Product and Delivery Schedule

This Product and Delivery Schedule is Effective as of January 1, 2026.

PRODUCTS

  1. DAT One – Freight Matching
    1. License to Load Post Data. You grant Us, and Our Affiliates, a perpetual, world-wide, royalty-free, non-exclusive right and license to reproduce, modify, adapt, sell, publish, translate, create (with and without the use of AI) derivative works from, distribute, redistribute, transmit, perform and display any Load Post Data without geographic limitation and without seeking any further consent from You; provided any communication between You and another DAT customer conducted through the Site or Product will be deidentified and aggregated prior to Our use.
    2. Authority. At all times during the Term, You warrant and represent that (a) You are a bona fide shipper, freight broker, 3PL, freight forwarder, intermodal company, rail company, or motor carrier; (b) You have obtained necessary government registrations to conduct Your business; (c) You will not represent Yourself as operating under the authority of any third-party without the express permission from such third-party; (d) You will not enter any transaction to broker or transport freight or commodities without the appropriate authority or level of insurance coverage or bond; (e) You will not transport freight outside the geographic bounds of Your authority; and (f) You will not transport commodities You are not authorized to transport.
    3. Disclaimer. We provide a venue for You and Our other customers to meet, share information, offer, sell and buy services. We are not involved in the actual transactions between parties. We do not guarantee the accuracy, reliability, or legality of any information shared on Our platform. It is Your sole responsibility to check the credentials of any party with whom You do business, including but not limited to safety and authority records. Matched parties are based solely on Your search criteria. Matched parties do not imply We endorse such parties. You are responsible for verifying the authority, reputation, business practices, and safety records. You must make Your own determination whether a party meets Your transportation needs prior to entering into any transactions. We are not involved in the actual transaction between You and a third party.
    4. Use Limitations. Your load search activity in DAT One is monitored by Us. Search activity in excess of five hundred (500) searches per user per month will be considered breach of the Agreement.
    5. Priority Booking (for brokers). We will only charge You for loads actually booked. You will provide the complete data set with no missing fields in a format or template as provided by Us. You will supply Us with complete and accurate Rate Data for every load selected as a bookable load using Priority Booking; provided that prior to utilizing or disclosing such Rate Data to anyone other than the carrier directly involved in the negotiation, We will aggregate and take commercially reasonable efforts to prevent such data from being in any way identifiable as originating from You.
    6. Credit Reporting. We republish business credit information originating from third party providers. We are not responsible for the content or accuracy of these business credit reports. Questions or concerns about this credit information must be directed to those third-party providers directly.
    7. Peer Review. We offer a peer review. We, or our third-party providers, moderate these peer reviews for compliance with the Acceptable Use Policy. We do not moderate for accuracy or verify claims made in peer reviews.
    8. Search History. You permit Us to sell Your load board lane search history, equipment posting history (if applicable), and Contact Data to Our customers.
  2. Convoy – Freight Matching
    1. License to Load Post Data. You grant Us, and Our Affiliates, a perpetual, world-wide, royalty-free, non-exclusive right and license to reproduce, modify, adapt, sell, publish, translate, create (with and without the use of AI) derivative works from, distribute, redistribute, transmit, perform and display any Load Post Data without geographic limitation and without seeking any further consent from You; provided any communication between You and another DAT customer conducted through the Site or Product will be deidentified and aggregated prior to Our use.
    2. Authority. At all times during the Term, You warrant and represent that (a) You are a bona fide shipper, freight broker, 3PL, freight forwarder, intermodal company, rail company, or motor carrier; (b) You have obtained necessary government registrations to conduct Your business; (c) You will not represent Yourself as operating under the authority of any third-party without the express permission from such third-party; (d) You will not enter any transaction to broker or transport freight or commodities without the appropriate authority or level of insurance coverage or bond; (e) You will not transport freight outside the geographic bounds of Your authority; and (f) You will not transport commodities You are not authorized to transport.
    3. Disclaimer. We provide a venue for You and Our other customers to meet, share information, offer, sell and buy services. We are not involved in the actual transactions between parties. We do not guarantee the accuracy, reliability, or legality of any information shared on Our platform. It is Your sole responsibility to check the credentials of any party with whom You do business, including but not limited to safety and authority records. Matched parties are based solely on Your search criteria. Matched parties do not imply We endorse such parties. You are responsible for verifying the authority, reputation, business practices, and safety records. You must make Your own determination whether a party meets Your transportation needs prior to entering into any transactions. We are not involved in the actual transaction between You and a third party.
    4. Fees. We will invoice and You will pay Us the Platform Fees at the interval and rate stated in the Order Form or broker web portal in the payments setting. In addition to any other remedies available at law or equity, Your access to the Platform may be suspended for non-payment five (5) calendar days past due.
    5. Separate Broker-Carrier Relationship and Agreement. Each Platform Carrier that provides transportation services to You will have a direct contractual broker-carrier relationship with You. Convoy Services include management and facilitation of Broker-Carrier Contracts on behalf of You. The Platform will manage Your Broker-Carrier Contracts with Platform Carriers and present a Broker-Carrier Contract (in a form as shown at Exhibit A) to a Platform Carrier with an Offered Shipment if no such contract is in place. When a Platform Carrier receives an Offered Shipment, You will contemporaneously receive information regarding the Platform Carrier, and You will, based on Your own independent analysis and judgment, determine whether to engage the Platform Carrier by accepting a bid. By posting a Shipment on the Platform for bid by Platform Carriers, You declares its mutual assent to, agrees to accept, and is deemed to have accepted each Broker-Carrier Contract presented to a Platform Carrier matched with a Shipment. You acknowledge that DAT presents the Platform Carrier with a Broker-Carrier Contract as a convenience to and on behalf of You and that DAT is in no way a party to that broker-carrier relationship between You and each Platform Carrier. You may refuse to work with a Platform Carrier at any time. If You wish to remove or cancel an accepted Shipment, You agree to pay any costs incurred (including TONU charges) relating to such cancelation and is subject to DAT’s Fees (as defined below). You have reviewed Exhibit A and has had full opportunity to consult with its attorneys regarding use of DAT’s form Carrier Contract Template or any other broker-carrier agreement. You represent and warrant that DAT has provided no legal advice to You regarding the Broker-Carrier Contract or Your use of Platform Carriers. Broker agrees that DAT may publish within the Convoy Platform details relating to You necessary for performance of the Platform, including load information, commentary, feedback, ratings, reviews, support requests, and contact information.
    6. Document Review and Shipment Charge Approval; Offsets. Upon a Platform Carrier’s completion of a Shipment and submission of Shipment Documents to the Platform, You must review and either reject or approve each BOL, POD, or any other required Shipment documents and the corresponding Shipment Charges. Unless the timeframe for review is adjusted in writing or by automation, You must review and approve or reject all documents and Shipping Charges no later than 24 hours (excluding weekends and U.S. federal holidays) after presented to You. If You do not timely approve or reject the applicable document(s), DAT may deem such document(s) approved by You and consider the Shipment a Completed Shipment. You have sole discretion and authority to approve or decline Shipment Documents or to offset cargo shortages or damages claims reflected in any Shipment Documents from the Shipment Charges. You are responsible in all respects for determining the accuracy, legitimacy and validity of any documents submitted to it through the Convoy Platform. DAT is not responsible or liable for any Shipment Documents submitted by a Carrier that are fraudulent or inaccurate or for any actions or inactions taken in reliance on such documents. DAT’s payment of Shipment Charges pursuant to this Schedule is conditioned upon Your review of Shipment Documents (regardless of whether delegated to third parties or Document Review Service for review). Any Shipment Charge offsets imposed by You due to cargo shortages or damages claims reflected on Shipment Documents are limited to the specific Shipment from which the shortages or damages originated. Approval of Shipment Charges provides Your acknowledgment that the Shipment was completed without damages or claims. Any later-discovered or excess damages, claims, or fines must be directly addressed between the responsible Carrier and You and is not DAT’s responsibility.
    7. Shipment Charges. Upon and on the sole condition of Your approval of Shipment Charges in accordance with Section 2.6, DAT hereby agrees to buy, and You hereby agree to sell to DAT as absolute owner and with full recourse, as of the date of such approval, all rights to receive payment from a shipper associated with such Shipment Charges and all proceeds of and supporting obligations for each such right, in consideration of which DAT will, subject to the terms of this Agreement, become directly liable to the Platform Carrier for which the Shipment Charges are due, less any negotiated discounts with the Platform Carrier. DAT shall pay to the associated Platform Carrier the Shipment Charges that are due, less any negotiated discounts with the Platform Carrier. Any such sale is effective, without further need for documentation, as of the date of Your approval of the Shipment Charges and, for clarity, not as of the payment of the purchase price. The Parties acknowledge and agree that the sale of accounts contemplated and covered hereby are fully intended by the parties hereto as true sales. By becoming directly liable to Platform Carrier as described herein, except in the case of Your fraud, Your liability to the Platform Carrier for non-payment of the relevant Shipment Charges is unconditionally relieved and Platform Carrier’s right to payment for such Shipment Charges shall be satisfied by DAT’s payment of the same. DAT will indemnify You from and against any claim for Shipment Charges payments brought by a Platform Carrier against You where You have paid DAT and DAT has failed to pay such Platform Carrier, subject to the provisions of Terms and Conditions Section 8.2 (Your Indemnification of Us). You must pay all invoices as directed by DAT and must not pay Platform Carriers directly for Shipments arranged via the Platform; direct payment to Platform Carriers will not relieve You of Your liability to DAT nor affect the sale hereunder. You shall directly collect all payments from Shippers the rights to which DAT purchases hereunder. You represent and warrant that such amounts are due and payable when the Shipment becomes a Completed Shipment and agrees to hold such amounts in trust for DAT and remit them when invoiced as Shipping Charges, in accordance with the payment terms of this Agreement. You further agree to repurchase any rights to payment hereby purchased, in the unpaid portion of such amounts, if such payments that remain unpaid by Your shipper once any invoice demanding the associated Shipping Charges becomes due. Under no circumstances is DAT responsible for non-approved Shipment Charges, meaning Shipment Charges where You have not approved the Shipment Charges in accordance with Section 2.6 or has otherwise disputed the Shipment Charges with the Platform Carrier. Use of DAT’s Document Review Service does not alter Your obligations under this Section. You acknowledge that DAT provides a technology service and manages payments as a service to You and that DAT is not responsible for arranging for transportation between Platform Carriers and You or any shippers, is not offering to provide transportation services, and is not a broker under 49 U.S.C. § 13301.
    8. Broker Surety Bond. You acknowledge that Your BMC-84 freight broker surety bond or BMC-85 trust fund agreement, whichever is on file with the FMCSA, to ensure financial responsibility for all approved Motor Carrier Shipment Charges owed by You to DAT. DAT has assumed payment liability for approved Motor Carrier Shipment Charges, and You acknowledge that this Addendum constitutes a written contract, agreement, or arrangement made by You while the bond is in effect for the supplying of transportation under license issued to You by the Federal Motor Carrier Safety Administration.
    9. ACH Debit Authorization. You authorize DAT and its affiliates, and/or DAT’s financial institution partners and their assigns to debit Your account identified in account registration process all payments and collect all amounts owed under this Agreement through ACH. You agree to keep such account open and maintain sufficient funds in such account to meet its obligations under this Agreement. Debits will be governed by, and You agree to abide by, the rules established by the Nacha for business-related ACH debits and all applicable law. You also authorize DAT to debit Your account for verification purposes (through microdeposits or similar means) and to debit or credit Your account to correct any erroneous debit or credit. You represent that was established for business purposes and not for personal, family or household purposes. You represent and warrant that it has the right and authority to transact on the account and is authorized to enter into this provision. This authorization is to remain in full force and effect until DAT has received written notification from You of Your termination in such time and in such manner as to afford DAT a reasonable opportunity to act on it. If You revoke this authorization, closes its deposit account, or takes other action to prevent DAT from debiting its account, DAT may, without notice and without limiting its other rights or remedies, suspend the Convoy Services.
    10. Pre-Funded Reserve Account. DAT may require You to fund a Reserve in an amount that reflects DAT’s assessment of risk related to Your participation in the Convoy Services, as DAT may determine in its discretion from time to time, provided that DAT provides thirty (30) days’ advance written notice. You will fund such Reserve promptly upon receipt of notice and demand from DAT. Failure to promptly fund the Reserve in the required amount shall be deemed a material breach of the Agreement, in response to which, without notice and without limiting its other rights or remedies, DAT may suspend the Convoy Services. DAT may (but is not required to) apply funds in the Reserve toward, and set-off, any funds that would otherwise be payable by DAT to You against, the satisfaction of any amounts due from You pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by DAT, will not bear interest, and may be commingled with other funds, (but will be accounted for separately). You grant and acknowledge that DAT has a security interest in the Reserve, and, at DAT’s request, You shall provide and execute any documentation necessary to reflect this security interest. Upon termination of this Agreement, and after first deducting any undisputed fees or other amounts owed to DAT by You under this Agreement, DAT will return any funds held in the Reserve to You within one hundred and eighty (180) days of such termination.
    11. Security Interest. You hereby grant DAT a security interest in all of its respective existing and after-acquired goods, accounts, chattel paper, documents, instruments, general intangibles, and books and records to secure all present and future obligations owed by You to DAT arising under the Agreement, whether arising before, during or after the commencement of any bankruptcy proceeding in which You are a debtor. You hereby authorize DAT to file any document it deems necessary to perfect its security interest in the foregoing, including but not limited to UCC-1 financing statements and any applicable amendments or continuation statements.
    12. Information. You agree that DAT may verify all Shipping Documents as DAT deems reasonably necessary, including by contacting the associated Platform Carrier or Shipper. You further agree to promptly provide all documents and information that DAT may request to assess the risk involved in DAT’s provision of the Convoy Services and that DAT may suspend the Convoy Services if not promptly provided, in addition to DAT’s other rights and remedies.
    13. Payments to Platform Motor Carriers Post-Termination. If for any reason this Addendum is terminated and any Shipment Charges remain outstanding to Platform Carriers for Completed Shipments, You may provide ten (10) business days’ notice to DAT that You intend to pay such Platform Carriers directly, identifying the specific Shipments, Motor Carriers, and amounts to be paid; and in such case, if DAT has not made such payment(s) within ten (10) business days from the date such notice is delivered by You, then and only then will You be entitled to pay such Motor Carriers directly for the identified amounts.
  3. DAT iQ – Rates and Analytics
    1. Contribution of Rate Data. You or, at Your direction and as applicable, Your third-party transportation management software provider, must contribute complete Rate Data sets in the format We provide. You should not include data submissions that, due to specialized or unique circumstances, do not reflect a competitive market rate.
    2. License to Rate Data.
      1. You grant Us, and Our Affiliates perpetual, world-wide, royalty-free, non-exclusive right and license to modify and reproduce directly back to You the Rate Data. Only Our employees and subcontractors whose job function requires access to Rate Data will be granted access to Rate Data.
      2. You grant Us, and Our Affiliates, a royalty-free, perpetual, non-transferable, non- assignable, non-sublicensable right and license to remove any reference to You and aggregate Rate Data with other customers’ Rate Data with the resultant data being Our exclusive property usable by Us for any legal purpose and without any restriction from You.
    3. Accuracy of rate Product Data. Our rate forecasts are a directional indicator, not an exact, explicit guarantee of future rates. We do not guarantee future performance or provide assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated. The rate forecasts are provided as-is and We make no other representation or warranty, implied or otherwise, related to the rate forecasts. To the maximum extent permitted by law, We disclaim all liability with respect to the accuracy or completeness of any of the rate forecasts.
    4. Exclusivity. Without Our written permission, You will not contribute Rate Data to any other service which (1) aggregates data for the purposes of providing trucking lane rates and (2) is reasonably deemed a competitive service by Us.
  4. Trucker Tools Tracking
    1. Your Responsibilities. In addition to those responsibilities set forth in the Agreement, You shall (i) provide all resources and materials reasonably requested by DAT, including, without limitation any APIs necessary for the proper functioning of DAT’s products and services with Your existing transportation management software; (ii) provide DAT with such access to Your premises and operating environment as is necessary for DAT to perform its obligations on a timely basis as set forth in the Order Form; (iii) ensure the operating environment is set up and in working order to allow DAT to perform the services and deliver its products in a timely manner; (iii) participate with suitably qualified and authorized personnel in all meetings reasonably requested by DAT; (iv) provide all consents, approvals, exception notices, and other communications that may be required under the Agreement; and (v) provide all cooperation and assistance DAT reasonably requests to enable DAT to exercise its rights or perform its obligations under the Agreement. DAT is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Your delay in performing, or failure to perform, any of its obligations under the Agreement. In the event of any such delay or failure, DAT may, terminate the Order Form. The foregoing is in addition to, and not in lieu of, all other remedies DAT may have for any such failure or delay.
    2. License. DAT provides Tracking Services. You desire to utilize such Tracking Services to receive the in-transit location and pickup and delivery information of freight and assets electronically from the mobile devices and electronic logging devices of Participants. DAT hereby grants to You a limited, nonexclusive, royalty-free license to distribute the Tracking Services to Participants in accordance with the terms set forth herein.
    3. Notifications. You acknowledge that each Participant will receive transaction notifications, notices of maintenance upgrades, periodic updates and other communications from DAT via an email address or phone number entered by such Participant during registration for the Tracking Services.
  5. Onboarding, Carrier Management, and Compliance
    1. Carrier Management Suite. The matched carriers are based solely on basic transportation requirements such as geographical activity and equipment type. The matched carrier results do not imply We endorse such carriers. You are responsible for verifying the authority, reputation, business practices, and safety records of each carrier. You must make Your own determination whether a carrier meets Your transportation needs prior to entering into any transactions with a carrier. We are not involved in the actual transaction between You and a particular carrier.
    2. DAT Onboard. We disclaim any responsibility that (i) the OnBoard questionnaire asks all the questions required by You; (ii) the forms, once completed by a carrier, will be properly or timely submitted; or (iii) the data provided by the carrier is error-free or current.
    3. CarrierWatch. Your Order Form denotes the number of carriers You may monitor. We reserve the right to periodically audit Your account. If an audit reveals monitored carriers more than the number listed on Your Order Form, We will add additional carriers to Your next invoice in batches of 1,000, with a charge per batch applicable for the remainder of the Order Form subscription period at Our current market rate.
  6. Betas and Trials
    1. Definitions. This section describes the additional terms and conditions under which You may access and use Betas or Trials.
    2. Compliance. You must comply with the terms related to any Beta as posted on the Site or otherwise made available in writing to You. For any Trial, except for the obligation to pay, which is waived, You must otherwise comply with the Terms and Conditions and this Schedule. We may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta or a Trial at any time.
    3. Suspension. We may suspend or terminate Your access to or use of any Beta or Trial upon notice by Us. Your access to and use of each Beta will automatically terminate upon the release of a generally available version of the applicable Beta. Notwithstanding anything to the contrary in the Terms and Conditions, after suspension or termination of Your access to or use of any Beta or Trial for any reason, You will not have any further right to access or use the applicable Beta or Trial.
    4. Disclaimer. Without limiting any disclaimers in the Terms and Conditions or this Schedule, Betas may contain bugs, errors, defects, or harmful components. Accordingly, and notwithstanding anything to the contrary in the Terms and Conditions or this Schedule, We are providing Betas to You “as is.” Except to the extent prohibited by law, We disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.
    5. Limitation of Liability. Notwithstanding anything in the Terms and Conditions, Our aggregate liability to You for any loss because of any Beta or Trial will be limited to $100.
    7.  

    DELIVERY METHODS

  7. APIs
    1. Access. Some Products and Product Data may be available via API. If We provide access to APIs and You use the APIs, then You agree to these terms along with the other terms governing Your use of the Products contained in this Schedule. To request API access, please contact developersupport@dat.com.
    2. API License. We grant You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to (i) use the API solely for the purposes of communicating and interoperating with a particular Product on non-DAT platforms; and (ii) display certain DAT logos and trademarks in compliance with usage guidelines that We may specify from time to time solely in connection with the use of the API and the Product and not in connection with the advertising, promotion, distribution, or sale of any other products or services.
    3. Certification. Your API integration must be certified by Us in a non-production environment at Your expense before You use the API in an Interface Client, which may include without limitation examining design documents; examining source code; verifying proper use and location of Our trademarks; testing of the Interface Client and Your system against Our test system; and evaluating and monitoring the impact of the Interface Client on the test system. Making material changes or adding new API functionality to your API integration requires recertification before use in production.
    4. Subscription. You must subscribe to the appropriate Product level to use the API. We reserve the right, in Our sole discretion, to approve or prohibit any use of the API.
    5. Security. You will use all reasonable efforts to keep all Product Data in a secure environment at all times according to the highest security standards. All data transfer using the API must be secured using at least 128 Bit SSL encryption, or for transmissions directly to Us, at least as secure as the protocol being accepted by the API servers.
    6. Monitor. You acknowledge that We may monitor any API activity for the purpose of ensuring quality, improving Products, and verifying compliance. You will not interfere with such monitoring or in any way obstruct any API. We may use any reasonable technical means to overcome any such interference.
    7. Current Version. You must adopt the most current version of the API within six (6) months of its posting. Any older API must be updated and must not be used, distributed, supported, or maintained by You.
    8. Use Limitations. The freight matching APIs are reserved for user-based searching and posting only and not for analytic data retrieval. Your access includes sixty (60) searches per user per hour, one thousand (1000) searches per user per month, and up to two hundred fifty (250) posts per user per month. The standard posting interval is two (2) hours which includes deleting and reposting loads.
    9. Snowflake Data Delivery. In the event you elect to utilize Snowflake for the delivery of Product Data, the following terms apply:
      1. Data delivery Method – Snowflake Reader Account You will have access to the Product Data designated by DAT (including to view, download, and query the Product Data) through read-only access to Snowflake granted through DAT’s Snowflake account (“Reader Account”). DAT controls all administrative functions, such as granting users, sharing data to users, and resetting passwords. DAT will monitor and may restrict Your data access and consumption through the Reader Account. Any fees for a Snowflake Reader Account are bundled with the total fees set forth in the Agreement unless otherwise specified in an Order Form or statement of work.
      2. Data delivery Method – Snowflake Full Account You will have access to the Product Data replicated by DAT (including to view, download, and query the Product Data) through Your license to Snowflake (“Full Account”). All compute costs related to querying Product Data through Your Full Account are controlled through Your direct relationship with Snowflake and not DAT. (See Snowflake for further details.)
      3. Download and Archive. DAT will not persist any access to Product Data through Snowflake accounts (either Reader Account or Full Accounts) after the termination of the Agreement. Prior to termination, it is Your responsibility to download and archive any Product Data received through Snowflake.
      4. Snowflake Delivery – General Terms and Conditions:
        1. You shall be responsible for any acts or omissions of Your users with respect to viewing or downloading of Product Data via Snowflake. All proper use limitations as set forth in this DAT Product and Delivery Schedule and corresponding terms and conditions shall apply to Your use of Product Data and use of the Products.
        2. Per Our agreement with Snowflake, by viewing, downloading, or querying Product Data, You acknowledge that (a) neither We nor Snowflake have any liability for Your use of such data, (b) Snowflake may collect information about Your use of and access to the Snowflake service and to Product Data (including identifying You in connection with such information) and may share such information with Us.
  8. Mobile
    1. Access. We may provide certain Products to You via Apps. Notwithstanding Section 2.1 of the Terms and Conditions, some Apps may be made available to You without charge or an Order Form. Notwithstanding anything in the Terms and Conditions, Our aggregate liability to You for any loss because of any free Products will be limited to $100.
    2. Messaging. Your mobile carrier’s normal messaging, data, and other rates and fees may apply to Your use of the Apps. We are not liable for the cost of any such messages. You will receive recurring messages. If You have any questions about Your text plan or data plan, contact Your wireless provider.
    3. Use. Use of Apps—including location information—is subject to network capabilities; environmental conditions such as structures, buildings, weather, geography, landscape, topography, available data, and atmospheric conditions; and other factors. Use may be limited to mobile devices located in the United States. In addition, downloading, installing, or using certain Apps may be prohibited or restricted by Your mobile carrier, and not all Apps may work with all carriers or devices. You are solely responsible for checking with Your mobile carrier to determine if the Apps are available for Your mobile devices, what restrictions, if any, may be applicable to Your use of Apps, and how much the App will cost You. Due to coverage limitations, location information or data received through Apps should not be used for or relied on for emergency location or safety purposes.
    4. SMS Policy.
      1. Purpose and Start. From time to time, We send important communications about Your account. This may include things like Product tips, news, promotions, and location-based alerts, and billing updates. You may join via an online form or by texting “Subscribe” to 328663 (“DATONE”).
      2. Stop. You can cancel the SMS Service at any time by texting “STOP” to 328663, at which point We will send You one final SMS message to confirm that You have been unsubscribed. After this, You will no longer receive SMS messages from Us. If You want to re-join, just sign up as You did under 6.5.1. above.
      3. Help. Text “HELP” to 328663 should You forget what keywords are supported. We will then respond with instructions on how to use the SMS Service as well as how to unsubscribe.
      4. Carriers. We are able to deliver messages to the following mobile phone carriers. Major carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, MetroPCS, CellCom USA, C Spire Wireless, U.S. Cellular, Carolina West Wireless (CWW), Google Voice. Minor carriers: Alaska Communications Systems (ACS), Advantage Cellular (DTC Wireless), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular Network Partnership (PIONEER), Cellular One of East Central IL (ECIT), Chat Mobility USA, Coral Wireless (Mobi PCS), Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI Communications Corp, Golden State Cellular, Illinois Valley Cellular (IV Cellular), iWireless (Iowa Wireless), Nex-Tech Wireless, MTA Communications, MTPCS (Cellular One Nation), Cross Telephone Company (MBO Wireless), Duet IP (Maximum Communications New Core Wireless), Inland Cellular Telephone Company, Immix (Keystone Wireless), Mosaic (Consolidated/CTC Telecom), Peoples Wireless, Panhandle Telecommunications Systems (PTCI), RINA, Revol Wireless USA, SI Wireless/Mobile Nation, SRT Wireless, Texas RSA 3 Ltd (Plateau Wireless), Thumb Cellular, United Wireless, Union Telephone Company (Union Wireless), Viaero Wireless, West Central Wireless (5 Star Wireless), Sagebrush Cellular (Nemont), Pine Cellular, Aio Wireless/Cricket, Southern Linc, Bandwidth, Copper Valley, Leaco, CableVision, Buffalo Wireless, Chariton Valley Wireless, Pine Belt Wireless, Atlantic Tele-Network International (ATN). For the avoidance any doubt, Your mobile carrier will not be liable for delayed or undelivered messages.
      5. Anyone with access to Your mobile phone may be able to view the messages You receive when using the SMS Service, and You agree that We will not be liable to You if this occurs.
      6. You understand that You are not required to consent to the SMS Service to receive any products from Us.
      7. By opting into the SMS Service, You authorize Us to contact You by text message at Your mobile phone number using an automatic telephone dialing system or device, or any other computer assisted technology as applicable.
      8. If You have any questions regarding privacy, please read the Privacy Policy.
    5. Distracted Driving. Always drive vigilantly according to road conditions and in accordance with traffic laws. It is strictly forbidden to use the App while driving. Only use the App after You have stopped Your vehicle in an appropriate location permitted by law. Alternatively, a passenger other than the driver may use the App, provided it does not interfere with the due course of driving and does not distract the driver’s attention from the road.

DEFINITIONS

The Parties incorporate by reference the Terms and Conditions and all terms defined in that document. All terms capitalized but otherwise not defined in this document come from the Terms and Conditions.

“ACH” means the Automated Clearing House, the system that allows for the secure, batch-processed movement of funds between bank accounts across the country.

“API” means application programming interface.

“Beta” means certain features, technologies, and services made available to You by Us that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, “early access,” “ea,” “early release,” or “experimental”, and any related Product Data.

“Broker-Carrier Contract” means the agreement between Customer and each Platform Motor Carrier, as provided in Exhibit A.

“Canceled Shipment” means a Shipment accepted by a Motor Carrier with an issued Rate Confirmation that is subsequently canceled by the Customer.

“Carrier Check Service” means, subject to Section 4.2 of this Agreement, Motor Carrier due diligence, in which DAT conducts initial account verification and the Convoy Platform checks and monitors operating authority, insurance, safety scores, and compliance with DAT’s Motor Carrier terms of service.

“Carrier Contract Template” means the standard Broker-Carrier Contract template referenced at Exhibit A.

“Completed Shipment” means each Shipment where the associated Bill of Lading (“BOL”) or proof of delivery (“POD”) uploaded by the Platform Carrier is approved by Customer pursuant to Section 5.3.

“Interface Client” means any software that You own or license that can access or communicate with APIs.

“Launch Date” means the first day Customer is able to post Shipments on the Platform after the reasonable completion of Integration efforts in accordance with Exhibit D.

“Location Information” means the location and other related information pertaining to a particular load authorized by You to be tracked by Us on behalf of a shipper or broker.

“Load Post Data” means origination, destination, equipment type, rate per mile, special requirements, comments, carrier name and contact information (if applicable), and contact information for a particular load posted on Our load board, through Our private network feature, or communication channels connected thereto.

“Limited Payment Agent” means that DAT is authorized by a Platform Carrier to act in a limited agency capacity on behalf of the Platform Carrier for the sole purpose of receiving and processing payment from the Customer (as Broker or Shipper) for a specific Shipment arranged through the Platform.

“Location Information” means the location and other related information pertaining to a particular load authorized by You to be tracked by Us on behalf of a shipper or broker.

“Marks” means the registered and common law trademarks and service marks of each Party (including “Convoy” and “DAT”), and its respective affiliates, agents, and subcontractors.

“Motor Carrier” means a motor carrier as defined by 49 USC § 13102(14) that operates commercial motor vehicles with authority issued by the Federal Motor Carrier Safety Administration or any similar motor vehicle operator with licensing or authority issued by any other applicable governmental authority.

“Offered Shipment” means a Shipment posted by Customer on the Platform that has been offered to a Platform Carrier but has not yet been accepted by the Platform Carrier for transportation.

“Participants” means the truck drivers for freight carriers, owner operators, agents, or their respective affiliates.

“Platform” means the whole or any part of DAT’s Convoy website, Convoy mobile software application(s), and other proprietary technology owned or licensed by DAT and made available to Customer.

“Platform Carrier” or “Platform Motor Carrier” means a Motor Carrier that has a DAT account on the Convoy Platform.

“Platform Fees” means the sum of the per-Shipment amount (including Completed Shipments and Canceled Shipments with issued Rate Confirmations and all ancillary charges and exclusive of offsets) and a percentage of all Shipment Charges, as well as any other agreed service charges.

“Posted Shipment” means a Shipment posted by Customer on the Platform but not yet accepted by a Platform Carrier at a specific rate for transportation. A load of cargo will only be considered a Posted Shipment after it has been submitted by Customer for posting on the Platform for 15 minutes (regardless of any internal holds prior to actual posting).

“Rate Confirmation Template” means the standard rate confirmation template attached as Exhibit B.

“Rate Data” means the following, specific data We collect from You and Your Authorized Users: load identification; pickup time and pickup date; origin and destination city, state, zip code and country; distance; mode; equipment type; equipment type and detail or size; weight; temp control type; total number of pickups and drops; service level; hazmat; linehaul amount paid; fuel surcharge amount paid; total accessorials paid or all other accessorials paid; total amount paid; contract or spot rate flag; and actual freight class or any data points that are voluntarily transferred by You into the DAT platform, Interface, or Products.

“Reserve” means a cash reserve account held by DAT.

“Shipment” means each load of cargo that Customer posts onto the Platform with the intention that such load receive rate bids by Platform Carriers to provide transportation of the load by motor vehicle.

“Shipment Charges” means the quoted cost of any Shipment, as accepted by both the Platform Carrier and Customer via the Platform, and any additional agreed charges applicable to the Shipment, including accessorials or incidental rates as stated in Exhibit B, less any amount of offset or fine imposed by Customer upon Carrier for a particular Shipment.

“Shipment Documents” means the documentation showing that a Shipment has been accepted or completed by a Platform Carrier, including but not limited to a BOL, POD, or any other document issued by a shipper, broker, or receiver in relation to proof of completion of a Shipment.

“SMS Service” means the important communications sent by Us via SMS about Your account including without limitation Product tips, news, promotions, location-based alerts, and billing updates.

“Tracking Services” means the business of designing and developing computer-related software and related products that enables freight brokers, third party logistics providers, shippers, trucking fleet operators and others to track their available freight using the real-time location data from the truck drivers mobile devices and electronic logging device.

“Trials” means free trial periods of any Product.

[DAT Product and Delivery Schedule – 2025]