Terms of Service

Effective Date: July 1, 2026

These Terms of Service ("Terms") are an agreement between YardHawk LLC ("YardHawk," "we," "us," or "our") and the business entity or individual accessing or using the Service ("Customer," "you," or "your"). By accessing or using YardHawk — including our website, desktop application, tablet application, demo environment, and any hardware we provide — you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

If your organization has signed a separate written order form, master subscription agreement, or similar document with YardHawk, and it conflicts with these Terms, that separate agreement controls.

1. The Service

YardHawk is a yard and asset operations management platform for tracking trailers, rail cars, equipment, and bulk-material inventory, including features such as location/yard mapping, load and unload tracking, scale weights and tickets, inspections, hauling sessions, alerts, reporting, and an in-app AI assistant (collectively, the "Service"). Production access to the Service is provided through applications we install and manage on customer-designated devices — a Windows desktop application and/or an Android tablet application — each paired to your organization's dedicated, isolated database using a pairing code we issue. We do not generally provide open public web-based login to Customer Data; the website at yardhawkpro.com is informational, and any demo environment we provide uses sample data only and does not reflect real Customer Data.

2. Eligibility & Accounts

The Service is offered to businesses and their authorized personnel, not to the general public or consumers. Your organization's designated administrator(s) are responsible for creating, managing, and deactivating individual user accounts, assigning roles and permissions, and ensuring users comply with these Terms. You are responsible for maintaining the confidentiality of login credentials, PINs, and pairing codes, and for all activity that occurs under your account or paired devices. Notify us promptly at cory.niemann@yardhawkpro.com if you suspect unauthorized access.

3. Trial, Subscription & Fees

We may offer a no-cost trial period on the terms stated at the time of sign-up. Following any trial, continued use of the Service is subject to the subscription fees, billing frequency, and payment terms set out in your order form or invoice. Fees are due as invoiced; we may suspend access for accounts with amounts significantly past due, after reasonable notice. Except as required by law or as we otherwise agree in writing, fees are non-refundable.

4. Equipment & Devices

As part of the Service, YardHawk may provide tablets, PCs, or other hardware configured with locked-down, centrally managed (MDM) software for use by your personnel (the "Equipment"). Unless your order form states otherwise, Equipment remains the property of YardHawk and is provided for use solely with the Service during your subscription term. You agree to:

• use Equipment only for its intended business purpose;
• not attempt to remove, bypass, jailbreak, or disable the kiosk lockdown or mobile-device-management controls on any Equipment;
• keep pairing codes, device secrets, and PINs confidential, and notify us promptly if Equipment is lost, stolen, or damaged;
• return all Equipment in good working order (normal wear excepted) within a reasonable time after termination of your subscription, or pay YardHawk's then-current replacement cost for Equipment not returned.

We may remotely disable or unpair Equipment that is lost, stolen, delinquent on payment, or no longer authorized.

5. Customer Data

As between YardHawk and Customer, Customer owns all data, records, and content that Customer or its users input into the Service ("Customer Data"). Customer grants YardHawk a limited license to host, process, transmit, and display Customer Data solely to provide, maintain, and support the Service (including through our sub-processors, as described in our Privacy Policy). Customer is responsible for the accuracy, legality, and appropriateness of Customer Data, and for having any rights or consents needed to submit it (for example, personal information about Customer's own employees or contacts). YardHawk relies on the immutability of audit records as a core feature of the Service; you acknowledge that certain records (such as audit logs) cannot be edited or deleted through the Service once created.

6. Acceptable Use

You agree not to, and not to permit others to:

• access or attempt to access another Customer's data or database, or attempt to circumvent tenant isolation, authentication, or rate-limiting controls;
• reverse engineer, decompile, or disassemble the Service, except to the extent applicable law prohibits such restriction;
• resell, sublicense, or provide the Service to third parties outside your organization without our written consent;
• use the Service to store or transmit unlawful, infringing, or malicious content;
• use the AI assistant to attempt to extract its underlying instructions, generate content unrelated to operating the Service, or feed it data you are not authorized to share with a third-party AI provider;
• interfere with or disrupt the integrity or performance of the Service, including through excessive automated requests.

7. AI Assistant Disclaimer

The in-app AI assistant is a convenience feature that provides general guidance on how to use YardHawk based on an internal feature guide; it is not a substitute for your own review of the application, and it does not have access to your live Customer Data (such as actual asset locations, weights, or records) unless you type that information into your question. Responses are generated automatically and may be incomplete, out of date, or incorrect. Do not rely on the AI assistant for safety-critical, regulatory, billing, or legal decisions — always verify important information directly in the application or with a qualified professional.

8. Intellectual Property

YardHawk and its licensors retain all right, title, and interest in and to the Service, including all software, applications, designs, trademarks (including "YardHawk" and associated logos), and documentation, excluding Customer Data. Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication or otherwise.

9. Confidentiality

Each party may receive confidential or proprietary information of the other (for example, non-public business information, security practices, or Customer Data). Each party agrees to use the other's confidential information only as needed to perform under these Terms, and to protect it with the same degree of care it uses for its own confidential information of similar importance, but no less than reasonable care.

10. Service Availability & Support

We work to keep the Service available and performant but do not guarantee uninterrupted or error-free operation, except to the extent separately committed in writing (e.g., a signed SLA). We provide support via the channels described on our Support page, including email and, for urgent operational issues, phone support during business hours. We may perform scheduled maintenance and will use reasonable efforts to minimize disruption.

11. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SIGNED ORDER FORM, THE SERVICE AND ANY EQUIPMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO YARDHAWK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

These limitations do not apply to (a) either party's indemnification obligations, (b) a party's gross negligence or willful misconduct, or (c) Customer's payment obligations.

13. Indemnification

Customer agrees to indemnify and hold YardHawk harmless from third-party claims arising from Customer Data, Customer's use of the Service in violation of these Terms, or Customer's violation of applicable law. YardHawk agrees to indemnify and hold Customer harmless from third-party claims that the Service, as provided by YardHawk and used in accordance with these Terms, infringes a third party's U.S. intellectual property rights.

14. Term & Termination

These Terms remain in effect for as long as you have an active account or subscription. Either party may terminate for the other's uncured material breach following 30 days' written notice, or immediately if the other party becomes insolvent. We may suspend or terminate access immediately for a violation of Section 6 (Acceptable Use) or non-payment. Upon termination: your right to access the Service ends, Section 4 (Equipment) governs return of any hardware, and we will make Customer Data available for export for a reasonable period (at least 30 days, unless legal process requires otherwise) before deletion in accordance with our Privacy Policy. Sections that by their nature should survive termination (including Intellectual Property, Confidentiality, Warranty Disclaimer, Limitation of Liability, and Indemnification) survive.

15. Governing Law & Disputes

These Terms are governed by the laws of the State of Indiana, without regard to its conflict-of-laws principles. Any dispute not resolved informally will be brought exclusively in the state or federal courts located in Huntington, Indiana, and each party consents to personal jurisdiction there.

16. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will post the updated Terms with a new effective date and, where appropriate, notify Customer administrators. Continued use of the Service after an update constitutes acceptance of the revised Terms.

17. General

Entire Agreement. These Terms, together with our Privacy Policy and any applicable order form, are the entire agreement between the parties regarding the Service and supersede prior agreements on the subject.

Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets.

Force Majeure. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control.

Notices. Legal notices to YardHawk should be sent to cory.niemann@yardhawkpro.com. We may send notices to the contact information on file for your account.

18. Contact Us

Questions about these Terms can be sent to cory.niemann@yardhawkpro.com.

YardHawk LLC