TERMS AND CONDITIONS

Last Updated: March 19, 2025

1. INTRODUCTION

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and GarTran LLC ("GarTran," "we," "our," or "us"), located at 8400 Sweet Valley Dr #408, Cleveland, OH 44125, governing your access to and use of the GarTran mobile application ("App") and related services.

By downloading, accessing, or using the App, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the App.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility

You must meet all applicable federal and state mandated age requirements to use the App. By accessing or using the App, you represent and warrant that you have the legal capacity to enter into a binding contract with GarTran.

2.2 Account Creation

Accounts can be created through www.gartran.com, the GarTran App available on iOS App Store or Google Play Store, at https://logistics.gartran.com/v2/#/page/login, or may be created by authorized GarTran LLC employees. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

2.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials, including your password and for any and all activities that occur under your account. You agree to use strong passwords and enable two-factor authentication (2FA) as required by the App. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

2.4 Single Account Requirement

Each User is permitted to maintain only one account. Creating or maintaining multiple accounts is prohibited and may result in the termination of all associated accounts.

3. LICENSE AND RESTRICTIONS

3.1 License Grant

Subject to your compliance with these Terms, GarTran grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the App for your internal business purposes in connection with the services provided by GarTran.

3.2 Restrictions

You shall not: (a) Copy, modify, adapt, translate, create derivative works from, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the App or any portion thereof, except as expressly permitted by these Terms; (b) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the App or any related technology; (c) Remove, alter, or obscure any proprietary notice or identification, including copyright, trademark, patent, or other notices, contained in or displayed on or via the App; (d) Circumvent, disable, or otherwise interfere with security-related features of the App; (e) Use the App to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature; (f) Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "scrape," "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the App; (g) Use the App in any manner that could disable, overburden, damage, or impair the App or interfere with any other party's use of the App; (h) Use the App for any illegal or unauthorized purpose.

4. USER CONTENT

4.1 Ownership and License

Any content that you upload, transmit, or otherwise make available through the App ("User Content"), including but not limited to photos of delivered goods, signatures, delivery notes, and other information, remains your property. However, by uploading or providing User Content, you grant GarTran a worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable, perpetual, and irrevocable license to use, copy, modify, adapt, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the App and GarTran's business, including without limitation for promoting and redistributing part or all of the App in any media formats and through any media channels.

4.2 Representations and Warranties

You represent and warrant that: (a) you own the User Content or have the right to grant the rights and licenses contained in these Terms; (b) the User Content does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; and (c) the User Content does not violate any applicable law or regulation.

4.3 Prohibited Content

You may not upload or transmit any User Content that: (a) Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) You do not have a right to transmit under any law or under contractual or fiduciary relationships; (c) Infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; (d) Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (e) Constitutes unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

5. PAYMENT TERMS

5.1 Fees and Payment

All subscription and usage fees, payment methods, billing cycles, refund policies, and cancellation procedures are as specified at https://www.gartran.com/vendor-packet-online. GarTran reserves the right to change its fees and payment policies by updating the aforementioned webpage or by providing notice through the App.

5.2 Late Payments

Late payments may incur additional fees and may result in suspension or termination of your access to the App. You agree to reimburse GarTran for all collection costs and expenses incurred in the collection of any delinquent account.

5.3 Taxes

You are responsible for paying all taxes associated with your use of the App, excluding taxes based on GarTran's net income.

6. INTELLECTUAL PROPERTY

6.1 GarTran Intellectual Property

The App and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by GarTran, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

6.2 Trademarks

All GarTran trademarks, service marks, trade names, logos, domain names, and any other features of the GarTran brand ("GarTran Marks") are the sole property of GarTran or its licensors. The Terms do not grant you any rights to use any GarTran Marks whether for commercial or non-commercial use.

6.3 Use of GarTran Intellectual Property

You may not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content on the App for any other purposes without the prior written consent of GarTran or the respective rights holders.

7. LIMITATION OF LIABILITY

7.1 Disclaimer of Warranties

THE APP AND ALL CONTENT, FUNCTIONS, AND MATERIALS PROVIDED THROUGH THE APP ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GARTRAN DOES NOT WARRANT THAT THE APP OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.

7.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GARTRAN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE APP; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APP; (C) ANY CONTENT OBTAINED FROM THE APP; OR (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, EVEN IF GARTRAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF GARTRAN AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO GARTRAN FOR THE APP IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; OR (B) $100.00 USD.

8. DISPUTE RESOLUTION

8.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the App shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule.

8.2 Mandatory Arbitration

You and GarTran agree that any dispute, claim, or controversy arising out of or relating to these Terms or the App shall be determined by binding arbitration. The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Cleveland, Ohio, unless you and GarTran agree otherwise. Each party will be responsible for paying any filing, administrative, and arbitrator fees in accordance with the rules of the arbitrator.

8.3 Class Action Waiver

YOU AND GARTRAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and GarTran agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding.

8.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

9. TERMINATION

9.1 Termination by GarTran

GarTran reserves the right, without notice and in its sole discretion, to terminate your account and/or block your access to the App for any reason, including, without limitation, if GarTran believes that you have violated or acted inconsistently with the letter or spirit of these Terms. GarTran may also suspend or terminate your access if you fail to comply with any payment obligations or if your account is inactive for an extended period.

9.2 Termination by User

You may terminate your account at any time by following the instructions in the App or by contacting logistics@gartran.com. Termination may be subject to the cancellation procedures specified at https://www.gartran.com/vendor-packet-online.

9.3 Effect of Termination

Upon termination of your account for any reason: (a) your license to use the App will immediately terminate; (b) you must cease all use of the App; and (c) any provision of these Terms that, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

9.4 Data Retention After Termination

Upon termination, GarTran will handle your data as described in our Privacy Policy. GarTran may retain certain information as required by law or as necessary for its legitimate business purposes.

10. SERVICE LEVEL EXPECTATIONS

10.1 Availability

GarTran does not guarantee uninterrupted access to the App and reserves the right to suspend, restrict, or terminate access to the App for maintenance, upgrades, or other reasons, with or without notice.

10.2 Maintenance

GarTran may perform maintenance on the App as needed, which may result in temporary unavailability of the App or certain features. GarTran will endeavor to schedule maintenance during periods of low usage but makes no guarantees regarding the timing of maintenance.

10.3 Changes to the App

GarTran reserves the right to modify, update, or discontinue any aspect of the App at any time. When possible, significant changes will be communicated to users through the App or via email.

11. THIRD-PARTY SERVICES

11.1 Third-Party Services

The App may integrate with or contain links to third-party services, websites, or resources. Your use of such third-party services may be subject to additional terms and conditions. GarTran is not responsible for the availability or accuracy of such third-party services, or the content, products, or services available from such third parties.

11.2 User Responsibilities

You are solely responsible for your interactions with any third-party services accessed through the App. You acknowledge and agree that GarTran is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-parties in connection with the App.

12. FORCE MAJEURE

GarTran shall not be liable for any failure to perform its obligations under these Terms where such failure results from any cause beyond GarTran's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation, acts of God, terrorism, pandemic, epidemic, or government order or regulation.

13. ASSIGNMENT

13.1 Assignment by User

You may not assign or transfer these Terms, by operation of law or otherwise, without GarTran's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect.

13.2 Assignment by GarTran

GarTran may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

14. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless GarTran, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the App, including, but not limited to, your User Content, any use of the App's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the App.

15. APP STORE COMPLIANCE

15.1 Google Play Store

If you download the App from the Google Play Store, you acknowledge and agree that these Terms are concluded between you and GarTran, and not with Google, Inc. ("Google"). GarTran, not Google, is solely responsible for the App and the content thereof. Your use of the App must comply with the Google Play Store Terms of Service.

15.2 Apple App Store

If you download the App from the Apple App Store, you acknowledge and agree that these Terms are concluded between you and GarTran, and not with Apple Inc. ("Apple"). GarTran, not Apple, is solely responsible for the App and the content thereof. Your use of the App must comply with the App Store Terms of Service.

16. TRUCK CARRIER SPECIFIC TERMS

If you are a truck carrier using the App, you also agree to be bound by the terms of the GarTran Truck Carrier Agreement, which includes but is not limited to the following requirements:

(a) No truck will be loaded without a GarTran G#;

(b) All loads must be secured by straps;

(d) Carriers must maintain a Satisfactory Safety Rating;

(e) Carriers must not solicit or accept shipments from Garick and GarTran customers directly;

(f) Carriers must maintain required insurance;

(g) Carriers must adhere to delivery appointment schedules and notify GarTran immediately of any inability to meet scheduled pickups or deliveries;

(h) Carriers must comply with detention policies as specified in the Truck Carrier Agreement;

(i) Carriers must comply with accessorial charges as specified in the Truck Carrier Agreement;

(j) Carriers must provide proof of delivery as required for payment.

(k) Any additional charges beyond the "Rate" agreed to MUST BE APPROVED IN WRITING FIRST BEFORE ANY CHARGES ARE INCURRED;

(l) When using the GarTran App, at least 1 photo of the delivered goods, as well as a customer signature are required for Proof of Delivery and payment;

The complete GarTran Truck Carrier Agreement is available at https://www.gartran.com/truck-carrier-packet.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices published by GarTran on the App, shall constitute the entire agreement between you and GarTran concerning the App.

17.2 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and GarTran's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

17.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

17.4 Contact Information

Questions or comments about the App or these Terms may be directed to GarTran at:

GarTran LLC 8400 Sweet Valley Dr #408 Cleveland, OH 44125

Email: logistics@gartran.com

Toll Free: 1-800-242-7425 x343

Direct: 216-581-6597

17.5 Changes to Terms

GarTran reserves the right to modify these Terms at any time. If we make changes to these Terms, we will provide notice of such changes, such as by sending a notification, posting a notice on the App, or updating the "Last Updated" date above. Your continued use of the App following the posting of revised Terms means that you accept and agree to the changes.

BY DOWNLOADING, ACCESSING, OR USING THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE APP.