Terms of Service

As used in these Terms of Service ("Terms"), the following terms have specific meanings:

• "Agreement" means these Terms of Service, together with any Order Form, Subscription Agreement, or other written agreement referencing these Terms, and all documents incorporated herein by reference, including the Privacy Policy.
• "Company," "Qargolab," "we," "us," or "our" means PROJECTX LLC, a California limited liability company operating the Qargolab platform, and its successors and assigns.
• "Platform" means the Qargolab software-as-a-service application, including all modules, APIs, interfaces, mobile applications, and related services made available by the Company.
• "User," "you," or "your" means any individual or entity that accesses or uses the Platform, including Operators, Carriers, Drivers, and any other person who creates an account.
• "User Data" means all content submitted by a User to the Platform, including operational records, gate logs, inspection data, vehicle and driver information, and any personally identifiable information.
• "Gate Transaction" means any gate entry, gate exit, inspection record, timestamp, or related operational event recorded through the Gate Management Module.

Qargolab is a technology platform that provides software tools to facilitate yard management, gate operations, logistics coordination, and related workflows. Qargolab is not a carrier, freight broker, freight forwarder, motor carrier, NVOCC, customs broker, yard operator, logistics service provider, or any other regulated transportation entity.

Qargolab does not hold any license, permit, or authority issued by the FMCSA, STB, CBP, CARB, or any other federal, state, or local regulatory body, except as required for its own corporate operation.

Qargolab exercises no operational control over any User's business, equipment, personnel, or decisions. All gate access decisions, inspection determinations, task assignments, and operational actions taken through the Platform are made exclusively by the User. The Platform records, displays, and transmits information as directed by Users — it does not make, approve, deny, or recommend operational decisions.

No User is an agent, employee, contractor, partner, or joint venturer of Qargolab. Qargolab does not endorse, verify, certify, or guarantee the accuracy, safety, regulatory compliance, or fitness of any User, Carrier, Driver, yard, equipment, or transaction facilitated through the Platform.

The Platform may display regulatory information (FMCSA data, CARB status, port compliance information) as informational reference tools only. Such information does not constitute legal, regulatory, compliance, or professional advice.

To access the Platform, you must create an account by providing accurate and complete information. You represent and warrant that all information you provide is truthful, accurate, current, and complete.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify Qargolab at legal@qargolab.com if you suspect unauthorized use.

By using the Platform, you agree that you will not:

• Use the Platform for any unlawful purpose or in violation of any applicable law
• Misrepresent your identity, authority, licensing status, or operational capabilities
• Upload or transmit false, misleading, or fraudulent operational data, gate records, or inspection reports
• Attempt to gain unauthorized access to any portion of the Platform or any other User's account
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or trade secrets of the Platform
• Scrape, crawl, or use automated tools to extract data without express written consent
• Interfere with or disrupt the integrity or performance of the Platform
• Resell, sublicense, or make the Platform available to any third party without written agreement

Users are solely responsible for obtaining and maintaining all licenses, permits, authorities, and insurance required by applicable law — including FMCSA operating authority, CDLs, CARB compliance, port permits, and motor carrier insurance. Qargolab does not verify any User's regulatory compliance.

You are solely responsible for the accuracy, completeness, and legality of all User Data you submit. Qargolab does not verify User Data and is not responsible for errors in gate timestamps, inspection records, or operational data.

The Platform offers modular functionality that Users may activate on a pay-per-module basis. Gate Management is currently available; additional modules including Driver Pool, Task Management, Rental Marketplace, and Street Turn Marketplace are in development.

Each module must be individually activated and paid for. Access to one module does not grant access to any other. Qargolab reserves the right to modify module features, pricing, or availability with reasonable notice.

Fees are set forth on the Qargolab pricing page or applicable Order Form. All fees are due in advance, are non-refundable except as expressly stated, and are exclusive of applicable taxes.

Payment is processed through Stripe, Inc. By providing payment information, you authorize Qargolab to charge applicable fees and agree to Stripe's terms of service. You are responsible for all taxes, duties, and similar charges.

Qargolab may modify subscription pricing upon thirty (30) days' written notice to active subscribers. Continued use after the effective date constitutes acceptance of new pricing.

Qargolab is not a party to any transaction, agreement, or arrangement between Users, including gate access arrangements, service agreements, rental agreements, or logistics operations conducted through the Platform.

Qargolab does not control, supervise, direct, or participate in any transaction between Users. Qargolab does not set terms for transactions, inspect equipment, verify representations, or enforce obligations between Users.

QARGOLAB SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR RELATED TO ANY DISPUTE BETWEEN USERS, INCLUDING DISPUTES OVER DEMURRAGE CHARGES, CHASSIS PER DIEM, GATE FEES, DETENTION, CARGO DAMAGE, EQUIPMENT CONDITION, PAYMENT OBLIGATIONS, OR SERVICE QUALITY.

Gate entry and exit timestamps generated by the Platform are software-recorded values that may be subject to latency, synchronization errors, or user input error. TIMESTAMPS GENERATED BY THE PLATFORM SHALL NOT BE USED AS THE SOLE BASIS FOR ANY BILLING DETERMINATION, DEMURRAGE CALCULATION, CONTRACTUAL DISPUTE, REGULATORY FILING, OR LEGAL PROCEEDING. QARGOLAB EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY CONSEQUENCE ARISING FROM RELIANCE ON PLATFORM-GENERATED TIMESTAMPS.

THE PLATFORM AND ALL CONTENT, FEATURES, AND FUNCTIONALITY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QARGOLAB EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

QARGOLAB DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. QARGOLAB DOES NOT WARRANT THAT ANY DATA WILL BE AVAILABLE, ACCURATE, COMPLETE, OR TIMELY.

QARGOLAB DOES NOT WARRANT THAT USE OF THE PLATFORM WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAW, REGULATION, OR INDUSTRY STANDARD.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QARGOLAB, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Lost profits, lost revenue, or lost business
• Cargo loss, damage, theft, or delay
• Demurrage, detention, chassis per diem, or other logistics penalties
• Data loss or corruption
• Business interruption or loss of goodwill
• Cost of substitute services
• Any damages arising from unauthorized access to or alteration of User Data

QARGOLAB'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT; OR (B) FIVE HUNDRED U.S. DOLLARS ($500.00).

Nothing in these Terms limits liability for: (a) death or personal injury caused by gross negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded under California law.

You agree to defend, indemnify, and hold harmless Qargolab and its officers, directors, members, employees, agents, successors, and assigns from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your access to or use of the Platform
• Any User Data you submit, upload, transmit, or store through the Platform
• Your violation of these Terms or any applicable law or regulation
• Any transaction between you and another User, including disputes over demurrage, detention, equipment damage, or payment
• Any claim by a third party arising from your operational decisions, gate access controls, or inspection determinations
• Any claim by a Driver, employee, or contractor arising from your use of the Platform
• Your infringement or misappropriation of any third-party intellectual property right

Qargolab will provide prompt written notice of any claim. You will have the right to control the defense, provided that you shall not settle any claim that imposes obligations on Qargolab without our prior written consent.

The Platform, including its software, source code, architecture, design, user interface, trademarks, logos, documentation, and all derivatives thereof, is the exclusive property of Qargolab. These Terms do not transfer any ownership interest to you.

Subject to compliance with these Terms and payment of fees, Qargolab grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business operations.

As between you and Qargolab, you own all User Data you submit. You grant Qargolab a non-exclusive, royalty-free, worldwide license to access, store, process, and display your User Data solely as necessary to provide and improve the Platform.

Qargolab may use de-identified, aggregated data derived from Platform usage for product development, analytics, and benchmarking, provided such data cannot reasonably identify you. This license survives termination.

If you provide feedback or suggestions regarding the Platform, you grant Qargolab a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without obligation.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential.

Each party agrees to hold the other party's Confidential Information in strict confidence, not disclose it to third parties without prior written consent, use it only for performing obligations under these Terms, and protect it with at least reasonable care.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without reference to Confidential Information.

If compelled by law to disclose Confidential Information, the receiving party shall provide prompt written notice to allow the other party to seek a protective order.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND REQUIRES INDIVIDUAL ARBITRATION OF DISPUTES RATHER THAN COURT PROCEEDINGS OR CLASS ACTIONS.

Any dispute arising out of or relating to these Terms or the Platform shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, seated in Los Angeles County, California (hearings may be conducted remotely by mutual agreement).

The arbitrator shall apply California substantive law and the Federal Arbitration Act. The arbitrator's decision shall be final, binding, and may be entered as a judgment in any court of competent jurisdiction.

CLASS ACTION WAIVER: ALL DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY. YOU EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR CERTIFY ANY CLASS.

Any claim must be filed within one (1) year of the date it arose, or it shall be forever barred.

Either party may seek emergency injunctive relief in court to prevent irreparable harm pending arbitration, or relief in small claims court. Individual users (not business entities) may opt out of arbitration by emailing legal@qargolab.com within 30 days of first accepting these Terms.

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California. You waive any objection to personal jurisdiction or venue.

You may terminate your account at any time by providing written notice to support@qargolab.com. Termination takes effect at the end of the current billing period. No refunds are issued for remaining prepaid periods unless required by law.

Qargolab may suspend or terminate your account: (a) immediately upon material breach; (b) upon 30 days' written notice without cause; (c) immediately if required by law; or (d) immediately if your access poses a security, legal, or operational risk.

Upon termination: your license to access the Platform immediately terminates; you remain responsible for all accrued fees; Qargolab may retain User Data for up to 90 days, after which it may be permanently deleted; you may request a data export within 30 days.

Sections covering Definitions, Platform Role, No Liability for Transactions, Warranties, Limitation of Liability, Indemnification, IP, Confidentiality, Arbitration, Governing Law, and General Provisions survive termination.

Qargolab reserves the right to modify, update, suspend, or discontinue any feature, module, or aspect of the Platform at any time, with or without notice. Qargolab shall not be liable for any modification, suspension, or discontinuation of the Platform.

Qargolab may update these Terms at any time by posting revised Terms to the Platform or by emailing your registered address. Changes take effect upon posting unless otherwise stated. Continued use after the effective date constitutes acceptance.

These Terms, together with the Privacy Policy and any Order Form, constitute the entire agreement between you and Qargolab regarding the Platform.

If any provision is held invalid or unenforceable, the remaining provisions continue in full force. Qargolab's failure to enforce any right shall not constitute a waiver.

You may not assign these Terms without Qargolab's written consent. Qargolab may assign freely, including in connection with a merger, acquisition, or sale of assets.

Qargolab shall not be liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, pandemic, government action, port closures, labor disputes, cyberattacks, or failure of third-party infrastructure providers.

Your electronic acceptance of these Terms (including by clicking "I Agree" or creating an account) constitutes a legally binding agreement equivalent to a written signature.

PROJECTX LLC d/b/a Qargolab Marina Del Rey, California Email: legal@qargolab.com | support@qargolab.com