Terms and Conditions
Updated: August 31, 2023 1:57pm EST
Updated: August 31, 2023 1:57pm EST
Your purchase for products (“Products”) and Services in any online form may be executed by Truckin Systems LLC. and Company. Each purchase includes terms related to the quantity, delivery, total fees due and any other information applicable to each specific order for the Products and Services. The Order Form shall be incorporated by reference into, subject to, and made a part of, this Terms of Conditions and Use.
Any and all additional Order Forms relating to this Agreement shall be incorporated by reference into, subject to, and made a part of this Terms of Conditions and Use. Defined terms contained in any Order Form without definition shall have the meanings ascribed to them in this Agreement.
If Company has purchased a license of this software, with specific starting and ending dates, the term of this Agreement is described in Company’s online purchase. Upon termination of the license, Company will seize usage and shall retain all its data and records before the expiration date. Notwithstanding anything else to the contrary in this Agreement, none of Truckin Systems LLC.’s intellectual property rights in the Software or otherwise licensed to Company under this Agreement survive expiration of the Term of this Agreement.
In consideration of payment of licensing fees for the Software, Truckin Systems LLC. hereby grants during the term of this Agreement to Company, along with its subsidiaries and affiliates, a non-transferable, non-exclusive, royalty-free license of its copyright and patent rights in such Software. Software license shall commence on the date of Order Form delivery of such Software to Company. The Software and documentation may be used by Company solely for Company’s business operations in accordance with the terms of this Agreement, and Company shall be responsible for the compliance of any permitted agents, employees, or independent contractors of Company using the Software with the terms of the Agreement. Subject to the terms of this Agreement, Truckin Systems LLC. grants to you during the License Term the non-transferable (except as permitted below), non-exclusive right to permit Your Authorized Employee Users to access and use the Truckin Systems LLC. Service (and any Truckin Systems LLC.
Materials provided to You) to allow You to perform ERP duties, automated faxing/emailing, provide you sales leads, bid on broker shipments (must have carrier authority), post shipments from your brokerage (Must have broker authority) and other related business functions that the Truckin Systems LLC. Service is designed to perform, subject to the following restrictions: (i) Your use of the Truckin Systems LLC. Service may not be on behalf of third parties unless a separate agreement between You and Truckin Systems LLC. permits use of the Truckin Systems LLC. Service on behalf of Your clients (and in such case limited to use on behalf of clients for whom You have purchased access and use rights); (ii) except as expressly permitted herein or in a separate partner agreement between You and Truckin Systems LLC., You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make the Truckin Systems LLC. Service or the Truckin Systems LLC. Materials available to any third party; (iii) You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Truckin Systems LLC. Service or Truckin Systems LLC. Materials (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law), or access or use the Truckin Systems LLC. Service or Truckin Systems LLC.
Materials in order to build a similar or competitive product or service; (iv) Your use of the Truckin Systems LLC. Service (in terms of number of Authorized Users, maximum list sizes, monthly email limitations, etc.) shall conform with the restrictions set forth in the Order Form for the level of subscription purchased by You (Truckin Systems LLC. may monitor Your compliance with these limits and if it detects overuse require that You upgrade to the appropriate higher subscription level); (v) Your use of the Truckin Systems LLC. Service must not cause undue strain or stress on the Truckin Systems LLC. network through excessive API calls or other non-standard use; and (v) Your use of the Truckin Systems LLC. Service must comply with the separate Customer Subscription Agreement posted on the Truckin Systems LLC. website (www.truckindigital.com/legal) as updated by Truckin Systems LLC. from time to time.
All title and intellectual property rights in and to the Software are owned by Truckin Systems LLC. All rights not expressly granted in the Software under this Agreement are reserved by Truckin Systems LLC.
For purposes of clarification and not to alter the scope of the licensed granted by Truckin Systems LLC. to Company under this Agreement, Company agrees that Truckin Systems LLC. possesses right, title, or interest in various computer code, pre-existing development tools, routines, subroutines, and other programs, data, and materials that Truckin Systems LLC. may include in, or provide with, the Software (“Background Technology”) and that Truckin Systems LLC. has not granted any right, title, or interest to Company in the Background Technology except as necessary to operate the Software for its intended purpose.
Truckin Systems LLC. reserves the rights, but not the obligation, to make commercially reasonable modifications to the Software to the extent such modifications do not materially negatively impact Company’s use of the Software. If Company uses the Software as modified for at least thirty (30) days, Company irrevocably waives any right to assert that the modifications materially negatively impact Company’s use of the Software.
Truckin Systems LLC.’s right, title, and interest in the Software may be licensed, sublicensed, or otherwise arise from a third party’s right, title, and interest (“Downstream Rights”) and Company agrees to comply with the terms and conditions governing the conveyance of such Downstream Rights to Truckin Systems LLC. in connection with Company’s use of the Software.
Truckin Systems LLC. shall retain all right, title and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in and to the Truckin Systems LLC. Service and Truckin Systems LLC. Materials (including application development, business and technical methodologies, and implementation and business processes, used by Truckin Systems LLC. to develop or provide the Truckin Systems LLC. Service or Truckin Systems LLC. Materials), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Except for the limited access and use rights granted pursuant to this Agreement, You do not acquire any interest in the Truckin Systems LLC. Service or Truckin Systems LLC. Materials. You agree that any suggestions, enhancement requests, feedback, recommendations or other information provided by You or any of Your Authorized Users relating to the Truckin Systems LLC. Service or the Truckin Systems LLC. Materials may be used by Truckin Systems LLC. without restriction or obligation to You. You are granted a non-exclusive, non-transferable, revocable license to access and use Truckin Systems LLC. strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Truckin Systems LLC. that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.
You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Truckin Systems LLC. or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Truckin Systems LLC. content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Truckin Systems LLC. and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Truckin Systems LLC. or our licensors except as expressly authorized by these Terms.
Truckin Systems LLC. does not claim ownership of the materials you provide to Truckin Systems LLC. (including feedback and suggestions) or post, upload, input or submit to any Truckin Systems LLC. Site or our associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Truckin Systems LLC., our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. Truckin Systems LLC. is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Truckin Systems LLC.’s sole discretion. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
You will be able to connect your Truckin Systems LLC. account to third party accounts. By connecting your Truckin Systems LLC. account to your third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third-party sites). If you do not want information about you to be shared in this manner, do not use this feature. Some third-party accounts require payment to be enabled. Add-on pricing varies by add-on.
By clicking download on the Truckin Digital mobile applications (the “Software”) on your or your driver, staff, employee mobile phone or mobile tablet, You acknowledge that You have read, understood and agree to the terms and conditions of this Agreement with Truckin Systems. If you are unwilling to accept the terms and conditions of this Agreement, you may not use the mobile applications.
You are restricted from using the TruckinDigital.com for personal or non-commercial use. Your use of the Software is also subject to Truckin Systems separate terms of use policy located on the Truckin Systems legal page (www.truckindigital.com/legal/privacy-policy), including specifically the provisions relating to billing (www.truckindigital.com/legal/billing) and this terms conditions of use (www.truckindigital.com/legal/terms-and-conditions).
This Agreement allows You to exercise the rights granted herein. No other rights are granted. You may not use the Software for anything other than work related transmission of GPS location updates in an interval basis to either (i.) Email specified recipient of your choosing (ii.) TruckinDigital.com subscriber account where employees will be able to view details relating to your location using TruckinDigital.com subscriber account on the TruckinDigital.com website (www.truckindigital.com) shipment order updates (i.) time in and out (ii.) order details (iii.) order rates, accepting or declining order offers, updating your availability status, sending documents with your device’s camera via either (i.) Fax transmission or (ii.) Email transmission and transmission of such data to your TruckinDigital.com account and, except as expressly provided hereunder, You may not rent, assign, lease, copy, share, resell or otherwise transfer any part of the Software or the Documentation to a third party.
The Software contains TruckinDigital.com copyrighted material, confidential information, trade secrets, and other proprietary material. When and if applicable, You must reproduce the TruckinDigital.com copyright notice and any other proprietary notices found on the original Software on all permitted copies of the Software. You shall not remove any notices, warnings or disclaimers from the Software. You shall not, without the prior written permission from TruckinDigital.com in each instance, nor permit anyone else, to decompile, reverse engineer, disassemble or otherwise reduce the Software to a human perceivable form, or to rent, lease, modify, network, distribute, loan, or create derivative works based upon the Software or the Documentation in whole or in part. Any and all information obtained during any lawful or unlawful reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms and processes of the Software, shall be deemed to be confidential and proprietary information of TruckinDigital.com. Except to the extent permitted by applicable law, You agree not to make copies of the Documentation without prior written permission of TruckinDigital.com. You may not redistribute copies of the Documentation without the prior written permission of TruckinDigital.com.
TruckinDigital.com may, but is not obligated to, provide You with enhancements or updates to the Software. TruckinDigital.com may furnish the Software and any on-line help files to You electronically.
The Software is licensed to Company to operate by its Departments and Employees. If you use this site, you are responsible for maintaining the confidentiality of your account and employee accounts and passwords and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or employee accounts. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Truckin Systems LLC. is not responsible for third party access to your account that results from theft or misappropriation of your account. Truckin Systems LLC. and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion. The Software may have access by for from, computer systems owned, leased, or otherwise controlled by Company. Access to login can be accessed from Google Chrome browser by visiting the following URL Address: https://app.truckindigital.com
The Software may be accessed by Internal Employee Users. Company shall take all reasonable actions to prohibit unauthorized access or use of the Software caused by Company’s actions or inactions.
At Truckin Systems LLC.’s discretion, which may include the imposition of fees, Truckin Systems LLC. may provide Company with support services related to software. Support hours are 9am to 5pm Eastern Standard Time, Monday to Friday. All US holidays will have no support available for day of the holiday.
Requires a SOW (Statement of Work)
For Truckin Systems LLC. Technology with a License designated as “Subscription,” Maintenance Services are included in the price of the License and provided during the Term for such License without the need for a separate Fee other than the Fee paid for the License. In such case, the period for Maintenance Services is the same period as the Term under the Subscription License Order Form. Subscription License will automatically renew annually after the initial term unless Customer gives a written sixty (60) day notice to Truckin Systems LLC.
Company may not reverse engineer, de-compile, disassemble or otherwise attempt to create the source code, underlying ideas, underlying user interface techniques, or algorithms of or from the Software directly or indirectly by any means whatsoever.
Unless otherwise specifically permitted in the Agreement, Company shall not have the right to sell, resell, distribute, license, sub-license, rent, lease, permit access to, or use of, or otherwise transfer any Truckin Systems LLC. Technology to any other third party, and specifically agrees not to (a) provide usage of any Truckin Systems LLC. Technology to any third parties; (b) generate income from any third parties’ use of any Truckin Systems LLC. Technology; or (c) generate income by acting as an agent for a third party and processing the business information of other third parties, except that, subject to the terms and conditions of the Agreement, (i) a Related Entity may access and use Truckin Systems LLC. Technology pursuant to a License for the same purposes that the Company may access and use such Truckin Systems LLC. Technology, (ii) an Authorized Contractor may access and use Truckin Systems LLC. Technology pursuant to a License solely for the purposes of providing on-site technical development for Company and/or data integration on behalf of Company, or for hosting any Company-Licensed Products on Devices at a Company Location, as may be permitted in an Order; and (iii) Trading Partners can view certain Software Program features and information about transactions that they send and receive as contemplated in Documentation.
If Company permits any Related Entity or Authorized Contractor access to, or use of, any Truckin Systems LLC. Technology (including any Documentation) pursuant to a License as permitted under the terms and conditions of the Agreement, Company agrees that it will be directly liable for any acts or omissions of its Related Entities or Authorized Contractors regarding such Party’s access to, or use of, any Truckin Systems LLC. Technology in violation of the terms of the Agreement. Except as otherwise expressly permitted under the Agreement, including any Order Form, Company shall not have any right to use any Truckin Systems LLC. Technology, in whole or in part, for any other use or purpose whatsoever and any right not expressly or specifically provided to Company under the Agreement shall be reserved by Truckin Systems LLC. and its suppliers. In this respect, Company acknowledges that any Licenses granted to Company do not provide it with title to or ownership of the Truckin Systems LLC. Technology, or any other Truckin Systems LLC. products, software or services, or any other right to access or use the same other than a limited right under the terms and conditions of the Agreement. Further, Truckin Systems LLC. and its suppliers may use, sell, assign, transfer and license copies of, and rights relating to, any Truckin Systems LLC. Technology to any and all third parties free from any claim whatsoever on the part of Company.
You are expressly prohibited from using any Front End Code for any purpose outside of the intended design and implementation of Your authorized use of the Truckin Systems LLC. Service. Any replication or use of any aspect of the Front End Code or other Truckin Systems LLC. application or Services for any purpose designed or intended to compete with Truckin Systems LLC. solutions is strictly prohibited.
Company agrees that it will not export or re-export the Software to any country, person, entity, or end user subject to U.S.A. export restrictions. Restricted countries currently include, but are not necessarily limited to, Cuba, Iran, Libya, North Korea, Sudan, and Syria. Company warrants and represents that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Company’s export privileges. Company acknowledges and agrees that it is responsible for compliance with any and all export rules and regulations.
We do not guarantee any third-party integration and require an integration request form to be filled out with a signed approval from Truckin Systems LLC. Integrations Team. We do not guarantee any estimated delivery time. We have every right to deny an integration if we choose to do so. Fees may be applied for integrations at the set cost per integration/doc type and some may have increased fees which vary case by case basis. Please request an integration type and integration form by emailing support@truckindigital.com
Truckin Systems LLC. shall provide to Company all consulting services more fully described in the Statement of Work (“SOW”) and made a part of this Agreement or such other Statements of Work which may be added from time to time (“Consulting Services”).
Company hereby agrees that it shall make the following available to Truckin Systems LLC. when and as requested by Truckin Systems LLC. All necessary, accurate and reliable information, data files, documents and other records and access to Company personnel reasonably request by Truckin Systems LLC. to perform the obligations described in the Statement of Work.
Nothing contained in this Agreement will create a joint venture or partnership, establish a relationship of principal and agent, establish a relationship of employer and employee, or any other relationship of a similar nature between the Parties. Neither Party will represent the other Party in any capacity, bind the other Party to any contract, or create or assume any obligation on behalf of the other Party for any purpose whatsoever, except as expressly authorized by this Agreement. Except as expressly required by this Agreement, Provider retains sole and absolute discretion as to the manner and means of carrying out its obligations under this Agreement, and Company will have no right or obligation to direct or control Provider’s working conditions or activities.
Truckin Systems LLC. shall have the right to engage subcontractors to perform Consulting Services.
During the course of this Agreement, each Party may obtain information from the other which is of a confidential and proprietary nature (“Confidential Information”). Such Confidential Information includes, but is not limited to: (a) information disclosed by a Party relating to or included in the Products and Services, product development strategy and activity, marketing strategy, corporate assessments and strategic plans; pricing, financial, statistical and accounting information; information regarding the parties or their suppliers, personnel, investors, contractors or Company’s; software, source code, systems, processes, designs, schematics, methods, techniques, algorithms, formulae, inventions and discoveries; policies, guidelines, procedures, practices, disputes and litigation; (b) other confidential, proprietary or trade secret information disclosed by a Party that is identified in writing as such at the time of its disclosure or that a reasonable person would deem
Neither Party shall use, disseminate, reproduce or permit to be used, disseminated or reproduced, or in any way disclose the other Party’s Confidential Information to any person or entity except as specifically permitted in this Agreement or required by law. Absent prior written consent of the other Party, each Party shall disclose Confidential Information only to those of its personnel who have (a) a need to know such Confidential Information in the performance of their obligations under this Agreement and (b) previously agreed to be bound by terms and conditions of confidentiality at least as restrictive as those set forth in this Agreement. Each Party shall keep all Confidential Information disclosed to it in connection with this Agreement in strict trust and confidence, using commercially reasonable measures at least equal to those used by such Party with respect to its own Confidential Information of a similar nature.
The restrictions on use and disclosure of Confidential Information set forth herein shall not apply to any particular Confidential Information when and to the extent that the Confidential Information: (a) is or becomes generally available to the public through no fault of the receiving Party (or anyone acting on its behalf); (b) was previously rightfully known to the receiving Party free of any obligations of confidentiality; (c) is subsequently disclosed to the receiving Party by a third party who may rightfully transfer and disclose the information without restriction and free of any obligations of confidentially; (d) is independently developed by the receiving Party or a third party without reference or access to the disclosing Party’s Confidential Information; or (e) is otherwise agreed upon by the parties not to be subject to the restrictions set forth herein. The Party claiming any of the above exceptions has the burden of providing evidence of applicability. The receiving Party may disclose Confidential Information if required to do so as a matter of law, regulation or court order, provided that: (i) the receiving Party shall use all reasonable efforts to provide the disclosing Party with at least 10 days prior notice of such disclosure; (ii) the receiving Party shall disclose only that portion of the Confidential Information that is legally required to be furnished; and (iii) the receiving Party shall use reasonable efforts to seek from the Party to which the information must be disclosed confidential treatment of the disclosed Confidential Information.
Company bears sole responsibility and liability for ensuring that all Company’s Data and Company’s use of the Software complies with all applicable law, including but not limited to, privacy and security related law such as The Health Insurance Portability and Accountability Act of 1996, The Health Information Technology for Economic and Clinical Health (HITECH) Act, The Children’s Online Privacy Protection Act of 1998, and The Gramm–Leach– Bliley Act and any and all “litigation holds” and e-discovery procedures.
Includes without limitation: (a) all costs and reasonable attorneys’ fees paid or payable by an Indemnitee defense of any claim subject to indemnification under Section 14.10, whether prior to, at trial or any other proceeding and in any appeal or other post judgment proceeding; and (b) all losses and damages incurred by any of the Indemnitee and all damages paid or payable to any other person, including without limitation, for property damage and for personal injury, sickness and death; (c) all interest, costs, fines, taxes, premiums, assessments, penalties, and expenses; and (d) all other liabilities of any kind or nature.
The indemnification obligations described above will not apply to a Loss to the extent that Loss was caused by: (a) the Indemnitees’ negligent acts or omissions; (b) the Indemnitees’ breach of any representation, warranty or covenant in this Agreement or elsewhere; (c) the Indemnitees’ intentional misconduct; or (d) the Indemnitees’ violation of any applicable law.11.3 Under no circumstances shall Truckin Systems LLC. be liable to the Company or anyone claiming through the Company for loss of profits, loss of use, or incidental, special, or consequential damages, whether based on contract, tort, strict liability, or any other theory or form of action, even if Truckin Systems LLC. has been advised of the possibility of any of the foregoing, arising out or for in connection with the Services. By way of example and not limitation, Truckin Systems LLC. shall not be liable for personal injury or property damage.
Each Party represents that it validly exists in good standing; it has the requisite power and authority to execute, deliver, and perform its obligations hereunder; and it is not a Party to any Agreement with a third party, the performance of which is reasonably likely to affect adversely its ability or the ability of the other Party to perform fully its respective obligations hereunder.
Truckin Systems LLC. warrants for a period of one year from the date ofshipment or download notification by Truckin Systems LLC. to Company, TruckinSystems LLC.’s reseller, and/or the reseller’s companies, as applicable, thatthe Software, in its unmodified form as initially delivered, will perform inall material respects in accordance with Truckin Systems LLC.’s publishedspecifications. Truckin Systems LLC.’s sole obligation and liability shall beto replace or repair, at Truckin Systems LLC.’s option, the Software found tobe defective and subject to this warranty so that it will perform in materialconformance with the applicable published specifications.
EXCEPT AS OTHERWISE PROVIDED, TRUCKIN SYSTEMS LLC. AND EACH SUPPLIER OFASSOCIATED SOFTWARE AND SOFTWARE COMPONENTS INCLUDED IN THE TRUCKIN SYSTEMSLLC. SOLUTION DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED) INCLUDINGWARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, QUALITY PERFORMANCE, ANDFITNESS FOR USE, OR FOR A PARTICULAR PURPOSE. TRUCKIN SYSTEMS LLC. DOES NOTWARRANT THAT THE SOFTWAREWILL BE ERROR-FREE OR WILL OPERATE WITHOUTINTERRUPTION. SOME STATES PROHIBIT EXCLUSION OR LIMITATION OF DAMAGES FORCONSUMER PRODUCTS. IF COMPANY’S PRINCIPAL PLACE OF BUSINESS IS LOCATED IN ONEOF THESE STATES, THESE LIMITATIONS MAY NOT APPLY TO COMPANY. THISWARRANTYPROVIDES COMPANY WITH SPECIFIC LEGAL RIGHTS, AND COMPANY MAY HAVEOTHERS DEPENDING ON THE STATE IN WHICH COMPANY’S PRINCIPAL PLACE OF BUSINESS ISLOCATED.
IN NO EVENTSHALL TRUCKIN SYSTEMS LLC., ITS SUPPLIERS, OR ITS PARTNERS BE LIABLE TO COMPANYFOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING ANYLOSS OF BUSINESS, REVENUE, SAVINGS, PROFITS, USE, DATA, GOODWILL, OR ANY OTHERDAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, PRODUCT LIABILITY, TORTOR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, INABILITYTO USE, UNAUTHORIZED ACCESS, LOSS OF DATA, INCLUDING BUT NOT LIMITED TO,COMPANY DATA, OR PERFORMANCE OF THE SOFTWARE OR ANY TRUCKIN SYSTEMS LLC.PRODUCT EVEN IF TRUCKIN SYSTEMS LLC. HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGE OR OTHER CLAIMS.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANYFAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, TRUCKINSYSTEMS LLC.’S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, PRODUCT LIABILITY,NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY WILL NOT EXCEED THE GREATEROF $1.00 OR THEFEES PAID BY COMPANY FOR THE APPLICABLE SOFTWARE. The limitations and exclusions of Truckin Systems LLC.’s liability described in this section also apply to any third-party supplier of materials supplied to Licensee and included in the Truckin Systems LLC. Solution. The limitations and exclusions of the liabilities of Licensor and its third-party supplier(s) are not cumulative. Each such third-party supplier is an intended beneficiary of this section.
You may cancel your account at any time. Your account may differ from other licenses of add-ons of the Truckin Systems LLC. service, which is agreed by you upon the order placed and explained in the agreement (“License Agreement”), which describes the specific products and services under the full Truckin Systems LLC. Service. Any cancellation here under shall not operate to relive the customer of any financial or other obligations in these terms or otherwise. There are no refunds allowed at any time. If account was cancelled manually by customer without any billing delinquency, the customer for a subsequent period of 30 days while account is in cancelled status shall be entitled to reactivate by purchasing licenses again. To access the account or its data, the account must be an active paid account. After 30 days post-cancellation, following the effective cancellation of a customer’s cancellation date, Truckin Systems LLC. has the right to purge all of the customer’s data from the Truckin Systems LLC. system. All customers must comply with the Truckin Systems LLC. billing policy posted on the Truckin Systems LLC. website (“https://www.truckindigital.com/legal/billing-policy”)and if at any time these terms is determined to be invalid or unenforceable, no other terms shall be affected and the billing policy terms shall remain valid and enforceable as written. Please contact us at support@truckindigital.com with any questions.
The billing policy shall be incorporated by reference into, subject to and made a part of, this TERMS AND CONDITIONS AND USE. This will be executed by Company and Truckin Systems LLC. The billing policy is located here: https://www.truckindigital.com/legal/billing-policy
There are no other agreements, representations, warranties, or conditions other thanthose contained herein. No change, modification, or alteration of this agreement shall be effective unless in writing and signed by the parties.
This Agreement may not be assigned by Truckin Systems LLC. without Company’s prior written consent, which consent will not be unreasonably withheld. Any purported assignment without this consent will be void and of no legal effect, provided however, Company and Truckin Systems LLC. may assign this Agreement at any time without the other’s consent in connection with a merger, acquisition, sale, consolidation, or other similar transaction involving Company, and Truckin Systems LLC. may assign this Agreement at any time without Company’s consent to the extent appropriate to engage subcontractors to perform the Services. The rights and obligations of this Agreement will survive any assignment or other transfer or succession and will be fully binding upon any permitted assignee, transferee, or other successor of either Party.
The Software is protected by United States copyright law, as well as, other intellectual property laws and international treaty provisions. Company acknowledges that no title to the intellectual property in the Software transferred to Company. Company further acknowledges that title and followership rights to the Software will remain the exclusive property of Truckin Systems LLC. and Company will not acquire any rights to the Software except AS expressly set forth in this license. Company agrees that any copies of the Software will contain the same proprietary notices which appear on and in the Software.
If Truckin Systems LLC. shall be prevented, hindered or delayed in the performance or observance of any of its obligations hereunder by reason of any force majeure, including but not limited to, natural disaster, war, riot, civil commotion, explosion, fire, government action, epidemic, or other circumstance beyond its reasonable control, then Truckin Systems LLC. shall be excused from further performance or observance of the obligation so affected for as long as such circumstances shall prevail.
Company agrees that Truckin Systems LLC. may disclose Company’s name in its company lists and may disclose Company’s trademark and/or logo on its Web site, or in its advertising, press releases.
No waiver of any provision of this Agreement or of the rights and obligations of the parties will be effective unless in writing and signed by the Party waiving compliance. This waiver will be effective only in the specific instance and for the specific purpose stated in the writing.
If any term, clause, or provision of this Agreement is deemed invalid or unenforceable for any reason, the remainder of this Agreement will remain valid and enforceable in accordance with its terms to the fullest extent permitted bylaw.
This Agreement constitutes the entire agreement and understanding between the parties and supersedes any prior agreement and understanding relating to the subject matter of this Agreement This Agreement may not be amended except pursuant to a written document signed by Company and Truckin Systems LLC..
Truckin Systems LLC. shall defend, indemnify and hold Company, its parent company and any subsidiaries, related and affiliated companies of each, and the officers, directors, agents, employees and assigns of each (collectively, “Indemnified Parties”), harmless from all costs and expenses incurred, including reasonable legal fees, and defend against suits based on any claim that the use of the Truckin Systems LLC. product under this Agreement infringes on any patent, copyright, trademark, trade secret or other proprietary right of a third party, provided Company gives Truckin Systems LLC. prompt written notice of such suits permits Truckin Systems LLC. to control the defense thereof and cooperates with Truckin Systems LLC. in its defense efforts.
In the event Truckin Systems LLC. shall enforce any part of this Agreement through legal proceedings, Company agrees to pay to Truckin Systems LLC. any costs and attorneys’ fees reasonably incurred by Truckin Systems LLC. in connection therewith. Any amount not timely paid by Company to Truckin Systems LLC. under this Agreement bears interest at the rate of eighteen percent (18%) per year and alate charge equal to five percent (5%) of the amount unpaid which interest and late charge shall be immediately due and payable. Company’s duties to pay interest, late charges, and attorneys’ fees shall survive termination of this Agreement and shall survive and not merge with any judgment obtained against Company.
If you acquired the Software in the United States, this Agreement is governed by the laws of the State of Michigan. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions shall remain in full force and effect. If you acquired the Software outside of the United States, then local laws may apply.
This Agreement shall be construed in accordance with the internal laws of the State of Michigan. Any dispute arising out of or related to this Agreement shall be resolved in the courts of the State of Michigan in Winnebago County. Each Party consents to the personal jurisdiction of the courts of the State of Michigan and waives any right to assert that the forum is inconvenient for such Party or the presentation of its case.
The Parties will work together to resolve any dispute by escalating it to higher levels of management. Then if necessary, in each Party’s sole judgment, the Parties shall consider using mutually agreed alternative dispute resolution before resorting to litigation. This paragraph will not prevent or delay either Party from initiating litigation in its sole judgment.
Any notice required or permitted to be given under this Agreement must be inwriting and will be deemed to have been given when received, or on the fifth(5th) day after mailing by United States mail (registered or certified) postage pre-paid, or via nationally recognized overnight courier. Notices will be sent to the below addresses as may be updated by the parties:
Truckin Systems LLC.
6311 Haggerty Rd
Ste 104
West Bloomfield, MI 48322
The headings of the articles and sections of this Agreement are included for convenience only, and shall not affect the construction or interpretation of its provisions. The Recitals of this Agreement are hereby incorporated in and made part of this Agreement. The SOWs and/or Order Forms, referenced in this Agreement will be subject to the terms of this Agreement. These Agreements maybe executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Execution and delivery of these Agreements may be evidenced by facsimile or PDF transmission.
The provisions of the following sections will survive any termination: Relationship of the Parties, Confidential Information, Representations and Warranties, Indemnification, Duties Upon Expiration or Termination, Survival, and General. In addition, the following will survive: any provisions in SOWs and Order Forms which would reasonably be expected to survive.
Truckin Systems LLC. may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Truckin Systems LLC. and Truckin Systems LLC. is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Truckin Systems LLC. is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Truckin Systems LLC. of the site or any association with its operators. Certain services made available via Truckin Systems LLC. are delivered by third party sites and organizations. By using any product, service or functionality originating from the Truckin Systems LLC. domain, you hereby acknowledge and consent that Truckin Systems LLC. may share such information and data with any third party with whom Truckin Systems LLC. has a contractual relationship to provide the requested product, service or functionality on behalf of Truckin Systems LLC. users and customers.
15.ELECTRONIC COMMUNICATIONS
Using and visiting Truckin Systems LLC. website or subdomains or sending emails to Truckin Systems LLC. constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be inwriting.
This also includes SMS (Text Messages) sent to you, your Users, including Driver Users by the Truckin Systems LLC. system. Truckin Systems LLC. Upon certain functions of the system will send SMS / Text Messages to your Driver(s) mobile number. Truckin Systems LLC. is not liable for any text message charges. To manage text message alerts and notifications, please visitthe settings (https://app.truckindigital.com/company-settings) section of your account to turn off specific alerts.
Truckin Systems LLC. treats all messaging transmitted via Truckin Digital platform - regardless of use case or phone number type (e.g., long code, short code, or toll-free) - as Application-to-Person (A2P)messaging. All A2P messages originating from Truckin Digital are subject to this Messaging Policy, which covers rules and /or prohibitions regarding:
· Consent ( “opt-in”);
· Revocation of Consent (“opt-out”);
· Sender Identification;
· Messaging Usage;
· Filtering Evasion; and
· Enforcement.
This policy applies to all customers who use Truckin Digitalmessaging channels. If you provide your own end users or clients with theability to send messages through Truckin Digital, for example as an business tostaff communications, you are responsible for the messaging activity of theseusers. You must ensure that any messaging activity generated by your users is in compliance with Truckin Digital policies.
This policy applies to all customers who use Truckin Digital’s messaging channels. If you provide your own end users or clients with the ability to send messages through Truckin Digital, for example as an ISV(Independent Software Vendor), you are responsible for the messaging activity of these users. You must ensure that any messaging activity generated by your users is in compliance with Truckin Digital policies.
Consent can't be bought, sold, or exchanged. For example, youcan't obtain the consent of message recipients by purchasing a phone list fromanother party.
Aside from two exceptions noted later in this section, you need to meet each of the consent requirements listed below. If you are a software or platform provider using Truckin Digital’s platform for messaging within your application or service, you must require your customers to adhere to these same requirements when dealing with their users and customers.
Prior to sending the first message, you must obtain agreement from the message recipient to communicate with them - this is referred to as "consent", you must make clear to the individual they are agreeing to receive messages of the type you're going to send. You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow.
If you do not send an initial message to that individual withina reasonable period after receiving consent (or as set forth by localregulations or best practices), then you will need to reconfirm consent in thefirst message you send to that recipient.
The consent applies only to you, and to the specific use of the Truckin Digital platform that the recipient has consented to. You can't treat it as blanket consent allowing you to send messages from other brands or companies you may have, or additional messages about other uses or campaigns.
Proof of opt-in consent should be retained as set forth by local regulation or best practices after the end user opts out of receiving messages.
While consent is always required and the consent requirements noted above are generally the safest path, there are two scenarios where consent can be received differently.
If an individual sends a message to you, you are free to respond in an exchange with that individual. For example, if an individual texts your phone number asking for your hours of operation, you can respond directly to that individual, relaying your open hours. In such a case, the individual’s inbound message to you constitutes both consent and proof of consent. Remember that the consent is limited only to that particular conversation. Unless you obtain additional consent, don't send messages that are outside that conversation.
You may send a message to an individual where you have a prior relationship, provided that individual provided their phone number to you, and has taken some action to trigger the potential communication, and has not expressed a preference to not receive messages from you. Actions can include a button press, alert setup, appointments, or order placements. Examples of acceptable messages in these scenarios include appointment reminders, receipts, one-time passwords, order/shipping/reservation confirmations, drivers coordinating pick up locations with riders, and repair persons confirming service call times.
The message can't attempt to promote a product, convince someoneto buy something, or advocate for a social cause.
If you intend to send messages to a recipient on an ongoing basis, you should confirm the recipient’s consent by offering them a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). You must also respect the message recipient’s preferences in terms of frequency of contact. You also need to proactively ask individuals to reconfirm their consent as set forth by local regulations and best practices.
Every message you send must clearly identify you (the party that obtained the opt-in from the recipient) as the sender, except in follow-up messages of an ongoing conversation.
The initial message that you send to an individual needs toinclude the following language: “Reply STOP to unsubscribe,” or the equivalentusing another standard opt-out keyword, such as STOPALL, UNSUBSCRIBE, CANCEL,END, and QUIT.
Individuals must have the ability to revoke consent at any timeby replying with a standard opt-out keyword. When an individual opts out, youmay deliver one final message to confirm that the opt-out has been processed,but any subsequent messages are not allowed. An individual must once againprovide consent before you can send any additional messages.
The key to ensuring that messaging remains a great channel for communication and innovation is preventing abusive use of messaging platforms. That means we never allow some types of content on our platform, even if our customers get consent from recipients for that content. Truckin Digital’s Acceptable Use Policy prohibits sending any content that is illegal, harmful, unwanted, inappropriate, objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public, even if the content is permissible by law. Other prohibited uses include:
Anything that is illegal in the jurisdiction where the message recipient lives. Examples include, but are not limited to:
Cannabis. Messages related to cannabis are not allowed in the United States as federal laws prohibit its sale, even though some states have legalized it. Similarly, messages related to CBD are not permissible in the United States, as certain states prohibit its sale. Truckin Digital defines a cannabis message as any message which relates to the marketing or sale of a cannabis product, regardless of whether or not those messages explicitly contain cannabis terms, images, or links to cannabis websites.
Prescription Medication. Offers for prescription medication that cannot legally be sold over-the-counter are prohibited in the United States.
Hate speech, harassment, exploitative, abusive, or any communications that originate from a hate group.
Fraudulent messages.
Malicious content, such as malware or viruses.
Any content that is designed to intentionally evade filters .
All messages should comply with the rules applicable to the country in which the message recipient lives, which can be found in our Country-Specific Guidelines. Additionally, Truckin Digital has Country Specific Requirements for select countries, which you should review prior to sending a message to recipients in or from those countries.
If you are sending messages in any way related to alcohol, firearms, gambling, tobacco, or other adult content, then more restrictions apply. In addition to obtaining consent from every message recipient, you must ensure that no message recipient is younger than the legal age of consent based on where the recipient is located. You also must ensure that the message content complies with all applicable laws of the jurisdiction in which the message recipient is located or applicable communications industry guidelines or standards. You need to be able to provide proof that you have in place measures to ensure compliance with these restrictions.
Truckin Digital customers may not use our platform to evade TruckinDigital’s or a telecommunications provider’s unwanted messaging detection andprevention mechanisms. Examples of prohibited practices include:
Content designed to evade detection
As noted above, we do not allow content which has been specifically designed to evade detection by unwanted messaging detection and prevention mechanisms. This includes intentionally misspelled words or non-standard opt-out phrases which have been specifically created with the intent to evade these mechanisms.
Snowshoeing
We do not permit snowshoeing, which is defined as spreading similar or identical messages across many phone numbers with the intent or effect of evading unwanted messaging detection and prevention mechanisms.
When we identify a violation of these principles, where possible, we will work with customers in good faith to get them back into compliance with this policy. However, to protect the continued ability of all our customers to freely use messaging for legitimate purposes, we reserve the right to suspend or remove access to Truckin Digital’s platform for customers or customers’ end users’ that we determine are not complying with the Messaging Policy, or who are not following the law in any applicable area or applicable communications industry guidelines or standards, in some instances with limited notice in the case of serious violations of this policy.
Truckin Digital may contain bulletin board services, chat areas, news groups, bid boards, transportation communities, personal web pages, accounting data, calendars, and/or other message or communication facilities designed to enable you to communicate with the Truckin Systems LLC. network at large or with a group(collectively, “Communication Services”), you agree to use the Communication Services only to post, bid, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations. Truckin Systems LLC. has no obligation to monitor the Communication Services. However, Truckin Systems LLC. reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Truckin Systems LLC. reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Truckin Systems LLC. reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Truckin Systems LLC.’s sole discretion. Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service.
Truckin Systems LLC. does not control or endorse the content, messages or information found in any Communication Service and, therefore, Truckin Systems LLC. specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Truckin Systems LLC. spokespersons, and their views do not necessarily reflect those of Truckin Systems LLC. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
Truckin Systems LLC. requires a telematics provider integration or by entering Shipments into the system for IFTA mileage to be calculated per each state in the following reports (i) Individual Vehicle (ii.) Complete Fleet. If subscriber/customer does not have a telematics provider integrated within the Truckin Systems LLC. system, there is no way for Truckin Systems LLC. to track mileage per each state accurately. Truckin Systems LLC. has the ability to report Gallons Pumped and Diesel Amounts per each individual state but requires a Fuel Card Integration or Manual Fuel Data Input into the Truckin Systems LLC. System.
We allow a carrier to use the Truckin Systems LLC. system to send an invitation by email / SMS to their customers. Limited features on mobile apps.
Customer shall only use the Hardware while under License with Truckin Systems LLC. along in a careful and proper manner and will comply with all laws, rules, ordinances, statutes, and orders regarding the use, maintenance of storage of the Hardware. Customer shall use hardware only under the locked application information, software, and systems provided by Truckin Systems LLC. and the information available on the Truckin Systems LLC. website solely for its own internal business purposes. Customer shall train employee personnel on how to log in and use the equipment. Customer and Customer’s personnel can use equipment only in the United States, Canada and Mexico. Customer may not use the equipment for non-commercial or personal use.
Gateway License requires to be purchased and does not come standard with any hardware. Varies on hardware support. Each Gateway license provides all ongoing elements of the service, including: Real-time location and vehicle telematics Cellular data connectivity and updates.
Tablet hardware requires license to use the Tablet Lock feature. The tablet lock feature restricts users from utilizing tablet for personal use. Pricing provided on order form.
Tablet hardware requires a license to use 4G / 5G network data. Pricing provided on order form.
A gateway license is required to use telematics devices. Pricing provided on order form. This applies to all Tracking and Telematics Devices.
Freight Rates between Truckin Systems LLC. Carrier Accounts. Each customer understands and agrees that Truckin Systems LLC. will not negotiate freight rates between customers or become involved in any manner in the discussion or negotiation of prices for the transportation of freight or providing of equipment between brokers or carriers. All responsibility for the arrangement of freight rest with the respective subscriber providing the arrangement. With respect to any particular freight load, the involved subscribers are responsible for exchanging appropriate communications and entering into appropriate agreements concerning rates, payment, pickup and delivery schedules, shipper and consignee requirements, freight valuation, and all other details concerning the individual freight movements in question. Truckin Systems LLC. will not act as a communication conduit between subscribers regarding the movement of particular units or freight shipments. All disputes between subscribers shall be resolved or determined through normal business or legal procedures, without the involvement of Truckin Systems LLC. These Terms and Conditions constitute an agreement solely between Truckin Systems LLC. and the subscriber; subscriber expressly agrees that it is not entitled to any legal remedy against any other subscriber as a result of either subscriber’s entry into these Terms and Conditions.
Continued use of GPS running in the background can dramatically decrease battery life and may increase data usage costs. Truckin Systems LLC. is not responsible for any increase of data usage costs or battery life.
Standard message and data rates may apply. Truckin Systems LLC. is not liable for any messaging costs.
Truckin Systems LLC. provides free training through a remote online session in a scheduled one-hour block. On-site training is not provided at this time. Training past one-hour will be charged in 30-minute increments in the amount of$50.00. Customer is responsible to add data into the system. Truckin Systems LLC. will not import orders, drivers, owner operators or any data into the customer account, however Truckin Systems LLC. can add trucks and trailers at a reasonable cost per truck or trailer added into the system, which will be determined on customers order form. The customer is required to provide a spreadsheet of all units and its required data.
We ship most of our orders within 48 hours or anywhere 4 to 10business days depending on item availability. If we cannot ship your order within 48 hours of the order date, we will contact you by email or phone and inform you of the delay. After we have shipped the unit(s), please allow 2-6days for delivery depending on your location.
All packages that are refused, claimed but addressed wrongfully by you, unclaimed from the local post office, undelivered as addressed because you input the wrong name or address when you placed your order, will not be our responsibility.
Truckin Systems LLC. will not pay for any fees or refund your shipment due to your negligence. Shipping fees include handling and packing fees as well as postage costs. Handling fees are fixed, whereas transport fees vary according to total weight of the shipment. We advise you to group your items in one order. We cannot group two distinct orders placed separately, and shipping fees will apply to each of them. Your package will be dispatched at your own risk, but special care is taken to protect fragile objects. Boxes are amply sized, and your items are well-protected.
Shipping fees are nonrefundable.
Your use of the software is subject to Truckin Systems Service Level Agreement located on https://www.truckindigital.com/legal/service-level-agreement-sla-for-website-availability