INMOTION GLOBAL, INC.’S ASCENDTMS TERMS OF USE

 

The User’s use of the Service constitutes the User’s agreement to the following terms and conditions. If the User does not agree to InMotion Global, Inc.’s Free TMS Terms of Use (“Terms of Use”), the User should not use or access the Service. The User’s continued use or access of the Services constitutes the User’s (a) acknowledgment of the Terms of the Use; and (b) agreement to abide and be bound by the terms and conditions contained herein. IMG reserves the right to make modifications, alterations or updates to this site and these Terms of Use at any time without notice to the User. The User accepts the affirmative obligation to periodically review whether or not these Terms of Use have changed, and the User’s continued use or access of the Services constitutes the User’s (a) acknowledgment of the modifications, alterations or updates to the Terms of Use; and (b) agreement to abide and be bound by the modified, altered or updated terms and conditions contained in the Terms of Use. The most current version of the Terms can be reviewed by clicking on the “Terms of Use” link on the Sign In and Sign Up pages of the Service, as well as at the bottom of each page of the Service.

 

The Terms of Use governs the User’s use of The Free TMS website and other related services, together with its web-based interfaces (collectively referred to as the “Service”). If the User is utilizing the Service on behalf of a corporation, company, business or other legal entity, the User represents and warrants that the User has the authority to bind such entity to the Terms of Use, in which case the term “User” shall refer collectively to the individual user and such entity. Any rights not expressly granted to the User by IMG in these Terms of Use are hereby reserved.

 

1.      Use of the Service

 

The User may not access the Service if the User is a direct competitor of IMG, except with IMG's prior written consent and acknowledgment of the User’s status as a competitor. In addition, the User may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other rate, benchmarking or competitive purposes.

 

The User shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) create Internet "links" to the Service or "frame" or "mirror" any portion of the Service on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Usernames and Passwords cannot be shared or used by more than one individual User, but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

 

The User may use the Service only for the User’s internal business or personal purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

 

The account holder and account users acknowledge and agree that keeping the IMG service operational costs IMG money for servers, staff, third party services that support the service, and other operational costs. Therefore, IMG has the right to request that users of the free Basic subscription service pay for use of the service if it is deemed that the user is using the free Basic subscription service in a prohibited or unfair way. Such prohibited or unfair uses may be, but not limited to; a dispatch service, on a free Basic subscription plan, representing one or multiple carriers, or a carrier or broker with multiple free Basic accounts created in the IMG service where each account shares commonalities such the same address, same phone number(s), same ownership, or same user base. If IMG deems users to be using the free Basic service in what is determined to be an unintended, prohibited, or unfair manner, the user can be asked to immediately upgrade to a paid Premium subscription if they wish to continue using the service. Alternatively, IMG reserves the right to suspend the users account(s), at any time, if IMG determines, in its sole discretion, that the user(s) are accessing and using the service in any unintended, prohibited or unfair way.

 

2.      Intellectual Property Rights

 

Portions of the Service may be protected as the copyrights, trademarks, and other intellectual properties of IMG, its affiliates or its parent organizations, or of other parties that have licensed their material to IMG. Except as expressly set forth in the Terms of Use, nothing contained herein or in the Service shall be construed as granting to the User a license under any copyright, trademark, or other intellectual property right of IMG, its affiliates or its parent organizations, or of any third party. No logo, graphic, or image of or contained within the Service may be copied, retransmitted, or published without the express written permission of IMG. Furthermore, any comments, ideas and/or suggested features about the Service or this site that you provide to IMG, either in written or electronic form, shall be considered IMG’s proprietary and confidential information, and you hereby irrevocably transfer and assign to IMG all intellectual property rights embodied in or arising in connection with such comment, idea and/or suggested feature, and any other rights or claims that you may have with respect to any such comment, idea and/or suggested feature.

 

a.       Uploaded Logo

 

By uploading a logo or other image to the Service, the User guarantees that the User is the legal owner of the copyright for that logo or image, or has been awarded full and unrestricted rights from the copyright owner to upload, display and utilize the image for purposes of the Service. The User further attests that the logo or other image does not violate the rights of any other party and does not result in a breach of contract between the user and another party. The User agrees to indemnify and hold IMG and its subsidiaries, affiliates, officers, employees and representatives harmless from any claim, loss, demand, suit, action, proceeding, or litigation (including attorneys fees and costs) made by any third party due to or arising out of the User’s uploading to the Service of any logo or other image or from any violation of any other party’s rights caused by the use of or the content with the logo or image so uploaded.

 

The User hereby grants IMG a worldwide, nonexclusive, royalty-free license to use, reproduce, distribute, prepare derivative works of, and display the logo or other uploaded image in connection with the Service and IMG’s business, including without limitation for promoting the Service in any media format and through any media channels.

 

3.      Privacy Policy

 

The InMotion Global, Inc. Free TMS Privacy Policy (“Policy”) governs the use of information acquired from the User through the Service. InMotion Global, Inc. (“IMG”) reserves the right to change this Policy at any time. Such changes, modification, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to issuing an email to the email address listed by the registered users or posting the revised Policy on this Page. The User acknowledges and agrees that it is the User’s responsibility to maintain a valid email address as a registered user, review this site and this Policy periodically and to be aware of any modifications.

 

4.      Representations & Warranties

 

Both IMG and the User represent and warrant that each has the legal power and authority to enter into and abide by the Terms of Use. IMG represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof under normal use and circumstances. The User represents and warrants that the User has not falsely identified itself nor provided any false information to gain access to the Service.

 

IMG does not represent or warrant that the Service may be lawfully viewed or accessed outside of the United States of America. If the User accesses the Service from outside the United State of America, the User does so at the User’s own risk and the User is responsible for compliance with the laws of such jurisdiction.

 

All maps and directions presented in the Service are for informational purposes only. No representation is made or warranty is given as to their content, road conditions or route usability or expeditiousness. User assumes all risk of use. IMG, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents assume no liability or responsibility for any delay or loss resulting from the use of such map or directions.

 

5.      Indemnification

The User shall indemnify and hold IMG, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents, harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any and all claims arising from the User’s breach of the Terms of Use, and any of the User’s activities conducted in connection with the Service.

 

6.      Disclaimer of Warranties

IMG MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. IMG DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR MAINTAIN A CERTAIN PERCENTAGE OF AVAILABILITY OR “UPTIME,” (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS OR (G) ANY UPCOMING FEATURE LISTED IN THE SERVICE WILL BE IMPLEMENTED EITHER ON-TIME OR IN ANY FASHION. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

 

7.      Internet Delays

THE SERVICES MAY BE SUBJECT TO AVAILABILITY LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. IMG IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

 

8.      Limitation of Liability

USE OF THE SERVICE IS AT THE USER’S SOLE RISK. IN NO EVENT SHALL IMG ITS PARENT ORGANIZATIONS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEY’S AND/OR AGENTS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF IMG OR ITS AFFILIATES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

9.      Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

 

10.  Termination of Use

 

IMG may discontinue, suspend or modify the Service at any time with or without reason and without notice, and IMG may block, terminate or suspend any User access to the Service at any time for any reason in its sole discretion, even if it allows access to others.

User(s) may discontinue use of, and terminate, the Premium account service at any time via emailed cancellation to admin@InMotionGlobal.com. Cancellation emails MUST come from a current user with Administrative user account permissions. To verify this, the cancellation email must contain; Your organization name, your Administrative users full name, your Administrative user login ID, and your current account password. Upon us receiving the emailed cancellation, you will get a response that the cancellation was received and was processed. The user account will continue to operate without interruption until the end of the current billing cycle, at which point, the account will be cancelled and all monthly billing will end. The account will not be deleted, but will revert to the Basic account status, and access to all Premium services will cease. If the cancelled account contains more than 2 user accounts / logins, only the first 2 users registered will have access to login to the newly reverted Basic account. Cancelled accounts will receive no refunds for any other services, such as accrued Tracker Credits, Texting Credits, or any other pre-paid services that will no longer be used or can no longer be accessed when using the newly reverted Basic account status.

 

11.  Third-Party Links

 

The Service may contain links that allow the User to visit third party websites. Neither these websites nor the third-party companies to whom they belong are controlled by or otherwise affiliated with IMG. IMG makes no representations concerning the information provided or made available on such websites or the quality or acceptability of the products or services offered by any persons or entities referenced in any such third-party websites. IMG makes no representations regarding the correctness, performance or quality of any software found at any such website.

 

12.  General

The Terms of Use shall be governed by Florida law and controlling United States federal law, without regard to the choice or conflicts of law provisions, and any disputes, actions, claims or causes of action arising out of or in connection with the Terms of Use or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Tampa, Florida. Should any litigation, action or proceedings be commenced between the User and IMG concerning the Service, the Terms of Use, or their respective rights and obligations in relation to the Terms of Use, the prevailing party shall be entitled, in addition to any other relief that may be granted, to recover its attorneys’ fees and costs, whether incurred before or after commencement proceedings, and regardless of whether incurred pursuant to trial, appellate, mediation, arbitration, bankruptcy, or judgment-execution proceedings. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between the User and IMG as a result of the User’s use of the Service. The failure of IMG to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by IMG in writing. The Terms of Use comprises the entire agreement between the User and IMG and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between IMG and the User regarding the use of the Service. The Terms of Use may not be changed or modified without the written consent of IMG.

 

13.  Integration Clause

The Terms of Use contain the entire agreement between IMG and the User with respect to the Service and supersede all previous understanding and agreements by and between the User and IMG, its subsidiaries, branches, divisions, and regions with respect to the Service.

 

14.  Assignment; Change in Control

The User’s access to the Service may not be assigned by the User without the prior written approval of IMG. However, IMG may assign its rights and obligations hereunder in its sole discretion and without the User’s consent. Any actual or proposed change in control of the User that results or would result in a direct competitor of IMG directly or indirectly owning or controlling 50% or more of the User shall entitle IMG to terminate the User’s access to the Service without notice.