Technology Use Agreement


This agreement ("Agreement") is between you, a business providing motor carrier transportation services ("Carrier”) and Togo Technologies, LLC d/b/a QuikSkope (“QuikSkope”), a limited liability company engaged in providing a technology platform which uses proprietary technology to provide information regarding the location and identity of motor carrier drivers and vehicles to requesting customers (“Services”).

This Agreement will become effective on the date it is accepted by the Carrier regardless of whether Carrier uses the QuikSkope portal, website, and/or technology platform that facilitates QuikSkope’s Services (“Platform”). If Carrier has not previously manifested their acceptance of this Agreement, this Agreement will be deemed automatically accepted by Carrier immediately upon the Carrier’s creation of an account on the QuikSkope Platform or when Carrier provides QuikSkope with information in response to a request.

QuikSkope reserves the right, from time to time, to modify this Agreement as well as any policies or other external documents. Continued use of QuikSkope’s Platform, the provision of any information to QuikSkope upon request, or performance of any Services after QuikSkope has posted an updated version of this Agreement or any of its policies on the QuikSkope website, on any QuikSkope portal, or after QuikSkope has otherwise provided you with notice of any modifications to this Agreement or any QuikSkope policies, shall constitute your acceptance of such modifications. You are responsible for regularly reviewing the QuikSkope website and user portal for any updates to this Agreement or QuikSkope policies applicable to you.


WHEREAS, Carrier is a business desiring to transport items on behalf of commercial shipper and broker customers (“Customers”);

WHEREAS, QuikSkope is a technology company operating an online platform that provides a process of supplying verification information concerning the identity of motor carriers scheduled to pick up, transport, and deliver items at the request of Customers. Upon entering into this Agreement, Carrier will be able to provide QuikSkope certain requested information; and

WHEREAS, Carrierr is interested in providing QuikSkope with requested information in order to be able to provide transportation services to Customers.

NOW, THEREFORE, in consideration of the above recitals and the mutual promises below, and for other good and valuable consideration, Carrier and QuikSkope (each a “Party”, and, collectively, the “Parties”) agree as follows:

Carrier Warranties

From time to time, Customers will request to receive Services through the QuikSkope platform regarding the receipt of information regarding the identity and location of Carriers with whom Customer has contracted to transport certain loads (“Request”). Carriers will have the ability to respond to Customer’s Request and enter into an arrangement whereby QuikSkope will accept electronic data from Carriers in order for QuikSkope to provide Customers with information regarding Carrier’s identity and location.

Carrier understands that QuikSkope is solely a platform provider, and in no way the direct shipper, broker, requester of, or provider of transportation services, and will never have care, custody, or control of, nor supply or receive, Customer’s items. Customer is the sole requester of transportation services related to this Agreement, Carrier is the sole party liable for the provision of transportation and delivery services related to this Agreement. Carrier warrants that it is duly authorized and able to provide services to Customers.

Customer is solely responsible for the accuracy and sufficiency of any and all information Customer submits to the platform regarding any Request, including, without limitation, the amount and nature of the items, origin and destination address, and requested date and pickup time for the items. Carrier shall defend, indemnify, and hold QuikSkope harmless from any claim, loss, damage, or suit arising out of Customer’s failure to provide full and accurate information regarding any Request. Further, Carrier understands that QuikSkope has not control over Customer’s ultimate determination of whether to accept services from Carrier.

Carrier warrants and represents that it shall only provide complete, accurate information in response to any QuikSkope request, in the format and transmission type designated by QuikSkope. Carrier shall explicitly indemnify, defend, and hold QuikSkope harmless from any and all claims and damages, be they direct, indirect, consequential or punitive in nature, regarding the incorrect, inaccurate, or fraudulent provision of information by Carrier or any Carrier representative.

Quikskope’s Services

QuikSkope agrees that it will maintain its platform to maximize the potential of Customers and Carriers to connect for the efficient performance of transportation services. Based solely on the information supplied by Customer through Customer’s Request, QuikSkope shall identify Customer’s contracted Carrier and supply such Carrier with a portal link in order to Carrier to provide verification information to QuikSkope, who will use its technology platform to provide Customer with Carrier identity and location. Customer may then use this information to permit Carrier to perform transportation services on behalf of Customer. The information supplied by Carrier is solely Carrier’s information, and is not generated or manipulated by QuikSkope in any way. QuikSkope makes no determination regarding Customer’s consent to Carrier’s provision of services

Claims Handling

QuikSkope is not liable or responsible for any claims, damages, suits, or losses arising out of the provision of transportation or delivery services by any Carrier for any Customer. QuikSkope may, but is not required, to assist Customers and Carriers in the resolution of any dispute related to a Request or performance of transportation or delivery services and facilitate the exchange of information related thereto. Carrier expressly agrees that QuikSkope shall not be named as a party in any legal proceeding or other dispute related to the performance of transportation of loads outside of QuikSkope’s provision of the Services.

Confidential Information

“Confidential Information” as used herein is defined to include Carrier and Customer contact information, contact information of Carrier’s and Customer’s Personnel, lists of Customers authorized to use the QuikSkope platform compiled by QuikSkope or customer lists developed by Carrier of Carrier’s own customers, trade secrets, patents, copyrights, trademarks, mask works, algorithms, pricing and fee calculations, licenses, software, computer programs, designs, technology, ideas, processes, data, techniques, improvements, inventions (whether patentable or not), works of authorship, marketing and product development plans, budgets, prices, technical or financial information, research or development, information which is received in confidence by or for either party Page 3 of 5 from any other person, and any other proprietary information), the Parties agree that they will not use or disclose it in any manner other than as necessary to perform their respective obligations under this Agreement or as required by law. The Parties agree that, upon request of a Party, the other Party shall return all materials and documents (in any form) containing Confidential Information provided to that party during the Term of this Agreement, including all copies thereof. The Parties understand that this includes hard-copy documents, as well as electronically stored information and all copies thereof.

  • Special Standards for Personally Identifying Information (“PII”):- Carrier may have access to, or provide other parties with, personally identifying information, which includes, but is not limited to (i) information which identifies or could reasonably be used to identify any natural person, including without limitation a person’s first and last name, home or other physical address, telephone number, fax number, email address, UDID, IP address, etc., (ii) data collected directly from a user via an application’s user interface (name, address, date of birth), (iii) data that is gathered indirectly, such as mobile phone numbers, IMEI, or UDID, and (iv) data gathered about a user’s behavior, such as purchase, order and transactional information, location data, web browsing data or the applications used which is linked to a unique profile.
  • Each Party acknowledges and agrees that:- (1) all Confidential Information shall remain the exclusive property of the disclosing entity, regardless of whether this disclosing entity is a Party to this Agreement, or a Customer or Customer’s personnel; (2) it shall not use disclosed Confidential Information for any purpose except in furtherance of this Agreement; (3) it shall not disclose the disclosed Confidential Information to any third party, except to its employees, officers, customers, agents, and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms herein or as required to be disclosed pursuant to law, court order, subpoena, or governmental authority, provided the receiving Party notifies the disclosing Party thereof and provides the disclosing Party a reasonable opportunity to contest or limit such required disclosure; and (4) it shall return or destroy all disclosed Confidential Information, upon the termination of this Agreement or at the request of the other Party (subject to applicable law and, with respect to QuikSkope, its internal record- keeping requirements).
  • Accuracy and Identification:-QuikSkope shall use its proprietary technology to gain information from the data supplied by Carriers through the QuikSkope portal or other form of request, and to supply Customer with confirmation of Carrier identity and location based on such supplied data. QuikSkope makes no other representation as to the accuracy of any information supplied by any user of the QuikSkope platform. Carrier understands that they receive the information supplied by any other user at their own risk, which may include risk based on Customer’s fraud, negligence, or misconduct.

Term And Termination

This Agreement shall remain in full force and effect from the Execution Date, until thirty days’ notice of termination is provided by either Party. Either Party may terminate this Agreement immediately upon written notice if the other Party is in material breach of this Agreement. Should Carrier materially breach this Agreement, Carrier will not be reinstated in the platform.

The following acts and/or occurrences shall constitute a material breach of this Agreement:

  • Repeated cancellations by Carrier
  • Provision of incorrect, inaccurate, incomplete, or fraudulent information in response to any Request by Customer or QuikSkope
  • The improper use or disclosure of Confidential Information
  • Failure by Carrier to maintain all licenses, permits, authorities, registrations and/or other prerequisites to operate that are required by law and/or this Agreement
  • Any act by a Party that causes the other Party to violate its obligations under any applicable state, Page 4 of 5 federal or local law.
  • Documented complaint by a Customer or employee of QuikSkope that Carrier engaged in conduct that a reasonable person would find physically threatening, highly offensive or harassing.
  • Failure by Carrier to provide services in a manner consistent with Customer’s requirements and effective operation of the QuikSkope Platform.
  • Documented illegal or destructive acts, including but not limited to fraud or theft, engaged in by Carrier.
  • Usage of another user’s account or login credentials or creation of a fake account on the QuikSkope platform.

The Parties acknowledge and agree that this Agreement does not reflect an uninterrupted service arrangement, and each Request made by Customer constitutes a separate contractual engagement.

A Party that receives notice of termination must continue to fulfill its obligations under this Agreement, including the transportation of any approved loads that Carrier has accepted as of the time notice is given, for the entire notice period.

Obligations and rights arising under the Confidential Information and Arbitration provisions of this Agreement (as well as any other provisions of this Agreement to the extent necessary to give effect to these provisions) shall survive termination of this Agreement.

Arbitration And Dispute Resolution

It is agreed by QuikSkope and Carrier that New Jersey law shall govern, without reference to the conflict of laws, disputes involving any terms of this Agreement or interpretation thereof, whether arising in contract, tort or otherwise. Carrier hereby waives any jurisdictional rights it might otherwise have. Carrier waives any right to assert a claim on behalf of a class action as a class member in any purported class. QuikSkope and Carrier agree that should any conflict or litigation arise between the Parties to this Agreement, the prevailing party shall be awarded reasonable attorneys’ fees and court costs

Notwithstanding the above, at the sole option of QuikSkope, any controversy, claim, or dispute arising out of, relating to, or pertaining to this Agreement, or the interpretation, breach, enforcement, or subject matter thereof, shall be resolved as follows:

For claims by Carrier against QuikSkope, first, Carrier shall provide notice to QuikScope of the dispute in writing, and QuikSkope shall have twenty (20) days to respond and resolve the dispute amicably. The Parties shall make a good faith effort to resolve their dispute amicably and by mutual agreement. Carrier shall submit the dispute to arbitration or Alternative Dispute Resolution (“ADR”). All claims for arbitration by Carrier under this Agreement must be brought in Carrir’s individual capacity and not as a plaintiff or class member in any purported class, collective action, or representative proceeding. The arbitrator may not consolidate the claims, and may not otherwise preside over any form of a representative or class proceeding. Judgment upon any arbitration award or ADR determination may be entered in any court of any state or county or application may be made to such court through judicial acceptance of the award or determination and on order of enforcement, as the law of the jurisdiction may require or allow. The arbitration award or ADR determination shall be final and no appeal shall be taken by either party. The costs and attorneys’ fees of any such Arbitration or ADR shall be awarded by the arbitrator.

For claims by QuikSkope not brought directly in court, first, QuikSkope shall provide notice to Carrier of the dispute in writing, and Carrier shall have twenty (20) days to respond and resolve the dispute Page 5 of 5 amicably. The Parties shall make a good faith effort to resolve their dispute amicably and by mutual agreement. Customer’s failure to respond to any notice of dispute shall be an admission of responsibility and liability for the damages claimed by QuikSkope. Should the Parties not resolve their dispute through good faith negotiation, QuikSkope may elect to either pursue a claim in court, or submit the dispute to ADR or arbitration.

General Provisions

  • Risk of Loss and Indemnification: Except as otherwise specifically set forth in this Agreement, Carrier agrees to be exclusively and solely responsible for any and all losses arising from or related to Carrier’s acts and omissions performed pursuant to this Agreement. Carrier agrees to indemnify, protect and hold harmless QuikSkope, and its customers from any and all losses, damages, expenses, costs, claims, demands, damage, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of Carrier and/or Carrier’s personnel in any way arising from or relating to Carrier’s actions relating to any Request, including personal injury or death to any person (including Carrier or their Personnel), as well as any liability arising from Carrier’s failure to comply with the terms of this Agreement. Carrier’s obligations hereunder shall include all applicable consequential, special, and incidental damages, as well as QuikSkope’s cost of defense as well as the payment of any final judgment rendered against QuikSkope.

    Carrier agrees to indemnify, protect and hold harmless QuikSkope from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers’ compensation premiums, and any contributions imposed or required under federal, state and local laws, with respect to Carrier and Carrier’s personnel.

    Carrier shall be responsible for, indemnify and hold harmless QuikSkope from all costs of Carrier’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, salaries and compensation, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.

  • Severability:-If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

  • Entire Agreement:- This Agreement, including any Exhibits and Addenda attached hereto, is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof, supersedes any and all prior and contemporaneous written and/or oral agreements and merges all prior discussions between the parties with respect to such subject matters. To the extent any terms of QuikSkope’s Privacy Policy, which can be found at XXXXXXXXXX are inconsistent with this Agreement, this Agreement shall control. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Carrier and an authorized employee of QuikSkope. An electronic copy of this Agreement will always be accessible to Carrier in Carrier’s online account on the QuikSkope platform, and Carrier may obtain an electronic copy of this Agreement upon request.