1. Introduction & Acceptance of Terms

1.1 Parties; Nature of Agreement.
These Terms of Service (the “Terms” or this “Agreement”) constitute a binding contract between Road Rush Enterprises LLC (“Road Rush,” “we,” “us,” or “our”) and the individual or legal entity that accesses or uses our website(s), client portals, communication channels (including SMS/text and email), ordering systems, or delivery and courier services (collectively, the “Services”). If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity; in that case, “you” and “your” refer to that entity.

1.2 Scope; Incorporated Policies.
These Terms govern all use of the Services, including without limitation: (a) placing, scheduling, tracking, and managing deliveries; (b) creating and managing client accounts or profiles; (c) receiving transactional communications, reminders, and notifications; and (d) accessing any content, tools, or documentation we provide. The following documents are incorporated by reference and form part of this Agreement: (i) our Privacy Policy; (ii) any written Service Order, Rate Card, Statement of Work, or Route Schedule executed by you and Road Rush; (iii) any Business Associate Agreement (if applicable to protected health information under HIPAA); and (iv) any additional guidelines we post within the Services (collectively, the “Supplemental Terms”). In the event of a conflict, the order of precedence is: (1) a mutually executed Service Order/SOW/BAA, (2) these Terms, (3) the Privacy Policy, and (4) other posted guidelines.

1.3 Acceptance by Use; Click-Through; Signature.
You accept these Terms when you: (a) click “I agree,” check a box, or otherwise indicate assent; (b) access or use any part of the Services; (c) sign or countersign any Service Order or SOW; or (d) continue to use the Services after we publish an update to these Terms. If you do not accept these Terms, you must not use the Services.

1.4 Electronic Records and Signatures.
You agree that your interactions with Road Rush may be conducted by electronic means and that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing, to the fullest extent permitted by applicable law (including the U.S. E-SIGN Act and state equivalents such as the UETA).

1.5 Territory; Audience; Business Use.
Road Rush primarily provides Services in New Jersey, Pennsylvania, and Delaware, with expansion into other U.S. jurisdictions (including Florida and Georgia). The Services are intended for lawful business or organizational use. You are responsible for ensuring your use complies with all laws, regulations, and contract obligations applicable to your shipments and destinations.

1.6 Updates to the Terms.
We may modify these Terms from time to time to reflect operational, legal, or regulatory changes. We will post the updated Terms with a new “Effective Date” and, when changes are material, we may provide additional notice (e.g., email, SMS, or in-product banner). Your continued use of the Services after the Effective Date of updated Terms constitutes acceptance of those updates. If you do not agree to the updates, you must stop using the Services before they take effect.

1.7 Eligibility; Authority to Contract.
You represent and warrant that: (a) you are at least 18 years old and legally competent; (b) you have full power and authority to enter into this Agreement; (c) the information you provide to Road Rush is accurate, complete, and kept up to date; and (d) your use of the Services will comply with these Terms and all applicable laws (including transportation, privacy, data security, sanctions/export controls, and medical/health privacy rules when applicable).

1.8 Relationship to Supplemental Terms (HIPAA, A2P/SMS, Privacy).
Certain Services—such as medical deliveries—may require additional safeguards. If your use involves protected health information (PHI), we may require a Business Associate Agreement (BAA); if there is any inconsistency between a BAA and these Terms, the BAA controls with respect to PHI. By providing a phone number or email, you consent to receive transactional and, where permitted, marketing communications as described in our Privacy Policy and any posted messaging disclosures; you may opt out of marketing at any time (transactional communications may still be required to perform the Services).

1.9 No Conflicting Terms.
Any terms sent by you (e.g., purchase orders, portal terms, or boilerplate on vendor forms) are rejected and shall be of no force or effect unless expressly agreed to in a writing signed by an authorized Road Rush representative that specifically references and supersedes these Terms.

1.10 Interpretation; Headings; Severability; Waiver.
Headings are for convenience only and do not affect interpretation. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Our failure or delay to enforce any provision is not a waiver of our rights to do so later.

1.11 Effective Date; Survivability.
These Terms become effective on the Effective Date indicated at the top of the document and remain in effect until terminated as described herein. Provisions that by their nature should survive termination (including, without limitation, payment obligations, confidentiality, intellectual property, limitations of liability, indemnities, dispute resolution, and governing law) will survive.

1.12 Contact Information.
Questions about these Terms or the Services may be directed to:
Email: hello@roadrushenterprises
Phone: (267) 609-4655

2. Description of Services

2.1 Overview.
Road Rush Enterprises LLC (“Road Rush”) provides professional courier and last-mile logistics services for business and organizational clients. Services include same-day, next-day, on-demand, scheduled route, and HIPAA-compliant medical deliveries. Unless a Service Order, Statement of Work (SOW), or Rate Card expressly guarantees performance metrics, all service times are targets and not guarantees. “Business Day” means Monday–Friday, excluding published U.S. federal holidays and any blackout dates we announce.

2.2 Core Service Categories.
(a) On-Demand / Point-to-Point. Pickup and direct transport from origin to destination, typically same-day within our service zones. Ideal for urgent documents, parts, and ad-hoc needs.
(b) Same-Day / Next-Day. Time-definite pickup and delivery within the same Business Day or by the next Business Day, subject to order cutoff times and capacity.
(c) Scheduled Routes. Recurring pickup/delivery at agreed days/times and stops (e.g., bank deposits, lab runs, pharmacy transfers, inter-office mail). Pricing may be per stop, per successful delivery, or per route as defined in the SOW.
(d) Medical & Healthcare Logistics. HIPAA-aware handling of non-diagnostic specimens, prescriptions, medical supplies, and paperwork, including chain-of-custody documentation when requested. STAT/expedited options may be available where capacity permits.
(e) Special Projects. Bulk pickups, multi-stop sweeps, event logistics, or seasonal surges, scoped case-by-case via SOW.

2.3 Service Levels & Targets (Non-Guaranteed Unless Stated in Writing).
(a) Cutoff Times. Daily cutoff times may apply for same-day or next-day dispatch; orders placed after cutoff may roll to the next service window. Cutoff times vary by zone and will be posted or stated in your SOW.
(b) Service Windows. We operate in windowed deliveries (e.g., 2-hour, 4-hour) unless a specific appointment time is contracted. A window begins at the later of (i) the time we acknowledge readiness to dispatch, or (ii) the agreed earliest pickup time.
(c) Proof of Delivery (POD). Delivery completion is evidenced by one or more of: recipient name and timestamp, signature (if available), photo at the delivery point (where permitted), GPS event, scan, or electronic acknowledgment in our system or your integrated platform.
(d) Re-Attempts. If delivery cannot be completed for reasons outside our control (e.g., closed facility, no authorized recipient, incorrect address), we may (i) re-attempt within the same window if feasible, (ii) hold for client instructions, or (iii) return to sender. Additional fees may apply.
(e) STAT / Expedited. STAT or rush prioritization is offered where capacity allows and may incur surcharge(s). STAT does not override safety, legal, or facility access constraints.

2.4 Ordering & Dispatch Workflow.
(a) Placing Orders. Orders may be placed via our website/portal, approved EDI/API integration, email, or phone as specified in your SOW. Required data typically includes: pickup/delivery addresses, contact names, hours/access instructions, item description/quantity/weight, special handling, and any signature or chain-of-custody requirements.
(b) Acknowledgment. An order is considered accepted when you receive an acknowledgment (order number, route assignment, or confirmed pickup window). Quotes or availability indications are not binding until acknowledged.
(c) Dispatch. We assign a qualified driver (employee or independent contractor) and provide route optimization subject to live conditions. We may consolidate compatible shipments on a route unless exclusivity is contracted.
(d) Tracking & Notifications. Where available, we provide status updates (e.g., dispatched, picked up, delivered) and POD. Notification channels may include email, SMS, or portal alerts.

2.5 Pickup & Delivery Requirements.
(a) Access & Wait Time. Client must ensure safe, lawful access to loading areas. Included wait time is up to 10 minutes at pickup and 10 minutes at delivery unless otherwise stated. Additional wait time may be billed per quarter hour (see Rate Card).
(b) Contact Availability. An authorized contact must be reachable during the service window to validate access instructions and accept delivery.
(c) Delivery Conditions. If a delivery point is closed, unsafe, or lacks an authorized recipient, we will follow client instructions where feasible; storage/return/re-attempt fees may apply.
(d) Signatures & IDs. If the shipment requires adult signature, identity check, or license/employee badge verification, client must specify this at order time. We will make reasonable efforts to capture the specified confirmation, subject to facility policy and law.

2.6 Packaging, Labeling, and Weight/Size Limits.
(a) Client Responsibility. Client is responsible for packaging that is suitable for ordinary handling and transport. Items must be sealed, cushioned, and labeled with complete addresses and contact info. Leaking, improperly packaged, or mislabeled items may be refused.
(b) Weight/Dimensions. Per-piece and total shipment limits are defined in the Rate Card or SOW. Oversized/overweight items require pre-approval and may incur special equipment or team-lift fees.
(c) Temperature Control. Unless expressly contracted, Road Rush does not provide active cold-chain services. If passive stabilization (e.g., insulated container, gel packs) is required, client must supply and pre-condition such materials and clearly note handling instructions.

2.7 Medical Handling & Chain of Custody.
(a) HIPAA Awareness. For deliveries that may involve PHI, we handle information in accordance with our Privacy Policy and, where applicable, a Business Associate Agreement (BAA).
(b) Specimens & Rx Items. Client must comply with all packaging, labeling, and documentation standards (e.g., leak-proof secondary packaging, biohazard labeling where required).
(c) Chain-of-Custody. When requested and feasible, we document custody events at pickup, transfers, and delivery with timestamps and signatures/initials. If your facility requires specific forms or barcodes, you must supply them in advance.
(d) Exclusions. We do not perform diagnostic processing, temperature verification, or clinical interpretation. We are a transport provider only.

2.8 Prohibited & Restricted Items.
(a) Prohibited. The following are prohibited unless expressly authorized in writing and in compliance with applicable laws/regulations: illegal substances; weapons/explosives; live animals; cash or bearer instruments; radioactive materials; uncontrolled hazardous materials; items whose carriage is restricted by facility policy or law.
(b) Restricted. Certain goods (e.g., limited-quantity hazmat, alcohol, high-value electronics, pharmaceuticals) may require advance approval, special licensing, seals, chain-of-custody, or additional insurance. Client is solely responsible for disclosure and compliance.
(c) Right of Refusal. We may open, inspect, photograph, or refuse a shipment when legally required, when packaging appears compromised, or when contents are misdeclared or unsafe.

2.9 Accessorial Services & Surcharges (As Applicable).
Accessorials are billed per Rate Card/SOW and may include, without limitation:

·       Lift-gate / Team-Lift / Inside Delivery beyond threshold

·       After-Hours / Weekend / Holiday service

·       Waiting Time beyond included minutes

·       Re-Attempt / Return to Sender / Hold for Pickup

·       Detention / Layover (scheduled routes and projects)

·       Tolls / Parking / Permits pass-through

·       Fuel Surcharge (indexed, may fluctuate)

·       STAT / Expedited Priority

·       Proofing / Document Handling beyond standard POD

·       Special Equipment (e.g., hand truck, pallet jack, lockbox access)

2.10 Technology, Data, and Integrations.
(a) Tracking & Documentation. We maintain electronic records for dispatch, milestone scans, and POD. Availability varies by zone and connectivity.
(b) Client Systems. We may integrate with client systems via secure API/EDI or provide portal access. Client is responsible for safeguarding credentials and ensuring authorized use.
(c) Data Quality. Statuses are captured in real time or near-real time; network conditions may delay display. Official records are those stored in our system of record.
(d) Communications. Operational notices may be sent via SMS/email per your preferences and our messaging disclosures. Transactional notices may be required to perform the Services.

2.11 Delays, Conditions, and Force Majeure.
Transit times depend on factors outside our control (e.g., traffic, weather, facility queues, security holds). We are not liable for delays caused by such conditions. Force Majeure events (including but not limited to severe weather, natural disasters, strikes, civil unrest, infrastructure outages, public health emergencies) may suspend or adjust service obligations without liability. See Sections 7 and 14 for additional limitations and remedies.

2.12 Geographic Scope & Zones.
We primarily operate in New Jersey, Pennsylvania, and Delaware, with expansion into other states such as Florida and Georgia. Service availability, zones, and pricing may differ by region and will be defined in the Rate Card/SOW. We may partner with vetted carriers to complete portions of service outside our immediate coverage.

2.13 Use of Subcontractors & Partner Carriers.
We may perform services through independent contractor drivers and/or partner carriers under our operational standards. All such partners are required to adhere to applicable laws, safety rules, and confidentiality obligations. Our use of partners does not relieve us of our contractual duties to you.

2.14 Client Cooperation & Facility Standards.
Client must: (a) provide accurate, complete order data; (b) prepare shipments for safe transport; (c) ensure reasonable loading/unloading conditions; (d) provide timely instructions when exceptions occur; and (e) ensure recipients are prepared to accept delivery within the service window. Failure to do so may result in delays, re-attempts, returns, or added charges.

2.15 Service Exclusions (Unless Contracted).
Unless expressly stated in a signed SOW, we do not provide: (a) installation, assembly, or white-glove placement; (b) packing/repacking; (c) long-term storage or warehousing; (d) active refrigeration/freezer transport; (e) hazardous materials carriage beyond permitted exceptions; (f) cash-on-delivery services; or (g) valuation beyond limitation of liability in Section 7.

3. Eligibility & Client Responsibilities

3.1 Business Use; Minimum Age; Authority.
The Services are intended for commercial and organizational use within the United States. By using the Services, you represent and warrant that: (a) you are at least 18 years of age and legally competent; (b) you are using the Services for a lawful business or organizational purpose; and (c) if you act on behalf of a company, you have full authority to bind that company to these Terms. If any of these representations become inaccurate, you must immediately cease using the Services.

3.2 Accurate Information; Ongoing Updates.
You agree to provide complete and accurate information when submitting orders, creating accounts, or otherwise interacting with Road Rush, including: legal name, business name (if applicable), billing contacts, service addresses, hours of operation, access instructions, packaging details, contents description, weight/dimensions, and any special handling or regulatory requirements. You must promptly update your information if it changes. You are solely responsible for fees, delays, or service failures resulting from inaccurate or incomplete information.

3.3 Lawful Goods and Documentation.
You may only tender items that are lawful to transport and that you are authorized to ship. You must disclose any special regulatory status, including but not limited to hazardous materials, pharmaceuticals, temperature-sensitive goods, high-value items, or items subject to federal/state/local permits, chain-of-custody rules, or facility security requirements. You are responsible for preparing and providing all documentation that may be required by law, by the receiving facility, or by your own compliance program (e.g., manifests, labels, hazmat declarations, chain-of-custody forms, delivery authorizations).

3.4 Packaging, Labeling, and Readiness.
(a) Commercially Reasonable Packaging. You must package goods to withstand ordinary handling and transport (including vibration, stacking, and incidental contact). Liquids and biological materials must be double-contained and leak-proof where applicable.
(b) Clear Labeling. Each piece must be labeled with complete pickup and delivery information, contact names, and any special handling instructions.
(c) Sealed Tender. Except where inspection is required by law or safety, goods should be sealed prior to pickup. We may refuse improperly packaged or unlabeled items.
(d) Readiness. Goods must be available at the confirmed pickup time and location with appropriate loading access. If goods are not ready, waiting time, re-attempts, or returns may incur additional charges.

3.5 Facility Access; Safe Conditions.
You must ensure safe and lawful access to loading/unloading areas, including compliance with site safety rules, required check-ins, security screenings, or parking restrictions. If our personnel encounter unsafe conditions (e.g., blocked access, hazardous environment, disorderly conduct), we may suspend or refuse service without liability. Any additional time or detours resulting from site conditions may be billed as accessorial charges.

3.6 Recipient Availability; Delivery Authorization.
You are responsible for ensuring a recipient or designated agent is available to accept delivery during the scheduled window and that the recipient has authority to sign or otherwise acknowledge receipt. If a recipient is unavailable, we may (i) re-attempt, (ii) hold pending your instructions, or (iii) return to sender—each of which may incur additional charges. Where permitted by your instructions and facility policy, delivery may be completed by photo/GPS confirmation without a physical signature.

3.7 Medical & Health-Related Shipments.
For medical shipments (e.g., specimens, Rx items, medical supplies):
(a) Compliance. You must comply with applicable federal and state law, professional standards, and facility policies, including HIPAA where protected health information (“PHI”) is implicated.
(b) BAA. If your use of the Services involves our access to PHI as a business associate, a separate Business Associate Agreement (BAA) may be required; the BAA will control with respect to PHI in case of conflict with these Terms.
(c) Preparation. You are responsible for proper containment, secondary packaging, biohazard labeling where required, and inclusion of any chain-of-custody forms or scannable identifiers.
(d) Temperature. Unless a signed SOW explicitly provides active temperature control, you are responsible for providing any passive stabilization (e.g., insulated shippers, gel packs) and for specifying handling instructions.

3.8 Prohibited and Restricted Items.
You agree not to tender items that are prohibited by law or by these Terms, including illegal substances, weapons/explosives, live animals, cash/bearer instruments, uncontrolled hazardous materials, radioactive materials, or any item that we reasonably deem unsafe or misdeclared. Restricted goods (e.g., alcohol, certain hazmat classes, high-value electronics, pharmaceuticals) may require prior written approval, additional documentation, special handling, or extra insurance. We may refuse, quarantine, or lawfully surrender any shipment that violates this Section, without liability.

3.9 Account Security; Authorized Use.
If you use a client portal, API, or other credentials, you must keep credentials confidential and limit access to authorized personnel. You are responsible for all activity under your account, including orders placed by your employees, agents, or contractors. You agree to notify us immediately of any suspected unauthorized access or security incident involving your account or systems that integrate with the Services.

3.10 Instructions and Changes.
You must provide clear, timely instructions for pickups, deliveries, and exceptions. If you request changes after dispatch (e.g., re-routes, new destinations, added stops, appointment time changes), we will use commercially reasonable efforts to accommodate the change, subject to capacity, safety, and law. Changes may modify price, timing, and feasibility; associated accessorial charges may apply.

3.11 Cooperation During Exceptions.
If an exception occurs (e.g., facility closed, address mismatch, damaged/compromised packaging, refusal by recipient, severe weather, accident, road closure), you must promptly respond to our requests for direction. If we cannot reach you within a reasonable time, we may take reasonable steps to mitigate loss—including returning the shipment, holding it temporarily, or proceeding to the next stop—without liability beyond the limits stated in Section 7.

3.12 Payment Responsibility; Chargebacks.
You are responsible for timely payment of all fees, surcharges, taxes, and accessorials associated with your orders as further detailed in Section 5 (Pricing, Billing, and Payments). If a payment is disputed or charged back, you remain responsible for undisputed amounts and any reasonable costs incurred in collections (including attorneys’ fees where permitted by law). We may suspend or limit Services for accounts that are past due.

3.13 Compliance with Laws; No Circumvention.
You will comply with all laws, rules, and facility policies applicable to your shipments and your use of the Services, including transportation safety, privacy and data security, sanctions/export controls, and professional/health regulations as applicable. You agree not to misuse the Services, interfere with operations, reverse engineer systems, or circumvent security or capacity controls.

3.14 Insurance and Valuation—Your Obligations.
Unless otherwise agreed in a signed SOW, you are responsible for procuring any additional cargo or property insurance you deem necessary above the limitations stated in Section 7. Declaring a value does not by itself purchase insurance; where optional insurance is offered, it must be explicitly selected and paid for. You remain responsible for insuring your own equipment, inventory, fixtures, or other property at your facilities.

3.15 Communications Consent; Contactability.
You consent to receive transactional communications related to your orders (e.g., dispatch notices, status updates, delivery confirmations, exception alerts) by email and/or SMS to the contacts you provide. You are responsible for maintaining valid contact methods for operational messaging. Marketing communications are governed by our Privacy Policy and may be opted out at any time, though transactional communications may still be necessary to perform the Services.

3.16 Records; Audit Cooperation.
You agree to retain your own business and compliance records related to shipments, including manifests, chain-of-custody documents, and facility approvals. Where a lawful request or audit involves shipments we handled for you, you will reasonably cooperate by supplying information that is within your control. We will provide records from our system of record as available and appropriate, subject to confidentiality obligations.

3.17 Remedies for Breach by Client.
If you breach this Section 3 or any other material obligation, we may, in our discretion and without limiting other rights or remedies: (a) refuse or suspend Services; (b) return or hold shipments at your cost; (c) impose reasonable conditions on continued service; and/or (d) terminate the Agreement under Section 13. You will be responsible for all direct costs reasonably incurred due to your breach (e.g., disposal of unsafe goods where legally required, decontamination, or government fines caused by misdeclaration).

4. Independent Contractors & Subcontractors

4.1 Status; No Employment Relationship.
Road Rush may perform the Services through independent contractor drivers and/or partner carriers (collectively, “Contractors”). Contractors are independent businesses and are not employees, joint venturers, or legal representatives of Road Rush. Nothing in this Agreement creates an employment, franchise, or agency relationship. Contractors determine the manner and means of performance consistent with safety, law, and client requirements. Contractors are not eligible for Road Rush employee benefits, overtime, unemployment benefits, or workers’ compensation through Road Rush.

4.2 Contractor Obligations; Compliance with Law.
Contractors must comply with all applicable federal, state, and local laws and industry standards, including those governing transportation safety, motor vehicle operation, privacy/security, and—where applicable—healthcare privacy (HIPAA). Contractors are solely responsible for their own business registrations, tax filings, and insurance obligations as required by law or specific jobs.

4.3 Screening, Training, and Authorization.
Road Rush exercises commercially reasonable diligence to authorize Contractors before dispatch, which may include:

·       Identity & Right-to-Work Verification;

·       Driver’s License & MVR Review (clean, valid record consistent with job requirements);

·       Background Check (as permitted by law and client requirements);

·       HIPAA Awareness/Confidentiality Training for jobs that may involve PHI;

·       Safety & Handling Orientation addressing secure transport, chain-of-custody documentation, and exception escalation.
Authorization may be withdrawn at any time if a Contractor fails to meet standards or violates policy.

4.4 Equipment Standards; Vehicle Age & Condition.
Contractors provide and maintain their own equipment and vehicles suitable for the Services. Unless expressly waived in writing for a particular job or market, Contractor vehicles shall be no older than ten (10) model years, roadworthy, clean, and properly registered. Contractors are responsible for fuel, tolls, parking, and routine maintenance. Where specialized equipment is needed (e.g., pallet jack, lockbox keys/cards), requirements will be stated in the SOW and any associated charges listed on the Rate Card.

4.5 Insurance Posture for Contractors.
Road Rush does not generally require a Contractor to hold commercial auto insurance unless a specific job, facility, or SOW requires it. However, Contractors must carry at minimum the legally required personal auto liability and any other insurance required by law for their operations (e.g., cargo coverage if specified by a client contract). When a job or facility requires additional coverage (e.g., commercial auto at specified limits, general liability, or additional insured/waiver endorsements), the Contractor must supply current certificates before assignment. Failure to maintain required insurance is grounds for suspension or termination of authorization.

4.6 Tools, Devices, and Portal Access.
Contractors furnish their own mobile devices and data plans. Where Road Rush provides access to dispatch applications, portals, or API credentials, the Contractor must: (a) keep credentials confidential; (b) use them only for authorized work; (c) promptly report loss/compromise; and (d) return or delete all Road Rush data and credentials upon request or de-authorization. Road Rush may track GPS location and capture timestamps for dispatch, status, and proof-of-delivery (“POD”) purposes.

4.7 Operational Standards; Proof of Delivery.
Contractors agree to follow reasonable operational standards, including:

·       Timely Statusing (accepted/arrived/picked up/delivered/exception) via the designated app or portal;

·       POD Capture (signature where permitted, photo where allowed, timestamp and recipient name, or facility scan/GPS event);

·       Chain-of-Custody when requested, capturing custody events at pickup, transfer, and delivery;

·       Exception Escalation (e.g., facility closed, unsafe conditions, address mismatch, damaged or leaking package) for client direction;

·       Professional Conduct at client and recipient sites.

4.8 Medical Deliveries; PHI; Temperature Handling.
For healthcare-related routes or shipments:

·       HIPAA & Confidentiality. Contractors must handle any PHI only as necessary to perform transport and must not retain or disclose PHI except as directed by Road Rush and the client, or as required by law.

·       Specimen/Rx Handling. Contractors must comply with packaging/labeling standards (e.g., leak-proof containment, biohazard markings) and chain-of-custody documentation provided by the client.

·       Temperature. Unless expressly stated in a signed SOW, Road Rush and its Contractors do not provide active cold-chain. If passive cold protection is required, the client must supply stabilized containers and clear handling instructions.

4.9 Right of Refusal; Safety & Law.
Contractors may refuse or halt a job if they reasonably believe the shipment is unlawful, unsafe, improperly packaged, or misdeclared. Road Rush may likewise refuse or withdraw a job where legal or safety concerns exist. If a refusal occurs, Road Rush will notify the client for alternate arrangements. Time and costs related to safe mitigation (e.g., return to sender) may be billed as accessorials where the client’s noncompliance caused the issue.

4.10 Non-Exclusivity; Freedom to Contract.
Contractors are free to accept or decline offers and may perform services for other companies. Road Rush does not guarantee any minimum number of offers, routes, or earnings. Similarly, Road Rush may assign work to multiple Contractors or partner carriers at its discretion based on capacity, performance, geography, and client needs.

4.11 Non-Solicitation; No Poaching.
To protect legitimate business interests, you (the client) agree that during the term of your relationship with Road Rush and for twelve (12) months thereafter, you will not, directly or indirectly:
(a) Solicit to hire or engage any Contractor, driver, or employee introduced or assigned by Road Rush for the purpose of providing substantially similar delivery services outside of Road Rush; or
(b) Circumvent Road Rush by contracting directly with a Contractor or partner carrier that Road Rush introduced to you for services substantially similar to those performed for you by Road Rush.
If you wish to hire or contract directly, you may request written consent from Road Rush; if granted, Road Rush may charge a conversion fee (e.g., the greater of $5,000 or 10% of the estimated first year compensation of the hire/contract), payable upon execution of a direct agreement. This clause does not restrict your ability to advertise general openings not targeted at Road Rush personnel.

4.12 Conflict of Interest; No Interference.
Contractors and clients must avoid conflicts that could impair impartial performance. You agree not to induce Contractors to delay, cancel, or deprioritize Road Rush assignments to favor competing work, and not to solicit confidential information about Road Rush’s pricing, margins, or other clients.

4.13 Subcontractor & Partner Carrier Use.
Road Rush may subcontract any portion of the Services to vetted partner carriers subject to equivalent confidentiality, safety, and compliance obligations. Road Rush remains responsible to the client for overall service coordination and will be your primary point of contact for dispatch, status, exceptions, and billing unless your SOW specifies otherwise.

4.14 Confidential Information & Return of Property.
Contractors and clients may access nonpublic information belonging to Road Rush or the client (e.g., route structures, pricing, contact lists, PHI, SOPs, access codes). Each party agrees to: (a) use such information solely for performing the Services; (b) restrict disclosure to personnel with a need to know; (c) safeguard information from unauthorized access; and (d) promptly return or securely destroy confidential information and access media (badges, keys, lockbox codes) upon request or termination. Confidentiality obligations survive indefinitely, except where disclosure is required by law.

4.15 Performance Issues; De-Authorization.
Road Rush may suspend or de-authorize a Contractor for performance deficiencies, policy violations, safety incidents, misconduct, failure to maintain required insurance, or substantiated client complaints. Where appropriate, Road Rush may place the Contractor on a corrective action plan or reassign work while an incident is reviewed.

4.16 Route-Specific Addenda (Template).
For recurring routes or complex projects, Road Rush may issue a Route Addendum that becomes part of your SOW. A typical addendum may include:

·       Route ID & Coverage: days, times, service window(s), facility list, stop sequence;

·       Access & Security: badges, codes, lockboxes, sign-in procedures;

·       Documentation: chain-of-custody forms, barcode/scanning protocol, POD requirements;

·       Special Handling: temperature stabilization, specimen prioritization, lift-gate/team-lift needs;

·       Service Metrics: on-time targets, re-attempt procedure, escalation tree;

·       Compensation Structure: per stop, per successful delivery, or per route; bonuses/penalties if agreed;

·       Insurance Requirements: any route-specific endorsements or limits (if applicable).
In case of conflict between a Route Addendum and these Terms, the Route Addendum controls for the relevant route.

4.17 Taxes and Withholdings (Contractors).
Contractors are solely responsible for all taxes, withholdings, licenses, and fees arising from their operations. Road Rush does not withhold income tax or pay employer taxes on behalf of Contractors. Any required tax forms (e.g., 1099) will be furnished consistent with applicable law.

4.18 No Authority to Bind.
Contractors and clients have no authority to bind Road Rush to any third-party contract, warranty, or representation unless expressly authorized in a signed writing by an authorized Road Rush representative.

4.19 Indemnity for Contractor Misconduct (Client-Facing).
Client acknowledges that Road Rush relies on information and access provided by the client. To the extent permitted by law, the client agrees to indemnify and hold harmless Road Rush from claims, fines, or damages arising out of the client’s (a) misdeclaration of contents; (b) failure to meet packaging, labeling, or documentation requirements; (c) unlawful or prohibited tenders; or (d) instructions that are contrary to law or facility policy. (General indemnities and limitations of liability for all parties are further detailed in Section 8 and Section 7 respectively.)

5. Pricing, Billing, and Payments

5.1 Rate Basis; Quotes vs. Orders.
(a) Rate Card / SOW Controls. Pricing for Services is governed by (i) your signed Service Order/Statement of Work (“SOW”), and (ii) our then-current Rate Card for your service zone(s). If a conflict exists, the SOW controls for the covered work.
(b) Quotes & Estimates. Any verbal or written quote prior to dispatch is an estimate based on information provided at the time (distance, weight, stops, service window, access conditions). Final charges reflect actual services rendered, accessorials incurred, and verified mileage/time.
(c) Minimum Charges. Per-order and per-route minimums apply as listed on the Rate Card/SOW (e.g., minimum call-out or route minimum), regardless of short distance or early completion.

5.2 Standard Pricing Models.
(a) On-Demand / Point-to-Point. On-demand jobs are billed per the then-current Rate Card or your SOW, typically based on practical mileage, service window, and any applicable accessorials or surcharges. Per-order minimums may apply.
(b) Scheduled Routes. Recurring service is priced per successful delivery/stop or per route, as defined in the SOW (with included stops, windows, sequence, and any performance targets).
(c) Same-Day / Next-Day. Priced per zone/distance tier and window size according to the Rate Card/SOW; cutoff times and surcharges may apply (see Sections 2.3 and 5.6).
(d) Special Projects. Bulk sweeps, event logistics, or seasonal surges are scoped case-by-case via SOW and may carry special minimums and cancellation terms.

5.3 What Prices Include / Exclude.
(a) Included in base rates: standard dispatch, pickup, curbside/threshold delivery, and up to 10 minutes wait time at pickup and 10 minutes at delivery (unless your SOW specifies otherwise).
(b) Excluded from base rates (billed as accessorials or pass-throughs): additional wait time, re-attempts, returns, inside delivery beyond threshold, team-lift, lift-gate, after-hours/weekend/holiday service, tolls, parking/permit fees, special equipment, STAT/rush, storage/hold, document handling beyond standard POD, and any client-requested detours or changes after dispatch.

5.4 Mileage, Time, and Rounding.
(a) Mileage Calculation. We use commercially reasonable mapping tools to compute practical driving miles between confirmed pickup and delivery points (including multi-stop portions). Small variances due to detours, construction, or safety routing are customary.
(b) Time Basis. Wait, detention, and layover are billed in quarter-hour increments after included minutes.
(c) Rounding. Distance and time may be rounded to the nearest tenth of a mile or quarter hour, respectively.

5.5 Fuel Surcharge (“FSC”).
(a) Indexing. An FSC may apply and fluctuate based on publicly available fuel price indices or a fixed table in your SOW.
(b) Application. FSC applies to the transport portion of charges and may be shown as a separate line item.
(c) Updates. We may update FSC weekly or monthly depending on the index cadence or SOW terms.

5.6 Surcharges & Accessorials (Illustrative, Not Exhaustive).

·       After-Hours / Weekend / Holiday service premium

·       Waiting Time beyond included minutes (pickup and/or delivery)

·       Re-Attempt / Return to Sender / Hold for Pickup

·       Detention / Layover (scheduled routes/projects)

·       Tolls / Parking / Permits (actual pass-through)

·       STAT / Expedited Priority fee

·       Inside Delivery / Team-Lift / Lift-Gate

·       Special Equipment (e.g., pallet jack, lockbox services)

·       Exception Handling (e.g., repackaging compromised item when authorized, photo documentation beyond standard POD)

Applicable amounts are set forth in the Rate Card/SOW and may vary by zone or facility.

5.7 Taxes and Governmental Fees.
All fees are exclusive of applicable taxes (sales, use, excise, VAT/GST if any, and other governmental charges). Client is responsible for such taxes and agrees that Road Rush may add them to invoices as required by law. We do not collect taxes on items shipped; tax remittance on shipped goods remains the client’s responsibility.

5.8 Invoice Cycle; Due Date; Delivery.
(a) Invoice Frequency. Unless otherwise stated in the SOW, invoices issue weekly or bi-weekly for prior periods’ completed work, with line-item detail by order/route.
(b) Delivery Method. Invoices are delivered electronically to the billing contacts on file.
(c) Payment Terms. Invoices are Net 30 from the invoice date unless the SOW specifies different terms or deposits/retainers apply.

5.9 Payment Methods; Convenience Fees.
(a) Preferred Methods. ACH/Bank transfer and company check are accepted. Credit/debit cards may be accepted and may incur a card processing fee (percentage and/or per-transaction) as permitted by law and disclosed on the invoice.
(b) Remittance Instructions. Payment instructions appear on each invoice. Client must include invoice numbers with remittance to ensure proper application.
(c) Currency. All amounts are in U.S. Dollars (USD) unless otherwise specified in the SOW.

5.10 Deposits, Retainers, and Credit Limits.
(a) We may require a deposit or retainer for new accounts, large projects, or high-risk work.
(b) We may establish a credit limit; if charges would exceed that limit, we may pause new dispatches until payment is received or the limit is increased.
(c) Deposits/retainers may be applied to open balances and replenished as needed.

5.11 Disputed Charges; Billing Errors.
(a) Notice Window. You must provide written notice of any disputed charge within 15 days of invoice date, identifying the specific line items and reasons. Undisputed amounts remain due by the original due date.
(b) Investigation & Resolution. We will investigate promptly and make adjustments or credits if an error is verified. Failure to dispute within the notice window constitutes acceptance of the invoice as issued.
(c) Chargebacks. Unauthorized or bad-faith chargebacks violate these Terms. You remain responsible for legitimate charges and any third-party fees we incur to resolve chargebacks.

5.12 Late Payments; Collections; Suspension.
(a) Late Fee. Past-due balances may accrue a late charge at the lesser of 1.5% per month (18% APR) or the maximum rate permitted by law, plus reasonable costs of collection (including attorneys’ fees where allowed).
(b) Suspension. We may suspend Services for accounts more than 10 days past due, after written notice to your billing contact.
(c) Application of Payments. Payments may be applied to the oldest outstanding invoices, fees, and costs at our discretion.
(d) Setoff. We may set off undisputed credits against amounts you owe.

5.13 Cancellations, No-Shows, and Rescheduling Fees.
(a) On-Demand: If you cancel after dispatch (driver en route), a cancellation fee (often equal to the applicable minimum or time/mileage incurred per the Rate Card/SOW) applies.
(b) Scheduled Routes / Projects: Cancellations or material changes with less than 24 hours’ notice may incur a fee up to the route minimum or a percentage specified in the SOW.
(c) No-Show at Pickup/Delivery: If our driver arrives within the scheduled window and cannot complete service due to site closure, lack of access, or unavailable contact, wait time and/or re-attempt/return fees apply.

5.14 Refunds and Credits.
(a) Completed Services. Charges for properly completed deliveries are generally non-refundable.
(b) Service Failure Attributable to Road Rush. If we materially fail to perform due to our error (and not due to Force Majeure or client-caused conditions), we may, at our discretion, issue a credit up to the transport portion of the affected order/stop. Credits are the exclusive remedy unless otherwise required by law or expressly agreed in a signed SOW.
(c) STAT/Rush Fees. STAT surcharges are not refunded if the shipment was prioritized and completed, even if external factors extended transit time.

5.15 Price Changes; Indexation.
We may update the Rate Card (including accessorials and FSC) from time to time to reflect fuel, labor, capacity, and regulatory costs. Material changes will be communicated with at least 14 days’ notice for open-account clients; changes for project-based SOWs apply as specified in the SOW. Continued ordering after the effective date constitutes acceptance of updated rates.

5.16 Third-Party Charges and Pass-Throughs.
Facility-imposed fees (e.g., secure parking, gate/escort, badge provisioning, mandatory temp badges), required permits, or partner-carrier pass-throughs will be itemized where possible and billed at cost plus any agreed administrative fee.

5.17 Client-Requested Changes After Dispatch.
Mid-route changes (added stops, re-routes, schedule shifts) are accommodated where feasible and billed at applicable rates (mileage/time/accessorials). Such changes may affect service windows and POD timing and may require client acknowledgment in writing (email or portal message suffices).

5.18 Documentation and Reconciliation.
We maintain electronic records of dispatch, milestone events, and POD in our system of record. Upon request, we will furnish reasonable supporting documentation to reconcile invoices (e.g., POD images, timestamps, GPS breadcrumbs where available). Absent manifest error, our records control.

5.19 No Withholding for Unrelated Claims.
You may not withhold or delay payment of undisputed invoices based on unrelated claims, pending projects, or disputed invoices from other periods. Any credit or refund adjudicated will be applied separately.

5.20 Special Insurance or Declared Value.
Unless explicitly purchased (and confirmed in writing), declared value is not insurance and does not expand our liability beyond Section 7. Where optional cargo coverage is available, it must be affirmatively selected and paid for prior to dispatch. Terms, deductibles, exclusions, and limits are as stated in the coverage summary or SOW.

5.21 Card on File; Authorization.
If you provide a payment card to keep on file, you authorize Road Rush to charge (i) invoices on or after their due date, and (ii) any past-due amounts and applicable late fees, subject to applicable law and card-network rules. You may revoke authorization by replacing the card with another valid method and paying all outstanding balances.

5.22 Bank/ACH Returns.
ACH or check returns (e.g., NSF) may incur a return fee. We may require future payments by certified funds or card (with applicable processing fee) if returns recur.

5.23 Survival.
Your payment obligations, late fees, taxes, pass-throughs, and this Section 5 survive termination and remain enforceable until all amounts are settled.

6. Cancellations, Rescheduling, and Refunds

6.1 Purpose and Scope.
This Section sets the policies for changing or canceling Services after an order is placed, including how fees, credits, and timelines are handled for on-demand, same/next-day, scheduled routes, and special projects. Capitalized terms follow Sections 1–5.

6.2 Key Definitions.
(a) Dispatch means the point at which Road Rush has assigned a driver/partner, created a route segment, or otherwise committed capacity.
(b) Arrival means the driver’s on-site arrival at the pickup or delivery location (GPS or time-stamp).
(c) Service Window means the confirmed pickup or delivery time range (e.g., 2-hour window) agreed in the order/SOW.
(d) No-Show means the driver arrives within the Service Window but cannot complete service due to reasons outside Road Rush’s control (e.g., premises closed, no access, item not ready, recipient unavailable, safety hold).
(e) Client-Caused Exception means an operational failure or delay resulting from Client’s incorrect, incomplete, or late information, packaging, labeling, readiness, access, or instructions.
(f) Force Majeure has the meaning in Section 2.11 and Section 14 (e.g., severe weather, natural disasters, strikes, infrastructure outages).

6.3 General Principles.
(a) Written Changes. Cancellations and reschedules should be submitted in writing (email, portal message) to ensure traceability.
(b) Best-Efforts Mitigation. Road Rush will use commercially reasonable efforts to minimize costs and delays when changes are requested; however, feasibility depends on routing, safety, and capacity at the time of the request.
(c) Fees Governed by Rate Card/SOW. Any cancellation, rescheduling, wait time, re-attempt, return, storage/hold, or exception-handling fees are assessed per the Rate Card/SOW.
(d) Credits vs. Refunds. Where a remedy is granted, it is typically issued as a credit to the Client’s account; refunds are uncommon and subject to Section 6.10.

6.4 Client-Initiated Cancellation — On-Demand / Same-Day / Next-Day.
(a) Before Dispatch. Client may cancel without charge if Road Rush has not yet dispatched.
(b) After Dispatch but Before Arrival. If canceled after Dispatch but before Arrival, a cancellation fee may apply (e.g., minimum charge or time/mileage incurred), per the Rate Card/SOW.
(c) After Arrival. If canceled after Arrival at pickup, the job is treated as a No-Show or Return to Sender per Sections 6.6–6.7, and applicable fees may apply.
(d) Partial Cancellations (Multi-Stop). If a multi-stop order is reduced after Dispatch, completed or en-route stops will be billed; re-routing time/mileage and any

additional accessorials may apply.

6.5 Client-Initiated Rescheduling.
(a) Feasibility. Rescheduling is subject to driver capacity, route constraints, facility hours, and safety.
(b) Timing. Requests made before Dispatch generally incur no fee. Requests after Dispatch may incur re-routing/wait charges; if a new day/time is required, the original order may be closed and a new order opened.
(c) Scheduled Appointments. If a fixed appointment time (not a window) is missed due to Client-Caused Exception, a new appointment may be required and will be billed as a re-attempt.

6.6 No-Show and Access Failures.
A No-Show or access failure occurs when the driver arrives within the Service Window and: (i) the item is not ready, (ii) the location is closed or inaccessible, (iii) the recipient is unavailable or refuses delivery, (iv) required documents/IDs are missing, or (v) conditions are unsafe. In these cases:
(a) Waiting Time. The driver will wait up to the included minutes (see Section 5.3). Additional waiting time is billable per the Rate Card/SOW.
(b) Re-Attempt. If completion remains infeasible, Road Rush may re-attempt within the window (capacity permitting) or at a later time/date per Client instruction. Re-attempt fees apply.
(c) Return to Sender. If re-attempt is not feasible or not authorized, the shipment may be returned to origin; return charges apply.
(d) Documentation. POD/exception notes with timestamps (and photo/GPS where permitted) will be recorded.

6.7 Return to Sender; Temporary Hold.
(a) Return to Sender (RTS). Upon Client instruction or policy, items may be returned to origin or another designated site; RTS is billed per mileage/time plus accessorials.
(b) Hold/Storage. Short-term hold may be available by prior arrangement; hold/storage charges (and any facility fees) apply and are limited in duration. Road Rush is not a warehouse unless expressly contracted.

6.8 Scheduled Routes and Special Projects.
(a) Cancellation Notice. For recurring routes or projects, cancellations or material changes with less than 24 hours’ written notice may incur a cancellation fee up to the route minimum or a percentage specified in the SOW.
(b) Partial Service Days. If a route commences and specific stops cancel same-day, completed/attempted stops and practical re-routing are billable.
(c) Surge/Special Events. Event or surge projects may carry bespoke cancellation/reschedule terms in the SOW that supersede this Section.

6.9 Road Rush-Caused Service Failures.
(a) Definition. A Road Rush-Caused Service Failure is a material failure to perform within the contracted Service Window due solely to Road Rush error (not Force Majeure, not Client-Caused Exception, not facility-imposed delays).
(b) Remedy. If verified, Road Rush may, at its discretion, issue a credit up to the transport portion of the affected order/stop. This credit is the exclusive remedy unless a different remedy is expressly stated in a signed SOW or required by law.
(c) Exclusions. Variances caused by traffic, weather, facility queues, security holds, accidents, road closures, or other conditions beyond Road Rush’s reasonable control are not Road Rush-Caused Service Failures.

6.10 Refund and Credit Policy.
(a) Completed Services Non-Refundable. Charges for properly completed deliveries are generally non-refundable.
(b) Credits Preferred. Where a remedy is appropriate (e.g., verified Road Rush-Caused Service Failure), a service credit to the Client account is the default remedy.
(c) Refunds. Cash refunds are granted only where legally required or expressly agreed in a signed SOW or written exception approved by an authorized Road Rush representative.
(d) STAT/Rush. STAT surcharges are not refunded if the shipment received priority handling, even if external conditions extended total transit time.

6.11 Force Majeure and Safety Holds.
(a) Suspension. During Force Majeure, affected obligations are suspended without liability. We will resume service when practicable.
(b) Safety Holds. If a shipment presents a safety, legality, or packaging concern, Road Rush may pause, return, or refuse carriage. Charges for mitigation (e.g., return, repacking upon Client authorization) may apply if the underlying issue is Client-caused.
(c) Communication. Road Rush will communicate known impacts and options as soon as practicable.

6.12 How to Cancel or Reschedule.
(a) Preferred Method. Submit requests via your portal (if enabled) or email to your Road Rush operations contact with Order/Route ID, current status, and requested action (cancel, reschedule, re-route, return).
(b) Phone for Urgent Changes. For imminent pickups within 60 minutes, call (267) 609-4655; follow with email for records.
(c) Effective Time. Requests are effective when received by Road Rush; requests outside normal dispatch hours are processed at the start of the next dispatch period.

6.13 Evidence and Documentation.
Road Rush maintains electronic records of acknowledgments, Dispatch, Arrival, POD, exceptions, photos (where permitted), and GPS events as available. These records constitute the system of record for determining fees and remedies under this Section.

6.14 Dispute Window for Cancellations/Refunds.
Any dispute related to cancellation, rescheduling, No-Show, RTS, or related charges must be submitted in writing within 15 days of the invoice date and identify the affected order(s) with specific reasons and supporting evidence. Undisputed amounts remain due per Section 5.11.

6.15 No Waiver; Survival.
Road Rush’s handling of an individual exception or issuance of a courtesy credit does not waive the application of this Section to future orders. All obligations that by their nature should survive (including payment of assessed fees) will survive termination.

6.16 Contact for Policy Questions.
For questions about this Section, contact hello@roadrushenterprises or call (267) 609-4655.

7. Service Limitations & Liability Disclaimer

7.1 Nature of Services; No Absolute Guarantees.
Road Rush provides professional courier and last-mile logistics services using commercially reasonable efforts, standard operating procedures, and industry-typical tools. Transit estimates, service windows, and ETAs are targets, not guarantees, unless a signed SOW expressly states a guaranteed level of service and corresponding remedies.

7.2 Limits of Liability (Baseline Cap).
Unless a higher limit is expressly agreed in a signed SOW or optional insurance/declared value is purchased and confirmed in writing before dispatch, Road Rush’s total liability for loss, damage, shortage, or misdelivery of a shipment is limited to the lesser of:
(a) the actual, documented direct loss, or
(b) the fees paid or payable to Road Rush for the specific shipment (or stop) giving rise to the claim, capped at $100 per shipment/stop.
This cap applies to all theories of liability in the aggregate (contract, tort, negligence, strict liability, or otherwise).

7.3 Excluded and Special Damages.
Road Rush is not liable for any: (a) consequential, incidental, exemplary, special, punitive, or indirect damages; (b) loss of profits, revenue, customers, or business opportunity; (c) loss or corruption of data; (d) market loss due to delay; or (e) penalties, chargebacks, or liquidated damages imposed by third parties. These exclusions apply even if Road Rush has been advised of the possibility of such damages.

7.4 Delay; Service Failure; Sole Remedies.
(a) Delay. Road Rush is not liable for delay caused by conditions beyond its reasonable control (traffic, weather, facility queues, security holds, road closures, emergencies).
(b) Service Failures Attributable to Road Rush. If a verified Road Rush-caused service failure occurs (Section 6.9), the exclusive remedy is a service credit up to the transport portion of the affected order/stop, unless a different remedy is stated in a signed SOW or required by law.
(c) No Other Remedies. Except as expressly provided, no refunds or additional damages are available for delay.

7.5 Condition of Goods; Packaging and Inherent Vice.
Road Rush is not the packager or manufacturer and does not test or certify packaging. Road Rush is not liable for loss or damage resulting from: (a) inadequate or improper packaging, sealing, or labeling; (b) inherent vice, defect, or natural characteristics of the goods (e.g., perishability, fragility, sensitivity to temperature or vibration); (c) concealed damage not caused by mishandling; or (d) tender of goods that are prohibited or restricted under these Terms or applicable law.

7.6 Temperature Control & Perishables.
Unless a signed SOW expressly provides active temperature control, Road Rush does not offer refrigerated or frozen transport. If passive stabilization is required (e.g., insulated shippers, gel packs), the Client must supply and pre-condition such materials and provide clear handling instructions. Road Rush is not liable for temperature excursions where active control is not contracted or where passive materials were insufficient or improperly prepared.

7.7 Medical/Healthcare Shipments; PHI; Specimens.
(a) Transport Only. Road Rush is a transport provider only; it does not perform clinical testing, diagnose conditions, assess specimen integrity, or verify temperature compliance.
(b) Chain-of-Custody. When requested and feasible, Road Rush will document custody events; absence of a signature due to facility policy or safety rules does not by itself establish mishandling.
(c) PHI Handling. Where access to PHI occurs, Road Rush will follow the Privacy Policy and, if applicable, a Business Associate Agreement (BAA), which controls in case of conflict regarding PHI.
(d) Exclusions. Road Rush is not liable for clinical rejection of specimens due to reasons outside its control (e.g., improper collection, labeling by Client, expired kits, insufficient volume, facility refusal).

7.8 Prohibited/Restricted Items; Right of Inspection/Refusal.
Road Rush may open or inspect a shipment when legally required or if safety reasonably demands it. Road Rush may refuse, suspend, or stop carriage of any shipment that is (or appears to be) illegal, unsafe, improperly packaged, misdeclared, or prohibited/restricted under these Terms. Road Rush has no liability for losses arising from lawful refusal, quarantine, or surrender to authorities.

7.9 Force Majeure.
Road Rush has no liability for failure or delay arising from events beyond its reasonable control, including but not limited to severe weather, natural disasters, public health emergencies, acts of government, labor disputes, civil unrest, power/network/infrastructure outages, cyber events not caused by Road Rush’s willful misconduct, and other Force Majeure events. Affected obligations are suspended for the duration, and performance resumes as soon as practicable.

7.10 Security; Theft; Concealed Loss.
(a) Commercially Reasonable Safeguards. Road Rush uses commercially reasonable safeguards for custody and transit consistent with the service mode and geography.
(b) Concealed Loss. Where exterior packaging shows no visible damage, any later-discovered internal loss is presumed due to packaging or inherent vice unless clear evidence shows Road Rush mishandling.
(c) Theft or Pilferage. Road Rush is not an insurer against crime; liability for theft is limited by Section 7.2 and excludes consequential losses under Section 7.3.

7.11 High-Value Goods; Declared Value; Optional Insurance.
For high-value shipments, Clients should either (i) purchase optional cargo insurance offered or accepted by Road Rush in writing prior to dispatch, or (ii) maintain their own insurance. Declared value is not insurance and does not increase liability unless the SOW or written insurance confirmation explicitly states otherwise. Deductibles, exclusions, limits, and claim procedures for any optional insurance apply as stated in the coverage summary or SOW.

7.12 Client-Caused Exceptions.
Road Rush is not liable for loss, damage, or delay resulting from Client-Caused Exceptions, including: incorrect/incomplete addresses; lack of access or recipient availability; missing documentation; unsafe or noncompliant packaging; misdeclaration of contents; or instructions that conflict with law, facility policies, or safety.

7.13 Partner Carriers and Subcontractors.
Where Road Rush uses partner carriers or independent contractors to complete a portion of the Services, Road Rush remains your primary point of contact. However, liability remains limited as stated in this Section 7, and any recovery from a partner carrier will not exceed the limits and exclusions set forth herein.

7.14 Claims Process; Notice and Time Limits.
(a) Immediate Inspection. Client must inspect goods upon delivery and note visible damage or shortage on the POD where feasible.
(b) Notice Deadlines. Written notice of a claim must be sent to hello@roadrushenterprises with the Order/Route ID and supporting evidence within the earliest of:

·       7 calendar days from delivery (for damage/shortage), or

·       14 calendar days from the expected delivery date (for loss/non-delivery).

(c) Supporting Evidence. Provide photos of packaging and contents, invoices/receipts or other proof of value, and any chain-of-custody or facility records.
(d) Investigation. Road Rush will investigate in good faith and may request additional information. Failure to provide timely, adequate documentation may result in denial.
(e) Mitigation. Client must reasonably mitigate losses (e.g., salvage undamaged items; cooperate with return).
(f) Time to File Action. Any lawsuit or arbitration arising from a shipment must be commenced within one (1) year from the event giving rise to the claim, or the minimum period required by applicable law if longer.

7.15 Data, Systems, and Communications.
(a) System of Record. Dispatch events, GPS breadcrumbs, scans, photos (where permitted), timestamps, and messaging in Road Rush’s systems are the authoritative records for service performance.
(b) Connectivity Variance. Live tracking and notifications depend on carrier networks and third-party systems and may be delayed or unavailable; such variance does not constitute a service failure.
(c) Electronic Communications. Transactional communications (email/SMS) are operational in nature; opting out of marketing does not opt you out of required transactional notices.

7.16 No Warranties; Disclaimer.
Except as expressly set out in a signed SOW, the Services are provided on an “as is” and “as available” basis. Road Rush disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and those arising by statute or course of dealing.

7.17 Indemnification (Client).
To the maximum extent permitted by law, Client agrees to defend, indemnify, and hold harmless Road Rush and its officers, employees, and contractors from and against third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) Client’s breach of these Terms; (b) Client’s misdeclaration, improper packaging/labeling, or tender of prohibited/restricted items; (c) Client-Caused Exceptions; or (d) Client’s violation of law or facility policy.

7.18 Survival.
This Section 7 (including all limits, exclusions, and procedures) survives delivery, completion, cancellation, or termination of the Agreement and applies to all claims to the fullest extent permitted by law.

8. Insurance, Risk of Loss, and Indemnification

8.1 Road Rush Insurance (General Statement).
Road Rush maintains commercially reasonable insurance customary for a U.S. courier/last-mile logistics provider and as required by applicable law for its operations in the jurisdictions where it provides Services. Without listing limits in this public document, coverage generally includes (as applicable to our role): (a) commercial general liability; (b) automobile liability (including hired/non-owned for applicable operations); and (c) other coverages as may be required by law or contract for specific projects. Certificates of Insurance (“COI”) may be provided to Client upon reasonable written request and, where required by a signed SOW, may include additional insured and waiver endorsements.

8.2 Client Insurance Obligations.
(a) Property & Cargo Interests. Road Rush is not an insurer of Client’s goods. Client is responsible for maintaining insurance for its own property interests, including cargo/stock, high-value items, and business interruption/extra expense, to the extent Client deems necessary.
(b) Optional Cargo Coverage / Declared Value. Where optional cargo/shipper’s interest insurance is offered, it must be explicitly elected in writing prior to dispatch and is governed by the insurer’s terms (limits, deductibles, exclusions). Declared value by itself does not purchase insurance or expand liability beyond Section 7 unless expressly confirmed in a signed SOW or insurance certificate issued for the shipment.
(c) Workers’ Compensation & Employer’s Liability. Client is responsible for workers’ compensation and employer’s liability for its own employees and agents present at pickup/delivery locations.
(d) Cyber & Data Liability. If Client operations involve electronic orders, integrations, or storage of delivery artifacts (POD, photos, timestamps), Client should maintain appropriate cyber liability/technology E&O insurance for its own systems and data.

8.3 Contractor/Partner Carrier Insurance.
As set in Section 4.5, independent Contractor drivers and partner carriers maintain insurance as required by law for their operations. Where a specific job, facility, or SOW requires additional or commercial coverages (e.g., commercial auto at specified limits, GL, cargo), Road Rush will require proof of such coverages prior to assignment. Failure to maintain required insurance is grounds for suspension or de-authorization.

8.4 Additional Insured; Primary & Non-Contributory; Waiver of Subrogation.
When expressly required by a signed SOW, Road Rush will include Client as additional insured on applicable policies for ongoing operations related to the Services, on a primary and non-contributory basis, with waiver of subrogation in favor of the Client, in each case to the extent available from Road Rush’s insurers. Endorsements and COIs provided will evidence the agreed status. Equivalent reciprocal status for Road Rush may be required where Client requests onsite access or where Client’s premises present unusual hazards.

8.5 Risk of Loss; Title.
(a) During Custody. Subject to the limitations, exclusions, and caps in Section 7, Road Rush bears risk of direct physical loss or damage to tendered items only while the items are in Road Rush’s physical custody (including custody of its authorized Contractors/partner carriers) and only to the extent such loss or damage is caused by Road Rush’s failure to exercise commercially reasonable care.
(b) Before/After Custody. Risk of loss remains with Client until pickup is completed and returns to Client upon lawful tender at delivery (including leave-by-photo/GPS where permitted by Client instructions or facility policy), refusal by recipient, or transfer to a hold/return flow at Client direction.
(c) Exceptions. No transfer of risk occurs for goods that are prohibited/restricted, improperly packaged, misdeclared, or tendered in violation of law or these Terms. Temperature-related risk remains with Client unless active temperature control is expressly contracted (Section 7.6).

8.6 Notice of Incidents; Cooperation.
Each party shall promptly notify the other of any incident that is reasonably likely to give rise to a claim (e.g., collision, cargo compromise, theft, spill, significant delay, PHI exposure). The parties will cooperate in good faith with reasonable requests for information, photographs, logs, and statements to facilitate claim evaluation, mitigation, and insurance reporting. Client must follow the claims timelines in Section 7.14.

8.7 Indemnification by Client.
To the maximum extent permitted by law, Client will defend, indemnify, and hold harmless Road Rush, its affiliates, officers, employees, and Contractors against any third-party claims, demands, suits, losses, liabilities, damages, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) Client’s breach of these Terms or any SOW;
(b) Client’s misdeclaration of contents, failure of packaging/labeling/required documentation, or tender of prohibited/restricted items;
(c) Client-Caused Exceptions (Section 6.2(e));
(d) Client’s violation of law, facility policy, or third-party rights; or
(e) property damage or bodily injury at Client’s site caused by Client’s negligence or willful misconduct.
This indemnity is subject to Section 7 (limitations/exclusions) except to the extent such application is prohibited by law.

8.8 Indemnification by Road Rush.
To the maximum extent permitted by law, Road Rush will defend, indemnify, and hold harmless Client and its officers and employees from third-party claims for bodily injury or tangible property damage to the extent directly caused by the negligence or willful misconduct of Road Rush (or its employees) in performing the Services. This indemnity does not apply to: (i) cargo/property being transported (governed by Sections 7 and 8.5); (ii) economic loss, business interruption, or consequential damages; (iii) incidents resulting from Client-Caused Exceptions; or (iv) PHI/data matters, which are governed by Section 8.9 and any BAA. This indemnity is subject to Section 7 unless prohibited by law.

8.9 PHI, Confidential Information, and Data Security.
(a) PHI (HIPAA). Where the Services involve PHI and a Business Associate Agreement (BAA) is executed, the BAA governs each party’s duties and remedies with respect to PHI. In the event of a conflict between these Terms and a BAA, the BAA controls regarding PHI.
(b) Confidential Information. Each party protects the other’s confidential information per Sections 4.14 and 9 (to be drafted). Remedies for unauthorized disclosure are limited as set forth in Section 7; equitable relief may be sought where appropriate.
(c) Cyber Events. Road Rush maintains commercially reasonable administrative, physical, and technical safeguards for its systems proportionate to its role as a logistics provider. Client remains responsible for its own systems and integrations. Except as expressly stated in a BAA or SOW, Road Rush’s liability for data incidents is limited by Section 7.

8.10 Tender of Defense; Settlement.
The indemnified party shall promptly notify the indemnifying party of any claim subject to indemnity and grant control of the defense to the indemnifying party, who may select counsel reasonably acceptable to the indemnified party. The indemnified party may participate at its own expense and must reasonably cooperate. No settlement that imposes admission of fault or non-monetary obligations on the indemnified party may be entered without that party’s prior written consent (not to be unreasonably withheld).

8.11 Subrogation & Recovery.
To the extent permitted by law and insurance policy terms, each party’s insurers waive subrogation rights against the other party when required by SOW and evidenced on COIs. Any recovery from third parties (including partner carriers) related to a loss will be allocated consistent with applicable law, insurer rights, and these Terms’ limitations.

8.12 Survival.
This Section 8, together with the limitations and procedures in Section 7, survives completion, cancellation, or termination of the Services and applies to all claims and incidents arising from or related to the Agreement.

9. Confidentiality & HIPAA Compliance

9.1 Definitions.
(a) Confidential Information means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential under the circumstances, including: business plans, pricing, client lists, SOPs, route structures, security procedures, access codes/badges, system credentials, and any non-public operational data.
(b) PHI means “protected health information” as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, “HIPAA”).
(c) Minimum Necessary has the meaning set forth in HIPAA: access, use, or disclosure limited to the minimum amount necessary to accomplish the intended purpose.

9.2 General Confidentiality Obligations.
Each party shall: (i) use the Discloser’s Confidential Information solely to perform or receive the Services; (ii) not disclose it to any third party except to personnel, Contractors, or advisors with a need-to-know and who are bound by confidentiality obligations no less protective than this Section; and (iii) protect it using at least the same degree of care used to protect its own similar information and not less than a commercially reasonable standard. Recipient remains responsible for compliance by those to whom it lawfully discloses.

9.3 Permitted Disclosures.
Confidential Information may be disclosed as required by law, regulation, subpoena, or court/government order, provided that (where legally permitted) the Recipient gives the Discloser prompt written notice to allow the Discloser to seek protective treatment. De-identified or aggregated data that cannot reasonably identify a party is not Confidential Information.

9.4 Exclusions.
Confidentiality obligations do not apply to information that: (a) is or becomes public through no fault of the Recipient; (b) was rightfully known to the Recipient without restriction prior to disclosure; (c) is independently developed without use of the Discloser’s Confidential Information; or (d) is rightfully received from a third party without confidentiality obligation.

9.5 Return/Destruction.
Upon written request or termination, the Recipient will promptly return or securely destroy the Discloser’s Confidential Information in its possession or control, except that (i) one archival copy may be retained solely to demonstrate compliance or for legal recordkeeping, and (ii) information stored in routine backups may be retained until overwritten under standard retention cycles. Confidentiality continues to apply to retained copies.

9.6 Confidentiality Survival.
Confidentiality obligations survive indefinitely, except as otherwise required by law.

9.7 HIPAA Role & Applicability.
(a) Transport-Only Default. Road Rush is a transport provider. In many engagements we do not access PHI beyond names, facility details, or identifiers incidental to pickup/delivery. Where Road Rush does not receive, create, maintain, or transmit PHI on a covered entity’s behalf in a manner constituting a business associate function, Road Rush is not a HIPAA business associate for that engagement.
(b) BAA When Required. If Client’s use of the Services requires Road Rush to receive, create, maintain, or transmit PHI in a business associate capacity, the parties will execute a Business Associate Agreement (BAA). In the event of conflict between these Terms and a BAA as to PHI, the BAA controls.

9.8 Use and Disclosure of PHI (When BAA Applies).
Where a BAA is in effect, Road Rush shall, in relation to PHI:

(a) Permitted Uses/Disclosures. Use and disclose PHI only as permitted by the BAA, as required to perform the Services, or as required by law;
(b) Minimum Necessary. Limit access and disclosure to the Minimum Necessary;
(c) Subcontractors. Ensure any subcontractor or Contractor that creates, receives, maintains, or transmits PHI on Road Rush’s behalf agrees to written obligations no less protective than those in the BAA and this Section;
(d) Safeguards. Implement administrative, physical, and technical safeguards appropriate for a transportation provider handling incidental PHI (e.g., device passcodes, access controls, need-to-know restrictions, secure disposal of printed forms, and secure capture/transmission of POD/chain-of-custody data).

9.9 Security Practices (Data & Physical).
Road Rush maintains commercially reasonable safeguards proportionate to its role, including:

·       Access Controls: role-based access to dispatch systems, credential management, and revocation upon separation or de-authorization;

·       Device Hygiene: passcodes/biometric locks on driver devices used for dispatch/POD; device-level encryption where supported; requirement to report lost/stolen devices;

·       Transmission: use of encrypted channels where offered by the platform for system login and data transfer;

·       Physical Security: reasonable protection of printed manifests/forms, avoidance of leaving documents visible in unattended vehicles, and lockbox/badge handling in accordance with facility rules;

·       Training & Awareness: orientation for Contractors on confidentiality, exception escalation, and PHI awareness for medical routes;

·       Data Retention: retention of operational records (POD, timestamps, GPS breadcrumbs where available) per business and legal requirements, then secure deletion/disposal.

9.10 Incident Response & Breach Notification.
(a) Operational Incidents. For non-PHI Confidential Information, Road Rush will notify Client without undue delay after confirming a material unauthorized access, disclosure, or loss within Road Rush’s control, and will provide available information and reasonable cooperation.
(b) PHI Breach (BAA Applies). If Road Rush determines that a Breach of unsecured PHI (as defined by HIPAA) has occurred, Road Rush will notify Client without unreasonable delay and no later than the notification timeline in the BAA (commonly within 10 business days of determination), including the elements required by HIPAA to the extent known at the time.
(c) Mitigation. Road Rush will take reasonable steps to mitigate harmful effects and prevent recurrence, and will cooperate with Client’s lawful breach response, including documentation to support regulatory reporting if applicable.
(d) Scope Determination. Client and Road Rush will act in good faith to determine the scope of any incident and appropriate notifications consistent with HIPAA, other applicable laws, and the BAA.

9.11 Chain-of-Custody & Documentation (Medical Work).
When requested and feasible, Road Rush will support Client’s chain-of-custody process by: (i) capturing custody events at pickup, transfers, and delivery; (ii) collecting required signatures/initials or facility scans when available; and (iii) recording timestamps and, where permitted, photos. Absence of a wet signature due to facility policy or safety rules does not alone establish mishandling (see Section 7).

9.12 Data Subject Rights & Requests.
(a) PHI Requests. Road Rush does not respond directly to individuals’ HIPAA rights requests (access, amendment, accounting). Road Rush will promptly forward any such request to the Client if received and cooperate as required by the BAA.
(b) Other Privacy Rights. For non-PHI data under general privacy laws (e.g., access or deletion), Road Rush will process requests consistent with its Privacy Policy and any applicable law; Client remains responsible for requests relating to Client-controlled data in Client systems.

9.13 Retention & Destruction (Operational Records).
Road Rush retains operational records (dispatch logs, POD, exception notes, GPS breadcrumbs where available) for periods consistent with business needs, legal requirements, and any SOW/BAA commitments. After the applicable retention period, records are deleted or destroyed in a commercially reasonable manner.

9.14 Messaging & PHI.
Client acknowledges that ordinary SMS is not a HIPAA-secure medium. Where PHI must be communicated, Client agrees to (i) avoid including PHI in unencrypted SMS/email where feasible, or (ii) use Client-provided secure messaging channels or portals; and (iii) include only the Minimum Necessary if unencrypted channels are unavoidable for operational reasons (e.g., short pickup codes or non-identifying reference numbers).

9.15 Equitable Relief.
Unauthorized use or disclosure of Confidential Information (including PHI) may cause irreparable harm. In addition to any other remedies, a party may seek injunctive or equitable relief to prevent or curtail actual or threatened breaches, without the need to post a bond where permitted by law.

9.16 Contact for Security & Privacy.
Security or privacy questions, suspected incidents, or PHI concerns should be directed to: hello@roadrushenterprises or (267) 609-4655. For PHI matters subject to a BAA, please reference your BAA contact channel if different.

10. Intellectual Property Rights

10.1 Definitions.
(a) Road Rush IP means all intellectual property owned, developed, or licensed by Road Rush Enterprises LLC (“Road Rush”) prior to or independently of this Agreement, and any enhancements, derivatives, modifications, or new works created by or for Road Rush in the course of providing the Services. Road Rush IP includes, without limitation, trademarks (e.g., “Road Rush Enterprises,” logos, trade dress), websites, portals, software, APIs, dispatch systems, route structures and optimizations, SOPs, forms and templates, documentation, reports, photos taken by Road Rush personnel for POD/operational purposes, and know-how.
(b) Client Materials means content, data, marks, documents, packaging, labels, forms, credentials, access codes, chain-of-custody sheets, and instructions furnished by Client or its designees for use in connection with the Services.
(c) Deliverables means any reports, manifests, status exports, or documentation generated during performance of the Services for Client (excluding the underlying Road Rush IP).

10.2 Ownership.
(a) Road Rush IP. Road Rush and its licensors retain all right, title, and interest in and to the Road Rush IP. No rights are granted by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.
(b) Client Materials. As between the parties, Client retains all right, title, and interest in and to the Client Materials. Client is solely responsible for obtaining all rights and permissions necessary for Road Rush to use the Client Materials as contemplated herein.
(c) Deliverables. Subject to Road Rush’s underlying IP rights, Client has a non-exclusive, worldwide, royalty-free, perpetual license to use Deliverables generated specifically for Client’s orders for Client’s internal business purposes (e.g., recordkeeping, audits, reconciliation). Road Rush may retain copies for legal, operational, and archival purposes.

10.3 License to Perform the Services.
Client hereby grants Road Rush a non-exclusive, worldwide, royalty-free license during the Term to use, reproduce, display, distribute, and process the Client Materials solely as necessary to perform the Services and comply with law, facility rules, and this Agreement (including POD, exception photos where permitted, and chain-of-custody documentation).

10.4 Limited Client License to Systems.
If Road Rush provides access to any portal, API, app, or software, Road Rush grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use such systems solely for Client’s internal use of the Services during the Term, subject to this Agreement and any posted or provided usage guidelines. Client shall not: (a) copy, modify, adapt, translate, or create derivative works of the systems; (b) reverse engineer, decompile, disassemble, or attempt to discover source code; (c) remove or obscure proprietary notices; (d) use for benchmarking or competing product development; or (e) allow unauthorized third-party access.

10.5 Trademarks; Publicity.
(a) Road Rush Marks. Client may not use Road Rush names, logos, or marks without Road Rush’s prior written consent, except for factual, non-promotional references (e.g., listing Road Rush as a vendor) consistent with fair use.
(b) Client Marks. With Client’s prior consent (email suffices), Road Rush may display Client’s name, logo, and basic factual description of the engagement in non-confidential marketing materials (e.g., website client list). Either party may revoke consent upon written notice for future materials.
(c) No Endorsements. Neither party will state or imply the other endorses its products or services without a separate written endorsement agreement.

10.6 Feedback.
If Client or its users provide suggestions, comments, improvements, or other feedback relating to the Services or Road Rush IP (“Feedback”), Client grants Road Rush a perpetual, irrevocable, worldwide, royalty-free license to use, disclose, reproduce, modify, license, and otherwise exploit the Feedback for any purpose, without obligation or attribution. Feedback is not Client Confidential Information unless specifically identified as such and accepted by Road Rush in writing.

10.7 Third-Party Materials.
The Services may involve third-party software, platforms, data, maps, messaging, and hosting. Such materials are owned by their respective providers and may be subject to additional terms. Client’s rights to third-party materials are limited to those granted by the provider. Road Rush is not responsible for third-party terms or service changes outside its control.

10.8 Content and Warranty by Client.
Client represents and warrants that: (a) it owns or has all necessary rights to the Client Materials and any marks or content supplied to Road Rush; (b) the Client Materials and their use by Road Rush as permitted herein do not infringe, misappropriate, or violate any third-party rights or applicable laws; and (c) Client Materials do not contain malware, harmful code, or undisclosed sensitive data beyond what is reasonably necessary for the Services.

10.9 No Sale; Reservation of Rights.
The Services, Road Rush systems, and any access granted hereunder are licensed, not sold. Except for the limited licenses expressly granted, each party reserves all rights not expressly granted to the other.

10.10 Takedown; Infringement Claims.
(a) Notice. If Client believes that any content used or provided by Road Rush in connection with the Services infringes Client’s rights, Client shall notify Road Rush at hello@roadrushenterprises with a detailed description of the alleged infringement, the specific content at issue, supporting documentation, and requested action.
(b) Response. Road Rush will review in good faith and, where appropriate, remove or disable the challenged content, request additional information, or deny the request with an explanation.
(c) Repeat Offenders. Road Rush may suspend access or remove content for repeat or egregious violations.
(d) Preservation. Road Rush may preserve records reasonably necessary to evaluate and resolve the claim.

10.11 Confidentiality Intersection.
Use of Client Materials and Deliverables remains subject to Section 9 (Confidentiality & HIPAA). To the extent Client Materials contain PHI or other sensitive data, Section 9 (and any BAA) governs handling and retention.

10.12 Equitable Relief.
Unauthorized use or disclosure of Road Rush IP or Client Materials may cause irreparable harm. The injured party may seek injunctive relief in addition to any other available remedies, without posting a bond where permitted by law.

10.13 Survival.
This Section 10 survives termination or expiration of the Agreement.

11. Electronic Communications & Consent to SMS/Email

11.1 Scope.
This Section governs all electronic communications between Road Rush Enterprises LLC (“Road Rush”) and the Client and its authorized contacts, including SMS/text messages, emails, automated voice notices, and in-portal notifications related to the Services.

11.2 Types of Messages.
(a) Transactional/Operational. Order acknowledgments, dispatch notices, ETA updates, arrival alerts, proof-of-delivery (POD), exception notices, re-attempt/return coordination, invoice/statement delivery, and critical service advisories.
(b) Account/Relationship. Account setup or verification, password resets, policy updates, rate card/SOW updates, satisfaction surveys, and service quality checks.
(c) Marketing/Promotional (Optional). Non-essential messages about new services, limited-time offers, seasonal surges, and newsletters. Marketing messages are opt-in and not required to use the Services.

11.3 Consent & Opt-In.
By providing a phone number or email, the Client represents it has authority to receive messages at those points of contact and consents to Road Rush sending Transactional/Operational and Account/Relationship communications. Marketing/Promotional messages require separate, express opt-in by the contact (e.g., checkbox on a form, reply “YES”, or comparable affirmative action). Client is responsible for ensuring its users/recipients have authorized receipt at numbers/emails it submits to Road Rush.

11.4 How We Obtain Consent.
We may capture consent via: (i) website/app forms, (ii) signed SOWs or service documents, (iii) in-portal settings, (iv) SMS keyword responses, or (v) recorded verbal consent for time-sensitive operations (with subsequent written confirmation). Road Rush maintains reasonable records of the source, date/time, and scope of consent.

11.5 Opt-Out / Revocation of Consent.
(a) SMS: Reply STOP to any message to opt out of that program/number; you may receive a final confirmation text. For help, reply HELP.
(b) Email: Click the unsubscribe link in marketing emails or email hello@roadrushenterprises with “Unsubscribe” in the subject.
(c) Transactional Necessity. If you opt out of SMS/email, you may still receive transactional notices where reasonably necessary to complete an order (e.g., delivery arrival) or as required by law—unless you request alternative contact methods.
(d) Cross-Channel Respect. We will apply your opt-out to the relevant channel and program. You may separately opt out of marketing while retaining operational updates.

11.6 Message Frequency & Rates.
Message frequency varies by order volume, exception activity, and chosen notification settings. Message and data rates may apply from your carrier. Road Rush does not charge separate messaging fees to recipients.

11.7 Program Descriptions (Illustrative).
(a) Operations Alerts: Order status, dispatch/ETA, POD, exception/resolution.
(b) Account & Policy: Password resets, account verification, policy or ToS updates.
(c) Promotions (Opt-In): Service updates, seasonal capacity, and rate incentives.

Each program’s purpose and opt-out method will be stated at the point of collection or in the first message.

11.8 Quiet Hours & DNC.
For marketing SMS and autodialed calls, Road Rush will observe applicable “Do-Not-Call” (DNC) and quiet-hour rules under federal/state law. Transactional notifications tied to live deliveries may occur outside marketing quiet hours when operationally necessary.

11.9 Accuracy of Contact Information.
Client must keep contact information current and ensure that numbers or emails provided belong to persons who have authorized contact. If a number is reassigned or an employee leaves, Client will promptly update or remove the contact to avoid messages to unintended recipients.

11.10 Third-Party Messaging Providers & Carriers.
Road Rush may use vetted messaging platforms, email service providers, and telecom carriers to deliver communications. Delivery is subject to carrier coverage, filtering, throttling, and outages outside Road Rush’s control. Road Rush is not liable for delayed or undelivered messages caused by carrier or internet issues.

11.11 Regulatory Compliance.
Road Rush strives to comply with applicable messaging and privacy rules, including:

·       TCPA (Telephone Consumer Protection Act) & FCC rules for autodialed/automated messages and consent;

·       CTIA guidelines for short codes and A2P (application-to-person) messaging;

·       CAN-SPAM for commercial emails; and

·       State privacy/communications laws as applicable.

Client shall comply with laws governing any contact data it supplies to Road Rush (e.g., obtaining consent from its employees, customers, or facility contacts).

11.12 Prohibited Content in Messages.
Client will not request that Road Rush transmit content that is unlawful, deceptive, defamatory, harassing, or that includes PHI beyond the Minimum Necessary (see Section 9.14). SMS is not HIPAA-secure; for PHI, use Client-approved secure channels.

11.13 Records & Retention.
Road Rush may retain logs of messaging events (timestamps, routing metadata, templates used, and opt-in/opt-out records) for operational integrity, audit, and dispute resolution, consistent with our retention schedules and Privacy Policy.

11.14 Security & Phishing.
Road Rush will not request passwords or full payment card details via SMS. Be cautious of phishing. If you receive suspicious messages purporting to be from Road Rush, contact hello@roadrushenterprises or (267) 609-4655.

11.15 Not for Emergencies.
Electronic messages from Road Rush are not a substitute for emergency communications. For immediate hazards or medical emergencies, call 911 or your local emergency number. Operational escalations should be directed to your dispatcher and (267) 609-4655.

11.16 International Messaging.
Road Rush’s primary operations and messaging programs target U.S. recipients. International delivery of messages may not be available or may require additional consents under foreign law. Client is responsible for ensuring lawful contact of non-U.S. recipients if requested.

11.17 Changes to Messaging Programs.
We may modify or discontinue messaging programs, numbers, or sending domains to improve deliverability or comply with carrier policies. Material changes to marketing programs will be communicated where feasible; transactional programs may change without notice to maintain operations.

11.18 Contact for Messaging Questions.
Questions about this Section or to report messaging issues: hello@roadrushenterprises or (267) 609-4655. For SMS help, reply HELP to any program message for instructions.

12. User Accounts & Security (If Enabled)

12.1 Account Creation & Eligibility.
If Road Rush provides a client portal, web app, mobile app, or API (collectively, the “Platform”), Client may request one or more user accounts for authorized personnel. By requesting or using an account, Client represents that each user is at least 18 years old, acting within the scope of employment/agency, and bound by these Terms and any posted Platform guidelines.

12.2 Role-Based Access & Least Privilege.
Client is responsible for assigning appropriate roles/permissions (e.g., Admin, Dispatcher, Read-Only) and limiting access to the minimum necessary to perform job duties. Client must promptly deprovision users who change roles or separate from employment.

12.3 Credentials, MFA, and Password Hygiene.
Each user must keep credentials confidential and not share passwords or MFA codes. Road Rush may (and strongly recommends) require multi-factor authentication (MFA). Minimum password standards, rotation, and lockout thresholds may be enforced by the Platform.

12.4 API Keys & Integrations.
If Road Rush issues API keys, they are environment-specific, confidential, and limited to the stated purpose. Client must: (a) store keys securely (e.g., secrets manager); (b) not embed keys in public code repositories; (c) rotate keys upon suspicion of compromise; and (d) honor any rate limits, payload caps, and fair-use rules. Road Rush may throttle or revoke keys that degrade service stability or violate policy.

12.5 Acceptable Use.
Client and its users shall not: (a) probe, scan, or test the Platform for vulnerabilities; (b) bypass security or access controls; (c) scrape at scale without written permission; (d) upload malware or harmful code; (e) attempt to reverse engineer any component; (f) use the Platform to transmit unlawful, harassing, defamatory, or deceptive content; or (g) misuse messaging tools to send unsolicited or non-compliant communications (see Section 11).

12.6 Data You Submit; Accuracy & Lawfulness.
Client is responsible for the accuracy, quality, and legality of data submitted to the Platform (addresses, contact info, instructions, PHI where permitted, etc.). Do not submit data you are not lawfully authorized to provide. For PHI or other sensitive data, see Section 9 and any BAA.

12.7 Security Practices.
Road Rush maintains commercially reasonable administrative, technical, and physical safeguards proportionate to its role as a logistics provider, including: TLS encryption for logins and APIs, role-based access, audit logging, and least-privilege administration. No system is 100% secure; Client acknowledges residual risk and agrees to follow best practices on its side (endpoint security, network protections, user training).

12.8 Uptime, Maintenance & Changes.
The Platform may be unavailable for scheduled maintenance, urgent security updates, third-party outages, or Force Majeure. Road Rush may modify features, endpoints, or UI to improve performance or compliance. Material breaking API changes will be communicated with reasonable advance notice when feasible.

12.9 Incident Reporting & Response.
Client must promptly notify Road Rush at hello@roadrushenterprises of any suspected credential compromise, unauthorized access, or security incident affecting the Platform or integrations. Road Rush will investigate good-faith reports and may require password resets, key rotation, or temporary suspension to protect system integrity.

12.10 Suspension for Risk.
Road Rush may suspend or restrict Platform access (user, account, API key, or IP range) if it reasonably believes: (a) the account is compromised; (b) use violates law or these Terms; (c) activity threatens system stability or other clients; or (d) non-payment or credit risk exists (see Section 5). Road Rush will notify Client (where practicable) and restore access when the issue is resolved.

12.11 Third-Party Single Sign-On (SSO).
If SSO is enabled (e.g., SAML/OIDC), Client is responsible for identity lifecycle (provisioning/deprovisioning), MFA policy, and assertion accuracy. SSO outages attributable to Client’s identity provider are outside Road Rush’s control.

12.12 IP Allowlisting & Geofencing (Optional).
Road Rush may offer IP allowlisting or geofencing. If enabled, Client must furnish and maintain accurate IP ranges/locations; misconfiguration may block access, and Road Rush has no liability for access denial caused by incorrect allowlists.

12.13 Logs, Monitoring & Privacy.
The Platform may collect audit logs (logins, API calls, configuration changes) for security and troubleshooting. Operational telemetry (e.g., device type, OS, browser version) may be captured to improve stability. Log retention follows Road Rush schedules (see Privacy Policy and Section 9).

12.14 Exports & Backups.
Client may request reasonable exports of its operational data (orders, POD metadata, invoices) in a standard format. Export frequency and scope may be limited to preserve performance and security. Client is responsible for backups of data stored in Client systems or downstream integrations.

12.15 Support & Contact.
Operational support requests should be submitted via the designated help channel or hello@roadrushenterprises. For urgent delivery exceptions, call (267) 609-4655 (see Section 6.12). Platform support hours and SLAs, if any, may be defined in the SOW.

12.16 Termination & Return/Deletion of Data.
Upon termination of Services or Platform access, Road Rush will disable accounts/keys and, upon written request, will provide a one-time export of Client’s operational data then in Road Rush’s system of record (subject to legal retention). Thereafter, Road Rush will delete or archive data per its retention schedules, except as required by law or to enforce rights under these Terms.

12.17 Compliance Audits (Reasonable Scope).
For regulated engagements (e.g., healthcare), and upon reasonable prior notice, Road Rush will provide available documentation of relevant security controls and training appropriate to its role (not source code, penetration test details, or confidential vendor contracts), subject to confidentiality and export restrictions.

12.18 Survival.
Client obligations around credential management, acceptable use, and post-termination data handling survive termination to the extent necessary to effectuate these Terms.

13. Termination of Services

13.1 Term; Renewal.
These Terms remain in effect from the Effective Date until terminated as provided herein. If a Statement of Work (SOW) specifies a term, that SOW governs for the covered services and (unless stated otherwise) renews automatically month-to-month after the initial term, subject to termination under this Section.

13.2 Termination for Convenience.
Either party may terminate (a) these Terms in full, or (b) any individual SOW, for convenience upon 30 days’ prior written notice. Convenience termination does not cancel charges for Services already performed or scheduled within the notice period unless the parties agree otherwise in writing.

13.3 Termination for Cause (Material Breach).
Either party may terminate these Terms or any SOW immediately upon written notice if the other party commits a material breach and fails to cure within the applicable cure period:

·       Payment Breach: If Client fails to pay undisputed amounts within 10 days after written notice of delinquency (see Section 5.12), Road Rush may suspend Services and/or terminate affected SOWs.

·       Operational/Safety Breach: If either party materially violates law, safety rules, or these Terms in a way that jeopardizes people, property, data security, or regulatory compliance, the non-breaching party may terminate immediately or after up to a 10-day cure period, as circumstances reasonably allow.

·       Other Material Breach: 30 days to cure after written notice identifying the breach in reasonable detail.

13.4 Insolvency & Similar Events.
Either party may terminate immediately upon written notice if the other party: (a) becomes insolvent, makes a general assignment for the benefit of creditors, or admits inability to pay debts as they come due; (b) files or has filed against it any petition in bankruptcy that is not dismissed within 60 days; or (c) has a receiver or similar officer appointed for substantially all assets.

13.5 Regulatory or Facility Restrictions.
If a change in law, regulation, licensure, payer rules, or facility policy renders performance illegal, impracticable, or materially restricted (e.g., healthcare handling requirements, access credentials, badging bans), either party may suspend or terminate affected Services or SOWs upon written notice. The parties will confer in good faith to implement compliant alternatives before termination where feasible.

13.6 Extended Force Majeure.
If a Force Majeure event (Section 7.9) materially prevents performance for 15 consecutive days (or the period stated in the SOW), either party may terminate the impacted Services or SOW on written notice without liability, except for payment of amounts due for Services rendered prior to termination.

13.7 Suspension (Short of Termination).
Road Rush may suspend Services or Platform access (Section 12.10) with written notice if: (a) Client’s account is past due; (b) use presents a security, safety, or legal risk; (c) Client breaches Section 3 (Responsibilities), Section 9 (Confidentiality/HIPAA), or Section 11 (Messaging) in a manner requiring immediate mitigation; or (d) Client refuses reasonable operational instructions. Suspension will continue only as long as reasonably necessary to address the issue.

13.8 Effect of Termination or Suspension.
Upon termination or suspension of any Services/SOW:

(a) Open Orders. The parties will cooperate to complete in-flight orders where safe and lawful. Road Rush may, at Client’s written request, return undelivered items to origin or a designated site at Client’s cost (see Sections 6.7 and 5.16).
(b) Wind-Down. Unless termination is immediate for safety/illegality, the parties will implement a commercially reasonable wind-down to minimize disruption (e.g., finish the day’s pickups, complete active medical runs, transfer badges/lockbox codes, reconcile manifests).
(c) Fees. Client shall promptly pay all amounts due for Services performed, accessorials, pass-throughs, and reasonable wind-down charges incurred per Rate Card/SOW.
(d) Equipment & Access. Each party will return or disable access devices, badges, keys, lockbox codes, portal/API credentials, and any other access media.
(e) Records. Road Rush will retain operational records per its retention schedule; upon Client’s written request within 30 days of termination, Road Rush will provide a one-time export of Client’s available operational data then in Road Rush’s system of record (orders, POD metadata, invoices) in a standard format.
(f) Confidential Information. Each party will return or securely destroy the other party’s Confidential Information as required by Section 9.5 and any BAA.
(g) Marketing/References. Upon request, Road Rush will remove Client logo/mark from new marketing uses (Section 10.5); existing print or archived materials need not be recalled.

13.9 Wind-Down Assistance (If Requested).
If Client reasonably requests transition assistance (e.g., orderly handoff to a successor carrier), Road Rush will provide commercially reasonable cooperation for up to 30 days after termination, at the hourly or project rates set forth in the Rate Card/SOW (or mutually agreed), including:

·       Scheduling guidance, route matrices, stop lists, and typical service windows;

·       Badging/escort process references (without disclosing third-party confidential data);

·       Transfer of non-proprietary chain-of-custody form templates used for Client;

·       A single coordination call to finalize cutover and confirm exception handling.

13.10 No Penalty for Lawful Termination.
Except as expressly stated in an SOW (e.g., early termination fees for dedicated capacity), a party exercising its termination rights in accordance with this Section incurs no penalty beyond payment of undisputed amounts for Services rendered and agreed wind-down charges.

13.11 Survival.
The following provisions survive termination or expiration of these Terms and any SOW: Sections 1.10–1.11, 2.11, 3.12–3.17, 5 (as to amounts owed), 6.10–6.15, 7, 8, 9, 10.2–10.3, 10.6, 10.9–10.13, 11.11–11.15, 12.16–12.18, 13.8–13.11, 14 (when drafted), and any other term which by its nature should survive.

13.12 Form of Notice.
Termination, suspension, and breach notices must be in writing and sent to the other party’s designated operational or legal contact. Email to hello@roadrushenterprises with the subject line “NOTICE – [Termination/Suspension/Cure] – [Client Name]” is acceptable; notices are effective upon receipt (or the next business day if sent outside business hours).

13.13 No Waiver of Other Remedies.
Termination, suspension, or issuance of credits does not waive any other rights or remedies available at law or in equity, including claims for unpaid amounts or breach of confidentiality.

14. Governing Law & Dispute Resolution

14.1 Governing Law.
This Agreement and any dispute, claim, or controversy arising out of or relating to it or the Services (each, a “Dispute”) are governed by the laws of the State of New Jersey, without regard to its conflicts-of-law rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

14.2 Good-Faith Resolution First (30 Days).
Before filing a claim in court or commencing arbitration, the parties will try to resolve any Dispute informally:

·       The complaining party must email a Notice of Dispute to hello@roadrushenterprises with “NOTICE – DISPUTE” in the subject, describing the issue, facts, and requested relief.

·       The parties will meet (phone or video acceptable) within 10 business days of the notice and work in good faith for 30 days from receipt to resolve the Dispute.

Either party may seek temporary injunctive relief during this period where necessary to prevent irreparable harm (see 14.7).

14.3 Arbitration Agreement (Business-to-Business).
Except as provided in 14.4 (Small Claims) and 14.7 (Injunctive Relief/Excluded Claims), any Dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (including, if applicable, the Expedited Procedures).

·       Seat & Law. The seat of arbitration is Newark, New Jersey (or another New Jersey location mutually agreed). New Jersey law governs per 14.1.

·       Arbitrator. One neutral arbitrator with at least five (5) years’ experience in commercial contracts/logistics will be appointed pursuant to the AAA rules.

·       Hearing Method. At the arbitrator’s discretion, hearings may be conducted in person, by video, or on documents only for claims suitable for expedited resolution.

·       Discovery & Schedule. Discovery will be tailored to the needs of the case and proportional. The arbitrator will strive to issue a reasoned award within 90 days after the merits hearing closes.

·       Confidentiality. The arbitration (including submissions, testimony, and award) is confidential, except to the extent disclosure is necessary to enforce or challenge the award, satisfy regulatory requirements, or as otherwise required by law.

·       Judgment. The award may be entered in any court of competent jurisdiction. The arbitrator may award monetary damages and equitable relief available under applicable law subject to the limitations of Section 7.

14.4 Small Claims Option.
Either party may bring an individual claim in New Jersey small claims court (or equivalent) for disputes within that court’s jurisdictional limits instead of arbitration.

14.5 Class Action & Representative Action Waiver.
To the maximum extent permitted by law, each party waives any right to bring claims as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. The arbitrator may not consolidate claims of multiple parties or preside over any form of representative proceeding.

14.6 Jury Trial Waiver (Court Claims).
For any claim that proceeds in court (including to enforce or set aside an arbitral award or for claims excluded by 14.7), each party knowingly and irrevocably waives any right to a jury trial.

14.7 Injunctive Relief & Excluded Claims.
Notwithstanding 14.3, either party may seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction in New Jersey without first arbitrating (or while arbitration is pending) for claims involving: (a) Confidential Information or trade secrets (Section 9); (b) intellectual property (Section 10); (c) unauthorized access, security, or data misuse (Sections 9 & 12); or (d) non-solicitation/circumvention violations (Section 4.11). The merits of such claims, including damages, shall be arbitrated if not otherwise resolved.

14.8 Venue for Court Proceedings.
For any permitted court action under this Section (including enforcement of an award), the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New Jersey, and waive any objection to inconvenient forum.

14.9 Fees & Costs.
Each party bears its own attorneys’ fees and costs, except where a statute or the AAA rules require otherwise or where the arbitrator (or court) determines a party pursued claims or defenses frivolously or in bad faith, in which case fees and costs may be awarded consistent with applicable law. Administrative and arbitrator fees will be allocated per AAA rules unless the arbitrator determines a different allocation is warranted.

14.10 Time Limits.
Claims must be brought within the time limits stated in Section 7.14(f) (one year from the event giving rise to the claim) or the minimum period required by law if longer. This limitation applies to arbitration and court proceedings.

14.11 Severability & Survival.
If any part of this Section 14 is found unenforceable, it will be severed and the remainder enforced to the fullest extent permitted by law; however, 14.5 (Class Waiver) may not be severed to permit a representative proceeding. This Section survives termination or expiration of the Agreement.

14.12 30-Day Arbitration Opt-Out.
Client may opt out of the arbitration agreement (but not the class-action waiver) by sending a written opt-out notice to hello@roadrushenterprises within 30 days after first accepting these Terms, including Client’s legal name, address, and an authorized signature. Opting out applies prospectively and does not affect prior proceedings.

15. Amendments to Terms

15.1 Right to Modify.
Road Rush may modify these Terms from time to time to reflect operational changes, new features, legal or regulatory updates, or improvements to clarity. The updated Terms will indicate a new Effective Date at the top.

15.2 Notice of Material Changes.
For material changes that adversely affect Client’s rights or obligations, Road Rush will provide notice by one or more of: (a) email to the billing or administrative contact on file, (b) an in-portal banner or interstitial, or (c) a website notice reasonably calculated to reach current clients.

15.3 Effective Date of Updates.
Unless otherwise stated in the notice, updates become effective on the stated Effective Date. If a change is required by law or relates to security or system stability, it may take effect immediately.

15.4 Continued Use as Acceptance.
Client’s continued ordering or use of the Services after the Effective Date of updated Terms constitutes acceptance of the updates. If Client does not agree, Client must stop using the Services before the Effective Date and may terminate per Section 13.

15.5 Order of Precedence.
If there is a conflict between these Terms and a Statement of Work (SOW), Business Associate Agreement (BAA), or other signed document, the order of precedence is: (1) the signed SOW/BAA or other executed agreement with explicit precedence; (2) these Terms; (3) the Privacy Policy; and (4) any posted guidelines or program descriptions.

15.6 No Retroactive Changes to Past Disputes.
Amendments do not retroactively affect Disputes that arose prior to the Effective Date of the amendment unless required by law.

16. Contact Information

16.1 Operational Contact.

·       Email: hello@roadrushenterprises

·       Phone: (267) 609-4655

Use this contact for order questions, dispatch changes, billing inquiries, and day-to-day operational matters.

16.2 Legal Notices.
Legal notices under these Terms (e.g., breach notices, termination, dispute notices) must be sent to:

·       Email: hello@roadrushenterprises

·       Subject Line: “NOTICE – Legal – [Your Company Name]”

Notices are deemed received when delivered to the Road Rush inbox (or next business day if sent outside business hours). If postal mailing is required by law, we will provide a physical address upon request.

16.3 Security & Privacy Incidents.
Report suspected security incidents or privacy concerns to hello@roadrushenterprises with the subject line “URGENT – Security/Privacy” and include order IDs, dates, and a brief description. For PHI incidents where a BAA exists, use the BAA-designated contact channel if different.

16.4 Emergency Escalation (Operational).
For urgent operational escalations (e.g., live delivery exception), call (267) 609-4655. For emergencies involving personal safety or medical emergencies, call 911.