CAUTION: Read THIS agreement carefully. By selecting the “I Accept” button at the bottom of this page, you agree to the Agreement on behalf of vendor identified in the REGISTRATION FORM REFERRED TO HEREIN and represent and warrant that you have the authority to bind vendor to this Agreement. If vendor IS not willing to be bound by this Agreement, select the “I Do Not Accept” button at the bottom of this page and the process will not continue.

These Terms and Conditions govern your access to our DBA Truckstop Pay (DBA Truckstop Pay) product (the “Servicer”), related information, and any related services provided to you by us through the Truckstop.com site (the “Site”). We are not a bank, a money transmitter or a money services business (“MSB”) and we do not offer banking, money transmission or MSB services.

VENDOR AGREEMENT

This Vendor Agreement (“Agreement”) between LoadPay, LLC (DBA Truckstop Pay) (“Servicer”) and the “Vendor” identified in the Registration Form (defined below) (“Vendor”). The term “this Agreement” includes the Terms of Use (as defined below) as amended and in effect from time to time, and any operating rules, policies, and procedures that may be published from time to time on Servicer’s website (the “Site”).

CARRIER RECITALS

1. Servicer is in the business of servicing payment of certain payables owed to a vendor by a customer of the vendor with whom Servicer has entered into a payables servicing agreement (an “Eligible Customer”).
2. Vendor is willing to accept payment from Servicer of payables owed to Vendor by Eligible Customers, subject to the terms and conditions set forth herein, and has completed and submitted to Servicer on the Site Vendor’s application form (the “Registration Form”) for Vendor’s enrollment in the payables serving program offered by Servicer as set forth in the Agreement, which shall be accepted by Servicer, in its sole discretion, in order for Vendor to have further access to the Site.
3. This Agreement has been entered into and will be performed in the Chosen State.

NOW THEREFORE, in consideration of the premises, and intending to be legally bound hereby, the Parties agree as follows:

1. The following terms shall have the meanings set forth below. Any capitalized terms not herein defined shall have the meaning proscribed in the Uniform Commercial Code.
   • “Business Day” – Any day other than a Saturday or a Sunday or a Bank Holiday on which banks are open for business in the Chosen State.
   • “Chosen State” – Idaho.
   • “Due Date” – The date on which, according to the Eligible Customer as set forth in the Invoice Approval Notice, payment of the Invoice Amount is due; provided, however, if such date is not a Business Day, the Due Date shall be the immediately preceding Business Day.
   • “Due Date Payment Election” – see section 2.2
   • “Early Payment Discount” –3.25% of the Invoice Amount.
   • “Eligible Customer” – Servicer is in the business of servicing payment of certain payables owed to a vendor by a customer of the vendor with whom Servicer has entered into a payables servicing agreement (an “Eligible Customer”).
   • “Invoice Amount” – The amount of the invoice, payment request or purchase order to the extent that the amount has been approved by the Eligible Customer for payment as set forth in the Invoice Approval Notice, exclusive of the amount of any sales, use or other taxes, shipping charges, customs or import duties or like incidental charges to the extent that payment thereof imposes collection or reporting requirements or duties on the payor.
   • “Invoice Approval Notice” – A notification to the LoadPay (DBA Truckstop Pay) Site, received by Servicer from an Eligible Customer, notifying Servicer that a payable owing by the Eligible Customer to Vendor has been approved for payment to Vendor.
   • “Notification Date” – The date that Servicer receives an Invoice Approval Notice.
   • “Parties” – Servicer and Vendor.
   • “Payment Election” – See Section 2.1.
   • “Quick Pay” – See Section 1.1(b).
   • “Registration Form” – Application Form
   • “Vendor Notification” –See Section 1.1.
2. Servicing of payables.
   • Notification of Invoice Amounts.
   • • Upon receipt of an Invoice Approval Notice, Servicer may notify Vendor on the Site (each a “Vendor Notification”) of:
     • • the name and address of the Eligible Customer as contained in the Invoice Approval Notice;
       • any Account or invoice number or other information contained in the Invoice Approval Notice to identify the invoice, payment request or purchase order giving rise to the payable;
       • the Load Number
       • Origin and Destination
       • the Invoice Amount;
       • The Notification Date; and
       • The Due Date.
     • Payment Election.
     • • Vendor may elect on the Site one of the following payment options (each a “Payment Election”) for any Invoice Amount owed to Vendor by an Eligible Customer or for all Invoice Amounts owed to Vendor by an Eligible Customer:

PAYMENT OPTIONS AND FEES

If you are a carrier you have the following payment options available to you:

1. Standard Pay

• Standard terms (e.g., 30 days)
• There is no fee associated with the standard pay option.
• Physical check
• • ($25.00 fee) standard terms (e.g., 30 days), plus mail delivery time.
  • On your selected payment initiation date we will cut a check to you for payment of the Net Invoice value and mail to your address of record.

2. Next day ACH

• (Quick Pay Fee 3.25 %) On your selected payment initiation date, we will initiate an ACH credit for the Net Invoice Value to your designated bank account, and you hereby authorize us to do so. 
• If we do not have a designated bank account on file for you, we will hold payment to you for up to sixty (60) days from your chosen payment date to give you an opportunity to add a designated bank account as your disbursement method through the Site. 
• After such sixty (60) day window has elapsed, we will issue you a check for the Net Invoice Value, less our then-current check issuance fee (currently $25) and mail this to your address of record.

3. Quick Pay check

• (Quick Pay Fee 3.25%) LoadPay (DBA Truckstop Pay) will cut a check for the Invoice amount, minus the 3.25% fee and mail to your address of record.
• (Quick Pay Fee of 3.25% plus $3.00 processing fee)

4. Same day ACH

• If same day ACH option is selected, funds will be deposited into your verified bank account (if submitted prior to 12 pm EST, excluding weekends and bank holidays) and you hereby authorize us to do so.
• (Quick Pay fee 3.25%)
• Your invoice amount minus fees can be deposited onto your fuel card same day (funds typically on your card within 1 hour)

5. Fuel card

• Fuel Transfer Payments can be made 7 days a week, 24 hours a day
• LoadPay (DBA Truckstop Pay) currently supports Fuel Card Transfer to EFS and Fleet One

6. Wire transfer

• (Quick Pay fee of 3.25% plus $25.00 processing fee)
• Your invoice amount minus fees will be available in your verified bank account same day (provided request is submitted prior to 4:30 PM Eastern Time)
• LoadPay (DBA Truckstop Pay) cannot guarantee the availability of your funds at your bank
• • You agree to indemnify us and/or Broker from any loss suffered by us and/or Broker arising out of our or Broker’s payment of an Invoice to you, rather than to an assignee of the Invoice. This provision shall be deemed an amendment to all present and future agreements between you and Broker, and Broker shall be deemed an intended third –party beneficiary of this provision. Under no circumstances will you claim, or be entitled to receive, payment from both Broker and us on account of the same Invoice.
  • • Payment of the Invoice Amount on the Due Date (a “Due Date Payment Election”); or
    • Payment of the Invoice Amount promptly on or following the Notification Date, less the Early Payment Discount (a “Quick Pay”).

 

The default Payment Election for all Invoice Amounts owed to Vendor by all Eligible Customers will be the Standard Pay unless Vendor has designated the Quick Pay Election as the default Payment Election on the Registration Form or in a subsequent election on the Site pursuant to Section 2.2.2.

• Subject to the terms and conditions of this Agreement, Servicer is authorized to act on Payment Elections given by facsimile, email, or other written instructions, by anyone purporting to be an officer, employee or representative of Vendor.

• Payment. All payments by Servicer to Vendor may be made in Servicer’s sole discretion and nothing herein shall be construed as a commitment by Servicer to make any payments hereunder. All payments hereunder may be made by deposits or transfers to any demand deposit account of Vendor designated by Vendor on the Site.
• Assignment and Recourse.
• • If Servicer pays an Invoice Amount in accordance with the Payment Election made by Vendor, (i) Servicer shall be subrogated to the rights of Vendor in respect of the Invoice Amount with the result that, without any further action, Servicer shall be the assignee of the Eligible Customer’s obligation to pay the Invoice Amount to Vendor and (ii) any recourse by Vendor to the Eligible Customer for the Eligible Customer’s obligation to pay the Invoice Amount to Vendor shall be barred to the extent of the payment made by Servicer, inclusive of any early payment discount included under the Payment Election in the computation of the amount of the payment.
  • Payment by an Eligible Customer of an Invoice Amount to Servicer before Servicer has paid the Invoice Amount to Vendor as provided in Section 4.1, shall likewise, to the extent of the payment, bar Vendor from recourse to the Eligible Customer for the Eligible Customer’s obligation to pay the Invoice Amount to Vendor.
  • Vendor shall under all circumstances look to the Eligible Customer, and not to Servicer, for payment of an Invoice Amount to the extent not paid by Servicer except to the extent that recourse by Vendor to the Eligible Customer on the Invoice Amount has been barred pursuant to Section 4.2.
  • Any bar on Vendor’s recourse to the Eligible Customer in respect of the Invoice Amount under this section shall be an irrevocable and permanent waiver of Vendor’s recourse. The bar shall continue to apply even if Servicer’s rights as subrogee or assignee in respect of the Invoice Amount are avoided or are otherwise not effective for any reason.
  • Vendor agrees to indemnify the Eligible Customer and/or Servicer from any loss suffered by the Eligible Customer and/or Servicer arising out of the Eligible Customer’s or Servicer’s payment of an Account of the Eligible Customer to or for the account of the Vendor, rather than to an assignee of the Account. This Section 4.6 shall be deemed an amendment to all present and future agreements between Vendor and the Eligible Customer, and the Eligible Customer shall be deemed an intended third –party beneficiary of this Section 2.4.6.
• ACH Authorization. In the event that Servicer makes any payment to Vendor which Vendor was not entitled to receive under Vendor’s contract with an Eligible Customer or applicable law, Vendor authorizes Servicer to initiate electronic debit entries in the amount of such payment through the ACH system to any deposit account maintained by Vendor.

3. THE SITE.
   • After completing the Registration Form on the Site, Vendor may access and use the Site in accordance with the terms of this Agreement to which Vendor must agree on-line in order to have further access to the Site. Vendor may access and use the Site to, among other things, (a) exercise a payment election under Section 2, (b) review, monitor and ascertain (i) whether a customer of Vendor is then an Eligible Customer, (ii) Vendor Notifications, (iii) whether an Invoice Approval Notice has been rescinded, and (iv) whether payment of an Invoice Amount has been made, and (c) make other communications under this Agreement to the extent provided on the Site.
4. DISCLAIMERS.
   • No Responsibility for Goods or Services.
   • • Servicer is providing a payment intermediation service for the benefit of Eligible Customers and Vendor and is not a seller or other provider of goods or services giving rise to payables owing by Eligible Customers to Vendor. Vendor shall not assert any claim or defense against Servicer that Vendor has against an Eligible Customer arising out of the sale or other provision of goods or services by Vendor to the Eligible Customer, including any claim resulting from the failure of the Eligible Customer to approve a higher amount for payment to Vendor than that approved in an Invoice Amount.
     • Without limitation on the foregoing, and for the avoidance of any doubt, SERVICER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE GOODS OR SERVICES SUPPLIED BY VENDOR, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
     • Any dispute that Vendor may have arising out of goods or services provided to an Eligible Customer shall be settled between Vendor and the Eligible Customer. Vendor shall indemnify Servicer from and hold Servicer harmless against any loss, cost or expense sustained or incurred by Servicer on account of a claim by an Eligible Customer or any third party against Servicer relating to the goods or services provided by Vendor to the Eligible Customer.
   • Taxes. Servicer assumes no responsibility for payment of any sales, use or other taxes, shipping charges, customs or import duties or like incidental charges in connection with the supply of goods or services by Vendor to an Eligible Customer to the extent that payment thereof imposes collection or reporting requirements or duties on the payor. Vendor shall be responsible for any such taxes or charges or shall look to the Eligible Customer for payment thereof.
   • Force Majeure. Servicer will not be liable for any failure or delay in performance of its obligations hereunder to the extent caused by any event or circumstance beyond its reasonable control, including without limitation acts of God, war, terrorism, fire, flood, or failure of communications.
5. TERMINATION.
   • Either Party may terminate this Agreement with or without notice to the other Party. This Agreement shall automatically terminate upon termination of the Terms of Use. Servicer may also, in its sole discretion, immediately terminate this Agreement by written notice to Vendor should Vendor fail to comply with the terms and provisions of this Agreement or to abide by any applicable local, state, national, or international laws or regulations in Vendor’s use of the Site.
   • Effect of Termination. Upon termination of this Agreement, Vendor shall no longer be entitled to accept Invoice Amounts, and Vendor’s right to access the Site shall be terminated. Termination shall not otherwise affect the rights and obligations of the Parties arising out of events occurring prior to termination, and all terms and provisions of this Agreement shall continue in full force and effect until the respective obligations of the Parties hereto have been satisfied in full. Without limiting the generality of the foregoing, each Party shall remain obligated pursuant to this Section 2 and Section 4, Section 6 and Section 7.
6. CONFIDENTIAL INFORMATION.
   • Vendor acknowledges and agrees that this Agreement and the ideas underlying the subject matter of this Agreement are Confidential of Servicer protected under confidentiality provisions contained in the Terms of Use.
7. MISCELLANEOUS.
   • Modifications; Waivers, Integration.
   • • Servicer may modify this Agreement from time to time. Upon any modification to this Agreement, Servicer will provide Vendor with notice of the modification and will post the modified Agreement on the Site, together with a description of the modifications made to this Agreement. The modified Agreement will be effective upon Vendor selecting the “I Accept” button at the bottom of the notice of such modifications. Should Vendor object to any modification, Vendor’s sole recourse is to reject the modified Agreement and to terminate its use of the Site. This Agreement may not otherwise be modified, except in writing signed by both parties.
     • No delay or failure on the part of either Party in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy. No waiver whatsoever shall be valid unless in writing, signed by the Party to be charged, and then only to the extent therein set forth.
     • This Agreement, together with the Registration Form and any operating rules, policies, and procedures that may be published from time to time on the Site, supersede all other agreements and understandings between the Parties hereto, verbal or written, express or implied, relating to the subject matter hereof. No promises of any kind have been made by Servicer or any third party to induce Vendor to execute this Agreement. No course of dealing, course of performance or trade usage, and no parole evidence of any nature, shall be used to supplement or modify any terms of this Agreement.
   • Notices. All notices shall be effective upon: (a) the sending of an email to one of the email addresses below, (b) the sending of a communication on the Site, as permitted on the Site, or (c) delivery to a recognized overnight delivery service of a properly addressed notice, delivery prepaid, with instructions to make delivery on the next business day. For purposes hereof, the addresses of the Parties are as set forth below or as may otherwise be posted on the Site by a Party or specified from time to time in a writing sent by one Party to the other in accordance with the provisions hereof:
   • Assignment. Vendor shall not assign or otherwise transfer this Agreement, in whole or in part, or delegate or subcontract any of its rights or obligations hereunder, without Servicer’s prior written consent, such consent not to be unreasonably withheld. Any attempted transfer or delegation by Vendor without Servicer’s consent will be void. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
   • No Proceedings. Vendor agrees that it shall not institute against, or join any other person in instituting against, Servicer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal, state or other bankruptcy or similar law, of any jurisdiction for one year and one day after all debt obligations (including, without limitation, commercial paper obligations) of Servicer have been paid in full.
   • Recourse against Certain Parties. No recourse under any obligation or agreement of Servicer hereunder shall be had against any member, manager, investor, affiliate, officer, employee or director of Servicer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the agreements of Servicer contained herein are, in each case, solely limited liability company obligations of Servicer and that no personal liability whatsoever shall attach to or be incurred by the members, managers, investors, affiliates, officers, employees or directors, as such, or under or by reason of any obligation or agreement of Servicer contained herein, or be implied therefrom, and that any and all personal liability of every such incorporator, stock member, manager, investor, affiliate, officer, employee or director of Servicer for breaches by Servicer of any such obligations or agreements, which liability may arise either at common law or at equity, by statute or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement by Servicer.
   • Waiver of Consequential Damages, Etc. In the event of a breach of this Agreement by Servicer, Vendor hereby waives any right or claim to consequential, special, exemplary or punitive damages, and any claim for damages that Vendor may have arising out of the breach of this Agreement by Servicer shall be limited to actual damages.
   • Choice of Law. This Agreement and all transactions contemplated hereunder and/or evidenced hereby shall be governed by, construed under, and enforced in accordance with the internal laws of the Chosen State.
   • Venue.
   • • Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach hereof, including an action in tort, shall, if Servicer so elects, be instituted in (i) the United States District Court for the District in which Boise, Idaho, is located or (ii) any court sitting in Ada County, Idaho (the “Acceptable Forums”). Vendor agrees that the Acceptable Forums are convenient to it, and irrevocably submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue.
     • . Should such proceeding be initiated in any other forum, Vendor waives any right to oppose any motion or application made by Servicer to transfer such proceeding to an Acceptable Forum.
   • Interpretation. This Agreement and all agreements relating to the subject matter hereof are the product of negotiation and preparation by and among each Party and its respective attorneys, and shall be construed accordingly.
   • Conflicts with Other Agreements. Unless otherwise expressly stated in any other agreement between the Parties hereto, if a conflict exists between the provisions of this Agreement and the provisions of such other agreement, the provisions of this Agreement shall control.
   • Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Delivery of an executed counterpart of the signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering such an executed counterpart of the signature page to this Agreement by facsimile to any other Party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other Party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.
   • Third Parties. Each Eligible Customer may rely as an intended third party beneficiary upon Section 4.2. This Agreement shall not otherwise confer any rights upon any Eligible Customer or any other party other than the Parties hereto.
   • Service of Process. In lieu of the methods of service set forth in applicable state law, service of process may be made by delivery of process, properly addressed, to a recognized nationwide mail delivery service or United States Postal Service.
   • Partial Invalidity. The invalidity or unenforceability of any one or more sections of this Agreement shall not affect the validity or enforceability of its remaining provisions.
   • Section Headings. Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions.
   • Acknowledgement. Vendor acknowledges that Vendor has read and understood this Agreement; and that this Agreement has the same force and effect as a signed agreement.
8. THE FOLLOWING TERMS APPLY IF YOUR PRINCIPAL PLACE OF BUSINESS IS IN ANY STATE OTHER THAN FLORIDA, PENNSYLVANIA, OR RHODE ISLAND
   • Terms applicable to Carriers
   • • Agency; Authorization. You hereby appoint us as your agent to receive payment on account of Invoices meeting the requirements of these Terms and Conditions. You authorize us to contact the Brokers or Shippers to who you issued such Invoices and to collect such payments from them on your behalf.
     • You acknowledge and agree that you are the principal and that we are acting solely as your agent to process payments from Brokers or Shippers with respect to Invoices. You are solely responsible for any and all claims and liabilities involving or relating to the Invoices. We are not responsible or liable to you for any amounts that we are not able to collect upon request to Brokers or Shippers.
     • Sole Recourse. You agree that your sole recourse for any failure to receive payment with respect to any Invoice lies with you and that where we successfully receive funds on account of an Invoice from a Broker or Shipper, this shall discharge the Broker’s debt to you and that extent and you agree that you shall not from that point have a claim against the Broker or Shipper in respect of that amount, and regardless of whether you receive payment of any amounts that we collect from Brokers or Shippers, you will continue to fulfill delivery of your servers to such Broker or Shipper as if we had remitted payment to you.
     • Our appointment as your agent under this Agreement will survive any termination or suspension of your use of the Service and continue until all Invoices are paid in full and any disputes related to Invoices are resolved.

9. THE FOLLOWING TERMS APPLY IF YOUR PRINCIPAL PLACE OF BUSINESS IS LOCATED IN FLORIDA, PENNSYLVANIA, OR RHODE ISLAND

• Terms applicable to Carriers.
• • Covered Sales. You hereby assign and sell to us, as absolute owner, and we hereby purchase from you, Invoices. Our purchase of and acquisition of title to each Invoice will be effective as of the date of its creation and will be entered on our books as of the ate that you elect to sell such Invoice through the Site.
  • Purchase Price of Accounts. We will purchase designated Invoices meeting our criteria for the Net Invoice Amount.
  • Security Interest. You hereby grant to us a continuing first priority security interest in all of the Collateral as security for all Obligations.
  • Representations, Warranties and Covenants. You hereby represent, warrant and covenant on an ongoing basis that:
  • • You have performed in full the services for which you have issued each Invoice, in a manner satisfying your obligation to the Broker or Shipper and applicable customer.
    • You have good title to the Invoices, free of an encumbrance except in our favor; each Invoice is bona fide, enforceable obligation created by the absolute rendition of services in the ordinary course of business; each Invoice is payable to US dollars; the Broker or Shipper is unconditionally obligated to pay at maturity the full amount of each Invoice without defense, counterclaim or offset (regardless of merit); all documents in connection therewith are genuine, and the Broker or Shipper has accepted the services underlying each Invoice.
    • You will not grant a security interest or transfer any other interest in any of the Collateral to anyone except us without our prior written consent, or the prior delivery to us of and inter creditor agreement, in form and substance acceptable to us in our sole discretion, executed by us and the party receiving such interest or other interest.
    • You shall take all actions requested by us from time to time to cause the attachment, perfection and first priority of, and our ability to enforce, our security interest in any and all of the Collateral. You agree that the foregoing authorizations shall be irrevocable while these Terms and Conditions remain in effect and thereafter until we have received final payment and satisfaction in full in immediately available funds of all Obligations. In no event shall you at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming us or our designee as secured party and you as debtor.

9.1.5 Reversals and Refunds. Although the sale of each Invoice is intended by both you and us to be final and irreversible, you agree that we may rescind any purchase and reverse the associated ACH credit, or initiate an ACH debit to your designated bank account for the Net Invoice Value, and recover any associated losses or damages suffered by us from you, for breach of any representation, warranty or covenant made by you, or for any error or to correct any transaction to us relating to such Invoice in this Agreement.