Terms of Service
LoadStop provides a platform to transforms and automate trucking operations for driver and driverless fleets.
Introduction
If you are agreeing to these Terms on behalf of your organization, you represent that you have the authority to bind your organization to these Terms.
General Service Terms
Provision of Services
LoadStop provides a cloud-based platform designed to optimize transportation management for businesses, including fleet management, logistics, and routing optimization. The specific Services provided will be detailed in your Order Form or Statement of Work (“SOW”). Access to and use of these Services is governed by the provisions of these Terms.
Service Availability
LoadStop strives to ensure the availability of its Services but does not guarantee uninterrupted or error-free operation. LoadStop will notify Customers of any scheduled maintenance or downtime in advance, where possible.
Support
Support services are available as specified in the Service Level Agreement (SLA) or as otherwise outlined in the Order Form.
Customer Use Of The Services
Authorized Use
You may access and use the Services only for legitimate business purposes in accordance with these Terms. Unauthorized use of the Services includes but is not limited to: attempting to access systems without authorization, using the Services for unlawful purposes, or misusing the data provided.
Customer Responsibilities
- Ensuring that only authorized individuals have access to the Services.
- Safeguarding login credentials and other sensitive information.
- Ensuring that any third-party services or hardware you use in conjunction with the Services comply with these Terms.
End User Accounts
You may create End User accounts to grant access to your organization’s Services account. You are responsible for maintaining the confidentiality of your account credentials and ensuring that only authorized users access your account.
Intellectual Property Rights
Ownership
All intellectual property rights in the Services, including the platform, software, and documentation, are owned by LoadStop or its licensors. You are granted a non-exclusive, non-transferable license to use the Services for the duration of your subscription, subject to these Terms.
Customer Data
You retain ownership of all data you provide to LoadStop in connection with the Services (“Customer Data”). By using the Services, you grant LoadStop a limited, non-exclusive license to use, store, and process your data as required to provide and support the Services.
Restrictions
- Reverse engineer, decompile, or attempt to derive the source code of the Services.
- Modify, sublicense, or distribute the Services except as expressly permitted under these Terms.
- Use the Services to develop a competitive product or service.
Data Security & Disclosure
Data Security
LoadStop implements reasonable administrative, technical, and physical safeguards to protect Customer Data. However, you acknowledge that no system can be entirely secure, and LoadStop cannot guarantee the absolute security of your data.
Data Sharing
LoadStop will not sell or rent your Customer Data to third parties. LoadStop may share anonymized data with third parties for the purpose of improving the Services.
Compelled Disclosure
LoadStop may disclose Customer Data if required by law or a legal process (e.g., subpoena, court order). LoadStop will use reasonable efforts to provide you with notice of such disclosures, where permitted.
International Transfers
You acknowledge that your data may be transferred to and stored on servers located outside your jurisdiction. LoadStop will ensure that such transfers are compliant with applicable data protection laws.
Service-Specific Terms & Conditions
Hardware
If the Services include the provision of hardware (e.g., GPS tracking devices, IoT sensors), you agree to install and maintain the hardware in accordance with LoadStop’s guidelines. Any hardware issues should be reported to LoadStop support for resolution.
Beta Features
From time to time, LoadStop may offer “Beta Features,” which are services or features provided for testing purposes. These features may not be fully supported or available and may be discontinued at LoadStop’s discretion.
Fees & Payments
Payment Terms
Fees for the Services are outlined in the applicable Order Form or SOW. You agree to pay the fees in accordance with the specified schedule. Payment methods may include credit card, direct bank transfer, or other methods as agreed.
Late Payments
Late payments may incur interest at a rate specified in the Order Form or, if none is specified, at the maximum rate permitted by applicable law. If payment is not received within the specified timeframe, LoadStop may suspend or terminate your access to the Services.
Taxes
You are responsible for any taxes applicable to your use of the Services, including sales, use, and VAT taxes, except for taxes based on LoadStop’s income.
Term & Termination
Term
These Terms remain in effect until terminated by either party. The term of the Services is specified in the applicable Order Form or SOW and will automatically renew unless either party provides notice of non-renewal at least 30 days prior to the end of the current term.
Termination for Cause
Either party may terminate these Terms for cause if the other party materially breaches these Terms and fails to cure the breach within 30 days of receiving written notice. Upon termination for cause, all fees due up to the termination date will be payable.
Effect of Termination
Upon termination, you must cease all use of the Services and return or destroy any LoadStop-provided materials. LoadStop may delete any data associated with your account unless required by law to retain it.
Disclaimers
No Warranty
To the fullest extent permitted by law, LoadStop disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
As-Is Basis
The Services are provided “as is” and “as available” without any warranties of any kind. LoadStop does not warrant that the Services will be error-free, uninterrupted, or secure.
Effect of Termination
Upon termination, you must cease all use of the Services and return or destroy any LoadStop-provided materials. LoadStop may delete any data associated with your account unless required by law to retain it.
Indemnity
Customer Indemnity
You agree to indemnify and hold LoadStop harmless from any claims, damages, losses, or liabilities arising from your use of the Services, including claims related to Customer Data, misuse of the Services, or violations of law.
LoadStop Indemnity
LoadStop agrees to indemnify and hold you harmless from any claims, damages, losses, or liabilities arising from LoadStop’s gross negligence or willful misconduct, or from the infringement of third-party intellectual property rights by the Services.
Limitation of Liability
Exclusion of Certain Damages
LoadStop will not be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of data, business, or profits, arising from your use of the Services.
Liability Cap
The total liability of LoadStop under these Terms will not exceed the amount you have paid for the Services in the 12 months preceding the event giving rise to the liability.
Arbitration
Agreement to Arbitrate
Any dispute arising from these Terms will be resolved through binding arbitration, rather than in court, under the rules of the American Arbitration Association (AAA). The arbitration will take place in [Insert Location].
Exceptions
This arbitration agreement does not apply to actions for injunctive relief or claims related to intellectual property rights.
Class Action Waiver
You agree that disputes will be resolved on an individual basis, and class actions, class arbitrations, or similar proceedings are prohibited.
Miscellaneous
Force Majeure
Neither party will be liable for failure to perform due to circumstances beyond their reasonable control, including natural disasters, pandemics, and government actions.
Severability
If any provision of these Terms is deemed unenforceable, the remaining provisions will continue in full force and effect.
Assignment
You may not assign these Terms without the prior written consent of LoadStop, except in the case of a
merger or acquisition.
Governing Law
These Terms are governed by the laws of the State of [Insert State], without regard to its conflict of law principles.
Definitions
Customer Data
Any data and information provided by you to LoadStop, including but not limited to transportation data, fleet information, and user data.
Services
The load and transportation management services
