WABASH MARKETPLACE TERMS OF SERVICE

‍EffectiveDate: December 2, 2025

Please read these Terms of Service (“Terms”) carefully. These Terms are theelectronic contract between you and Linq Venture Holdings LLC d/b/a WabashMarketplace (“Company”, “we”, “us” or “our”) thatgoverns your access to and use of the Marketplace digital platform available at https://marketplace.onewabash.com/ ; https://trailerhawk.ai;  and/or our mobile app as may be made availableas a download or at trailerhawk.ai (collectively, “Platform”),any account that you register via or in order to access suchPlatform (“Account”), and the fleet data and related services accessibleon the Platform (“Services) as further described below.
‍IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE AN ACCOUNT OR USE THE PLATFORMOR THE SERVICES. CLASS ACTIONWAIVER NOTICE: THESE TERMS CONTAIN A PROVISIONREQUIRING YOU TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS. YOU AGREE THAT YOUWAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDEARBITRATION. THIS PROVISION LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROMUS.  

‍1.     Modifications.
We may revise these Terms from time to time. The most current version of these Terms will be made available to you within the Platform. If we make material changesto these Terms, we will notify you via email, your Account or on the Platformby posting a notice prior to the effective date of the changes. By continuingto access or use the Platform, Services, or Account after those changes becomeeffective, you agree to be bound by the revised Terms. Depending on the natureof such changes, you may be required to opt-in to the revised Terms to continueto access the Services or your Account. If you do not agree to the revisedTerms, you may stop use of the Platform and Services and otherwise close yourAccount as set forth below.  Please notethat closing your Account does not close your customer account with Company,but you will no longer be able to access Services via the Platform.  Anyterms and conditions on any transactional or shipment-specific document, suchas any bill of lading, dock receipt, or similar document connected to ashipment does not apply to any Services and is not binding on Company.
 
2.     Privacy Policy.
The Platform is primarily away for you to track and view data about your fleet that we have and collecteither through the Platform or through other services that we provide outsidethe Platform and Services.  Data that wecollect through the Platform and Services that is personally identifiable issubject to our Privacy Policy at https://marketplace.onewabash.com/privacy-policy.  However,personally identifiable information that is collected from your employer or thecompany that you represent is subject to our contract with such entity and, ourData Processing Addendum at https://marketplace.onewabash.com/data-processing-terms applies.
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3.     Content.
a.     The Platform, including text, audio, video, graphics,charts, photographs, interfaces, icons, software, computer code, data,trademarks, logos, slogans, documentation, other components and content, andthe design, selection, and arrangement of content, and all intellectualproperty rights in the foregoing (collectively, the “Content”) isexclusively the property of Company or, as applicable, its vendors orlicensors. Except for the rights expressly granted to you in these Terms, Companyreserves all rights in and to the Platform and Content, including allintellectual property rights.  Companymay change the Content on the Platform, and the Services available through thePlatform, at any time. Company strives to ensure the Content on the Platform isaccurate but makes no assurance or warranty that it is accurate at anypoint.  
b.     The Content may include certain telematics data that Companycollects from our trailers and other equipment provided to you under aUniversal Trailer Pool Subscription Agreement or other lease agreement.  Company may make certain telematics data toyou via the Platform.  All telematicsdata is confidential information of Company. Company grants you a limited nonexclusive license to any telematics datathat Company elects to make available to you for the sole purpose offacilitating your own internal logistics as permitted by the Platform, but forno other purpose.  Any other use ormisuse of Company telematics data is a breach of these Terms and may result inimmediate termination of your Account and access to the Platform andServices.  In the event you elect torelate any telematics data to any Personal Data as defined in the DPA, you doso at your own risk and will indemnify Company from any claims arising from thesame.  You are solely responsible forproviding all driver and other individual notices regarding telematics,including geolocation, and Personal Data.

4.     Accounts.
a.       If you elect to create an Account via the Platform, you will have access to informationregarding your account and transactions with Company, including your fleet, andother Services that we may elect to make available via the Platform from timeto time. You are solely responsible forensuring any data or information you provide Company is accurate and that youhave the legal right to provide such information to Company. You mustprovide true, accurate, and complete information when setting up an Account andyou must keep all Account information current.
b.      You areresponsible for maintaining the confidentiality of your password andusername.  You agree to: (a) keep yourpassword and username confidential and not share it with anyone else, and (b)immediately notify Company of any unauthorized use of your password or accountof which you become aware. You acknowledge and agree that Company is authorizedto act on instructions received through your Account, including any requests,orders, or other communications.  
c.       You are fullyresponsible for all uses of your Accounts. You may permit one or more third parties to connect to your Account forthe purpose of conducting business with you or on your behalf.   If you elect to designate a user to connectto your Account, you will need to tell us what kind of user account to set upand we will send a communication to that individual user to register pursuantto these Terms and connect to your Account. You are responsible for selectingand authorizing any users to connect to your Account and we have no liabilityfor making such Account connections as you direct.  Different user types have access to differentinformation and Services in the Platform. You are responsible for selecting the correct Account type for eachuser.  
d.      If you provide anyinformation that is untrue, inaccurate, not current, or incomplete, or Companyhas reasonable grounds to suspect that such information is untrue, inaccurate,not current, or incomplete, Company may suspend or terminate your account. Companymay, in our discretion, deny access or block any transaction made through yourAccount without prior notice if we believe the security of your Account,password or username or account has been compromised.
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5.     Services.
a.     Useof the Services requires compatible hardware, software, and internet access,each of which may affect the performance of the Services.  Performance of Services may also be dependenton third party networks and coverage that are outside of Company’s control andfor which Company is not responsible.
b.     Servicesmay require use of a mobile device, the use of which may incur fees and chargesimposed on you by your wireless carrier, including but not limited to SMS textmessages, data charges, roaming, air time, or excess and overage charges.  All such fees are your responsibility.  
c.     Servicesmay be subject to fees and/or additional terms and conditions that will be madeavailable to you on the Platform. Specifically, but not limited to, yourTrailer-as-a-Service subscription or lease will be subject to a separate agreement.  Services may not be available in allstates.  
d.     Useof certain Services may require users to download of one or more mobileapplications subject to additional license and use terms, including the drivermobile app available for download or at trailerhawk.ai. Certain features on thePlatform may use certain location data from trailers in a fleet and mayotherwise require use of an individual’s mobile device.  You must allow, and require drivers to allow,Company access to data collected from the Platform as necessary to make suchdata available to you via the Platform.    
e.     CertainServices require the use of certain third-party services.  Company does rely at least in part on thirdparties and third-party services to function, and Company does not guaranteethe accuracy of such services. It is up to you to ensure the services areaccurate. By using the Platform, you agree that we may transfer relevant datato third-parties.  
f.      Whenyou purchase parts, you will be directed to the Wabash Parts website, which isrun and controlled by Wabash National Corporation, not us.  Any purchases will be subject to the WabashParts Terms of Use located here: https://parts.onewabash.com/terms-of-use and the Terms ofSale located here: https://parts.onewabash.com/media/wysiwyg/Legal_Documents/Wabash_Parts_Terms_and_Conditions_of_Sale_2023-05-09.1.pdf (each as may beupdated from time to time as updated by Wabash National Corporation).  We do not control these terms andpolicies.  
g.     Services,features and functions on the Platform may be updated from time to time in ourdiscretion.  We make no warranty orguarantee that we will make any updates or that the Platform will work from allbrowsers or any browser in perpetuity. We may cease any particular Service, feature or function of the Platformat any time without notice.  
h.     Servicesmay only be available in certain geographic areas.  You may not submit any false, inaccurate, ormisleading information in an attempt to hide or mispresent your location.  
i.      We have no obligation to make any Service feature orfunction available to a user that has not agreed or consented to the applicableterms or acknowledged the applicable policies.
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6.     Payment.  
Access to the Platform and its Services issubject to one or more additional fees.  Feeswill be invoiced and payment is due and payable in accordance with the invoiceterms.  If you enroll to make recurringpayments automatically, all charges and fees will be billed to the billingaccount information that you designate during the setup process.  You may update your billing information atany time.   We are not responsible forany failure of your financial institution to process your payment.  All fees are non-refundable.
 
7.     Use Restrictions. •    For any purpose that is illegal, unauthorized, beyond the scope of its intended use, or inorder to engage in,  promote or assistany third party in any activity that violates these Terms;
•     Tointerfere with or disrupt servers or networks used by Company or any thirdparty, violate any third party regulations, policies or procedures, or harassor interfere with another user's use of the Platform;
•     To intercept, monitor, capture, or view any communications with the Platform,whether through the use of a network analyzer, packet sniffer or other deviceor software;
•     Toscrape data, information, or Content from the Platform or use any robot, bot,spider, crawler, scraper, or other automated means or interface not provided byus to access or extract data from the Platform ;
•     ToReverse engineer, decompile, disassemble, decipher, or otherwise attempt toderive the source code for any underlying software or other intellectualproperty used to provide the Platform or Services or circumvent measuresemployed to prevent or limit access to the Platform or its Content;
•     Touse or attempt to use another user’s account without authorization or otherwise impersonate anyperson or entity or misrepresent your affiliation with Company or any otherperson or entity;
•     To frame or utilize framing techniques to enclose, or deep link to, anyname, trademarks, service marks, logo, Content or other proprietary information(including images, text, page layout, or form) of Company without our expresswritten consent;
•     To submit material to us that is unlawful or otherwise infringes the rights of anyperson or entity;
•     To reproduce, duplicate, copy, buy, sell, trade, resell or exploit for anycommercial purpose any portion of the Platform or Services, including yourAccount or Content; or
•     Developany third-party applications that interact with the Platform or Content withoutprior written consent from Company.
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‍8.     Updates and Upgrades. We may occasionally make updates or changes to the Platform andServices. All such releases are in our discretion. If you find any error,issue, or bug in the Platform you may submit Feedback to notify us of theerror, issue, or bug.  If we elect toinstall any such updates or upgrades, the Platform and Services may betemporarily unavailable as we take our systems offline. In certaincircumstances, we may need to suspend, withdraw, or disable the Platform,Services, and Accounts for longer periods while we deploy updates and upgrades.If we anticipate the Platform, Services, or Accounts being impacted, we willuse commercially reasonable efforts to notify you of the same.  Otherwise, we use commercially reasonable effortsto provide support during our regular business hours.
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9.     Your Access to the Platform. Accessto the Platform will continue on a month-to-month basis.  We do not guaranteethat the Platform, Services, Accounts, or any Content will be accurate,available, or uninterrupted.  TheServices are intended to provide you overview and access to certain fleet datathat we may elect to make available to you via the Platform.  The accuracy of such data may depend on oneor more users or devices that are outside of Company’s control.  As a result, we are not responsible forensuring that data is accurate and you rely on data made available to you viathe Platform at your own discretion and risk. We may suspend or discontinue your access to the Platform (includingdisabling any Accounts) or any Services. We will provide notice of suchactivity to you in advance where feasible but reserve the right to take suchactions in our discretion.  The Platformis controlled by Company from its offices within the United States of America. Companymakes no representation that the Platform or Services (or Content available viathe same) are appropriate or available for use in other countries. Those whochoose to access the Platform from locations outside of the United States do soon their own initiative and are responsible for compliance with applicablelocal laws. You may not use or export the Content in violation of U.S. exportlaws and regulations.
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10.   Termination.  You may close your Account and discontinue your use of the Platform atany time. If you elect to do so, termination of your Account does not terminateany other services contract you may have with Company, such as our UniversalTrailer Pool Subscription Agreement.  Youmay contact Company as set forth below to understand other options, if any, toreceive the Services made available via the Platform.  If you violate applicable laws or theseTerms, you are immediately prohibited from further use of the Platform andServices, and we may immediately terminate your Account). Company may suspend or terminate the Platformor any Services, in whole or in part, at any time in its sole discretion forany reason. Company will not be liable to you or anyone else for any damagesarising from or related to Company’s suspension or termination of your Account,the Platform, or the Services, or in the event Company modifies, discontinues,or restricts the availability of your Account, the Platform, or the Services(in whole or in part) .  If your Accountis suspended or canceled, you will still be responsible for payment of alloutstand fees through the termination date.
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‍11.   Third-party Content. The Platform maycontain links to websites or resources provided by third parties. Links to third-party websites or resources are provided for yourinformation only and do not constitute Company’s approval of those third-partywebsites or resources. Company does not control or endorse and is notresponsible or liable for any such third-party content, websites, communications,resources, or any related content, products, or services. You are solelyresponsible for such third-party content, websites, communications, orresources and you use the same at your own risk.
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‍12.    Feedback.
By sending usany ideas, suggestions, documents, or proposals ("Feedback"),whether related to our Platform, Services, Content, or otherwise, you agreethat we are under no obligation of confidentiality, express or implied, withrespect to the Feedback and may use, publish, distribute, and sublicense theFeedback without any obligation of attribution or compensation to you or anythird party.
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13.  WARRANTY DISCLAIMER.
THEPLATFORM, SERVICES AND CONTENT AVAILABLE VIA THE SAME ARE PROVIDED TO YOU “ASIS” AND WITHOUT WARRANTY. COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES ANDSUBSIDIARIES AND EACH OF THEIR OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS,REPRESENTATIVES, AND PARTNERS, DISCLAIMS ALL WARRANTIES WITH REGARD TO THEPLATFORM, SERVICES, AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIEDWARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM A COURSE OF DEALINGOR USAGE IN TRADE. COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES ANDSUBSIDIARIES AND EACH OF THEIR OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS,REPRESENTATIVES,  AND PARTNERS MAKE NOWARRANTY THAT (A) THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) THEPLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C)THE RESULTS FROM THE PLATFORM OR SERVICES WILL BE ACCURATE OR RELIABLE; (D) THEPLATFORM OR SERVICES WILL MEET YOUR EXPECTATIONS; (E) ANY ERRORS IN THEPLATFORM OR SERVICES WILL BE CORRECTED OR CORRECTABLE; (F) THAT THE PLATFORM ORTHE SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHERHARMFUL CONDITIONS OR COMPONENTS; (G) YOUR ACCOUNT IS SECURE; OR (H) THE CONTENTIS ACCURATE.WARRANTIESRELATING TO PRODUCTS, EQUIPMENT OR SERVICES OFFERED, SOLD AND DISTRIBUTED BYCOMPANY ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDEDWITH OR IN CONNECTION WITH APPLICABLE PRODUCTS, EQUIPMENT OR SERVICES
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14.  LIMITATION OF LIABILITY.
‍TOTHE GREATEST EXTENT ALLOWED BY LAW, YOU EXPRESSLY AGREE AND HEREBY RELEASECOMPANY, ITS SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR OFFICERS, AGENTS,REPRESENTATIVES, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS, REPRESENTATIVES, ANDPARTNERS (THE “COMPANY PARTIES”) FROM ANY AND ALL LIABILITY CONNECTED WITH YOURUSE OF THE PLATFORM, SERVICES, CONTENT AND ACCOUNT, AND PROMISE NOT TO SUE THECOMPANY PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSESASSOCIATED THEREWITH. YOUALSO AGREE THAT IN NO EVENT WILL THE COMPANY PARTIES BE LIABLE TO YOU OR ANYTHIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, ORCONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION,DAMAGES FOR LOSS OF USE, DATA, INFORMATION, PROFITS OR BUSINESSINTERRUPTION)  ARISING OUT OF OR IN ANYWAY CONNECTED WITH (A) YOUR USE OR MISUSE OF THE YOUR ACCOUNT, PLATFORM ORSERVICES, (B) ANY DELAY OR INABILITY TO USE YOUR ACCOUNT, PLATFORM OR SERVICES,(C) ANY CONTENT OR THIRD PARTY CONTENT OBTAINED THROUGH YOUR ACCOUNT, PLATFORM,OR SERVICES, OR (D) ANY DATA OR INFORMATION MADE AVAILABLE TO YOU VIA THEPLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVENIF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR SUCH DAMAGES WEREFORESEEABLE. USEOF THE PLATFORM AND SERVICES IS AT YOUR RISK. YOUR SOLE REMEDY AGAINST COMPANY FOR USE OF THE PLATFORM OR SERVICES ISTO STOP USING THE SAME. NOTWITHSTANDING THE ABOVE, IF COMPANY IS LIABLE TO YOUFOR ANY DIRECT DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OFTHIS PLATFORM, SERVICES, CONTENT OR ACCOUNT, COMPANY’S LIABILITY WILL NOTEXCEED $500.00 UNITED STATES DOLLARS (USD). THE FOREGOING LIMITATIONS APPLYEVEN IF ANY AVAILABLE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. APPLICABLELAW, INCLUDING THE LAWS OF THE STATE OF NEW JERSEY, MAY NOT ALLOW THELIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOTHE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  YOUACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND EXPRESSLY WAIVE THE BENEFITSOF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (AND ANY SIMILAR LAW OF ANY STATEOR OTHER JURISDICTION), WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOTEXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HISFAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
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‍15.  INDEMNIFICATION.
BY AGREEING TO THESE TERMS, YOU AGREE TO INDEMNIFY,DEFEND, AND HOLD HARMLESS COMPANY AND COMPANY PARTIES FROM AND AGAINST ANY ANDALL CHARGES, CLAIMS, DAMAGES, LOSSES, COSTS, LIABILITIES, AND EXPENSES(INCLUDING ATTORNEYS’ FEES) INCURRED AS A RESULT OF OR ARISING FROM A CLAIM,COMPLAINT, ALLEGATION, LAWSUIT, OR DEMAND ARISING OUT OF OR RELATING IN ANY WAYTO (A) YOUR ACCESS OR USE OF THE PLATFORM OR ANY BUSINESS DECISIONS YOU MAKE INRELIANCE ON INFORMATION OR DATA OBTAINED THROUGH THE PLATFORM; (B) YOURVIOLATION OF THESE TERMS; (C) YOUR INFRINGEMENT OR MISAPPROPRIATION OFCOMPANY’S OR ANY THIRD PARTY’S INTELLECTUAL PROPRETY RIGHT OR OTHER PROPRIETARYRIGHT; OR (D) YOUR VIOLATION OF ANY APPLICABLE LAW.
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‍16.   Governing Law.
Unless otherwiserequired by applicable law, these Terms, and your access to and use of thePlatform, are governed by the laws of the State of Indiana, without regards toits conflict of laws principles.
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17.  DISPUTERESOLUTION.
 YOU AGREE TO RESOLVE ANYDISPUTES ARISING UNDER THESE TERMS OR RELATING TO THIS PLATFORM ON ANINDIVIDUAL BASIS, AS SET FORTH BELOW.
‍a.     WAIVER.  YOU UNDERSTAND THAT BY AGREEING TO DISPUTERESOLUTION ON AN INDIVIDUAL BASIS, (I) YOU ARE GIVING UP YOUR RIGHT TO A TRIALBY JURY AND (II) YOU MAY NOT BRING A CLAIM AGAINST COMPANY IN A CLASS ACTIONLAWSUIT, AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN ONE OR MORE PARTY’SCLAIMS IN A CLASS OR PROCEEDING.
b.     Notice. If you desire to assert a claim against Company,you must first send to Company, by certified mail, a written notice of yourclaim ("Notice"). The Notice to Company should be addressed tothe address listed below to contact us. If Company desires to assert a claimagainst you, it will send, by certified mail, a written Notice to the mostrecent address we have on file or otherwise in our records for you. A Notice,whether sent by you or by Company, must (a) describe the nature and basis ofthe claim or dispute; and (b) set forth the specific relief sought.
c.     Good FaithDiscussions.  You and Company must first attempt to resolveany dispute by good faith discussions or email. If the parties cannot resolve a dispute with good faith discussions,then either party may submit the dispute to binding arbitration as set forth inthese Terms.
d.     Time Limit.  Any claim by you arising in connection withthe Platform or Services must be commenced by you within one (1) year of thedispute giving rise to the claim.
e.     Exceptions.  Notwithstanding anything to the contrary inthis Section, you and Company each retain the right to bring an individualaction in small claims court and the right to seek injunctive or otherequitable relief in a court of competent jurisdiction to prevent the actual orthreatened infringement, misappropriation, or violation of a party’sintellectual property rights.
f.      Venue. Exclusive jurisdiction and venue for any claims will be in state orfederal courts located in and for Tippecanoe County, Indiana.
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‍18.   Assignment.
You may notassign your rights or delegate your duties under these Terms, including withoutlimitation your Account, without our prior written consent. These Terms inureto the benefit of Company’s successors and assigns.
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‍19.   Entire Agreement.
These Terms andany Terms posted throughout the Platform (if any) are the entire agreementbetween you and Company with respect to your access to and use of your Accountand the Platform and all Content and Services. These Terms do not amend andshall have no effect on any Master Subscription Agreement executed between youand Company.
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‍20.  Contact Us.  
If you have any questions, concerns,complaints or suggestions regarding our Terms or otherwise need to contact us,you may contact us at the following:
LinqVenture Holdings LLC DBA– Wabash Marketplace
3900McCarty Lane
Lafayette,IN 47903‍ 866-875-4295

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