First published: October 21, 2026

Version: v1.0.1

Effective date: 2026-10-21

DriverOffer Terms of Service

These Terms of Service (the "Terms") are a binding agreement between DriverOffer ("DriverOffer," "we," "us," or "our"), and the company, carrier, or other organization that creates an account or uses the Service ("Customer," "you," or "your").

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE NON-REFUNDABLE FEES (SECTION 8), AUTOMATIC RENEWAL (SECTION 8), A DATA LICENSE AND RETENTION CLAUSE (SECTION 6), A DISCLAIMER OF WARRANTIES (SECTION 12), A LIMITATION OF LIABILITY (SECTION 13), YOUR INDEMNITY OBLIGATIONS (SECTION 14), AND BINDING INDIVIDUAL ARBITRATION WITH A CLASS ACTION WAIVER (SECTION 17), WHICH YOU MAY OPT OUT OF WITHIN 30 DAYS.

1. Acceptance and authority

1.1 How you accept. You accept these Terms and our Privacy Policy (located at https://driveroffer.com/privacy) by checking the box labeled "I have read and agree to the Terms of Service and Privacy Policy, including the key terms above, on behalf of my company, and I have authority to bind it." and clicking the button to create your account, start a trial, or subscribe. You also accept them by checking the box in the update notice, which reads "I have read and agree to the updated Terms of Service and Privacy Policy, including the key terms above, on behalf of my company, and I have authority to bind it.", and clicking "Accept and continue" when we ask you to accept an updated version. If you do not agree, do not use the Service.

1.2 Authority. The individual who accepts these Terms represents and warrants that they are at least 18 years old and are authorized to bind Customer. If they are not authorized, that individual is personally bound by these Terms.

1.3 Business use only. The Service is offered only to businesses for business purposes. It is not offered to consumers for personal, family, or household use. By accepting, you confirm that you are acting for a business.

2. Definitions

3. The Service and what DriverOffer is NOT

3.1 What the Service does. The Service is a software tool. It helps Customer build and present its own job and compensation offers to Drivers, and receive Drivers' non-binding responses. Customer decides what each Offer says, who receives it, and how it is sent.

3.2 DRIVEROFFER IS ONLY A SOFTWARE PROVIDER. DriverOffer is not:

DriverOffer does not recruit, screen, evaluate, rank, recommend, or select Drivers. It does not make or influence hiring decisions. It does not verify any Driver's identity or qualifications, or the accuracy of any response.

3.3 Offers are Customer's, not DriverOffer's. Offers are not contracts and are not offers of employment from DriverOffer. Compensation figures shown in an Offer are estimates that Customer supplies. DriverOffer does not guarantee that any Offer is accurate, lawful, complete, or will be honored.

3.4 No guarantee of results. DriverOffer does not guarantee any number of hires, responses, deliverability of messages, response times, or business results.

3.5 No electronic signatures. The Service does not currently provide signature or contract-execution features. A Driver's "Interested," "Question," or "Not interested" response is not acceptance of an offer and does not create a contract.

3.6 Changes to the Service. We may add, change, or remove features at any time. If we remove a core feature that materially reduces the Service during a paid Subscription Term, we will give you notice where reasonably practical.

4. Accounts and security

4.1 Customer must provide accurate account, company, and billing information and keep it current. This includes legal name, USDOT and MC numbers (if any), fleet size, and a physical mailing address.

4.2 Customer is responsible for all activity under its account, for its Authorized Users and their compliance with these Terms, for keeping passwords and credentials confidential, and for managing user access. Customer must notify us promptly at bgd4you@gmail.com of any unauthorized access.

4.3 Offer links are bearer links. Anyone who has an offer link can view that Offer and submit a response. Customer is responsible for sending each link only to the intended Driver. Customer should revoke links that are sent in error or are no longer needed.

4.4 Plan eligibility is based on fleet size (power units on Customer's FMCSA record or as otherwise agreed). If Customer's fleet size changes or was stated inaccurately, we may move Customer to the correct plan at the next renewal, with notice.

5. Customer responsibilities and warranties

5.1 CUSTOMER IS SOLELY RESPONSIBLE FOR ITS OFFERS, DRIVER DATA, HIRING DECISIONS, AND MESSAGES. Customer is solely responsible for: (a) the accuracy, completeness, and legality of every Offer and all Customer Data, including pay, rates, estimated earnings, deductions, escrow, bonuses, benefits, home time, equipment, and worker classification (employee, independent contractor, or lease operator); (b) all recruiting, screening, hiring, contracting, compensation, and termination decisions, and all Driver qualification, licensing, drug and alcohol testing, and record-keeping obligations; (c) all relationships, communications, and disputes with Drivers; and (d) every email, text message, and other communication sent from Customer's accounts, numbers, or mailboxes, including through the Service.

5.2 Customer warranties. Customer represents, warrants, and covenants that: (a) Right to Driver Data. Customer has obtained all rights, notices, and consents required by law to collect Driver Data, enter it into the Service, and let DriverOffer process it as described in these Terms and the Privacy Policy. This includes notice at collection, where required. (b) Consent to contact. Before Customer sends any email or text message to a Driver through or with the help of the Service, Customer has any consent the law requires. Customer will comply with all laws on calls, texts, and email, including the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing and texting laws, carrier and messaging-industry rules (including A2P 10DLC or toll-free verification), and quiet-hour restrictions. Customer will honor every opt-out promptly. (c) Lawful offers. Every Offer will comply with all applicable laws, including laws on equal employment opportunity and anti-discrimination, pay and wage disclosures, pay transparency, independent-contractor and leasing arrangements (including truth-in-leasing rules where applicable), and truthful advertising. No Offer will be false, misleading, or deceptive. No Offer will state or imply a preference, limitation, or discrimination based on race, color, religion, sex (including pregnancy, sexual orientation, and gender identity), national origin, age, disability, genetic information, veteran or military status, or any other characteristic protected by law. (d) Earnings statements. Any earnings, mileage, or pay figures Customer enters are reasonable, good-faith estimates based on Customer's actual pay practices. Customer will label them as estimates where appropriate. (e) Quotes, awards, and endorsements. Every Driver quote, testimonial, award, or other endorsement Customer posts is genuine and reflects the honest opinion or actual experience of the person quoted. It is used with that person's permission, and any material connection is disclosed. Every award was actually given to Customer. (f) Third-party content. Customer has all rights to the logos, photos, videos, trademarks, and other content it uploads. (g) Credentials. Customer is authorized to connect any email account, SMS account, webhook, or other Third-Party Service it connects to the Service.

5.3 Prohibited data. Customer must NOT enter, upload, or send through the Service any of the following: Social Security numbers; driver's license or CDL numbers; dates of birth; Drivers' home or residential addresses; motor vehicle records; criminal history; background, credit, or consumer reports; drug or alcohol test results; medical or health information (including DOT medical examiner certificates); immigration or citizenship information; bank or payment card numbers; or other sensitive personal information. The only exception is if DriverOffer expressly agrees in writing. The Service is not designed for this data. DriverOffer has no responsibility for prohibited data that Customer enters and may delete it without notice.

5.4 No consumer reports. Customer will not use the Service, or any information obtained through it, as a factor in determining any individual's eligibility for employment, credit, insurance, or any other purpose covered by the Fair Credit Reporting Act or similar laws. Customer will not treat DriverOffer as a consumer reporting agency.

6. CUSTOMER DATA: OWNERSHIP, LICENSE, RETENTION, AND AGGREGATED DATA

PLEASE READ THIS SECTION CAREFULLY. IT EXPLAINS HOW LONG DRIVEROFFER KEEPS THE DATA YOU ENTER AND WHAT DRIVEROFFER MAY DO WITH IT.

6.1 Ownership. As between the parties, Customer owns Customer Data.

6.2 License to DriverOffer. Customer grants DriverOffer and its service providers a worldwide, non-exclusive, royalty-free license, for the Subscription Term and the retention periods in this Section 6, to host, store, copy, transmit, display, process, back up, and otherwise use Customer Data as needed to: (a) provide, maintain, secure, and support the Service; (b) prevent fraud, abuse, and security incidents; (c) fix errors, and maintain and improve the quality and features of the Service; (d) comply with law and enforce these Terms; and (e) create Aggregated Data.

6.3 Driver Data is processed on Customer's behalf. DriverOffer processes Driver Data as a service provider and processor for Customer, under Customer's instructions as expressed through these Terms and Customer's use of the Service, and under the data protection commitments in this Section 6 and any Data Processing Addendum DriverOffer makes available (on request to bgd4you@gmail.com), which, once provided, is part of these Terms. DriverOffer will not sell or share Driver Data (as those terms are defined in applicable privacy laws). It will not use Driver Data for advertising or to contact Drivers for its own purposes. It will not combine Driver Data across customers, except as permitted by law for the purposes in Section 6.2.

6.4 RETENTION: DATA STAYS IN THE SERVICE. Customer Data, including Driver Data, Offers, responses, and activity history, is retained in the Service for the entire Subscription Term. This includes any period in which the account is read-only because of non-payment, cancellation, or trial expiration. Archiving an Offer or revoking a link does not delete the underlying record. After the account is terminated or the subscription ends, DriverOffer may continue to retain Customer Data for 180 days so that Customer can reactivate or export it. After that, DriverOffer will delete or de-identify it within a further 30 days, except that DriverOffer may keep: (a) copies in routine backups until those backups are overwritten in the normal cycle (currently up to 35 days), protected and not actively used; (b) records DriverOffer must keep to comply with law, resolve disputes, enforce these Terms, or meet a legal hold, for as long as needed for that purpose; (c) records of Customer's acceptance of these Terms and the Privacy Policy (including the acceptance log) for 7 years after the account is closed, and billing and consent records for at least as long as the law requires; and (d) Aggregated Data, which is not Customer Data. Customer may request earlier deletion in writing. DriverOffer will honor it, subject to items (a) through (c).

6.5 AGGREGATED DATA: PERPETUAL LICENSE. DriverOffer may create Aggregated Data. DriverOffer owns Aggregated Data and may use, disclose, and commercialize it for any lawful purpose, during and after the Subscription Term, including for benchmarks, product improvement, and marketing statistics. DriverOffer will: (a) take reasonable measures so that Aggregated Data cannot be associated with Customer or any individual; (b) maintain and use it only in de-identified form and not attempt to re-identify it (except to test that the de-identification works); and (c) contractually require any recipient to do the same. DriverOffer will not publicly identify Customer as the source of any Aggregated Data without Customer's consent.

6.6 Export. During the Subscription Term, including while read-only, Customer may export its Offers and responses using the export features of the Service.

6.7 Requests from Drivers. If a Driver asks DriverOffer to access, correct, or delete Driver Data, DriverOffer will refer the Driver to Customer or notify Customer, and will reasonably help Customer respond. Customer is responsible for responding to Drivers. DriverOffer may act directly on a request where the law requires it.

6.8 Feedback. If Customer gives DriverOffer suggestions or feedback, DriverOffer may use them without restriction or compensation.

6.9 Security and breach notification. DriverOffer will implement and maintain reasonable administrative, technical, and physical safeguards to protect Customer Data from unauthorized access, acquisition, destruction, use, modification, or disclosure. If DriverOffer confirms a breach of security that results in unauthorized access to or acquisition of Customer Data in DriverOffer's systems, DriverOffer will notify Customer without undue delay and will reasonably cooperate with Customer, including by providing information Customer needs to meet its own notice obligations, as required by applicable law (including the Illinois Personal Information Protection Act, 815 ILCS 530). Customer is responsible for the security of its own credentials and devices, for how it shares offer, export, and feed links, and for any Third-Party Services it connects.

7. Messaging, integrations, and Third-Party Services

7.1 Customer is the sender. DriverOffer does not send email or text messages to Drivers on its own behalf. When Customer sends a message using Customer's own email account, phone, SMS provider (such as Twilio), or device, Customer is the sender and initiator of that message for all legal purposes. Customer controls who receives the message, what it says, and when it is sent. Features such as opt-out links, STOP handling, suppression lists, quiet-hour warnings, and send limits are aids only. They do not shift Customer's legal responsibility to DriverOffer.

7.2 Connected accounts. When Customer connects a Third-Party Service, Customer authorizes DriverOffer to access and use it as needed to provide the features Customer turns on. For example, this includes sending messages from Customer's mailbox or number, receiving inbound text replies, and reading only email replies to messages sent through the Service. Customer may disconnect at any time. Customer is responsible for its agreements with Third-Party Service providers and for all fees they charge. These include SMS and registration fees.

7.3 Third-Party Services are not DriverOffer's responsibility. DriverOffer does not control and is not responsible for Third-Party Services, including their availability, security, or handling of data. When Customer sends data to a Third-Party Service (for example, by webhook, Slack or Teams alert, CSV export, or a live feed link), that transfer is at Customer's direction and risk. Feed and export links work like passwords: anyone with the link can see the data.

8. FEES, AUTOMATIC RENEWAL, CANCELLATION, AND NO REFUNDS

8.1 Fees. Customer will pay the fees for its plan and billing cycle, as shown at checkout or in an order. Prices are in U.S. dollars.

8.2 Free trial. If Customer starts a trial that requires a payment card, Customer's card will be charged automatically for the selected plan and billing cycle when the trial ends unless Customer cancels before the trial ends. The amount and the date of the first charge are shown before Customer agrees. We will email the account owner a reminder about 24 hours before the first charge. Canceling during the trial means Customer will not be charged. Trials are limited to one per company.

8.3 AUTOMATIC RENEWAL. EACH SUBSCRIPTION RENEWS AUTOMATICALLY FOR ANOTHER BILLING PERIOD OF THE SAME LENGTH (MONTHLY, EVERY THREE MONTHS, OR ANNUAL) AT THE THEN-CURRENT PRICE FOR CUSTOMER'S PLAN, AND CUSTOMER AUTHORIZES DRIVEROFFER AND ITS PAYMENT PROCESSOR TO CHARGE CUSTOMER'S PAYMENT METHOD AT THE START OF EACH BILLING PERIOD, UNTIL CUSTOMER CANCELS. Founding or promotional discounts apply only for the period stated when Customer subscribed. Each renewal is charged at the then-current price for Customer's plan, less any founding or promotional discount that still applies.

Renewal and price-change notices. For any plan with a term of 12 months or longer (annual plans), we will email the account owner a written notice no less than 30 and no more than 60 days before each renewal date. The notice will state that the plan will renew automatically unless canceled, the renewal date, the renewal price, how to cancel online, and the deadline to cancel to avoid the next charge. Before any founding or promotional price ends or changes (for example, when a first-year founding discount steps down to the ongoing founding price), we will email the account owner at least 30 days in advance. That notice will state the new price, the date it takes effect, and how to cancel.

8.4 How to cancel. Customer may cancel at any time online, without calling us, at Settings › Billing ("Manage billing or cancel"). Customer may also cancel by emailing bgd4you@gmail.com. Cancellation takes effect at the end of the current paid billing period. Customer keeps full access until then, and the subscription does not renew. We will confirm cancellation by email.

8.5 ALL FEES ARE NON-REFUNDABLE. EXCEPT WHERE THE LAW REQUIRES OTHERWISE, ALL FEES ARE NON-REFUNDABLE AND NON-CREDITABLE. THIS INCLUDES FEES FOR PARTIAL MONTHS OR PARTIAL BILLING PERIODS, PREPAID QUARTERLY AND ANNUAL TERMS, UNUSED FEATURES OR SEATS, AND PERIODS IN WHICH THE ACCOUNT WAS NOT USED. CANCELING STOPS FUTURE CHARGES ONLY. IT DOES NOT RESULT IN A REFUND OR CREDIT FOR THE CURRENT PERIOD.

8.6 Price changes. We may change prices by giving Customer at least 30 days' notice by email or in the Service. A new price applies starting with Customer's next renewal after the notice period. If Customer does not agree, Customer may cancel before that renewal.

8.7 Taxes. Fees do not include taxes. Customer is responsible for all sales, use, value-added, and similar taxes on its purchases, except taxes on DriverOffer's income. Where we are required to collect tax, we will add it to the invoice. If Customer claims an exemption, Customer must provide a valid exemption certificate.

8.8 Failed payments. If a payment fails, we may retry the charge. Customer must update its payment method. If payment is not received within 7 days after the first failed attempt, the account becomes read-only until payment is made. Customer's data is not deleted because of non-payment, except as described in Section 6.4 after termination. Overdue amounts may accrue a late charge of the lesser of 1.5% per month or the maximum the law allows. Customer will reimburse reasonable collection costs, including attorneys' fees, for overdue amounts.

8.9 Payment disputes and chargebacks. If Customer believes a charge is wrong, Customer agrees to contact us at bgd4you@gmail.com within 60 days of the charge so that we can try to resolve it. This does not limit any right Customer has under law or under its card network or bank rules. If Customer files a chargeback or payment dispute, we may suspend the account while it is pending. If the dispute is resolved in our favor, Customer must pay the disputed amount and any dispute fees we were charged.

8.10 Payment processor. Payments are processed by Stripe, Inc. or another processor we choose. We do not store full card numbers.

9. Acceptable use

Customer and its Authorized Users will not, and will not allow anyone else to: (a) use the Service in violation of any law or anyone's rights, including employment, anti-discrimination, privacy, consumer protection, telemarketing, texting, email, and advertising laws; (b) send spam, unsolicited bulk messages, or messages to people who have opted out; (c) post false, misleading, deceptive, defamatory, harassing, or discriminatory content, or fake reviews, testimonials, or awards; (d) enter prohibited data under Section 5.3; (e) use the Service to post offers for jobs that do not exist, to collect Driver information for resale, or for any purpose other than Customer's own good-faith recruiting; (f) impersonate any person or company, or misstate Customer's identity or operating authority; (g) upload malware, or probe, scan, or test the vulnerability of the Service, or bypass any security or usage limit; (h) copy, modify, reverse engineer, decompile, frame, or scrape the Service, except as the law expressly allows despite this restriction; (i) resell, sublicense, or provide the Service to third parties, or use it to build a competing product; or (j) interfere with the Service or other customers' use of it.

10. Suspension

We may suspend access to all or part of the Service, immediately and without liability, if we reasonably believe that: (a) Customer has breached Section 5, 7, or 9, or has failed to pay; (b) Customer's use poses a security, legal, or reputational risk to DriverOffer, the Service, other customers, or Drivers; (c) a chargeback or payment dispute is pending; or (d) suspension is required by law or by a Third-Party Service provider. Where practical, we will give notice and an opportunity to cure. We may disable specific offer links, carrier pages, messages, or integrations. We may also remove content that we reasonably believe violates these Terms or the law. We have no obligation to monitor content.

11. Intellectual property

11.1 DriverOffer and its licensors own the Service, including all software, designs, templates provided by us, text, graphics, trademarks, and Aggregated Data, and all improvements to them. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer.

11.2 Subject to these Terms and payment of fees, DriverOffer grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Authorized Users to use the Service for Customer's internal business purposes.

11.3 Customer grants DriverOffer a license to display Customer's name, logo, and branding in Offers and carrier pages as Customer directs. DriverOffer may identify Customer as a customer only with Customer's prior written permission.

12. DISCLAIMER OF WARRANTIES

THE SERVICE, OFFER PAGES, TEMPLATES, CALCULATIONS, SAMPLE CONTENT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRIVEROFFER AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THIS INCLUDES ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. DRIVEROFFER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT MESSAGES WILL BE DELIVERED; THAT ANY CALCULATION, ESTIMATE, OR TRANSLATION IS ACCURATE; OR THAT USE OF THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR COMPLY WITH ANY LAW THAT APPLIES TO CUSTOMER. NET-PAY AND EARNINGS FIGURES ARE ARITHMETIC BASED ON CUSTOMER'S INPUTS. THEY ARE NOT TAX, LEGAL, PAYROLL, OR FINANCIAL ADVICE. NOTHING IN THE SERVICE IS LEGAL ADVICE, AND CUSTOMER SHOULD CONSULT ITS OWN COUNSEL ABOUT ITS OFFERS AND RECRUITING PRACTICES.

13. LIMITATION OF LIABILITY

13.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DRIVEROFFER OR ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR HIRES, OR ANY LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. THIS APPLIES HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF DRIVEROFFER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRIVEROFFER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICE WILL NOT EXCEED THE TOTAL FEES CUSTOMER ACTUALLY PAID TO DRIVEROFFER FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. IF CUSTOMER HAS PAID NOTHING (FOR EXAMPLE, DURING A FREE TRIAL OR PILOT), THE CAP IS ONE HUNDRED U.S. DOLLARS (US $100).

13.3 Not responsible for Customer or Driver conduct. Without limiting Sections 13.1 and 13.2, DriverOffer is not liable for:

13.4 Basis of the bargain. These limits are an essential part of the agreement. They apply even if a limited remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law, such as liability for fraud, gross negligence, or willful misconduct where the law does not allow it to be limited.

14. INDEMNIFICATION BY CUSTOMER

Customer will defend, indemnify, and hold harmless DriverOffer and its owners, officers, employees, agents, licensors, and suppliers from and against any and all claims, demands, investigations, actions, losses, damages, fines, penalties, settlements, judgments, costs, and expenses (including reasonable attorneys' and experts' fees) arising out of or related to: (a) Customer Data or any Offer, including any claim that an Offer is inaccurate, misleading, discriminatory, or unlawful; (b) any email, text message, call, or other communication sent by or for Customer, including claims under the TCPA, the CAN-SPAM Act, or state messaging and telemarketing laws; (c) Customer's collection, entry, use, or disclosure of Driver Data, or any lack of a required notice or consent; (d) any hiring, screening, contracting, classification, pay, or termination decision, or any dispute or relationship between Customer and any Driver; (e) Customer's or its Authorized Users' breach of these Terms or violation of law or third-party rights; or (f) any Third-Party Service Customer connects.

DriverOffer will give Customer prompt notice of a claim (a delay relieves Customer only to the extent it is actually prejudiced). DriverOffer may participate with counsel of its choice at its own expense. Customer may not settle any claim in a way that imposes an obligation or admission on DriverOffer without DriverOffer's prior written consent.

15. Term and termination

15.1 These Terms apply from acceptance until all subscriptions end and the account is closed.

15.2 Customer may stop renewal at any time under Section 8.4.

15.3 DriverOffer may terminate these Terms or any subscription: (a) for convenience on 30 days' notice; if we do this, we will refund any prepaid fees for the period after termination, which is the only exception to Section 8.5 created by these Terms; (b) immediately on notice if Customer materially breaches these Terms and (if curable) does not cure within 10 days after notice; or (c) immediately if required by law, or if Customer becomes insolvent or ceases doing business.

15.4 On termination, Customer's right to use the Service ends, offer links may be disabled, and Section 6.4 governs Customer Data.

15.5 Survival. Sections 2, 3, 5, 6.4–6.9, 7.3, 8 (as to amounts owed and no refunds), 11, 12, 13, 14, 15.4, 15.5, and 16–19 survive termination.

16. Confidentiality

Each party will protect the other's non-public business information it receives through the Service (including, for DriverOffer, non-public features and pricing; and for Customer, Customer Data) using reasonable care. Each party will use that information only to perform under these Terms, except as these Terms otherwise permit. This duty does not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction, or is independently developed. A party may disclose information where the law requires, with prompt notice where lawful.

17. DISPUTE RESOLUTION: BINDING ARBITRATION AND CLASS ACTION WAIVER

17.1 Informal resolution first. Before starting arbitration, a party must send the other a written notice describing the dispute and the relief sought. The parties will try in good faith to resolve it for 30 days. Notices to DriverOffer go to bgd4you@gmail.com and the address in Section 19.6.

17.2 BINDING INDIVIDUAL ARBITRATION. EXCEPT AS PROVIDED IN SECTION 17.5, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, INCLUDING ITS FORMATION, SCOPE, VALIDITY, OR ENFORCEABILITY, WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES THEN IN EFFECT, BEFORE A SINGLE ARBITRATOR. The seat of arbitration is Schaumburg, Illinois. Hearings may be held by video. The Federal Arbitration Act governs this Section 17. Judgment on the award may be entered in any court with jurisdiction. Each party bears its own attorneys' fees unless the arbitrator awards them under applicable law or these Terms.

17.3 CLASS ACTION AND JURY WAIVER. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE CUSTOMER OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If this class waiver is found unenforceable as to a claim, that claim must be brought in court under Section 18 and not in arbitration.

17.4 30-DAY OPT-OUT. Customer may opt out of this Section 17 by sending an email to bgd4you@gmail.com with the subject "Arbitration Opt-Out" within 30 days after Customer first accepts these Terms. The email must state Customer's company name and account email. Opting out does not affect any other part of these Terms.

17.5 Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek an injunction or other equitable relief in court to protect its intellectual property, confidential information, or the security of the Service, or to stop unauthorized use. DriverOffer may also bring an action in court to collect unpaid fees.

17.6 Time limit. To the extent the law allows, any claim must be brought within one (1) year after it arose, or it is permanently barred.

18. Governing law and venue

These Terms are governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act for Section 17. The UN Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 17, the exclusive venue for any court proceeding is the state and federal courts located in Cook County, Illinois, and each party consents to their personal jurisdiction.

19. General

19.1 Changes to these Terms. We may update these Terms or the Privacy Policy. For a material change, we will give at least 30 days' notice by email to the account owner or in the Service, unless the change is required by law or addresses security, in which case it may take effect sooner. We will post the new version with a new version ID and effective date. We will ask Customer's users to accept the updated Terms at their next sign-in, and the Service may not be used until they do. If Customer does not agree, Customer may cancel under Section 8.4. Changes do not apply retroactively to disputes that arose before the change. The arbitration provisions that applied when a dispute arose govern that dispute.

19.2 Entire agreement and no reliance. These Terms, the Privacy Policy, any Data Processing Addendum provided under Section 6.3, and any order form signed by both parties are the entire agreement between the parties about the Service. They replace all prior or contemporaneous proposals, statements, and agreements. Customer has not relied on any statement, promise, demo, roadmap, or representation that is not expressly stated in these Terms, including about future features. If an order form signed by both parties conflicts with these Terms, the order form controls only for that order. Customer purchase orders or other terms are rejected and have no effect.

19.3 Assignment. Customer may not assign or transfer these Terms without our prior written consent. We may assign these Terms without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets or of the Service. Any assignment in violation of this Section is void.

19.4 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control. Examples are acts of God, natural disasters, epidemics, war, terrorism, labor actions, government actions, failures of the internet, utilities, hosting or cloud providers, telecommunications or messaging carriers, and cyberattacks not caused by that party's failure to maintain reasonable security.

19.5 Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms remain in effect. A failure to enforce a provision is not a waiver.

19.6 Notices. We may give notices by email to the account owner's email, or in the Service. Notices to DriverOffer must be sent to bgd4you@gmail.com and, for legal process, to DriverOffer, 1300 Basswood Rd, Schaumburg, IL 60173.

19.7 Independent contractors; no third-party beneficiaries. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries, including Drivers.

19.8 Electronic communications and records. Customer agrees to receive notices and agreements electronically. We may send account, security, and billing notices by email using third-party service providers, and our payment processor may send receipts and invoices. Customer agrees that its electronic acceptance of these Terms is a signature and is binding.

19.9 Export and sanctions. Customer will not use the Service in violation of U.S. export control or sanctions laws.

19.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation."

20. Contact

DriverOffer 1300 Basswood Rd, Schaumburg, IL 60173 Support: bgd4you@gmail.com Legal notices: bgd4you@gmail.com