Happy Tactic — Terms of Service

Happy Tactic provides:

• carrier verification (identity, authority, insurance and driver checks, and monitoring of carrier changes), and checks of drivers outside a carrier verification;
• a transportation management system (loads, dispatch, tracking, documents, invoicing, paying carriers, settlements, reporting);
• integrations and related features, as described on our website and in your plan.

• Users: you add users and choose their roles. You are responsible for your users’ actions and for keeping sign-in details secure.
• Seats: each plan includes a number of user seats. Extra seats are billed as shown in the app. A seat you remove stays until the end of the paid period.
• API keys and AI connections: you are responsible for the API keys and AI-assistant connector links your users create, for what they allow, and for everything done with them. Keep them secret and revoke one you no longer need or think is exposed.
• Tell us promptly at support@happytactic.com about any unauthorized use.

• Informational only: verification and driver-check results, trust scores and holds are based on information from carriers, drivers, insurance agents, government records and service providers, which can be incomplete, out of date or false.
• You decide whom to book: Happy Tactic gives you information to help you decide whether to work with a carrier or a driver. The booking decision, and compliance with laws that apply to it, remain yours.
• No guarantee: we do not guarantee that a carrier is legitimate, insured, safe or will perform, or that a driver is licensed.
• Hard stops: some features block a booking automatically (for example a carrier federal records show as not allowed to operate). Others can be overridden by your users, with a reason that is recorded.

Rate help, market rates, carrier suggestions, detention suggestions, “running late” alerts, arrival estimates and documents Happy Tactic reads for you (for example a tender turned into a draft load) are estimates. Check them before you rely on them; you decide what to quote, whom to book, what to charge and what to send.

• Happy Tactic does not move money. We do not hold, send or receive payments for you. A bank payment file Happy Tactic creates is for you to check and upload to your own bank; your bank makes the payment.
• You check the payee. You are responsible for confirming a carrier’s or factoring company’s bank details and notice of assignment before you pay, for example by calling the payee on a number you already trust.
• Approval is a safeguard, not a guarantee. Requiring approval of a change to bank details helps catch a fraudulent change; it does not guarantee that details are genuine, and Happy Tactic is not responsible for a payment sent to the wrong account.

If you order a motor-vehicle record or other consumer report through Happy Tactic, you certify that:

• you have a permissible purpose under the Fair Credit Reporting Act;
• you will use the report only for that purpose;
• you will comply with the FCRA and applicable state laws, including adverse-action notices.

Reports are provided by a consumer reporting agency under its own terms, which you accept when ordering.

• Ownership: you own the data you put into Happy Tactic (“Customer Data”).
• Licence to us: you give us the right to host, process and display it to provide and support the service, keep it secure, and as these terms and our Privacy Policy describe.
• Your duty to people in your data: you are responsible for having the right to provide Customer Data, and for giving any notices your drivers, employees and customers need.
• Cross-broker results: carrier verification results that a carrier’s owner agrees to share may be shown to other Happy Tactic customers who verify the same carrier, as described in the Privacy Policy. Your own notes, ratings, rates and documents are never shared.
• After your account closes: we keep Customer Data for 90 days so you can export it, then delete it, except where the law requires us to keep it.

You and your users will not:

• verify, check, track or contact anyone without a legitimate business reason;
• upload false information or someone else’s documents;
• send unlawful, harassing or unsolicited marketing messages through the service;
• access data that is not yours, or test the service for vulnerabilities without our written permission;
• interfere with the service, overload it, or copy, resell or reverse-engineer it;
• use the service to break any law, including privacy, anti-discrimination and transportation laws.

We may suspend access that breaks these rules or puts others or the service at risk, with notice where practical.

• Fees: paid as shown for your plan and usage (for example per-verification, driver-check, MVR and seat fees).
• Card at signup: a self-serve plan needs a payment card when you sign up.
• Credits: your plan’s included credits renew each month. Unused plan credits reset at the renewal and do not carry over, unless we tell you your plan rolls them over. Bonus, campaign and purchased credits roll over.
• Free accounts and promotions: when a free account or a promotion has an end date, we remind you before it ends; at the end date your account moves to your plan’s normal billing.
• Renewal: subscriptions renew automatically for the same term unless cancelled before renewal.
• Charges: fees are charged to your payment method (or invoiced, where we agreed that in writing), exclude taxes, and are non-refundable except where the law requires otherwise or we say so in writing.
• Price changes: take effect at your next renewal after notice.
• Overdue amounts: we may suspend the service if an amount is overdue after notice.

Some features connect to services you choose: factoring companies (we send them your invoices and the load’s rate confirmation, proof of delivery and bill of lading), load boards, accounting software, ELD providers (we read your drivers’ hours of service from them), payment providers, and your own AI assistant through the AI connector or API keys. When you connect one, you instruct us to send it the data it needs. Your use of those services is governed by their terms; we are not responsible for them.

What you send your own customers through Happy Tactic (invoices, load documents, tracking links, driver and truck details) is your communication with them.

• Availability: we work to keep the service available but do not promise it will be uninterrupted or error-free.
• Changes: we may change or discontinue features. We will give reasonable notice of a change that materially reduces the service you pay for.

You and Happy Tactic will each keep the other’s non-public information confidential and use it only for this agreement, except where the law requires disclosure.

The service is provided “as is” and “as available”. To the extent the law allows, Happy Tactic disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

• Excluded losses: to the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, freight or data, including losses from a carrier’s or driver’s fraud, theft or failure to perform, or from a payment sent to the wrong account.
• Cap: Happy Tactic’s total liability for all claims under these terms is limited to the fees you paid to Happy Tactic in the 12 months before the claim, or US$100 if you paid nothing.

You will defend and indemnify Happy Tactic against third-party claims arising from your Customer Data, your booking and payment decisions, your use of consumer reports, or your breach of these terms.

• Cancelling: you may cancel at any time; access continues until the end of the paid period.
• Termination by either party: either party may terminate for a material breach not cured within 30 days of notice.
• What survives: the sections on data, fees owed, confidentiality, disclaimers, liability and indemnity.

• Governing law: these terms are governed by the laws of Florida, without regard to conflict-of-laws rules, and disputes are resolved in the courts located there.
• Changes to these terms: we may update them by posting a new version and notifying account admins; continued use after the effective date is acceptance.
• Entire agreement: these terms, any order form and the Privacy Policy are the entire agreement.
• Assignment: neither party may assign them without consent, except in a merger or sale of the business.

Contact: support@happytactic.com.

A carrier’s owner who confirms their company on a Happy Tactic owner page (the link a broker sends) is not a customer under these Terms of Service: the owner page’s “By continuing you accept the Terms and Privacy Policy” means the Carrier Verification Terms and the Privacy Policy. In short, by pressing Continue you agree that: we keep your ID photos, your selfie and the check results for up to 2 years after your last verification (each new verification restarts the 2 years) and use them to confirm it is you the next time your company is verified, by any broker; we share verified results (never your ID photos or ID numbers) with the brokers who verify your company, unless you told us earlier not to; and the comparison of your selfie with your ID measures your face (biometric data) and keeps no face template. You can ask us to delete this data at any time at privacy@happytactic.com. The privacy policy and the Biometric Information Policy have the details.