OfferMile MARKETPLACE TERMS OF SERVICE

Last Updated: September 29, 2026 Effective Date: September 29, 2026

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN (1) A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 27), (2) AUTOMATIC RENEWAL TERMS FOR RENTAL SUBSCRIPTIONS (SECTION 9), (3) DISCLAIMERS OF WARRANTIES (SECTION 23), AND (4) LIMITATIONS OF LIABILITY (SECTION 24). BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE PLATFORM, YOU AGREE TO THESE TERMS ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT.

OfferMile IS A TECHNOLOGY MARKETPLACE. OfferMile DOES NOT OWN, LEASE, RENT, POSSESS, CONTROL, MAINTAIN, INSURE, OR OPERATE ANY VEHICLE, IS NOT A RENTAL CAR COMPANY OR MOTOR CARRIER, AND IS NOT A PARTY TO ANY RENTAL AGREEMENT BETWEEN OWNERS AND RENTERS.

Agreement; Structure of the Documents
Definitions
Eligibility; Business-Only Marketplace; Verification (KYB)
Accounts and Authorized Users
Role of OfferMile
Dual Roles: Owner and Renter
Listings, Search, and Owner Anonymity
Bookings and Formation of the Rental Contract
Rental Subscriptions: Auto-Renewal, Billing in Arrears, and Cancellation
Fees
Payments, Payment Processing, and Payouts (Stripe Connect)
Security Deposits
Insurance Verification
Vehicle Condition Reports and Inspections
Damage Claims, Incidental Charges, and Disputes Between Members
Communications on the Platform
Anti-Circumvention and Non-Solicitation
Ratings and Reviews
Member Content and License
Prohibited Conduct
Suspension, Delisting, and Termination
Taxes
Disclaimers
Limitation of Liability
Indemnification
Electronic Signatures, Records, and Communications Consent
Dispute Resolution; Binding Arbitration; Class Action Waiver
Governing Law
Notices
Changes to These Terms
General Provisions

1. Agreement; Structure of the Documents

1.1 Binding Agreement. These Marketplace Terms of Service (the "Terms") are a binding contract between Jan Logistical Services LLC, a Texas limited liability company doing business as OfferMile ("OfferMile," "we," "us," or "our"), and the business entity that registers for or uses the Platform (the "Member," "you," or "your").

1.2 Authority. The individual accepting these Terms represents and warrants that he or she (a) is at least 18 years old, (b) is an officer, owner, employee, or agent of the Member with actual authority to bind the Member, and (c) accepts these Terms on the Member's behalf and not in an individual capacity.

1.3 Platform Documents. These Terms incorporate by reference the following documents, each as amended from time to time (together with these Terms, the "Platform Documents"): (a) the Owner Listing Terms (applicable whenever a Member acts as an Owner); (b) the Renter Terms (applicable whenever a Member acts as a Renter); (c) the Damage and Claims Policy; (d) the Certificate of Insurance Requirements; (e) the Privacy Policy; and (f) any other policy posted on the Platform and expressly incorporated into these Terms.

1.4 Rental Documents. Each rental of a Vehicle is governed by a separate contract between the Owner and the Renter consisting of the Master Vehicle Rental Agreement, each Rental Order, and each Vehicle Condition Report (together, the "Rental Documents"). OfferMile is not a party to the Rental Documents, except that OfferMile is an express third-party beneficiary of the provisions of the Rental Documents that refer to OfferMile (including payment, fee, circumvention, dispute-process, and limitation-of-liability provisions).

1.5 Order of Precedence. In the event of a conflict: (a) as to the relationship between OfferMile and any Member, these Terms control, followed by the Damage and Claims Policy, the Owner Listing Terms or Renter Terms (as applicable), the Certificate of Insurance Requirements, and then any other Platform Document; (b) as to the relationship between an Owner and a Renter, the Rental Order controls over the Master Vehicle Rental Agreement solely as to the commercial terms it is designed to specify (vehicle, rate, Billing Period, Security Deposit, mileage, locations, dates, and Authorized Drivers), and the Master Vehicle Rental Agreement controls in all other respects; provided that no Rental Document may reduce OfferMile's rights, expand OfferMile's obligations, or alter the fee, payment, anti-circumvention, or dispute-resolution provisions of these Terms.

2. Definitions

Capitalized terms have the meanings below. These definitions apply consistently across all Platform Documents and Rental Documents.

2.1 "Account" means a Member's registered account on the Platform.

2.2 "ACH Mandate" means the Renter's authorization for OfferMile (through the Payment Processor) to debit the Renter's U.S. bank account through the Automated Clearing House network, as described in the Renter Terms.

2.3 "Authorized Driver" means an individual who is an employee (or other individual expressly permitted under the Renter Terms) of the Renter, who meets the driver requirements of the Renter Terms and the Master Vehicle Rental Agreement, and who is identified in the Rental Order or added through the Platform.

2.4 "Authorized User" means an individual whom a Member authorizes to access and use its Account.

2.5 "Billing Period" means the recurring period selected by the Renter at the time of Booking — one (1) day ("Daily"), seven (7) days ("Weekly"), or one (1) calendar month ("Monthly") — measured as described in Section 9.3.

2.6 "Booking" means a Renter's request to rent a Vehicle that has been accepted (or auto-accepted) by the Owner and confirmed by the Platform.

2.7 "Booking Confirmation" means the Platform's electronic confirmation that a Booking is confirmed.

2.8 "Check-in Inspection" means the inspection performed when a Vehicle is returned to the Owner, documented in a Vehicle Condition Report.

2.9 "Checkout Inspection" means the inspection performed when a Vehicle is handed over to the Renter, documented in a Vehicle Condition Report.

2.10 "Claim" means a request by a Member, submitted through the Platform under the Damage and Claims Policy, for payment of Damage Charges or Incidental Charges arising from a Rental.

2.11 "Connected Account" means a Member's account with the Payment Processor linked to the Platform and used to receive Payouts.

2.12 "COI" means a certificate of insurance (typically an ACORD 25 or equivalent) together with any required endorsements evidencing Required Insurance.

2.13 "Damage Charges" means amounts payable under the Rental Documents for physical damage to, loss of, or theft of a Vehicle, including repair costs, diminished value (where permitted), loss of use, towing, storage, and related costs.

2.14 "Incidental Charges" means amounts payable under the Rental Documents other than Rent and Damage Charges, including tolls, parking and traffic citations, camera-enforced violations, impound fees, fuel or charging charges, cleaning fees, excess-mileage fees, late-return and holdover charges, lost-key charges, decal-removal charges, and administrative fees, each as set out in the Damage and Claims Policy or the Rental Order.

2.15 "Introduction" means the first time a Member views or receives, through the Platform, any Listing, profile, Owner Identity, or contact information of another Member, or communicates with another Member through the Platform.

2.16 "Listing" means a Vehicle listing published on the Platform by an Owner.

2.17 "Master Vehicle Rental Agreement" or "MVRA" means the master vehicle rental agreement between an Owner (as lessor) and a Renter (as lessee), in the form provided on the Platform, executed electronically once per Owner–Renter pair.

2.18 "Member" means a business entity that has registered an Account and agreed to these Terms.

2.19 "Owner" means a Member acting in the capacity of listing and renting out a Vehicle.

2.20 "Owner Identity" means the Owner's legal name, trade name, USDOT number, address, contact persons, and other identifying information.

2.21 "Payment Processor" means Stripe, Inc. and its affiliates (together, "Stripe"), or any successor payment service provider designated by OfferMile.

2.22 "Payout" means the transfer of Rent and other amounts due to an Owner, net of Fees and other permitted deductions, to the Owner's Connected Account.

2.23 "Platform" means OfferMile's websites, web applications, mobile applications, APIs, and related services.

2.24 "Prohibited Vehicle" has the meaning in Section 7.5.

2.25 "Released Funds" means funds that are held or collectible by or through OfferMile in connection with a Rental, including the Security Deposit, amounts authorized by the Renter's payment method on file, and Payouts not yet transferred.

2.26 "Rent" means the rental charge for each Billing Period stated in the Rental Order.

2.27 "Rental" means the rental of a Vehicle under a Booking, from the Start Time until the Vehicle is returned and the Check-in Inspection is completed.

2.28 "Rental Order" means the per-Booking order (Schedule A to the MVRA) generated by the Platform that states the commercial terms of a Rental.

2.29 "Rental Subscription" means the auto-renewing billing arrangement for a Rental described in Section 9.

2.30 "Renewal Point" means the end of each Billing Period, at which (a) the Rent for the Billing Period just ended is charged and (b) unless the Rental Subscription has been cancelled, the Rental automatically continues for a further Billing Period.

2.31 "Renter" means a Member acting in the capacity of renting a Vehicle from an Owner.

2.32 "Required Insurance" means the insurance the Renter must carry under the Renter Terms, the MVRA, and the Certificate of Insurance Requirements.

2.33 "Security Deposit" means the refundable security deposit stated in the Rental Order.

2.34 "Service Fees" means the Owner Service Fee described in Section 10. Renters pay no Service Fee.

2.35 "Shipper Program" means a contractual delivery program between a Member and a shipper or logistics company (for example, the FedEx Ground Independent Service Provider program or the Amazon Delivery Service Partner program). OfferMile is not affiliated with, endorsed by, or sponsored by any shipper, and references to shippers are for identification only.

2.36 "Start Time" means the date and time the Rental begins as stated in the Rental Order, or, if later, the time the Checkout Inspection is completed and possession is delivered.

2.37 "Telematics Device" means any GPS, telematics, dash camera, driver-monitoring, or other data-collecting device installed in or on a Vehicle (for example, devices from Netradyne, Lytx, Samsara, Geotab, or an OEM).

2.38 "Vehicle" means a commercial motor vehicle listed on the Platform (including cargo vans, step vans, and box trucks), together with its keys, fobs, equipment, accessories, and documents.

2.39 "Vehicle Condition Report" or "VCR" means the electronic report, including timestamped photographs, generated at the Checkout Inspection or Check-in Inspection and signed electronically by the Owner and Renter.

3. Eligibility; Business-Only Marketplace; Verification (KYB)

3.1 Businesses Only. The Platform is available only to business entities (corporations, limited liability companies, partnerships, and sole proprietorships operating a bona fide business) organized and in good standing in a U.S. state, that will use the Platform solely for commercial purposes. The Platform is not offered to consumers, and Vehicles may not be rented for personal, family, or household purposes.

3.2 Verification. You authorize OfferMile and its service providers to verify your identity and your business ("KYB"), including by (a) collecting your legal name, EIN, formation documents, addresses, beneficial ownership and control-person information, USDOT number and operating authority (where applicable), and bank information; (b) checking public and commercial databases, including the FMCSA SAFER/Licensing and Insurance systems, Secretary of State records, and sanctions lists (including the U.S. Treasury OFAC lists); and (c) requesting additional documents at any time. OfferMile may refuse, restrict, or condition access at its discretion based on verification results.

3.3 Continuing Accuracy. You must keep all Account and verification information accurate and current, and must notify OfferMile within five (5) business days of any change in ownership, control, legal name, EIN, USDOT status, operating authority, safety rating, insurance, or good standing.

3.4 Sanctions. You represent that neither you nor any of your owners, officers, or Authorized Users is a person with whom U.S. persons are prohibited from transacting under U.S. sanctions laws.

3.5 No Guarantee. Verification is performed for OfferMile's own risk-management purposes. OfferMile DOES NOT GUARANTEE THE IDENTITY, SOLVENCY, SAFETY RECORD, INSURANCE, OR RELIABILITY OF ANY MEMBER, AND EACH MEMBER REMAINS RESPONSIBLE FOR ITS OWN DUE DILIGENCE.

4. Accounts and Authorized Users

4.1 Registration. Opening an Account is free of charge. Each Member may maintain one Account unless OfferMile approves otherwise.

4.2 Authorized Users. A Member may invite Authorized Users and assign roles (for example, administrator, dispatcher, finance, inspector). The Member is responsible for all acts and omissions of its Authorized Users and for all activity under its Account, and actions taken by an Authorized User (including accepting Bookings, cancelling Rental Subscriptions, and signing Rental Documents and VCRs) bind the Member.

4.3 Security. You must keep credentials confidential, require multi-factor authentication where offered, promptly remove Authorized Users who leave your organization, and notify OfferMile immediately of any unauthorized access.

5. Role of OfferMile

5.1 Marketplace Only. OfferMile provides a venue and tools that allow Owners to list Vehicles and Renters to rent them, including search, messaging, document generation, electronic signature, inspection tools, insurance-document collection, and payment facilitation.

5.2 Not a Party; Not a Lessor. OfferMile IS NOT THE OWNER, LESSOR, SUBLESSOR, BAILEE, OR OPERATOR OF ANY VEHICLE; IS NOT A RENTAL CAR COMPANY, MOTOR CARRIER, FREIGHT BROKER, FREIGHT FORWARDER, OR INSURER; AND IS NOT A PARTY TO ANY RENTAL DOCUMENT. The Rental Documents are formed solely between the Owner and the Renter. OfferMile never takes title to, possession of, or control over any Vehicle, and never grants any right to use a Vehicle.

5.3 Limited Payment Collection Agent. Each Owner appoints OfferMile as its limited agent solely for the purpose of accepting payments from Renters on the Owner's behalf, holding Security Deposits and other Released Funds pending application under the Platform Documents, and remitting Payouts. A Renter's payment of Rent or other amounts to OfferMile (through the Payment Processor) satisfies the Renter's obligation to the Owner for that amount, to the extent of the payment received.

5.4 No Control. OfferMile does not control, and is not responsible for, the condition, safety, legality, roadworthiness, or suitability of any Vehicle; the accuracy of any Listing; the conduct of any Member or driver; or the performance of any Rental Document. Tools such as recall look-ups, COI checks, and VCR templates are provided to assist Members and do not shift any Member's legal obligations to OfferMile.

5.5 Graves Amendment Positioning. Each Owner rents Vehicles in the Owner's own trade or business of renting or leasing motor vehicles. OfferMile is not the owner of any Vehicle or an affiliate of any Owner. Nothing in the Platform Documents shall be construed to make OfferMile an owner, lessor, or operator of a Vehicle for purposes of 49 U.S.C. § 30106 or any state law.

5.6 Independent Contractors. Members are independent of OfferMile. No Member is an employee, agent (except as stated in Section 5.3), joint venturer, or partner of OfferMile.

6. Dual Roles: Owner and Renter

6.1 Every Member may act as an Owner, a Renter, or both, simultaneously. When a Member acts as an Owner, the Owner Listing Terms also apply; when it acts as a Renter, the Renter Terms also apply.

6.2 A Member may not rent its own Vehicle, rent to or from an affiliate for the purpose of manipulating ratings, fees, or payouts, or use the dual-role feature to evade any restriction, suspension, or insurance requirement.

6.3 Obligations owed by a Member in one role are not offset by amounts owed to it in the other role, except that OfferMile may exercise the set-off rights in Section 11.9.

7. Listings, Search, and Owner Anonymity

7.1 Listing Content. Owners are solely responsible for their Listings. Each Listing must include the information required by the Owner Listing Terms, including Vehicle identification, GVWR, maintenance history, the date and result of the most recent annual periodic inspection under 49 C.F.R. § 396.17 (where applicable), open-recall status, photographs, known defects, equipment and Telematics Devices, mileage policy, pricing, availability, and the permitted geographic radius.

7.2 Accuracy. Owners represent that all Listing content is accurate, complete, and not misleading, and must update Listings promptly when facts change.

7.3 Owner Anonymity Before Booking. To protect the marketplace and prevent circumvention, the Platform displays Listings without the Owner Identity. Owners must not include identifying information (company names, USDOT numbers, phone numbers, emails, websites, or legible identifying decals) in Listing text or photographs, and OfferMile may blur or remove such information.

7.4 Disclosure After Booking. Upon Booking Confirmation, the Platform discloses the Owner Identity (and the Renter's identity, to the extent not previously disclosed) to the other party to the extent needed to execute the Rental Documents, satisfy legal requirements (including vehicle-marking and rental-agreement requirements under 49 C.F.R. § 390.21), coordinate handover, and administer the Rental. Disclosed information is Confidential Information of the disclosing Member and may be used only for the Rental and as permitted by Section 17.

7.5 Prohibited Vehicles. The following may not be listed ("Prohibited Vehicles"): (a) any vehicle the Owner does not own or lawfully control with the right to rent it, including any vehicle subject to a lease, financing agreement, or security interest that prohibits rental or requires consent that has not been obtained; (b) any vehicle provided through, branded for, or leased under an Amazon Delivery Service Partner program or similar shipper-sponsored vehicle program (including vehicles leased through Amazon's designated fleet-leasing partners), and any vehicle bearing Amazon or other shipper-owned branding that the Owner is not authorized to rent to third parties; (c) any vehicle with an unremedied open safety recall, as described in the Owner Listing Terms; (d) any vehicle that is not currently registered, is not in safe operating condition, or (where applicable) lacks a current periodic inspection under 49 C.F.R. § 396.17; (e) any vehicle with a salvage, flood, or rebuilt title, unless disclosed and approved by OfferMile; (f) any vehicle requiring a commercial driver's license to operate (26,001 lb GVWR or more, or otherwise), unless and until OfferMile enables such category; (g) any vehicle placarded for, or intended to transport, hazardous materials; and (h) any vehicle subject to a lien, levy, seizure, or dispute over title.

7.6 Review and Removal. OfferMile may review, require changes to, decline, or remove any Listing at any time, but has no obligation to review Listings.

7.7 Search and Ranking. Search results may be ranked based on relevance, location, availability, price, ratings, response rate, verification status, and other factors. OfferMile does not guarantee any placement or volume of Bookings.

8. Bookings and Formation of the Rental Contract

8.1 Pre-Booking Requirements. Before a Renter may submit a Booking request, the Renter must (a) complete KYB, (b) have a valid card on file (and, if applicable, an ACH Mandate), (c) have an approved, current COI on file meeting the Certificate of Insurance Requirements, and (d) identify at least one Authorized Driver.

8.2 Booking Request and Acceptance. A Renter submits a Booking request specifying the Vehicle, Start Time, Billing Period, pickup and return locations, and Authorized Drivers. The Owner may accept or decline within the response window shown on the Platform, or may enable automatic acceptance.

8.3 Formation. Upon Booking Confirmation: (a) if the Owner and Renter have not previously executed an MVRA, each must execute the MVRA electronically before the Start Time; (b) the Platform generates a Rental Order, which each party executes electronically; and (c) the Rental Order and the MVRA together form a binding rental contract between the Owner and the Renter. No Vehicle may be handed over until the MVRA and Rental Order have been executed and the Checkout Inspection has begun.

8.4 Carrying the Rental Documents. The Renter must ensure that a copy of the executed Rental Order (printed or electronic, as permitted by law) is carried in the Vehicle throughout the Rental where required by 49 C.F.R. § 390.21(e) or other law.

8.5 Owner Cancellations Before Start Time. Owner cancellations are governed by the Owner Listing Terms, including cancellation penalties.

8.6 Renter Cancellations Before Start Time. A Renter may cancel a confirmed Booking before the Start Time. [Cancellations more than 48 hours before the Start Time incur no charge; cancellations within 48 hours incur a cancellation fee equal to [one (1) day of Rent or 50% of one Billing Period's Rent, whichever is less], paid to the Owner, plus the non-refundable portion of the Renter Service Fee, if any.]

8.7 No-Show. If the Renter fails to begin the Checkout Inspection within four (4) hours after the scheduled Start Time without notice, the Owner may treat the Booking as cancelled by the Renter within 48 hours of the Start Time.

9. Rental Subscriptions: Auto-Renewal, Billing in Arrears, and Cancellation

9.1 CONSPICUOUS AUTO-RENEWAL DISCLOSURE. EACH RENTAL IS AN AUTOMATICALLY RENEWING SUBSCRIPTION. AT THE END OF EACH BILLING PERIOD (DAILY, WEEKLY, OR MONTHLY, AS YOU SELECTED AT BOOKING), YOUR PAYMENT METHOD ON FILE WILL BE CHARGED THE RENT FOR THE BILLING PERIOD JUST ENDED, PLUS APPLICABLE FEES, TAXES, AND INCIDENTAL CHARGES, AND THE RENTAL WILL AUTOMATICALLY CONTINUE FOR ANOTHER BILLING PERIOD OF THE SAME LENGTH AT THE SAME RATE UNLESS YOU CANCEL. YOU MAY CANCEL AT ANY TIME ON THE PLATFORM. CANCELLATION TAKES EFFECT AT THE END OF THE CURRENT BILLING PERIOD; YOU WILL BE CHARGED THE FULL RENT FOR THE CURRENT BILLING PERIOD AND NO PARTIAL-PERIOD CREDIT, PRORATION, OR REFUND WILL BE GIVEN, EVEN IF YOU RETURN THE VEHICLE EARLY.

9.2 Affirmative Consent. At Booking, the Platform will display (a) the Rent per Billing Period, the Billing Period, the Service Fees, estimated taxes, and the Security Deposit; (b) the fact that charges recur at each Renewal Point until cancelled; (c) how to cancel; and (d) the date and time of the first Renewal Point. The Renter must affirmatively consent to the auto-renewal terms through a separate checkbox or equivalent action that is not bundled with acceptance of other terms. The Platform will send a Booking Confirmation containing these terms and a cancellation link.

9.3 Measurement of Billing Periods. Billing Periods are measured in the local time zone of the Vehicle's pickup location, beginning at the Start Time: (a) Daily: each successive 24-hour period; (b) Weekly: each successive 7-day (168-hour) period; (c) Monthly: each period ending at the same clock time on the same numbered day of the following calendar month (or, if that day does not exist, the last day of that month). The end of each Billing Period is a Renewal Point.

9.4 Billing in Arrears at Each Renewal Point. Rent is billed in arrears. At each Renewal Point, OfferMile will charge the Renter's payment method on file for (a) the Rent for the Billing Period that just ended, (b) the Renter Service Fee on that Rent, (c) applicable taxes, and (d) any Incidental Charges that have been finally determined and not previously charged. Example: For a Daily Rental starting Monday at 8:00 a.m., the Renter is charged for Day 1 at Tuesday 8:00 a.m.; if not cancelled, the Rental continues and the Renter is charged for Day 2 at Wednesday 8:00 a.m., and so on.

9.5 Pre-Authorization. To secure payment of Rent billed in arrears, OfferMile may, at the start of each Billing Period, place a pre-authorization hold on the Renter's card in an amount up to the Rent, Service Fees, and estimated taxes for that Billing Period, and may capture the hold at the Renewal Point.

9.6 How to Cancel. The Renter may cancel a Rental Subscription at any time by (a) clicking "Cancel Rental" on the Rental page in the Platform, or (b) emailing cancel@offermile.com from an Authorized User's registered email address. Cancellation through the Platform is effective immediately upon submission, and the Platform will display and email a cancellation confirmation stating the date and time the Rental will end (the "Scheduled End Time"), which is the end of the current Billing Period. Cancellation by email is effective when received by OfferMile during the current Billing Period. OfferMile will not require a phone call, retention offer, or survey as a condition to cancel.

9.7 Effect of Cancellation. Upon cancellation: (a) the Rental Subscription will not renew at the next Renewal Point; (b) the Renter must return the Vehicle to the agreed return location no later than the Scheduled End Time, and complete the Check-in Inspection; (c) the Renter will be charged the full Rent for the current Billing Period at the Scheduled End Time; and (d) the Security Deposit will be handled under Section 12.

9.8 Early Return. A Renter who returns the Vehicle before the Scheduled End Time (or who returns without cancelling) remains liable for the full Rent of the current Billing Period. Returning the Vehicle is treated as a cancellation effective at the end of the current Billing Period if no cancellation has been submitted.

9.9 Holdover. If the Vehicle is not returned by the Scheduled End Time (after a grace period of sixty (60) minutes), holdover charges apply as set out in the MVRA and the Damage and Claims Policy, and the Owner may pursue default remedies.

9.10 Owner Termination Notice. An Owner may elect not to continue a Rental beyond a Renewal Point by giving notice through the Platform at least (a) 24 hours before the Renewal Point for Daily Rentals, (b) 72 hours for Weekly Rentals, and (c) 7 days for Monthly Rentals, subject to the MVRA and the Owner Listing Terms, and except for termination for Renter default, which is governed by the MVRA.

9.11 Rate Changes. Rent and the Billing Period are fixed for the life of the Rental Subscription unless the Owner and Renter agree otherwise through a new or amended Rental Order executed on the Platform.

9.12 Maximum Term. Unless OfferMile permits otherwise, a Rental Subscription may not continue beyond six (6) consecutive months without a new Rental Order.

9.13 Reminders. For Monthly Rentals, the Platform will send a reminder at least three (3) days before each Renewal Point stating the upcoming charge and how to cancel.

9.14 Failed Payments. If a charge at a Renewal Point fails, OfferMile may retry the charge, charge any other payment method on file, and apply the Security Deposit, and the Renter will be in payment default under the MVRA if the amount is not paid within twenty-four (24) hours after notice. OfferMile may notify the Owner, suspend the Renter's Account, and facilitate the Owner's exercise of remedies.

10. Fees

10.1 No Renter Service Fee. Renters pay no service fee to OfferMile. At each Renewal Point the Renter is charged the Rent (plus any applicable taxes and amounts due under the Platform Documents); the Rent shown before Booking is the full recurring charge.

10.2 Owner Service Fee. Owners pay a commission calculated as a percentage of Rent collected (the "Owner Service Fee"), at the rate set by OfferMile from time to time and displayed in the Owner's account and on each Booking before the Owner approves it, deducted from Payouts. The rate in effect when a Booking is approved applies to that Rental.

10.3 Other Fees. OfferMile may charge disclosed fees for optional services (for example, premium placement, expedited payouts, or claim-administration fees). OfferMile may charge a claim administration fee of 5% of the amount awarded on Claims it processes, as set out in the Damage and Claims Policy.

10.4 Changes. OfferMile may change Service Fees prospectively on at least thirty (30) days' notice. Changes do not apply to Billing Periods beginning before the effective date of the change for Rental Subscriptions that began before the notice.

10.5 Fees Non-Refundable. Service Fees are earned when charged and are non-refundable except as required by law or expressly stated in the Platform Documents (including where a Rent charge is reversed because of an Owner-caused cancellation or Vehicle failure).

11. Payments, Payment Processing, and Payouts (Stripe Connect)

11.1 Stripe Services Agreement. Payment processing services for Members on OfferMile are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal/full), which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these Terms or continuing to operate as a Member on OfferMile, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of OfferMile enabling payment processing services through Stripe, you agree to provide OfferMile accurate and complete information about you and your business, and you authorize OfferMile to share it and transaction information related to your use of the payment processing services provided by Stripe.

11.2 Stripe Privacy. When you provide personal data in connection with payments on the Platform, Stripe receives that personal data and processes it in accordance with Stripe's Privacy Policy (https://stripe.com/privacy).

11.3 Connected Account Required for Owners. To receive Payouts, an Owner must create and maintain a Connected Account in good standing and complete all identity-verification requirements of Stripe. OfferMile is not responsible for delays caused by incomplete verification.

11.4 Renter Payment Methods. Renters must maintain a valid credit or debit card on file at all times. For Weekly and Monthly Rentals, Renters may designate a U.S. bank account under an ACH Mandate as the primary payment method, with the card as the backup payment method. Renters authorize recurring, merchant-initiated, off-session charges as described in the Renter Terms.

11.5 Payment Flow. Renter payments are collected by OfferMile through the Payment Processor. After a charge succeeds and clears, OfferMile will cause the Owner's share (Rent and amounts payable to the Owner, less the Owner Service Fee, any Payment Processor fees allocated to the Owner, taxes collected by OfferMile as required by law, amounts subject to hold under Section 11.7, and set-offs under Section 11.9) to be transferred to the Owner's Connected Account.

11.6 Payout Timing. Payouts are initiated [within two (2) business days after the relevant Renewal Point charge succeeds; for ACH payments, after the funds settle]. Payout timing from the Connected Account to the Owner's bank is governed by the Stripe Services Agreement.

11.7 Holds and Reserves. OfferMile may delay, hold, or reverse Payouts (a) while a Claim, chargeback, ACH return, or dispute is pending; (b) where fraud, a Terms violation, or elevated risk is suspected; (c) as required by the Payment Processor or law; or (d) to establish a reasonable reserve for anticipated refunds, chargebacks, or Claims.

11.8 Chargebacks and Reversals. If a Renter's payment is reversed (by chargeback, ACH return, or otherwise), the Owner's corresponding Payout may be reversed or deducted from future Payouts to the extent permitted by the Platform Documents, and the Renter remains liable to the Owner and to OfferMile for the reversed amount, the Payment Processor's fees, and collection costs. Renters agree to contact OfferMile to resolve payment disputes before initiating a chargeback.

11.9 Set-Off. OfferMile may set off amounts a Member owes to OfferMile or (through OfferMile as collection agent) to another Member under the Platform Documents against Payouts, Security Deposits refundable to that Member, or other amounts payable to that Member.

11.10 Currency. All amounts are in U.S. dollars.

11.11 No Interest. No interest accrues on funds held under these Terms, including Security Deposits, unless required by law.

12. Security Deposits

12.1 Collection. The Owner sets a Security Deposit for each Listing within the range permitted by OfferMile. The Security Deposit is collected from the Renter's payment method at or before the Start Time as a charge / as a pre-authorization hold renewed as necessary.

12.2 Purpose. The Security Deposit secures the Renter's obligations under the Rental Documents, including unpaid Rent, Damage Charges, Incidental Charges, and holdover charges. It is not a cap on the Renter's liability and is not a prepayment of Rent.

12.3 Release. Unless a Claim or Incidental Charge is submitted within the applicable window in the Damage and Claims Policy, OfferMile will release the Security Deposit to the Renter within five (5) business days after the later of (a) the completed Check-in Inspection, or (b) expiration of the Owner's damage-claim window. Amounts subject to a pending Claim may be held until the Claim is resolved. The release of a Security Deposit does not waive later Claims for tolls, citations, or other Incidental Charges filed within their applicable windows, which may be charged to the Renter's payment method on file.

12.4 Application. Security Deposits may be applied to amounts owed by the Renter only (a) with the Renter's consent, (b) after the Renter fails to dispute a Claim within the response window, or (c) pursuant to a determination under Section 15.

13. Insurance Verification

13.1 OfferMile Does Not Provide Insurance. OfferMile IS NOT AN INSURER, INSURANCE AGENT, OR INSURANCE PRODUCER, DOES NOT SELL, OFFER, OR PROVIDE INSURANCE, AND DOES NOT PROVIDE ANY DAMAGE WAIVER OR PROTECTION PLAN.

13.2 Renter Insurance. Renters must carry Required Insurance as described in the Renter Terms, the MVRA, and the Certificate of Insurance Requirements, including commercial auto liability of not less than $1,000,000 combined single limit per occurrence (or higher if required by law or the Rental Order) and physical damage coverage for the rented Vehicle, with the Owner named as additional insured and loss payee.

13.3 Owner Insurance. Owners must maintain their own insurance as described in the Owner Listing Terms.

13.4 Limited Verification Role. OfferMile collects and reviews COIs against the Certificate of Insurance Requirements, tracks expiration dates, and may contact insurers or agents to confirm coverage. A COI IS INFORMATIONAL ONLY AND DOES NOT AMEND, EXTEND, OR ALTER COVERAGE. OfferMile'S REVIEW OR ACCEPTANCE OF A COI IS NOT A REPRESENTATION OR WARRANTY THAT COVERAGE EXISTS, IS ADEQUATE, OR WILL RESPOND TO ANY LOSS, AND OfferMile HAS NO LIABILITY FOR ANY LACK OR INSUFFICIENCY OF COVERAGE.

13.5 Suspension for Lapsed Insurance. If a Renter's COI expires, is cancelled, or no longer meets the requirements, or OfferMile receives notice of cancellation or non-renewal: (a) the Renter may not begin new Rentals; (b) OfferMile will notify the Renter and the affected Owners; (c) the Renter must immediately cease operating all affected Vehicles and, unless compliant coverage is evidenced within twenty-four (24) hours, return them; and (d) the Owner may treat the lapse as a default under the MVRA. Rent continues to accrue during any suspension until the Vehicle is returned.

14. Vehicle Condition Reports and Inspections

14.1 Mandatory Inspections. Every Rental must include a Checkout Inspection and a Check-in Inspection performed through the Platform's inspection tool, including the minimum photographs required by the tool, each automatically timestamped and, where device permissions allow, geolocated.

14.2 Signature. Both parties (or their Authorized Users or Authorized Drivers) must sign each VCR electronically. If a party refuses or fails to sign within two (2) hours after the other party submits a VCR, the submitted VCR, with its timestamped photographs, will be deemed accepted absent manifest error, but the non-signing party may submit its own timestamped photographs within that window.

14.3 Evidentiary Effect. The VCRs are exhibits to the Rental Order and are primary evidence of Vehicle condition for Claims. Damage not recorded on the Checkout VCR and shown on the Check-in VCR is presumed to have occurred during the Rental, subject to rebuttal.

14.4 Record Integrity. The Platform stores VCRs, photographs, and metadata in a tamper-evident manner with an audit trail. Members may not alter, backdate, or upload photographs other than through the Platform's capture tool, unless OfferMile permits.

15. Damage Claims, Incidental Charges, and Disputes Between Members

15.1 Process. Claims must be submitted, responded to, and resolved in accordance with the Damage and Claims Policy, including its filing windows (for example, damage Claims within seventy-two (72) hours after the Check-in Inspection and toll and citation Claims within one hundred twenty (120) days after the end of the Rental), evidence requirements, and response deadlines. Claims not submitted within the applicable window are not eligible for payment through the Platform, but this does not release any claim between the Owner and Renter under the Rental Documents, which may be pursued under Section 27.

15.2 OfferMile Decision Authority — Released Funds Only. Each Member authorizes OfferMile, acting in its sole reasonable discretion based on the evidence submitted, to determine whether and how much of the Released Funds to apply to a Claim, including by charging the Renter's payment method on file, applying the Security Deposit, or withholding Payouts. OfferMile's determination (a) is final solely as to the disposition of Released Funds; (b) is not an arbitration award, adjudication, or determination of fault or liability; (c) does not limit either party's right to pursue additional amounts or recover amounts paid through dispute resolution under Section 27; and (d) creates no liability for OfferMile to either party.

15.3 Charging the Renter. Each Renter authorizes OfferMile to charge its payment methods on file for Damage Charges and Incidental Charges (a) that the Renter accepts, (b) that the Renter fails to dispute within the response window, or (c) that OfferMile determines under Section 15.2 are supported by the evidence, up to the amount of the Security Deposit plus $2,500 per Claim

15.4 No Guarantee of Collection. OfferMile does not guarantee payment of any Claim, Rent, or other amount and is not liable for any Renter's or Owner's failure to pay.

15.5 Insurance Claims. The Claims process does not replace any insurance claim. Members must cooperate with each other's insurers.

16. Communications on the Platform

16.1 Before Booking Confirmation, Members must communicate only through Platform messaging. Contact information in messages may be automatically masked.

16.2 OfferMile may monitor, review, and retain messages for safety, fraud prevention, dispute resolution, and enforcement of these Terms, and may use them as evidence in Claims.

16.3 After Booking Confirmation, Members may communicate directly as needed to perform the Rental, but agree to record material agreements (extensions, rate changes, damage acknowledgements, and early return) on the Platform.

17. Anti-Circumvention and Non-Solicitation

17.1 Covenant. In consideration of access to the Platform and the Introductions it provides, each Member agrees that, during the period it is a Member and for twenty-four (24) months after the most recent Introduction to another Member (the "Non-Circumvention Period"), it will not, directly or indirectly (including through affiliates, owners, or employees): (a) rent, lease, lend, or sell any vehicle to, or rent, lease, borrow, or buy any vehicle from, a Member to which it was introduced through the Platform, other than through the Platform; (b) solicit or encourage any such Member to transact off-Platform; or (c) use any information obtained through the Platform (including Owner Identity) to transact off-Platform.

17.2 Exceptions. Section 17.1 does not apply to (a) relationships that the Member can document existed before the Introduction, or (b) transactions for which the Member pays OfferMile the Circumvention Fee.

17.3 Circumvention Fee. Because OfferMile's damages from circumvention are difficult to calculate, a Member that breaches Section 17.1 agrees to pay OfferMile, as liquidated damages and not as a penalty, an amount equal to the Service Fees that would have been payable on the off-Platform transaction(s) over a period of twelve (12) months, or, if not determinable, $2,500 per vehicle involved. OfferMile may also suspend or terminate the Member's Account.

17.4 Reporting. Members are encouraged to report solicitation to transact off-Platform. OfferMile may offer a reward or credit for verified reports.

18. Ratings and Reviews

18.1 After each Rental, the Owner and Renter may rate and review each other. Reviews must be truthful, based on the reviewer's actual experience, and must not include confidential information, personal data of drivers, or unlawful content.

18.2 OfferMile may remove reviews that violate these Terms but does not otherwise verify or endorse reviews. Members may not offer or accept compensation for reviews or threaten negative reviews to obtain concessions.

19. Member Content and License

19.1 Ownership. Members retain ownership of the content they submit (Listings, photographs, documents, messages, VCRs, and reviews) ("Member Content").

19.2 License to OfferMile. Each Member grants OfferMile a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to host, store, reproduce, modify (for formatting, blurring, and anonymization), display, and distribute Member Content to operate, improve, and promote the Platform, to administer Rentals and Claims, to comply with law, and to enforce these Terms. The license survives termination as to Member Content incorporated in Rental Documents, VCRs, Claims records, and records retained under Section 31.9, and otherwise for a reasonable period needed to remove it.

19.3 Aggregated Data. OfferMile may create and use aggregated or de-identified data derived from Platform activity (for example, pricing and utilization benchmarks) for any lawful purpose, provided it does not identify any Member or individual.

19.4 Platform IP. The Platform, its software, templates (including the Platform's form Rental Documents), and trademarks are owned by OfferMile or its licensors. OfferMile grants Members a limited, revocable, non-transferable right to use the Platform and to use the form Rental Documents solely for Rentals made through the Platform.

19.5 Feedback. Suggestions provided to OfferMile may be used without obligation.

20. Prohibited Conduct

Members must not, and must not permit others to: (a) provide false, misleading, or incomplete information, including in Listings, KYB, COIs, or VCRs; (b) list a Prohibited Vehicle or rent a Vehicle for a prohibited use; (c) circumvent the Platform or its fees; (d) sublease, re-rent, or list on another marketplace any Vehicle rented through the Platform; (e) use a Vehicle to transport hazardous materials requiring placards, or for any unlawful purpose; (f) discriminate unlawfully against any Member; (g) harass, threaten, or defraud any person; (h) scrape, crawl, reverse-engineer, or interfere with the Platform or its security; (i) access the Platform through automated means other than APIs OfferMile provides; (j) upload malware or infringing content; (k) manipulate ratings or search results; (l) initiate chargebacks in bad faith; or (m) use the Platform in violation of sanctions, export control, anti-money-laundering, or other laws.

21. Suspension, Delisting, and Termination

21.1 By Member. A Member may close its Account at any time on notice to OfferMile, but closure does not terminate active Rentals, and the Member must complete, cancel under Section 9, or return all Vehicles in active Rentals and settle all amounts owed. Closure is effective when all Rentals and Claims are closed.

21.2 By OfferMile. OfferMile may suspend, restrict, or terminate a Member's Account, remove Listings, or cancel Bookings not yet started, with or without notice, if (a) the Member breaches the Platform Documents or Rental Documents; (b) KYB, insurance, or safety information is inaccurate, lapsed, or unsatisfactory; (c) OfferMile reasonably suspects fraud, unsafe conduct, or legal risk; (d) required by the Payment Processor or law; or (e) for convenience on thirty (30) days' notice.

21.3 Active Rentals. If OfferMile suspends or terminates a Member with active Rentals, OfferMile may (a) allow active Rentals to continue to their next Renewal Point without renewal; (b) cancel the Rental Subscription effective at the next Renewal Point; or (c) where safety, insurance lapse, or fraud is involved, notify the counterparty so that it may exercise its rights under the MVRA. OfferMile will continue to process payments and Claims relating to Rentals that began before termination.

21.4 Survival. Sections 5, 11.7–11.9, 12, 15, 17, 19, and 22–31, and all accrued payment obligations, survive termination.

22. Taxes

22.1 Member Responsibility. Each Member is responsible for determining and paying all taxes arising from its activities, including income taxes, and (except as stated in Section 22.2) sales, use, rental, excise, gross-receipts, personal property, and vehicle-rental surcharges.

22.2 Marketplace Facilitator Collection. Where OfferMile is required by law (including state marketplace-facilitator laws) to collect and remit sales, use, rental, or similar taxes or fees on Rentals, OfferMile will calculate, collect, and remit them, and they will be displayed to the Renter before Booking.

22.3 Information Reporting. Owners must provide a valid IRS Form W-9 (or other form requested) before receiving Payouts. OfferMile or the Payment Processor may issue IRS Form 1099-K or other information returns as required by law and may backup-withhold where required.

23. Disclaimers

23.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, OfferMile DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

23.2 OfferMile MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY VEHICLE (INCLUDING ITS CONDITION, SAFETY, ROADWORTHINESS, RECALL STATUS, INSPECTION STATUS, REGULATORY COMPLIANCE, OR FITNESS FOR ANY SHIPPER PROGRAM), ANY LISTING, ANY MEMBER, ANY DRIVER, ANY INSURANCE, OR ANY RENTAL DOCUMENT. RECALL LOOK-UPS, FMCSA DATA, COI REVIEWS, AND OTHER INFORMATION DISPLAYED ON THE PLATFORM MAY BE INCOMPLETE OR OUTDATED AND ARE PROVIDED FOR CONVENIENCE ONLY.

23.3 THE FORM RENTAL DOCUMENTS ARE PROVIDED AS A CONVENIENCE. OfferMile DOES NOT PROVIDE LEGAL, TAX, INSURANCE, OR REGULATORY ADVICE, AND EACH MEMBER SHOULD CONSULT ITS OWN ADVISORS.

24. Limitation of Liability

24.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OfferMile AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, ROUTES, SHIPPER CONTRACTS, GOODWILL, OR DATA, OR FOR ANY BODILY INJURY, DEATH, OR PROPERTY DAMAGE ARISING FROM ANY VEHICLE OR RENTAL, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY.

24.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OfferMile'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM, THE PLATFORM DOCUMENTS, OR ANY RENTAL WILL NOT EXCEED THE GREATER OF (A) THE SERVICE FEES ACTUALLY RECEIVED BY OfferMile FROM THE CLAIMING MEMBER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

24.3 EXCEPTIONS. Sections 24.1 and 24.2 do not limit (a) OfferMile's obligation to remit Payouts actually collected and due to an Owner, or (b) liability that cannot be limited under applicable law, including for fraud or willful misconduct.

24.4 Basis of the Bargain. The limitations in this Section are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

25. Indemnification

25.1 By Members. Each Member will defend, indemnify, and hold harmless OfferMile and its affiliates, officers, directors, employees, and agents from and against all claims, demands, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Member's Listings, Vehicles, or Rentals (including any bodily injury, death, or property damage involving a Vehicle the Member owns or rents); (b) the Member's breach of the Platform Documents or Rental Documents; (c) the Member's violation of law (including FMCSA, DOT, tax, privacy, and employment law); (d) the acts or omissions of the Member's Authorized Users, drivers, employees, and contractors; (e) any dispute between the Member and another Member; (f) the Member's Member Content; and (g) any claim that OfferMile is an owner, lessor, operator, employer, or motor carrier with respect to a Vehicle the Member owns or rents.

25.2 Procedure. OfferMile will give prompt notice of a claim (though delay relieves the Member only to the extent prejudiced), may participate with counsel of its choice at its own expense, and the Member may not settle any claim that imposes obligations on or admits fault by OfferMile without OfferMile's prior written consent.

26. Electronic Signatures, Records, and Communications Consent

26.1 Consent to Electronic Transactions. Each Member agrees that the Platform Documents, Rental Documents, VCRs, notices, receipts, invoices, disclosures, and all other records may be provided, signed, and stored electronically, and that its electronic signature (including clicking "I Agree," "Sign," "Accept Booking," or "Submit Inspection," typing a name, or drawing a signature) is the legal equivalent of a handwritten signature, under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) ("ESIGN") and the Uniform Electronic Transactions Act as adopted in the applicable state ("UETA").

26.2 Attribution. An electronic signature or action taken through a Member's Account, using the credentials of an Authorized User or Authorized Driver, is attributable to the Member. The Platform records, for each signature, the signer's name, Account, role, date, time (UTC and local), IP address, device information, and a hash of the signed document, forming an audit trail that Members agree is admissible evidence of execution.

26.3 Record Retention and Access. OfferMile will retain executed Rental Documents, VCRs, and signature audit trails in a form that accurately reflects the information and remains accessible for later reference for at least seven (7) years after the end of the relevant Rental or longer if required by law or a pending dispute. Members may download copies at any time while their Account is active and should retain their own copies.

26.4 Hardware and Software. Access requires a current web browser, internet access, an email account, and a device capable of capturing photographs. Members may request a paper copy of any Rental Document by emailing legal@offermile.com. Paper copies may be subject to a reasonable fee.

26.5 Withdrawal. A Member may withdraw consent to electronic transactions only by closing its Account under Section 21.1; withdrawal does not affect the validity of records previously signed.

26.6 Communications. Members consent to receive transactional emails, SMS, and push notifications (including Renewal Point receipts, insurance alerts, and Claim notices) at the contact details in their Account. Message and data rates may apply.

27. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND LIMITS HOW YOU CAN SEEK RELIEF.

27.1 Scope. This Section governs (a) any dispute, claim, or controversy between a Member and OfferMile arising out of or relating to the Platform, the Platform Documents, or any Rental ("Platform Disputes"), and (b) any dispute between an Owner and a Renter arising out of or relating to the Rental Documents or a Rental ("Member Disputes"), with Member Disputes also governed by the MVRA's dispute-resolution section, which incorporates this Section 27. The arbitrator decides questions of arbitrability, except that a court decides the enforceability of Sections 27.6 (Class Action Waiver) and 27.7 (Mass Arbitration).

27.2 Informal Resolution. Before commencing arbitration, the claimant must send the other party a written notice describing the dispute and the relief sought, and the parties must attempt in good faith to resolve it for thirty (30) days. For Member Disputes, the parties must first complete the Platform's Claims process where applicable.

27.3 BINDING ARBITRATION. EXCEPT AS PROVIDED IN SECTION 27.5, ALL PLATFORM DISPUTES AND MEMBER DISPUTES WILL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL ARBITRATION RULES (INCLUDING, WHERE APPLICABLE, ITS EXPEDITED PROCEDURES) IN EFFECT WHEN THE DEMAND IS FILED. The arbitration will be conducted by a single arbitrator, seated in the State of Texas, and may be conducted by videoconference or on documents where the Rules permit. Judgment on the award may be entered in any court of competent jurisdiction. This agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

27.4 Fees. Each party pays its own attorneys' fees and AAA fees as allocated by the AAA Rules, except that the arbitrator may award fees and costs to the prevailing party where the underlying agreement or law permits.

27.5 Exceptions. Either party may (a) bring an individual action in small-claims court for disputes within its jurisdiction; (b) seek temporary or preliminary injunctive relief in court to protect intellectual property, confidential information, or to prevent circumvention pending arbitration; and (c) an Owner may seek replevin, claim-and-delivery, or other provisional remedies in any court of competent jurisdiction to recover possession of a Vehicle, with any damages claims to proceed in arbitration.

27.6 CLASS ACTION WAIVER. ALL DISPUTES WILL BE ARBITRATED OR LITIGATED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT MEMBERS OR AWARD RELIEF TO ANYONE OTHER THAN THE INDIVIDUAL PARTIES. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

27.7 Mass Arbitration. If twenty-five (25) or more similar demands are filed against OfferMile by or with the assistance of the same counsel or coordinated parties, the AAA Mass Arbitration Supplementary Rules (or successor) will apply, and the demands may be administered in batches.

27.8 Limitations Period. To the extent permitted by law, any Platform Dispute must be commenced within one (1) year after the claim arose.

27.9 Severability. If Section 27.6 is found unenforceable as to any claim, that claim (and only that claim) will be severed and litigated in the courts described in Section 28.2, stayed pending arbitration of the remaining claims.

27.10 Opt-Out. [Optional: A Member may opt out of this Section 27 within thirty (30) days after first accepting these Terms by sending written notice to legal@offermile.com.]

28. Governing Law

28.1 Governing Law. These Terms and all Platform Disputes are governed by the laws of the State of Texas, without regard to conflict-of-laws principles, and by the Federal Arbitration Act.

28.2 Venue. Subject to Section 27, the state and federal courts located in COUNTY, STATE have exclusive jurisdiction, and each party consents to personal jurisdiction there.

29. Notices

29.1 To Members. OfferMile may give notices by email to the Account's primary contact, by in-Platform notification, or by posting on the Platform. Email notices are effective when sent; posted notices when posted.

29.2 To OfferMile. Legal notices must be sent to Jan Logistical Services LLC, Attn: Legal, by email to legal@offermile.com. Notices are effective upon receipt.

30. Changes to These Terms

30.1 OfferMile may amend these Terms by posting the amended version and notifying Members at least thirty (30) days before the amendment takes effect (or immediately where required by law or for security reasons). Continued use after the effective date constitutes acceptance. Amendments do not apply retroactively to Billing Periods that began before the effective date, and amendments to Section 27 do not apply to disputes of which OfferMile had notice before the amendment.

30.2 Material changes may require re-acceptance through a click-through.

31. General Provisions

31.1 Entire Agreement. The Platform Documents are the entire agreement between OfferMile and each Member regarding the Platform.

31.2 Assignment. Members may not assign these Terms without OfferMile's prior written consent. OfferMile may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or to an affiliate.

31.3 Force Majeure. OfferMile is not liable for delays or failures caused by events beyond its reasonable control, including outages of the Payment Processor or cloud providers.

31.4 Severability. Unenforceable provisions will be modified to the minimum extent necessary, and the remainder will remain in effect.

31.5 No Waiver. Failure to enforce a provision is not a waiver.

31.6 Third-Party Beneficiaries. Except as stated in Section 1.4 and for indemnitees under Section 25, there are no third-party beneficiaries.

31.7 Interpretation. "Including" means "including without limitation." Headings are for convenience only. No provision will be construed against the drafter.

31.8 Export and Sanctions. Members must comply with U.S. export and sanctions laws.

31.9 Records. OfferMile may retain records as described in the Privacy Policy and Section 26.3, including after Account closure.

31.10 Contact. Jan Logistical Services LLC · support@offermile.com