Terms of Service

1. Who we are and what these terms cover

These Terms of Service ("Terms") are a binding contract between you and ShippApp LLC ("ShippApp", "we", "us"), 305 New rd , Monmouth Junction NJ 08852. They cover the ShippApp website, web app and every service we offer (together, the "Platform").

If you use ShippApp for a company, you confirm you are allowed to sign for it. "You" then means the company and you personally: the company is responsible for everything in these Terms, and you are also personally bound by the confidentiality and stay-on-ShippApp rules in Sections 6 and 7.

Every account also signs a short agreement for its role (Shipper, Carrier, Driver, Office Staff or Salesperson). The role agreement, these Terms and the Privacy Policy form one contract. If the role agreement and these Terms conflict, the role agreement wins for that role.

2. What ShippApp is — and isn't

ShippApp arranges truck transportation. Businesses that need boxes, pallets or full loads moved ("Shippers") book loads; independent motor carriers and owner-operators ("Carriers") and their drivers haul them. ShippApp sets the price shown for each load, collects payment from Shippers and pays Carriers.

• ShippApp is not a motor carrier. It does not own trucks, employ drivers or take possession of freight. Carriers are independent businesses responsible for the transportation they perform and for their own drivers.
• ShippApp acts as a transportation broker. Its USDOT and broker (MC) numbers, once issued, are shown on rate confirmations and invoices.
• What we check: before a Carrier can take loads, ShippApp looks at the information listed in the Platform (for example USDOT registration and status in public FMCSA records, insurance documents, identity and license photos, and driving-record documents). These checks reduce risk but are not a guarantee of any Carrier's safety, performance or honesty, and they don't replace the Carrier's own legal duties.

3. Accounts

• You must be at least 18 and able to sign contracts.
• Information you give must be true, complete and kept up to date: names, company details, USDOT/MC numbers, insurance, licenses, phone numbers, bank and tax information.
• One person, one login. Don't share your login or let anyone else use your account. You are responsible for everything done in your account. Tell us right away at billing@shippapp.com if you think someone else used it.
• No fake or borrowed identities. You may not open an account using another person's or company's name, USDOT/MC number, email, phone or documents, open a second account after we limited or closed yours, or let anyone use your account to get around a suspension.
• We may verify your information, ask for documents, call the contact details registered with FMCSA, and approve, limit, suspend or close accounts — including for suspected fraud, safety concerns, false information or breaking these Terms.

4. Electronic signatures and records

You agree to do business with ShippApp electronically. Ticking a box, typing your name, or tapping "Sign", "Accept", "Book" or similar is your electronic signature and has the same legal effect as a handwritten signature under the federal E-SIGN Act and New Jersey's Uniform Electronic Transactions Act.

• What we record: the exact version you signed, the date and time, your IP address and your device, and which statements you separately confirmed. You agree these records are evidence of what you agreed to.
• Copies: after you sign, we email you a PDF copy, and you can download it again from the agreement's page while signed in. You may ask for a free paper copy at billing@shippapp.com.
• Notices: we send contracts, notices, invoices, statements and tax forms (where allowed) by email and in the Platform. You need a device with a current web browser, a working email address and a PDF reader. Keep your email address up to date.
• Withdrawing consent: you may stop doing business electronically by emailing billing@shippapp.com. Because the Platform works only electronically, that also closes your account (loads already accepted or booked must still be finished and paid).

5. Using the Platform properly

You will not:

• give false information, impersonate anyone, or use someone else's USDOT/MC number, insurance or documents;
• re-broker, double-broker or hand a load to anyone else (see your role agreement);
• fake or tamper with location, times, photos, signatures, proof of delivery or documents;
• scrape, copy, download in bulk, crawl or reverse-engineer the Platform, use bots or automated tools on it, or use its data to build or feed another service;
• probe or break its security, or access accounts or data that aren't yours;
• book or haul anything other than ordinary boxes, palletized freight and full loads allowed by your role agreement — no hazardous materials, weapons, illegal goods, live animals or household moves;
• harass, threaten or discriminate against anyone; or
• use the Platform to send spam.

6. Confidential information

"Confidential Information" means the names, contact details, addresses, gate codes, lanes, volumes, rates, prices and documents of Shippers, receivers, Carriers and drivers, and anything non-public about the Platform, that you see because you use ShippApp.

• Use it only to perform or book loads on ShippApp. Don't copy, photograph, save, share or sell it, or use it for any other purpose — during your use of ShippApp and afterwards.
• This doesn't cover information that is public, that you already had (with proof), or that the law requires you to disclose (tell us first if you can).
• Broker records. Nothing here limits any party's right under 49 C.F.R. 371.3(c) to review ShippApp's record of a load they were part of.

7. Stay on ShippApp (non-circumvention)

Why this rule exists. ShippApp spends money and time to find, check, onboard and keep Shippers, Carriers and drivers, and earns its fee only when they work together through the Platform. When people meet through ShippApp and then deal directly, ShippApp loses the fees on every future load between them, the cost of finding them, and the cost of finding out — and that usually happens out of sight. This section protects that investment.

Who it protects ("Restricted Party"). Any Shipper, consignee, receiver, Carrier, owner-operator, driver, dispatcher or other business or person you were introduced to, learned about, or did business with through ShippApp.

The rule. While you have an account and for 24 months after your last load, booking, quote or other activity on the Platform (the "Restricted Period"), you will not, directly or indirectly — including through a family member, employee, driver, another company you own or work for, another broker, dispatcher or load board:

• offer, quote, accept, arrange, broker or perform transportation for or with a Restricted Party outside ShippApp;
• ask or encourage a Restricted Party to stop or reduce using ShippApp, or to deal with you directly; or
• give a Restricted Party's contact details, rates or lanes to anyone for that purpose.

It doesn't matter who made the first contact. If a Restricted Party contacts you directly, tell them to book through ShippApp.

Examples.

• A carrier delivers for a receiver, and the receiver's manager asks the driver for a number to call next time. Correct: "Please book through ShippApp." Breach: the driver or carrier gives their own number or takes the load directly.
• A shipper likes a carrier and calls that carrier's office to book the next load without ShippApp. That is a breach by the shipper (and by the carrier if it accepts).
• A driver leaves their carrier, starts their own company and hauls for a receiver they met on a ShippApp job. That is a breach by the driver, and the old carrier is responsible too.

Existing relationships. The rule doesn't apply to a business you already worked with before you joined ShippApp if you tell us in writing, with proof (for example an invoice or rate confirmation from before you joined), within 10 days of joining or of first meeting them on the Platform. Otherwise the relationship is treated as introduced by ShippApp.

No buy-out. There is no fee you can pay to be released from this rule.

Liquidated damages. You agree that ShippApp's loss from a breach is real but very hard to prove, because diversion happens privately and ShippApp loses fees on future loads it can't see, plus the cost of finding and checking the relationship and of investigating the breach. So, for each Restricted Party involved in a breach, you will pay ShippApp, as liquidated damages and not as a penalty, the greater of (a) $5,000, or (b) 35% of the gross freight charges for all transportation for, with or to that Restricted Party outside ShippApp during the Restricted Period. You agree this is a reasonable estimate of ShippApp's loss when you sign, taking into account ShippApp's fees, how long customers usually stay, what it costs to find and check them, and how hard diversion is to detect. If a court or arbitrator decides this amount can't be enforced, ShippApp may instead recover its actual damages, including all fees it would have earned on the diverted freight during the Restricted Period, and any profit you made from the breach.

Other remedies. ShippApp may also get an injunction or other court order to stop a breach (you agree a breach causes irreparable harm and that no bond beyond what the law requires should be needed), recover reasonable attorneys' fees, collection costs and interest, close your account, and set off amounts you owe against money ShippApp owes you.

Records. If ShippApp reasonably believes this section was broken, you will give ShippApp, within 15 days of a written request, records of all business with the Restricted Party during the Restricted Period (for example invoices, rate confirmations, bills of lading and payments). If you don't, ShippApp may estimate the damages from the information it has, including Platform history.

Reviews are free speech. Nothing in these Terms limits your right to post an honest review of anyone, and no damages apply to reviews. ShippApp removes phone numbers and email addresses from messages and reviews to keep contacts on the Platform.

This section continues after your account closes. Your role agreement may add to it.

8. Prices, payments, setoff and chargebacks

• Prices, extra charges, payment timing, fees and QuickPay are shown in the Platform and your role agreement.
• You authorize ShippApp to collect, hold and pay amounts as described there, and to set off anything you owe ShippApp (including approved claims, chargebacks, overpayments, fees and damages under Section 7) against anything ShippApp owes you.
• Disputing a charge: raise it with ShippApp in the Platform or at billing@shippapp.com first. If you reverse a card payment for a load that was delivered without first giving ShippApp a chance to resolve it, you remain responsible for the charge plus reasonable collection costs.
• Bank and payment details are changed only through your account and may be confirmed by ShippApp by phone before payment. ShippApp is not responsible for payments sent to details you or someone using your account entered.
• You are responsible for your own taxes.

9. ShippApp's property

The Platform, its software, design, data, brand and content belong to ShippApp. You get a limited, personal, revocable, non-transferable right to use it for its purpose. ShippApp may use data created on the Platform (loads, rates, tracking, history) to run and improve the service, as the Privacy Policy explains. Feedback you give may be used without payment.

10. Disclaimers

The Platform is provided "as is" and "as available". To the extent the law allows, ShippApp disclaims warranties not written in these Terms, including merchantability, fitness for a particular purpose and non-infringement. ShippApp doesn't promise that a carrier will accept any load, that loads will be available, or that the Platform will always work without errors. Transportation is performed by independent Carriers, not by ShippApp.

11. Limits on liability

To the extent the law allows:

• ShippApp is not liable for indirect, incidental, special, consequential or punitive damages, or lost profits, revenue or data; and
• ShippApp's total liability for any claim about the Platform or a load is limited to the fees ShippApp actually earned on that load (or, if no load is involved, $500).

These limits don't apply to ShippApp's fraud, gross negligence or willful misconduct, or where the law doesn't allow them. They don't reduce what you owe ShippApp, including under Sections 6 and 7 and your indemnity. Loss of or damage to freight is the Carrier's responsibility, as explained in the role agreements.

12. Your indemnity

You will defend, indemnify and hold harmless ShippApp and its owners, staff and agents from claims, losses, fines, damages and costs (including reasonable attorneys' fees) caused by your use of the Platform, your freight or transportation, your employees, drivers or agents, your breach of these Terms or a role agreement, or your violation of any law or anyone's rights.

13. Suspension and ending

You may close your account at any time by contacting us; loads already accepted or booked must still be finished and paid. ShippApp may suspend or close an account at any time for any lawful reason, including breach, risk, fraud, safety or inactivity. Sections 4 and 6 to 16, and any amounts owed, continue after your account ends.

14. Disputes — arbitration instead of court

Please read this carefully. It changes how disputes are decided.

You and ShippApp are each giving up the right to sue in court and to have a judge or jury decide claims. Instead, claims are decided by a neutral private arbitrator, whose decision is final and binding and can be reviewed by a court only in very limited ways. Exchange of information ("discovery") and appeals are more limited than in court.

• What goes to arbitration: any dispute, claim or disagreement between you and ShippApp about the Platform, these Terms, a role agreement, the Privacy Policy, any load or payment, or whether this section applies or is enforceable ("Dispute"). The arbitrator, not a court, decides questions about the scope and enforceability of this arbitration agreement, except the class-action waiver below.
• How: by the American Arbitration Association (AAA) under its Commercial Arbitration Rules — or, where AAA requires them, its Consumer or Employment/Workplace Rules — before one arbitrator, held in New Jersey or by video. A court with jurisdiction may enter judgment on the award.
• One-on-one only. You and ShippApp may bring claims only individually, not as a plaintiff or class member in any class, collective or representative action or arbitration. If this class waiver is found unenforceable for a claim, that claim goes to court (not arbitration), and the jury waiver below still applies.
• What stays out of arbitration: individual claims in small-claims court; requests by either side to a court for an injunction or similar order to stop a breach of Sections 5, 6, 7 or 9 or to protect intellectual property; ShippApp's collection of unpaid invoices or other undisputed amounts; and claims of sexual harassment or sexual assault, which the claimant may choose to bring in court.
• Which law enforces this section: the Federal Arbitration Act. If the Federal Arbitration Act doesn't apply to you or a claim (for example, because you are a transportation worker), this section is governed by and enforceable under the New Jersey Arbitration Act, N.J.S.A. 2A:23B-1 et seq., and it does not fail for that reason.
• Jury waiver in court. For any claim that is heard in court for any reason, you and ShippApp each waive a trial by jury to the extent the law allows.
• Costs: each side pays its own attorneys' fees unless the arbitrator or court awards them under these Terms or a law. The prevailing party in an action to enforce Sections 6 or 7 or to collect money owed recovers reasonable attorneys' fees and costs.
• Changes: if ShippApp changes this section, the change won't apply to a Dispute you or ShippApp already knew about or filed before the change.

15. Governing law and courts

These Terms are governed by New Jersey law and applicable federal law, without regard to conflict-of-law rules. For anything allowed in court, you agree to the exclusive jurisdiction of the state and federal courts in New Jersey.

16. Changes to these Terms

ShippApp may update these Terms. You'll get a notice in the Platform and by email, and you'll be asked to read and sign the new version before you continue using the Platform. If you don't agree, stop using the Platform and close your account; loads already accepted or booked must still be finished and paid. A change never applies to a Dispute that started before it.

17. General

These Terms, your role agreement and the Privacy Policy are the whole agreement about their subject. If any part is unenforceable, it will be enforced as far as the law allows (including by shortening its time or narrowing its scope) and the rest stays in effect. Not enforcing a right isn't a waiver. You may not transfer these Terms; ShippApp may, including in a sale or reorganization. Notices to you go to your email or the Platform; notices to ShippApp go to billing@shippapp.com. Nothing here creates a partnership, joint venture, franchise, agency or employment relationship.