Terms & Conditions

FLEXSHIELD LLC TERMS & CONDITIONS

A. DEFINITIONS

For purposes of this Agreement the following definitions are set forth below:

1. “Approved Carrier” means an eligible carrier which has been approved by FlexShield and is eligible for fraud reimbursement based on the Customer’s subscription amount of coverage.
2. “Claim” means a request by Customer for reimbursement under the covered warranty amount purchased for the services provided by FlexShield for a Covered Loss.
3. “Covered Loss” means a direct financial loss to Customer arising solely from an Approved Carrier engaging in identity fraud, double brokering, fictitious pickup, or impersonation after FlexShield has marked that carrier as “Approved,” and for which Customer submitted a load for transportation.
4. “Customer” means any business, broker, carrier, shipper, agent, factor or authorized user subscribing to FlexShield which is current on all amounts due and owing to FlexShield.
5. “DOT Check” means a validation event run through FlexShield’s system, including, FMCSA verification, phone intelligence, domain validation, document analysis, risk scoring, or identity corruption detection, resulting from an action and/or inaction by an Approved Carrier.
6. “FlexShield” refers to the service of providing Human/AI-based carrier verification, fraud detection, and loss-reimbursement warranty by FlexShield LLC, an Ohio limited liability company.
7. “Subscription” means Customer’s ongoing plan (Shield Core, Shield Guard Shield Base, Shield Pro, Shield Elite, or Shield Enterprise).
8. “Subscription Anniversary Date” means the date Customer initially subscribed to FlexShield.
9. “Warranty Limit” is Customer’s plan-defined annual aggregate reimbursement cap.

B. SERVICE DESCRIPTION

FlexShield provides Human/AI-based risk scoring with carrier, broker and factor identity verification, and fraud detection for Customer. In the event of a loss to Customer for non-payment by an Approved Carrier solely as a result of identity fraud, double brokering, fictitious pickup, or impersonation after FlexShield has marked that carrier as “Approved,” FlexShield provides a reimbursement warranty for eligible fraud losses due to such errors by FlexShield in providing its services.

For purposes of this Agreement, “errors by FlexShield” refers only to materially inaccurate verification results generated through FlexShield’s systems at the time of approval and does not include changes in carrier behavior, post-verification events, or actions outside of FlexShield’s control.

It is agreed and understood that FlexShield is not in the business of, nor does it provide cargo or liability insurance.

FlexShield’s approval status is provided solely as an input to Customer’s decision-making process. Customer retains full discretion and responsibility for selecting carriers, dispatching loads, and managing shipment execution.

FlexShield does not direct, control, or participate in the transportation of freight and is not responsible for shipment outcomes, carrier performance, or operational execution.

C. WARRANTY REIMBURSEMENT COVERAGE

Coverage applies only to fraud events including identity theft, double brokering, fictitious pickup, and forged documentation where FlexShield marked the carrier as “Approved.”

Approval by FlexShield does not constitute a guarantee of carrier performance, delivery, or outcome.

D. ANNUAL COVERAGE RESET

Coverage amount limits reset every 12 months on the Subscription Anniversary Date. Unused amounts do not carry over. FlexShield reserves the right to decline coverage renewal to any Customer.

E. OPTIONAL WARRANTY INCREASES

Customers may upgrade plans mid-term (prorated), purchase limit extensions subject to underwriting, or request per-load limit increases.

F. WARRANTY ELIGIBILITY REQUIREMENTS

Coverage requires pre-tender validation, exact carrier match, no substitutions, and retention of required documentation. Customer must follow FMCSA and industry protocols.

Failure to strictly comply with FlexShield’s verification procedures, including but not limited to pre-tender validation, use of verified contact information, and exact carrier matching, shall void eligibility for reimbursement.

G. WARRANTY COVERAGE EXCLUSIONS

Coverage is void if Customer is negligent, ignores warnings, bypasses protocols, uses unverified contacts (FlexShield verified contact on entity profile page), shares access, submits false claims, or dispatches unvalidated carriers. Cargo theft after legitimate pickup is excluded.

FlexShield shall not be responsible for losses arising from events occurring after a legitimate pickup by an Approved Carrier, including but not limited to cargo theft, diversion, or damage following lawful possession of freight.

Advance / Immediate Payment Exclusion. FlexShield warranty protection does not apply to any load where the carrier, carrier representative, dispatcher, or other party requests or receives payment, in whole or in part, at or before the time of pickup, while the load is in transit, or prior to confirmed delivery of the shipment, including any request commonly referred to as “Quick Pay,” advance payment, upfront payment, same-day payment, or similar accelerated payment arrangement. Any such load is ineligible for warranty coverage regardless of the entity’s FlexShield approval or verification status.

H. CLAIMS PROCESS

Claims must be reported within 5 business days of Customer learning of covered event. Customer must provide all required documentation in a timely manner. FlexShield may take up to 30 days to investigate. Notwithstanding anything to the contrary, in the event a claim is not submitted within 90 days of a load being shipped, it shall not be eligible for coverage.

Claims may only be submitted through the FlexShield customer portal by active subscribers. FlexShield does not accept claims submitted:

• After subscription cancellation
• By non-subscribers
• Outside of the FlexShield claims portal

I. SUBSCRIPTION, SUSPENSION & TERMINATION

FlexShield may suspend or terminate Customer for fraud, excessive claims, misuse, regulatory violations, or non-payment. No refunds for termination for cause.

J. 30-DAY MONEY-BACK GUARANTEE

FlexShield offers a 30-day money-back guarantee on a customer’s initial subscription. If a customer is not satisfied within the first thirty (30) days of their initial subscription start date, they may request a full refund by contacting FlexShield support within that period.

Refund Eligibility Conditions:

• The refund request must be submitted within thirty (30) days
• Must be the first subscription
• No warranty claims used
• FlexShield reserves the right to deny non-qualifying refunds

K. RIGHT TO REFUSE SERVICE

FlexShield may deny onboarding or continued service to high-risk or unverifiable entities.

L. ACCEPTABLE USE POLICY

Customer may not scrape data, reverse engineer, automate mass checks, resell access, or misuse system data.

M. FAIR USE & SERVICE CAPACITY

FlexShield may monitor usage and limit excessive or abnormal activity to maintain service quality.

N. DATA SECURITY & PRIVACY

FlexShield processes business information for risk scoring and fraud detection. Data is not sold.

O. LIMITATION OF LIABILITY

FlexShield’s total liability to Customer shall never exceed Customer’s remaining Warranty Limit for the 12 month subscription period.

FlexShield is a service provider using proprietary software and warrantying its own services. FlexShield is not providing insurance of any nature and/or type.

FlexShield shall not be liable for shipment outcomes, carrier performance, delivery failures, or operational decisions made by Customer.

FlexShield provides decision-support services and a limited reimbursement warranty only, and does not assume responsibility for the execution of transportation services.

P. INDEMNIFICATION

Customer indemnifies FlexShield for losses arising from misuse, negligence, FMCSA violations, misrepresentation, or unauthorized access.

Q. GOVERNING LAW & DISPUTE RESOLUTION

Governed by Ohio law. Arbitration in Cuyahoga County, Ohio under AAA rules.

R. CHANGES TO TERMS

FlexShield may update terms with notice. Continued use = acceptance.

S. ASSIGNMENT

FlexShield may assign rights. Customer may not without consent.

T. LIMITATION OF WARRANTY SCOPE

FlexShield’s reimbursement warranty is limited strictly to the cost of the freight movement associated with the Covered Loss and shall not include cargo value, consequential damages, indirect damages, lost profits, or business interruption losses.

Onboard+ Carrier Onboarding Add-On

Onboard+ is an optional add-on feature that allows Customer to generate and send digital onboarding packets to carriers for collection of compliance documents, payment instructions, and signed broker agreements. Onboard+ is available as a monthly or yearly subscription add-on on Shield Base and Shield Elite plans.

A. Packet Generation & Access

Customer generates a packet for a specific DOT number. FlexShield creates a unique, time-limited access link (token expires 90 minutes after generation) that Customer sends to the carrier. The carrier completes the packet on a public FlexShield page without requiring a FlexShield account.

B. Carrier-Submitted Information

The carrier voluntarily provides: contact name, email, phone, physical address, payment method (factoring or direct deposit), factoring company details (name, remit-to email, remit-to address, phone), or bank details (bank name, routing number, account number, account type), Certificate of Insurance, W-9, and 1099 requirement status. Bank account numbers are stored privately and masked in all generated PDFs.

C. E-Signature & Broker Agreement

The carrier electronically signs the Customer’s broker agreement by typing their name and title. FlexShield records the signer’s IP address, browser user agent, and timestamp as evidence of the signature. This e-signature record is legally binding under the E-SIGN Act (15 U.S.C. §§ 7001-7031). Customer may upload a custom broker agreement PDF; if none is uploaded, FlexShield’s default agreement is used.

D. Document Storage & Access

Uploaded COI and W-9 files are stored in secure cloud storage with unguessable, non-indexed URLs accessible only through FlexShield’s permission-protected packet records. Access to completed packet details (including bank information) is restricted to org_admin users within Customer’s organization and is audited. FlexShield logs every instance of bank detail access for security review.

E. Cross-Broker Data Pre-Fill

If the carrier explicitly consents (opt-in), their submitted information may be pre-filled into future onboarding packets initiated by other FlexShield brokers for the same DOT number. This is optional and the carrier may decline without affecting their current packet. Pre-fill only includes contact and payment method information; uploaded documents (COI, W-9) are never shared across brokers.

F. Packet Expiration & Cleanup

Pending packets that are not completed within 14 days are automatically invalidated and cleaned up by a daily scheduled process. Expired packets cannot be submitted and must be regenerated.

G. Limitation of Liability for Onboard+

FlexShield provides Onboard+ as a document collection and e-signature tool only. FlexShield does not verify the accuracy of carrier-submitted information within an onboarding packet, does not guarantee the validity of uploaded insurance or tax documents, and is not responsible for the carrier’s failure to complete a packet. The broker agreement is between Customer and the carrier; FlexShield is not a party to that agreement.

Safety Shield & Compliance Review Disclaimer

A. Informational & Advisory Nature

Safety Shield, compliance reviews, safety scores, operational risk indicators, monitoring alerts, and related carrier review information provided by FlexShield are intended solely as informational and operational support tools. FlexShield does not guarantee the safety, compliance, legality, fitness, or future performance of any carrier, broker, driver, or transportation provider.

B. Data Sources & Accuracy

Safety Shield reviews are generated using publicly available and third-party data sources, including but not limited to FMCSA, SMS, inspection, violation, crash, and operational datasets. While FlexShield strives to provide accurate and timely information, FlexShield does not warrant the completeness, accuracy, timeliness, or reliability of any safety or compliance-related information.

C. Customer Responsibility

All final carrier selection, dispatching, onboarding, routing, compliance, and operational decisions remain solely the responsibility of the customer. Customers are responsible for exercising their own independent judgment, policies, procedures, and reasonable care in connection with carrier selection and transportation operations.

D. Limitation of Liability

FlexShield shall not be liable for any claims, damages, losses, accidents, injuries, fatalities, regulatory actions, cargo losses, negligent hiring claims, safety-related incidents, or other liabilities arising from or related to the use of Safety Shield, compliance reviews, safety scores, monitoring data, or carrier approval information.

E. No Legal or Regulatory Advice

Safety Shield and related compliance features are advisory in nature and are not legal advice, regulatory advice, insurance products, guarantees of safety, or certifications of compliance.