Terms of Service

1. Parties and scope

1.1 These Terms of Service ("Terms") are a contract between you and S&P Auto Transportation and Haul LLC, a Texas limited liability company ("Company", "we"), 5334 Bond St Apt 323, Irving, Texas 75038. They govern spautotransportation.com, the installable web app, Carrier Check, and related services (the "Platform").

1.2 By creating an account, clicking "I agree", or using the Platform you accept these Terms. If you act for a company, you represent that you may bind it, and "you" includes it.

1.3 The Carrier Participation Agreement, Shipper Participation Agreement, Privacy Policy, and SMS Terms are part of these Terms and control for their own subject matter. The Spanish text is a convenience translation; the English version controls.

2. Definitions

2.1 "Carrier": a motor carrier with active FMCSA operating authority that views, requests, counters, or accepts Loads.

2.2 "Shipper": a dealer, auction, fleet, licensed property broker, or individual shipping a vehicle the individual owns, that publishes a Load.

2.3 "Load": a listing of vehicles to be transported, with areas, dates, requirements, and the Shipper's offered price.

2.4 "Dispatch": the moment a Shipper accepts a Carrier's request (or a Carrier accepts a Shipper's counter) on the Platform. Dispatch records the parties' own agreement; it is not a selection or assignment by Company.

2.5 "Verification Data": FMCSA registration, authority, safety, and out-of-service data, insurance certificates ("COI") and fields extracted from them, and similar data we display about a user. "Templates": bill of lading ("BOL"), inspection, proof-of-delivery ("ePOD"), and rate-confirmation forms for users' own use. "User Content": anything you post or upload.

3. What the Platform is — and is not

3.1 The Platform is an information publishing service: a neutral load board where Shippers publish Loads and Carriers respond peer-to-peer.

3.2 Company is not a property broker, freight forwarder, motor carrier, shipper, or dispatch service, and is not a party to any contract between a Shipper and a Carrier (a "Transport Agreement"). Consistent with 49 CFR 371.2 and FMCSA's final guidance of June 16, 2023 (88 FR 39368), Company publishes load information for flat subscription fees and is not otherwise involved in the transaction. Company does not: (a) set, suggest, negotiate, or approve rates; (b) select, assign, recommend, rank for suitability, or allocate Carriers or Loads; (c) arrange transportation; (d) collect, hold, escrow, advance, remit, or guarantee any payment for transportation; (e) sign, issue, or appear on bills of lading, rate confirmations, or other shipping documents; or (f) act as a dispatcher for any Carrier.

3.3 Company holds USDOT 4105102 as a registrant only; it holds no MC number and no broker, forwarder, or carrier authority.

3.4 Each Shipper alone decides whether, and with which Carrier, to contract; each Carrier alone decides which Loads to request. The parties contract directly with each other. Filters, badges, and displays are neutral presentations of data, not recommendations.

4. Eligibility and accounts

4.1 You must be 18 or older and able to contract. The Platform is for business use and for individuals shipping their own vehicle.

4.2 Carriers must at all times: hold active FMCSA registration and operating authority for for-hire transportation of motor vehicles; carry bodily injury and property damage ("BIPD") insurance of at least USD 750,000 (49 CFR 387.9) or any higher legal minimum, and cargo insurance of at least [USD 100,000] per occurrence; keep a current COI on file; have no FMCSA out-of-service order or "Unsatisfactory" safety rating; and accept the Carrier Participation Agreement.

4.3 Shippers must be a business (including a licensed property broker or forwarder with active authority and financial security) or an individual shipping a vehicle the individual owns or lawfully controls, and must accept the Shipper Participation Agreement.

4.4 A company registers one account, adds members, and is responsible for their acts. Keep your information accurate and credentials confidential; verify your phone; and enable multi-factor authentication ("MFA"), mandatory for any role that can request, counter, accept, or dispatch Loads. We may require identity verification through a third-party provider. You are responsible for all activity under your account; report unauthorized use to [the contact form at https://spautotransportation.com/contact].

5. Verification Data is informational only

5.1 We retrieve data from FMCSA systems and from documents users upload, including by automated extraction. Verification Data is provided "as is" and may be outdated, incomplete, erroneous, or mis-extracted. A "Verified" badge means only that, at a point in time, the displayed data passed our automated checks; it is not a warranty, endorsement, or certification of any user's authority, insurance, safety, solvency, identity, or performance.

5.2 You must perform your own due diligence before contracting and bear all risk of selecting a counterparty. Company has no duty to monitor users or to warn you, but may suspend accounts when checks fail.

6. Loads, Dispatch, payment, and documents

6.1 Shippers set their own prices; Carriers request at that price or counter; only the Shipper accepts. The Transport Agreement is formed exclusively between Shipper and Carrier upon Dispatch; its terms — rate, payment, dates, liability, insurance, claims, cancellation — are theirs alone. Company is not a party, agent, guarantor, or surety.

6.2 All payments for transportation are made directly between Shipper and Carrier, outside the Platform. Company does not process, hold, escrow, advance, factor, collect, remit, or guarantee freight charges.

6.3 Templates are blank forms. The parties complete, sign, and exchange them themselves; signatures captured through the Platform are the parties' signatures, not Company's. Company is not a signatory, witness, or custodian beyond storing a copy for the parties, and does not warrant any Template's legal sufficiency.

7. Fees, subscriptions, and taxes

7.1 Carrier accounts are free. Shipper plans and Carrier Check are flat recurring subscriptions at the prices shown at purchase. Fees never depend on the number, value, or outcome of Loads and are never a share of freight charges.

7.2 Subscriptions renew automatically each billing period at the then-current price until cancelled; you authorize recurring charges through our processor, Stripe. Cancel any time in Account › Billing; cancellation takes effect at the end of the current period. Fees are non-refundable except as required by law.

7.3 Prices exclude taxes. Texas sales and use tax on data-processing services (currently applied to 80% of the charge) and other applicable taxes are added at checkout based on your billing address.

7.4 Price changes apply at your next renewal after 30 days' email notice. Free tiers and promotions may change on notice, never retroactively.

8. Prohibited conduct

You must not:

(a) double-broker: accept a Load and tender, re-broker, or subcontract it to another carrier or broker without the Shipper's express written consent and, where applicable, active broker authority;

(b) re-post, copy, scrape, mirror, or import Loads or data from the Platform or any other load board, or post a Load you have no right to tender;

(c) access the Platform or extract data by automated means, or circumvent access controls, rate limits, or data masking;

(d) misrepresent identity, authority, insurance, safety status, equipment, vehicle condition, prices, or any other fact, or upload altered or fraudulent documents;

(e) list, operate as, or dispatch to a Mexico-domiciled carrier on U.S. point-to-point (interior) lanes unless that carrier holds OP-1(MX) long-haul authority or other authority required by law;

(f) use the Platform to collect, hold, or move freight payments for others, or hold yourself out as Company's agent or dispatcher;

(g) harass, threaten, or send unsolicited marketing to users whose details you obtained through the Platform; post unlawful content or malware; violate any law, including FMCSA regulations; or reverse-engineer, interfere with, or overload the Platform;

(h) create multiple accounts to evade suspension, share or transfer an account, post false ratings, or use ratings to extort or retaliate.

9. User Content and ratings

9.1 You own your User Content. You grant Company a worldwide, non-exclusive, royalty-free license to use it to operate, secure, promote, and improve the Platform, and a perpetual license to use de-identified, aggregated data. You are responsible for your User Content; we may remove content at our discretion.

9.2 Only the parties to a completed Dispatch may rate each other. Ratings must be honest and based on the rater's own experience; they are users' opinions, not Company's. We do not verify ratings and may remove those that violate these Terms.

10. Disputes between users

10.1 Disputes about rates, payment, delay, loss, damage, or performance are solely between Shipper and Carrier. Claims for loss of or damage to vehicles are governed by the Carmack Amendment (49 U.S.C. § 14706) and the parties' Transport Agreement, and must be made against the Carrier, not Company.

10.2 Company may, but need not, provide stored records to the parties on request. Company has no obligation to mediate, decide, or enforce any dispute and is not responsible for any user's non-payment, non-performance, damage, injury, or violation of law.

11. Intellectual property and DMCA

11.1 The Platform, its software, design, data compilations, and trademarks (including "S&P Auto Transportation" and [Madrina]) belong to Company or its licensors; you receive only a limited, revocable license to use the Platform as intended.

11.2 Send copyright infringement notices to our designated agent: [DMCA Agent name], [the contact form at https://spautotransportation.com/contact], [mailing address], with the elements required by 17 U.S.C. § 512(c)(3). We remove infringing material on valid notice, accept counter-notices under § 512(g), and terminate repeat infringers.

12. Privacy and communications

The Privacy Policy and SMS Terms govern our data practices and communications. By providing a phone number you agree to receive transactional calls and texts about your account, verification, and Loads; marketing texts require your separate express written consent. The Platform relies on third-party services outside our control.

13. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. Company makes no warranty regarding any user, Verification Data, Load, transportation, payment, rating, or Template, and does not answer for any user's conduct.

14. Limitation of liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, BUSINESS, GOODWILL, OR DATA, OR LOSS OF OR DAMAGE TO CARGO OR VEHICLES, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO COMPANY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD 100.

14.3 These limitations are a fundamental basis of the bargain and apply even if a remedy fails of its essential purpose. Any claim against Company must be brought within one (1) year after it accrues or is barred.

15. Indemnity

You will defend, indemnify, and hold harmless Company and its members, managers, officers, employees, and agents from all claims, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content, Loads, or data you submit; (b) your use of the Platform; (c) any Transport Agreement, transportation, cargo loss or damage, personal injury, or property damage involving you or your drivers, equipment, vehicles, or customers; (d) your breach of these Terms or violation of law; or (e) your taxes. Company may assume the defense at your expense; you will not settle any claim binding Company without our written consent.

16. Dispute resolution with Company; governing law

16.1 Before arbitration or litigation, send a written description of the dispute to [the contact form at https://spautotransportation.com/contact]; the parties will try in good faith to resolve it for 60 days.

16.2 Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (a "Dispute") shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or Consumer Arbitration Rules where they apply) before a single arbitrator, seated in Dallas County, Texas (hearings may be by video). The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any competent court.

16.3 Class action waiver. DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. YOU AND COMPANY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. If this waiver is unenforceable as to a Dispute, that Dispute shall be decided by the courts under Section 16.6.

16.4 Either party may bring an individual claim in small claims court, or seek injunctive relief in court for infringement of intellectual property, scraping, or unauthorized access.

16.5 30-day opt-out. You may opt out of arbitration by emailing [the contact form at https://spautotransportation.com/contact] from your account email within 30 days after first accepting these Terms. Opting out does not affect any other provision.

16.6 Texas law governs these Terms, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs this Section and federal transportation law applies where mandatory. For matters not subject to arbitration, the state and federal courts in Dallas County, Texas have exclusive jurisdiction and venue. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY. This Section is severable and survives termination.

17. Suspension and termination

17.1 You may close your account at any time; subscriptions end under Section 7.2. We may suspend or terminate your access immediately for breach, lapse of authority or insurance, an out-of-service order or Unsatisfactory rating, fraud, chargebacks, legal risk, or 12 months' inactivity, and otherwise on 30 days' notice.

17.2 On termination your license ends. Open Dispatches remain the parties' own agreements, and Company has no obligation regarding them. We retain records as described in the Privacy Policy. Sections 3, 5, 6, 9.1, 10, and 13 through 19 survive.

18. Changes and general terms

18.1 We may modify these Terms with at least 15 days' notice by email or in-app for material changes (immediately where law or security requires). Continued use after the effective date is acceptance; if you disagree, stop using the Platform and close your account.

18.2 These Terms and the incorporated documents are the entire agreement about the Platform. We may assign them; you may not without our written consent. No waiver is effective unless written; if a provision is unenforceable the rest remains. Notices to you go to your account email; notices to Company go to the addresses below. Nothing creates a partnership, joint venture, agency, or employment relationship between you and Company or between Company and any user. You consent to electronic contracting and signatures under the E-SIGN Act and Texas UETA.

19. Contact

S&P Auto Transportation and Haul LLC · 5334 Bond St Apt 323, Irving, TX 75038 · (726) 348-2000 · [the contact form at https://spautotransportation.com/contact] · [the contact form at https://spautotransportation.com/contact]. Registered agent for service of process: [Registered agent name and Texas address — confirm with Texas SOS].

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