures, or errors arising from or attributable to such external systems.

Your use of any DOT Platform remains subject to the applicable terms, conditions, and policies of the relevant governmental authority, which are separate and independent from these Terms.

Company does not represent or warrant that (a) any particular DOT Platform will accept or process data transmitted through the Platform, or (b) data transmitted via the Platform will comply with all regulatory formatting or content requirements of any DOT Platform.

No Transportation Carrier or Broker Services. Company is a technology provider only. Company is not a motor carrier, freight broker, logistics provider, or other transportation carrier, and does not arrange for, engage in, or assume responsibility for the transportation of property or passengers. Company does not direct, control, or supervise Drivers or Business Users in the operation of commercial motor vehicles. All decisions regarding routing, dispatching, loading, driving, hours-of-service compliance, and any other transportation operations remain solely with Users.

No Legal or Compliance Advice. The Platform is provided solely as a technological tool to assist with transportation-related workflows and data management and does not constitute legal, regulatory, or compliance advice. Users are solely responsible for ensuring that their operations and use of the Platform comply with all Applicable Laws and regulatory obligations. Users should consult their own legal, safety, and compliance advisors for guidance regarding DOT and other regulatory requirements.

4. User Accounts; Roles and Responsibilities

Account Registration. To access and use certain features of the Platform, you may be required to create an account and provide certain information, which may include your name, company name, DOT number, contact information, and other identifying details. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to keep it accurate, current, and complete.

Account Types and Roles.

Business User Accounts. Business Users may establish one or more accounts on the Platform and may designate individuals as administrators (“Administrators”) with authority to (a) configure account settings; (b) invite, manage, and deactivate associated Drivers and other authorized users; (c) access, view, and manage User Data associated with the Business User; and (d) perform such other administrative functions as Company may permit.

Driver Accounts. Drivers may create and maintain individual user profiles on the Platform, which may be linked to one or more Business User accounts. A Driver’s access to and use of the Platform may be subject to configuration and oversight by the Business User to which the Driver is linked.

Responsibility for Personnel. Each Business User is solely responsible for (a) identifying and authorizing its Administrators and other users associated with its account; (b) ensuring that such users comply with these Terms; and (c) all acts and omissions of such users in connection with the Platform.

Credentials and Security. You are responsible for maintaining the confidentiality of your account credentials (including usernames, passwords, and any authentication codes) and for all activities that occur under your account. You agree to:

Use strong and secure passwords;

Not share your login credentials with any other person or permit any unauthorized person to access your account;

Notify Company promptly at info@readyfordot.com if you become aware of or suspect any unauthorized use of your account or any other breach of security related to the Platform; and

Implement appropriate internal controls to restrict and monitor access to the Platform and User Data within your organization.

Company may, but is not obligated to, request additional information or documentation from you to verify your identity, the identity of your company, your DOT number, your authority to operate, or your compliance with these Terms and Applicable Law. Company may suspend or terminate your access to the Platform if you fail to provide requested verification information or if Company believes that any provided information is inaccurate, incomplete, or fraudulent.

Account Ownership Disputes. In the event of any dispute between individuals or entities regarding control of a Business User account, Company may, in its sole discretion, determine account ownership based on available information (including corporate records, DOT registrations, and user credential history), may require additional verification, may suspend the account while the dispute is investigated, and/or may require the parties to resolve the dispute outside the Platform before Company restores or assigns account access.

5. Scope of License and Permitted Use

License Grant. Subject to your ongoing compliance with these Terms and, where applicable, timely payment of all fees, Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license, during the term of your subscription or authorized use, to access and use the Platform and Documentation solely for your internal business purposes related to your transportation operations and in accordance with these Terms and any applicable Order.

Except as expressly permitted by these Terms, you shall not, and shall not permit any third party to:

Copy, reproduce, modify, create derivative works of, adapt, translate, publicly display, publicly perform, or otherwise exploit the Platform or any portion thereof;

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Platform, except to the limited extent that Applicable Law expressly permits such activity notwithstanding this limitation;

Access or use the Platform in order to develop or operate a product or service that competes with the Platform or that performs substantially similar functions;

License, sublicense, sell, resell, lease, rent, distribute, time-share, or otherwise make the Platform available to any third party, except to the extent expressly authorized for Business Users to enable access by their Drivers and personnel under their account;

Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices appearing within or on the Platform or Documentation;

Interfere with or disrupt the integrity or performance of the Platform or any data contained therein, including by introducing viruses, worms, Trojan horses, or other harmful code;

Circumvent, bypass, or disable any security or access control mechanisms of the Platform;

Use any automated system, including bots, spiders, or offline readers, to access the Platform in a manner that sends more request messages to the Platform than a human can reasonably produce in the same period by using a conventional online web browser;

Use the Platform to store, transmit, or process (a) infringing, defamatory, obscene, or otherwise unlawful or objectionable content, (b) content that violates the privacy or publicity rights of any person, or (c) content that you do not have the right to store, transmit, or process; or

Use the Platform in any manner that would cause Company to be in violation of any Applicable Law.

Compliance with Documentation. You shall use the Platform only in accordance with the Documentation and any usage parameters set forth in an applicable Order or as otherwise communicated by Company. To the extent of any conflict between the Documentation and these Terms, these Terms shall control.

Reservation of Rights. All rights not expressly granted to you under these Terms are reserved by Company and its licensors. Nothing in these Terms shall be construed as granting, by implication, estoppel, or otherwise, any license or right in or to any intellectual property of Company or any third party, except as expressly set forth herein.

6. User Data; Data Ownership and Use

Ownership of User Data. As between you and Company, you retain all right, title, and interest (including any intellectual property rights) in and to your User Data. Company does not claim ownership of your User Data.

License to Company. You hereby grant to Company and its Affiliates a worldwide, non-exclusive, royalty-free, fully paid-up license, during the term of these Terms and for any additional period reasonably necessary for decommissioning, backup, and statutory retention, to:

Host, store, reproduce, transmit, process, and display your User Data as necessary to provide, maintain, secure, support, and improve the Platform and to perform Company’s obligations under these Terms;

Transmit or make available your User Data to the DOT Platform and other third-party systems or service providers, to the extent (a) you configure the Platform to do so, (b) you authorize such transmission, or (c) such transmission is necessary to comply with Applicable Law or a binding governmental request; and

Use de-identified and aggregated forms of User Data to (a) analyze, develop, and improve the Platform and other Company products and services, (b) generate statistics, benchmarks, and analytics regarding Platform usage and transportation trends, and (c) create and distribute reports and other materials that do not identify you or any individual user as the source of the underlying data.

Responsibility for User Data. You are solely responsible for:

The accuracy, quality, integrity, legality, reliability, appropriateness, and completeness of your User Data;

Ensuring that your User Data and your use of the Platform to store, transmit, or process such data comply with all Applicable Laws, including but not limited to DOT regulations and any applicable privacy, data protection, and employment laws;

Obtaining and maintaining all necessary rights, licenses, consents, and permissions required to (a) submit your User Data to the Platform, (b) grant the licenses set forth in these Terms, and (c) allow Company to exercise its rights and perform its obligations hereunder; and

Ensuring that, where a Business User provides or makes available Driver-related User Data (such as hours-of-service logs, location data, qualification records, or disciplinary records), such Business User has (a) appropriate notices, consents, or other legal bases to collect, use, and disclose such data, and (b) complied with any contractual or statutory obligations owed to Drivers or other data subjects.

Content Standards. You represent and warrant that your User Data will not:

Infringe, misappropriate, or otherwise violate any intellectual property, proprietary, privacy, or publicity rights of any third party;

Violate any Applicable Law or contractual obligations that apply to you; or

Contain viruses, malware, or other harmful or malicious components.

Data Access by Business Users. Drivers acknowledge that:

If a Driver account is associated with or linked to a Business User account, the Business User and its Administrators may have access to some or all User Data associated with that Driver account, including trip information, location data, hours-of-service records, and other operational or compliance-related information;

Company is not responsible for any use or disclosure of Driver-related User Data by any Business User or its personnel; and

Any disputes between Drivers and Business Users regarding access to or use of User Data are solely between those parties, and Company shall not be liable for any claims, losses, or damages arising from or related to any such disputes.

Data Backups and Export. While Company maintains data backup procedures for the Platform, you acknowledge that:

Company does not guarantee that any particular User Data will not be lost, corrupted, or damaged; and

You are solely responsible for maintaining your own backups or copies of User Data that you consider critical or that you are required to retain under Applicable Law.

During the term of your authorized use of the Platform, Company may provide mechanisms for you to export certain User Data in a commonly used file format. The scope, format, and frequency of data export capabilities may vary depending on your subscription plan and Platform configuration.

7. Privacy and Data Protection

Privacy Practices. Company may collect, use, disclose, and otherwise process personal data (including personal data of Drivers and other individuals) in connection with the Platform. Such processing will be conducted in accordance with these Terms and Company’s then-current privacy notice, as may be provided or made available to you through the Platform or otherwise. To the extent of any conflict between these Terms and a separate written agreement entered into between you and Company regarding data protection, such separate agreement shall control.

Consent and Notices. You are solely responsible for:

Providing any required notices to and obtaining any necessary consents from Drivers and other individuals whose personal data is included in your User Data, including with respect to (a) the collection of their personal data, (b) the sharing of such data with Company, (c) the processing of such data through the Platform, and (d) the transmission of such data to DOT Platforms or other third parties as you may configure or authorize;

Ensuring that such notices and consents comply with applicable privacy and data protection laws; and

Maintaining appropriate records of such notices and consents.

Security Measures. Company will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of User Data, including:

Industry-standard security measures intended to protect the Platform and User Data against unauthorized access, use, or disclosure;

Regular monitoring and review of security policies and controls; and

Data backup and disaster recovery processes designed to support the availability of the Platform and recovery of User Data in case of a disaster or major incident.
Company does not warrant that the Platform will be free of vulnerabilities or that the safeguards implemented will prevent all unauthorized access to or misuse of User Data.

Security Incidents. In the event Company becomes aware of a confirmed unauthorized access to or acquisition of unencrypted User Data stored on systems under its control that materially compromises the confidentiality, integrity, or security of such User Data (a “Security Incident”), Company will:

Promptly investigate the Security Incident and take reasonable steps to mitigate its effects and prevent recurrence;

Notify affected Business Users without unreasonable delay, consistent with Company’s legitimate needs to investigate or remediate the Security Incident and in accordance with Applicable Law; and

Provide reasonably available information regarding the nature of the Security Incident, the type of User Data affected, and the steps taken by Company to mitigate and remediate the Security Incident.
Your sole and exclusive remedy for a Security Incident is as set forth in these Terms, including the limitation of liability provisions, and any additional remedies expressly agreed in a separate written data protection agreement, if any.

To the extent required by Applicable Law or reasonably requested by you in connection with regulatory inquiries or audits relating to the Platform’s processing of User Data, Company will provide reasonable cooperation and information regarding its security practices, subject to appropriate confidentiality obligations and limitations intended to protect Company’s security posture and proprietary information.

8. Fees, Billing, and Taxes (If Applicable)

If you are a Business User subscribing to paid features or services on the Platform, you shall pay all fees specified in the applicable Order or subscription plan (the “Fees”). Fees may be based on factors such as the number of Drivers, the volume of data processed, the set of modules enabled, or usage metrics specified by Company.

Billing and Payment. Unless otherwise stated in an applicable Order:

Fees are billed in advance for the applicable subscription term (e.g., monthly or annually) or in arrears for usage-based services, as indicated in the Order or subscription plan;

You authorize Company (and its designated payment processors) to charge your designated payment method for all Fees when due;

All payments are non-refundable, except as otherwise expressly provided in these Terms or in an applicable Order.

Late Payments. If any undisputed Fees are not received by Company by the due date, Company may, in its sole discretion:

Charge interest on the overdue amount at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, accruing from the due date until the date of payment;

Suspend or terminate your access to the Platform, provided that Company provides any notice required under Applicable Law or these Terms; and

Recover from you all reasonable costs of collection, including reasonable attorneys’ fees and court costs.

All Fees are exclusive of any sales, use, value added, excise, or other taxes or duties imposed by taxing authorities, other than taxes based on Company’s net income. You are responsible for paying all such taxes associated with your purchases and use of the Platform. If Company is required to collect any such taxes, Company will itemize such amounts on the invoice or charge, and such amounts shall be payable by you in addition to the Fees.

If you believe that Company has billed you incorrectly, you must notify Company in writing within thirty (30) days of the date of the charge or invoice in question, specifying the amount disputed and the basis for the dispute. Company will review and, as appropriate, adjust or confirm the applicable charge. Failure to timely dispute a charge constitutes your acceptance of the charge.

Changes to Fees. Company may modify its Fees and subscription plans from time to time, provided that (a) any Fee changes for existing paid subscriptions will become effective only at the start of the next renewal term, and (b) Company will provide advance notice of such changes in accordance with Section 1.5.

9. Service Levels; Availability; Maintenance

Company will use commercially reasonable efforts to make the Platform available in accordance with any published or agreed Service Levels, if applicable. Notwithstanding the foregoing, the Platform may be temporarily unavailable during scheduled maintenance windows, unscheduled maintenance, or as otherwise set forth in these Terms.

Maintenance and Updates. Company may perform scheduled maintenance on the Platform from time to time, during which the Platform may be temporarily unavailable. Where reasonably practicable, Company will schedule such maintenance during off-peak hours and provide advance notice. Company may also implement updates, upgrades, and modifications to the Platform to enhance or improve functionality, security, or performance; such updates may result in changes to the appearance or operation of the Platform.

Service Modifications. Company reserves the right to modify or discontinue any component, feature, or functionality of the Platform at any time, provided that (a) such changes do not materially reduce the core functionality of the Platform purchased by a Business User during the then-current paid subscription term, except as necessary to comply with Applicable Law, third-party requirements, or security considerations, and (b) Company will use commercially reasonable efforts to provide reasonable notice of material adverse changes.

Third-Party Dependencies. You acknowledge that the availability and performance of the Platform may be affected by the operation, performance, or availability of third-party networks, systems, DOT Platforms, and other infrastructure or services beyond Company’s reasonable control. Company shall not be liable for any unavailability or degradation of the Platform to the extent caused by such third-party factors, force majeure events, or your own systems or connectivity.

Company may provide technical support for the Platform in accordance with its then-current support policies, which may specify supported channels (e.g., email, web portal), hours of availability, and response time targets.

10. Confidentiality

Each party, as Receiving Party, agrees:

To protect the Confidential Information of the Disclosing Party with the same degree of care it uses to protect its own confidential information of like nature, but in no event less than a commercially reasonable degree of care;

To use the Disclosing Party’s Confidential Information solely for purposes of exercising its rights and performing its obligations under these Terms; and

Not to disclose the Disclosing Party’s Confidential Information to any third party, except to its Affiliates, employees, contractors, and professional advisors who (a) have a legitimate need to know such information for the purposes of these Terms, and (b) are bound by obligations of confidentiality no less protective than those set forth herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by law, regulation, or court order, provided that, to the extent legally permitted, the Receiving Party (a) provides the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek appropriate protective measures, and (b) discloses only that portion of the Confidential Information that is legally required to be disclosed.

Return or Destruction. Upon written request by the Disclosing Party, the Receiving Party will promptly return or destroy the Disclosing Party’s Confidential Information under its control, except that the Receiving Party may retain copies (a) to the extent required by Applicable Law, or (b) in routine backup or archival media created in the ordinary course of business, subject in each case to the ongoing confidentiality obligations herein.

Equitable Relief. Each party acknowledges that any breach of this Section 10 may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the Disclosing Party shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to seek immediate injunctive or other equitable relief without the necessity of posting bond or proving actual damages.

11. Intellectual Property Rights; Feedback

Ownership by Company. As between you and Company, Company and its licensors retain all right, title, and interest, including all intellectual property and proprietary rights, in and to the Platform, Documentation, Company Materials, and all modifications, enhancements, improvements, and derivative works thereof, whether or not inspired by or based upon any Feedback or User Data. No intellectual property rights are assigned or transferred to you under these Terms.

Company’s names, logos, product and service names, and other marks used in connection with the Platform are trademarks of Company or its licensors. You may not use any such trademarks without Company’s prior written consent. Any goodwill associated with such use shall inure solely to the benefit of Company.

If you or any of your users provide Feedback, you hereby grant to Company and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and otherwise exploit such Feedback in any manner and for any purpose, including to develop, improve, and market the Platform and other products and services, without any obligation or compensation to you.

Third-Party Components. The Platform may include or interoperate with third-party software, services, libraries, or open-source components. Your use of such third-party components may be subject to additional terms and conditions specified by the applicable third-party provider or in accompanying license notices, which are hereby incorporated by reference to the extent applicable.

12. Prohibited Uses and Conduct

General Prohibitions. In addition to the restrictions set forth elsewhere in these Terms, you agree not to:

Use the Platform for any purpose or in any manner that violates Applicable Law, including transportation safety regulations, prohibited commodities rules, and export control or sanctions laws;

Use the Platform to facilitate or conceal fraud, falsification of records (including hours-of-service logs or inspection reports), or any misleading or deceptive practices;

Access the Platform for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes, without Company’s express written consent;

Use the Platform in any manner that could cause harm or injury to any person or property, including by providing inaccurate or incomplete User Data on which other Users may reasonably rely for compliance or safety decision-making;

Misrepresent your identity, your affiliation with any person or entity, or your authority to use the Platform on behalf of a Business User; or

Engage in any conduct that interferes with or disrupts the operation of the Platform or the use of the Platform by any other User.

You agree to cooperate with Company in any reasonable investigation of suspected or actual prohibited conduct relating to your use of the Platform. Company reserves the right, but has no obligation, to monitor your access to or use of the Platform to ensure compliance with these Terms and Applicable Law.

13. Warranties; Disclaimers

User Warranties. You represent and warrant that:

You have the full power and authority to enter into and perform your obligations under these Terms;

Your execution and performance of these Terms will not violate any agreement to which you are a party or by which you are bound;

Your use of the Platform and your User Data will comply with these Terms and all Applicable Laws; and

You have obtained and will maintain all necessary rights, consents, and permissions required to submit your User Data to the Platform and to grant the licenses specified in these Terms.

Company Limited Warranty. Company warrants that, during your authorized use of the Platform:

Company will provide the Platform in a professional and workmanlike manner, consistent with generally accepted industry standards for similar services; and

The Platform, when used in accordance with the Documentation and these Terms, will perform substantially in accordance with the material features and functions described in the Documentation.
Your exclusive remedy, and Company’s entire liability, for a breach of the foregoing warranty shall be, at Company’s option and expense, to (a) use commercially reasonable efforts to correct or remedy the non-conformity, or (b) if Company is unable to correct such non-conformity within a commercially reasonable period, allow you to terminate your subscription to the affected portion of the Platform and receive a pro-rata refund of prepaid, unused Fees for the affected portion of the remaining subscription term.

Except as expressly and specifically set forth in these Terms:

The Platform and all related services and materials are provided “as is” and “as available” with all faults and without warranties of any kind, whether express, implied, statutory, or otherwise;

Company expressly disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice;

Company does not warrant that the Platform will be uninterrupted, error-free, secure, or free of defects or vulnerabilities, or that all errors or defects will be corrected;

Company does not warrant or guarantee (a) the accuracy, completeness, legality, or reliability of any User Data or other content provided by Users, (b) that any DOT Platform or other third-party system will accept, process, or recognize data transmitted through the Platform, or (c) any specific compliance outcome or regulatory approval as a result of your use of the Platform;

Company is not responsible for (a) your devices, equipment, or internet connectivity, (b) third-party services or systems that you elect to integrate with or use in connection with the Platform, or (c) any delays, failures, or damages resulting therefrom.

No Professional Advice. Company does not provide legal, regulatory, safety, or compliance advice. Any information, recommendations, or insights made available through the Platform are for general informational purposes only and do not constitute professional advice. You remain solely responsible for obtaining and relying on your own professional advisors regarding legal, regulatory, safety, and compliance matters.

14. Indemnification

Indemnification by Business Users. Each Business User shall indemnify, defend, and hold harmless Company and its Affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, “Company Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or related to:

The Business User’s or its Drivers’ or other authorized users’ use of the Platform, except to the extent such Claims are caused by Company’s breach of these Terms;

Any User Data submitted, uploaded, or transmitted by or on behalf of the Business User, including any allegation that such User Data infringes, misappropriates, or otherwise violates any intellectual property, privacy, or other rights of a third party, or violates Applicable Law;

The Business User’s violation of these Terms or Applicable Law; or

Any disputes between the Business User and any Driver, contractor, employee, or other third party relating to the use of the Platform, access to or use of User Data, or any transportation operations, including hours-of-service compliance, routing, load management, or safety decisions.

Indemnification by Company. Company shall indemnify, defend, and hold harmless the Business User and its officers, directors, and employees (“Business User Indemnified Parties”) from and against any Claims brought by a third party to the extent arising out of or alleging that the Platform, as provided by Company and used in accordance with these Terms and the Documentation, infringes or misappropriates any United States patent, copyright, trademark, or trade secret of such third party. Company shall have no liability or obligation under this Section 14.2 to the extent that any such Claim arises from:

Use of the Platform in combination with products, services, data, or software not provided by Company, where the infringement would not have occurred but for such combination;

Modification of the Platform by any party other than Company or its authorized contractors, where the infringement would not have occurred but for such modification;

Use of the Platform not in accordance with these Terms or the Documentation; or

Compliance by Company with instructions, designs, or specifications provided by the Business User.

3.3. Infringement Remedies. In the event that the Platform or any portion thereof is, or in Company’s opinion is likely to be, the subject of an infringement or misappropriation Claim, Company may, at its option and expense:

Procure for the Business User the right to continue using the affected portion of the Platform;

Replace or modify the affected portion of the Platform so that it becomes non-infringing while providing substantially equivalent functionality; or

If neither of the foregoing options is commercially reasonable in Company’s judgment, terminate the Business User’s rights to use the affected portion of the Platform and refund to the Business User a pro-rata portion of any prepaid, unused Fees for the affected portion of the Platform for the remainder of the then-current subscription term.
This Section 14.3 states Company’s sole and exclusive liability, and the Business User’s sole and exclusive remedy, for any Claims alleging that the Platform infringes or misappropriates the intellectual property rights of a third party.

Indemnification Procedures. The obligations of an indemnifying party (“Indemnifying Party”) under this Section 14 are conditioned upon the indemnified party (“Indemnified Party”):

Providing the Indemnifying Party with prompt written notice of any Claim for which indemnification is sought (provided that failure to provide such prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced thereby);

Granting the Indemnifying Party sole control over the defense and settlement of the Claim; and

Providing reasonable cooperation and assistance, at the Indemnifying Party’s expense, in the defense and settlement of the Claim.
The Indemnifying Party shall not settle any Claim in a manner that imposes any admission of liability or payment obligation on the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

15. Limitation of Liability

Exclusion of Consequential Damages. To the fullest extent permitted by Applicable Law, neither party shall be liable to the other party or to any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to these Terms or the use of or inability to use the Platform, even if such party has been advised of the possibility of such damages, and regardless of whether such damages arise in contract, tort (including negligence), strict liability, or otherwise.

Limitation of Direct Damages. To the fullest extent permitted by Applicable Law, Company’s total aggregate liability arising out of or related to these Terms, the Platform, and all related services, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed, in the aggregate, the total Fees actually paid by the Business User to Company under these Terms for the Platform giving rise to the claim during the twelve (12) month period immediately preceding the event giving rise to such liability. If you are a User who does not pay Fees (for example, a Driver using a free or employer-funded account), Company’s total aggregate liability to you shall not exceed one hundred dollars ($100).

The limitations and exclusions set forth in this Section 15 shall not apply to:

Your payment obligations for Fees under these Terms;

Your indemnification obligations under Section 14.1; or

Your infringement or misappropriation of Company’s intellectual property rights.
Notwithstanding the foregoing, each party’s liability for such matters shall remain subject to any non-excludable limits imposed by Applicable Law.

Allocation of Risk. The parties acknowledge that the limitations and exclusions of liability set forth in these Terms reflect the allocation of risk between the parties and that, absent such limitations, the economic terms of these Terms would be substantially different.

16. Term; Suspension; Termination

These Terms become effective on the earlier of (a) the date you first accept them or (b) the date you first access or use the Platform and shall continue in effect until terminated as provided herein.

Subscription Term (Business Users). For Business Users subscribing to paid services, the initial subscription term and any renewal terms shall be as specified in the applicable Order or subscription plan (each, a “Subscription Term”), unless earlier terminated in accordance with these Terms.

Termination by Business User. Unless otherwise specified in an applicable Order:

A Business User may terminate its paid subscription effective at the end of the then-current Subscription Term by providing advance notice in accordance with the cancellation procedures specified by Company; and

A Business User may terminate these Terms for Company’s material breach that remains uncured thirty (30) days after Company’s receipt of written notice describing the breach in reasonable detail.

Termination by Company. Company may terminate these Terms or any User’s access to the Platform, in whole or in part:

Immediately upon notice if the User materially breaches these Terms (including failure to pay Fees when due for Business Users) and, where such breach is curable, fails to cure such breach within thirty (30) days after receiving written notice thereof;

Immediately, without prior notice, if Company reasonably believes that (a) your use of the Platform poses a security or legal risk to the Platform, Company, or any other User, (b) you are engaging in fraud or illegal activities, (c) your use of the Platform may subject Company to liability or regulatory scrutiny, or (d) you have repeatedly violated these Terms;

At the end of any Subscription Term, by electing not to renew a Business User’s subscription.

Company may suspend your access to the Platform, in whole or in part, without terminating these Terms:

If any undisputed Fees are more than fifteen (15) days past due, after reasonable prior notice to the Business User;

If Company reasonably believes that you have violated these Terms or are using the Platform in a manner that may cause harm or liability; or

In response to legal process, law enforcement requests, or governmental orders.
Company will use commercially reasonable efforts to limit the scope and duration of any suspension to that which is strictly necessary.

Effect of Termination. Upon any termination of these Terms or your access to the Platform:

All rights and licenses granted to you hereunder shall immediately terminate, and you shall cease all access to and use of the Platform and Documentation;

Any outstanding payment obligations that accrued prior to the effective date of termination shall become immediately due and payable; and

Sections that by their nature should reasonably survive termination (including, without limitation, Sections 2, 6, 7, 8.4, 8.5, 9.4, 10, 11, 13.3–13.4, 14, 15, 16.6–16.7, and 17–20) shall survive.

Data Retrieval; Deletion. Following termination of a Business User’s subscription:

For a limited period of time designated by Company (which may be specified in an applicable Order or data retention policy), Company may provide the Business User with an opportunity to export certain User Data in a commonly used file format. After such period, Company shall have no obligation to retain or provide any User Data and may, subject to Applicable Law and its internal backup and archival policies, delete or anonymize such data; and

Company has no obligation to retain any User Data of a Driver whose account is deactivated or unlinked, except as required by Applicable Law, as necessary to comply with legal obligations, or as otherwise permitted under Company’s privacy practices.

17. Compliance with Law; Transportation-Specific Responsibilities

Compliance with DOT and Transportation Regulations. You acknowledge that the transportation industry is subject to extensive regulation, including but not limited to DOT and FMCSA rules and corresponding state regulations. You are solely responsible for:

Understanding and complying with all Applicable Laws relating to your transportation operations, including driver qualification, hours-of-service, vehicle maintenance and inspection, load securement, hazardous materials handling, and recordkeeping requirements;

Ensuring that any data submitted through the Platform for regulatory purposes is complete, correct, and submitted in the form and manner required by Applicable Law;

Ensuring that your use of the Platform, including any configurations, settings, and workflows, is consistent with and does not interfere with your compliance obligations.

No Assumption of Regulatory Responsibility. Company does not and cannot assume responsibility for your compliance with Applicable Law. The Platform is a tool that may assist in data organization and transmission but does not replace your duty to verify accuracy, maintain required records, and satisfy all regulatory requirements. Any tools, alerts, or indicators provided by the Platform are supplemental and do not constitute guarantees of compliance.

Safety and Operational Decisions. All decisions regarding safety, routing, dispatching, load assignments, hours-of-service, and other operational matters are solely your responsibility. Company does not supervise, direct, or control Drivers or Business Users in their transportation operations and disclaims any responsibility or liability arising therefrom.

Export Control and Sanctions. You represent and warrant that (a) you are not located in a jurisdiction that is subject to comprehensive U.S. economic sanctions, and (b) you are not listed on any U.S. government list of prohibited or restricted parties. You shall not use the Platform in violation of U.S. export control or sanctions laws or in connection with activities subject to such restrictions.

18. Governing Law; Venue; Dispute Resolution

Governing Law. These Terms and any dispute arising out of or relating to these Terms, the Platform, or any related matter shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles that would require the application of the laws of another jurisdiction.

Subject to any arbitration agreement separately entered into between you and Company (if applicable), the parties agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state courts located in Putnam County, Tennessee, or the United States District Court for the Middle District of Tennessee, and each party hereby irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on improper venue or forum non conveniens.

Jury Trial Waiver. To the maximum extent permitted by Applicable Law, each party hereby irrevocably waives any right to a jury trial in any action, proceeding, or counterclaim arising out of or relating to these Terms or the subject matter hereof.

Attorneys’ Fees. In any action or proceeding arising out of or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party, in addition to any other relief to which such prevailing party may be entitled.

19. Miscellaneous

Independent Contractors. The relationship between Company and you are that of independent contractors, and nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other party or incur obligations on its behalf without the other party’s prior written consent.

You may not assign, transfer, or delegate these Terms, or any rights or obligations hereunder, whether by operation of law, change of control, or otherwise, without Company’s prior written consent. Any attempted assignment in violation of this Section 19.2 shall be null and void. Company may assign or transfer these Terms, in whole or in part, (a) to an Affiliate, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to the Platform, without your consent. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Entire Agreement. These Terms, together with any applicable Orders, subscription terms, and any additional policies or documents incorporated by reference, constitute the entire agreement between you and Company regarding the subject matter hereof and supersede all prior or contemporaneous communications, proposals, understandings, and agreements, whether oral or written, relating to such subject matter.

Except as otherwise expressly provided in these Terms with respect to updates by Company, any amendment or modification to these Terms must be in writing and signed by an authorized representative of each party. No terms or conditions stated in any purchase order or similar instrument issued by you shall, by their own terms, modify or amend these Terms, even if signed by Company, unless expressly stated to do so.

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy or any other right or remedy. Any waiver must be in writing and signed by the party granting the waiver.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect.

All legal notices under these Terms shall be in writing and shall be deemed duly given:

When delivered personally;

When sent by confirmed email to the email address designated by a party for receiving notices (provided that a copy is also sent by another method in this Section 19.7 if required by law);

One (1) business day after being sent by a reputable overnight courier; or

Three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid.
Notices to Company shall be sent to info@readyfordot.com, – PO Box 2351, Cookeville, TN, 38502. Notices to you may be sent to the address or email associated with your account.

Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) under these Terms to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor disputes, power failures, failures of the internet or telecommunications networks, or actions of governmental authorities, provided that the affected party (a) uses commercially reasonable efforts to mitigate the impact of such event and resume performance, and (b) notifies the other party of the existence of such event and its expected duration where reasonably practicable.

Third-Party Beneficiaries. Except as expressly provided in these Terms with respect to Company Indemnified Parties and Business User Indemnified Parties, these Terms are for the sole benefit of the parties and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer any rights or remedies upon any other person or entity.

The headings used in these Terms are for convenience only and shall not affect the interpretation of these Terms.

The words “include”, “includes”, and “including” shall be deemed to be followed by the words “without limitation”. The term “or” is not exclusive. The singular includes the plural and vice versa, and references to “person” include individuals, corporations, partnerships, and other legal entities.

20. Contact Information

Contacting Company. If you have any questions about these Terms, the Platform, or your account, you may contact Company at:

By mail.

Proverbs Technology, Inc.
Attn: Privacy Office
PO Box 2351
Cookeville, TN 38502

By telephone.

432-653-0104

By email.

info@readyfordot.com

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and Use.