Terms & Conditions

These Terms and Conditions (this "Agreement") are between EmergeTech, Inc. ("Emerge") and the User (as defined below) listed in the signature block, and are effective as of date of signature (the "Effective Date").

Emerge provides certain logistics services through the Emerge™ Transportation Management Service Marketplace (collectively, the "Emerge Platform"), and this Agreement governs Customer's access to and use of the Emerge Platform.

The Emerge Platform

The Emerge Platform is offered to you through the Emerge web site located at http://www.emergemarket.com (the "Site"). The Site enables users ("Users") to publish, search for and book services. Users who offer logistics services are "Carriers" and Users who consume those logistics services are "Shippers." Shippers may add Carriers previously used ("Network Partners") to the platform or recommended by Emerge ("Premier Partners"). Additionally, as the provider of the Emerge Platform, Emerge provides Carrier logistics services through the Emerge Carrier Network ("ECN"). You may be using the Emerge Platform in the capacity of a Carrier or a Shipper, and the terms applicable to Carriers or Shippers will apply to you in your capacity as a Carrier or Shipper.

General User Conditions

Account Registration.

You must register an account to access and use many features of the Emerge Platform, and must keep your account information accurate. You are responsible for maintaining the confidentiality of your credentials and account and for all activities that occur under your login or account. Emerge reserves the right to access your account in order to respond to your requests for technical support.

Provision of Services.

Subject to this Agreement, Emerge hereby grants you a non-exclusive right to access and use the Emerge Platform for your internal business purposes. You may permit Users to use the Emerge Platform on your behalf. You are responsible for provisioning and managing your User accounts, for your Users' actions through the Emerge Platform and for their compliance with this Agreement.

Technology Restrictions.

Subject to the terms and conditions of this Agreement, you may access and use the Emerge Platform only for lawful purposes. All rights, title and interest in and to the Emerge Platform and its components will remain with and belong exclusively to Emerge. You shall not (directly or indirectly) (i) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Emerge Platform available to any third party; (ii) use the Emerge Platform in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Emerge Platform or its components or outside the scope expressly permitted herein, (iii) use or access the Emerge Platform to develop a product or service that is competitive with Emerge's products or engage in competitive analysis or benchmarking, or (iv) modify, adapt or hack the Emerge Platform to, or otherwise attempt to gain unauthorized access to the Emerge Platform or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Emerge provides you or publishes in connection with the Emerge Platform, and you shall promptly notify Emerge if you learn of a security breach related to the Emerge Platform.

Data Security.

Emerge will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of User Content (as defined below); (ii) protect against threats or hazards to the security or integrity of User Content; and (iii) prevent unauthorized access to User Content.

Platform Rules.

You agree that you will not use the Emerge Platform to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) constitutes or encourages conduct that could constitute a criminal offense. Additionally, Emerge aims to maintain a balanced marketplace that maximizes cost savings for Shippers, and revenue generation for Carriers. As a result, Emerge does not allow double brokering within the system.

Shipper Terms

General.

In addition to the General User Conditions of this Agreement, Shippers are bound by these Shipper Terms.

Posting.

Emerge offers you the right to use the Emerge Platform to post and/or assign loads or lanes to a large community of Carriers. You can create and make available ("Post") to other shippers within the Emerge Platform spot freight "loads" or contract freight "lanes." Loads are posted as "book now" or "bid" whereas lanes are always posted as bid.

Awarding and Tendering.

You can accept a Carrier's book now or bid by awarding or tendering (collectively known as "assign") to the Carrier. When assigning to a Carrier, you enter into an agreement to complete that transaction directly with that Carrier or with the ECN.

Carrier Terms

General.

In addition to the General User Conditions of this Agreement, Carriers are bound by these Carrier Terms. As a Carrier, Emerge offers you the right to use the Emerge Platform to share your logistics services with a large community of shippers.

Fees; Payment

Fees.

Emerge may charge fees (and applicable taxes) to you for the right to use the Emerge Platform ("Service Fees"). More information about when Service fees apply and how they are calculated can be found on our Service Fees page. Emerge reserves the right to change the Service fees at any time, and will provide Users notice of any fee changes before they become effective. Fee changes will not affect Awards or Tenders made or services delivered prior to the effective date of the fee change.

Payment.

Emerge will invoice you on a monthly basis for all Service Fees accrued during the preceding month, and the amounts due under such invoice shall be payable by you within thirty (30) days after receipt of such invoice.

Late Payment.

Emerge may suspend access to the Emerge Platform immediately upon notice if you fail to pay any amounts hereunder at least five (5) days past the applicable due date.