AXIS TMS CORP

LEGAL AND POLICIES

Updated last on June 18, 2017

COPYRIGHTS & TRADEMARKS

Copyright Notice
All contents that is made available or generated to view on the Axis TMS website(“www.axistms.com”) and/or download in connection with the Axis TMS Service(“pro.axistms.com”), including, without limitation, (“Content”) is owned by and is: Copyright (c) 2013-2017 Axis TMS Corp or formerly known as BluSystems Corp and/or its suppliers, PO Box 328 Royal Oak, MI U.S.A. and is protected by copyright laws and international treaty provisions. All rights reserved. Reproduction of any content is strictly prohibited.

Trademark Notice

The trademarks, logos, and service marks (collectively the “Trademarks”) displayed herein are registered and unregistered trademarks of BluSystems Corp, its affiliates and others. You can view trademarks owned by BluSystems Corp on LegalForce Trademarkia at this link: http://www.trademarkia.com/company-blusystems-corp-4529113-page-1-2. . Nothing contained herein should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed herein without the written permission of BluSystems Corp or such third party that may own the trademark displayed herein. Your misuse of the trademarks displayed herein, or any other content on this web site, except as provided herein, is strictly prohibited.

All other trademarks are the property of their respective owners.

Updated last on 05-29-2019

TERMS OF CONDITIONS AND USE
(Also known as the MSHSLA)

1. AGREEMENT STRUCTURE

1.1 Order Form.
Order form (each, a “Order Form”) for products (“Products”) and Services in any Order Form may be executed by Axis TMS and Company. Each Order form 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.

1.2. Attachment of the Agreement.
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.

2. TERM OF LICENSE

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 Order Form. Upon termination of the license, Company will seize usage and shall retain all its data and records before the expiration date. If company has the Enterprise Edition, it will destroy the original and all copies of the Software in whatever form they may be. In either event, Company must destroy all copies of the Software. Notwithstanding anything else to the contrary in this Agreement, none of Axis TMS’s intellectual property rights in the Software or otherwise licensed to Company under this Agreement survive expiration of the Term of this Agreement.

3. GRANT OF LICENSE – SOFTWARE

3.1        License.
In consideration of payment of licensing fees for the Software, Axis TMS 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, Axis TMS 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 Axis TMS Service (and any Axis TMS Materials provided to You) to allow You to perform Transportation Management 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 Axis TMS Service is designed to perform, subject to the following restrictions: (i) Your use of the Axis TMS Service may not be on behalf of third parties unless a separate agreement between You and Axis TMS permits use of the Axis TMS 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 Axis TMS, You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make the Axis TMS Service or the Axis TMS 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 Axis TMS Service or Axis TMS Materials (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law), or access or use the Axis TMS Service or Axis TMS Materials in order to build a similar or competitive product or service; (iv) Your use of the Axis TMS 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 (Axis TMS 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 Axis TMS Service must not cause undue strain or stress on the Axis TMS network through excessive API calls or other non-standard use; and (v) Your use of the Axis TMS Service must comply with the separate Customer Subscription Agreement posted on the Axis TMS website (www.axistms.com/legal) as updated by Axis TMS from time to time.

3.2        Title.
All title and intellectual property rights in and to the Software are owned by Axis TMS. All rights not expressly granted in the Software under this Agreement are reserved by Axis TMS.

3.3        Express Exclusion – Background Technology.
For purposes of clarification and not to alter the scope of the licensed granted by Axis TMS to Company under this Agreement, Company agrees that Axis TMS possesses right, title, or interest in various computer code, pre-existing development tools, routines, subroutines, and other programs, data, and materials that Axis TMS may include in, or provide with, the Software (“Background Technology”) and that Axis TMS 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.

3.3.1        Modifications.
Axis TMS 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.

3.4       Compliance with Downstream Rights.
Axis TMS’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 Axis TMS in connection with Company’s use of the Software.

3.5       Intellectual Property Rights.
Axis TMS shall retain all right, title and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in and to the Axis TMS Service and Axis TMS Materials (including application development, business and technical methodologies, and implementation and business processes, used by Axis TMS to develop or provide the Axis TMS Service or Axis TMS 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 Axis TMS Service or Axis TMS 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 Axis TMS Service or the Axis TMS Materials may be used by Axis TMS without restriction or obligation to You.You are granted a non-exclusive, non-transferable, revocable license to access and use Axis TMS strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Axis TMS 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 Axis TMS 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. Axis TMS 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 Axis TMS 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 Axis TMS or our licensors except as expressly authorized by these Terms.

3.6        Materials provided to Axis TMS or posted on any Axis TMS web page
Axis TMS does not claim ownership of the materials you provide to Axis TMS (including feedback and suggestions) or post, upload, input or submit to any Axis TMS Site or our associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Axis TMS, 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. Axis TMS is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Axis TMS’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.

3.7        Third Party Accounts “Add-Ons”
You will be able to connect your Axis TMS account to third party accounts. By connecting your Axis TMS 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.

3.8      Mobile Applications
The Axis TMS mobile application for Android and iOS has an End User License Agreement (EULA) located on https://www.axistms.com/pages/legal-policies


4. ACCESS TO SOFTWARE

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 Axis TMS is not responsible for third party access to your account that results from theft or misappropriation of your account. Axis TMS 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://pro.axistms.com

Company cannot run multiple instances of the Axis TMS product on the same server/same host ID if using the Enterprise Edition.(a). The Software may be accessed by Internal Employee Users(b). Company shall take all reasonable actions to prohibit unauthorized access or use of the Software caused by Company’s actions or inactions.

5. SUPPORT AND MAINTENANCE SERVICES

5.1 General      
At Axis TMS’s discretion, which may include the imposition of fees, Axis TMS may provide Company with support services related to software. Support hours are 9am to 5pm Monday to Friday. All US holidays will have no support available for day of the holiday. Enterprise Support varies on plan purchased. The support hours will be listed on the order form for Enterprise Orders.

5.2 Maintenance Services
Based on Type of License Ordered.

5.3 License Designated as Subscription.
For Axis TMS 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 Axis TMS.

6. RESTRICTIONS

6.1 General
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.

6.2 Restrictions.          
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 Axis TMS Technology to any other third party, and specifically agrees not to (a) provide usage of any Axis TMS Technology to any thirdparties; (b) generate income from any third parties’ use of any Axis TMS 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 Axis TMS Technology pursuant to a License for the samepurposes that the Company may access and use such Axis TMS Technology, (ii) an Authorized Contractor may access and use Axis TMS 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 CompanyLocation, 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 Axis TMS 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 Axis TMS 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 Axis TMS 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 Axis TMS 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 Axis TMS Technology, or any other Axis TMS 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, Axis TMS and its suppliers may use, sell, assign, transfer and license copies of, and rights relating to, any Axis TMS Technology to any and all third parties free from any claim whatsoever on the part of Company.

6.3        Additional Restrictions.            
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 Axis TMS Service. Any replication or use of any aspect of the Front End Code or other Axis TMS application or Services for any purpose designed or intended to compete with Axis TMS solutions is strictly prohibited.

7. EXPORT RESTRICTIONS

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.

8. INTEGRATION OF THIRD PARTY SOFTWARE INTO AXIS TMS PLATFORM

We do not guarantee any third-party integration and require an integration form to be filled out with a signed approval from Axis TMS 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.To learn about the fees, please visit our billing policy by visiting this link: https://www.axistms.com/pages/legal-policies

Please request an integration type and integration form by emailing integrations@axistms.com

9. RELATIONSHIP OF THE PARTIES AND SERVICES

9.1 General
Axis TMS 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”).

9.2 Company Covenants.        
Company hereby agrees that it shall make the following available to Axis TMS when and as requested by Axis TMS. All necessary, accurate and reliable information, data files, documents and other records and access to Company personnel reasonably request by Axis TMS to perform the obligations described in the Statement of Work.

9.3 Independent Contractors.
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.

9.4 Subcontracting. Axis TMS shall have the right to engage subcontractors to perform Consulting Services.

10. CONFIDENTIAL INFORMATION

10.1 Confidential Information.    
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 confidential under the circumstances; (c) the terms of this Agreement; and (d) any compilation or summary of information or data that is itself confidential.

10.2 Obligations.  
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.

10.3 Exceptions.    
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.

10.4 Privacy and Security.      
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.

11. DEFINITION OF LOSS AND LOSSES.

11.1 “Loss” or “Losses
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 propertydamage 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.

11.2 Exceptions
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 Axis TMS 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 Axis TMS has been advised of the possibility of any of the foregoing, arising out ofor in connection with the Services. By way of example and not limitation, Axis TMS shall not be liable for personal injury or property damage.

12. REPRESENTATIONS AND WARRANTIES

12.1 General Representations.    
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 here under.

12.2 Axis TMS Representations and Warranties.    
Axis TMS warrants for a period of one year from the date of shipment or download notification by Axis TMS to Company, Axis TMS’s reseller, and/or the reseller’s companies, as applicable, that the Software, in its unmodified form as initially delivered, will perform in all material respects in accordance with Axis TMS’s published specifications. Axis TMS’s sole obligation and liability shall be to replace or repair, at Axis TMS’s option, the Software found to be defective and subject to this warranty so that it will perform in material conformance with the applicable published specifications.

EXCEPT AS OTHERWISE PROVIDED, AXIS TMS AND EACH SUPPLIER OF ASSOCIATED SOFTWARE AND SOFTWARE COMPONENTS INCLUDED IN THE AXIS TMS SOLUTION DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED) INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, QUALITY PERFORMANCE, AND FITNESS FOR USE, OR FOR A PARTICULAR PURPOSE. AXIS TMS DOES NOT WARRANT THAT THE SOFTWAREWILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. SOME STATES PROHIBIT EXCLUSION OR LIMITATION OF DAMAGES FOR CONSUMER PRODUCTS. IF COMPANY’S PRINCIPAL PLACE OF BUSINESS IS LOCATED IN ONE OF THESE STATES, THESE LIMITATIONS MAY NOT APPLY TO COMPANY. THIS WARRANTYPROVIDES COMPANY WITH SPECIFIC LEGAL RIGHTS, AND COMPANY MAY HAVE OTHERS DEPENDING ON THE STATE IN WHICH COMPANY’S PRINCIPAL PLACE OF BUSINESS IS LOCATED.

12.3. Limitation of Liability.  
IN NO EVENT SHALL AXIS TMS, ITS SUPPLIERS, OR ITS PARTNERS BE LIABLE TO COMPANY FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF BUSINESS, REVENUE, SAVINGS, PROFITS, USE, DATA, GOODWILL, OR ANY OTHER DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, PRODUCT LIABILITY, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, INABILITY TO USE, UNAUTHORIZED ACCESS, LOSS OF DATA, INCLUDING BUT NOT LIMITED TO, COMPANY DATA, OR PERFORMANCE OF THE SOFTWARE OR ANY AXIS TMS PRODUCT EVEN IF AXIS TMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR OTHER CLAIMS.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, AXIS TMS’S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, PRODUCT LIABILITY, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY WILL NOT EXCEED THE GREATER OF $1.00 OR THEFEES PAID BY COMPANY FOR THE APPLICABLE SOFTWARE.The limitations and exclusions of Axis TMS’s liability described in this section also apply to any third-party supplier of materials supplied to Licensee and included in the Axis TMS 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.

13. Termination, Cancellation, Refunds
You may cancel your account at any time. Your account may differ from other suites of add-on’s of the Axis TMS 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 Axis TMS 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 90 days shall be entitled to request its data from Axis TMS, the customer may not alter or input changes to that data. The data request is on request only, the account wil be disabled from login unless requested to access its data, this period shall last for 12 hours maximum per request. After 90 days following the effective cancellation of a customer’s cancellation date, Axis TMS has the right to purge all of the customer’s data from the Axis TMS system. All customers must comply with the Axis TMS billing policy posted on the Axis TMS website (“ https://www.axistms.com/pages/legal-policies”) 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 management@axistms.com with any questions.

14. GENERAL

14.1 Billing Policy
The billing policy shall be incorporated by reference into, subject to and made a part of, this MSHSLA. This will be executed by Company and Axis TMS.

14.2 Entire Agreement.        
There are no other agreements, representations, warranties, or conditions other than those contained herein. No change, modification, or alteration of this agreement shall be effective unless in writing and signed by the parties.

14.3 Assignment.
This Agreement may not be assigned by Axis TMS 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 Axis TMS 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 Axis TMS 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.

14.4 Copyright
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 is transferred to Company. Company further acknowledges that title and full ownership rights to the Software will remain the exclusive property of Axis TMS 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.

14.5 Force Majeure
If Axis TMS 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 Axis TMS shall be excused from further performance or observance of the obligation so affected for as long as such circumstances shall prevail.

14.6 Use of Company’s Name
Company agrees that Axis TMS 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, as a company of Axis TMS.

14.7 Waiver
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.

14.8 Severability
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 by law.

14.9 Integration and Amendment
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 Axis TMS.

14.10 Indemnification
Axis TMS 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 Axis TMS product under this Agreement infringes on any patent, copyright, trademark, trade secret or other proprietary right of a third party, provided Company gives Axis TMS prompt written notice of such suits, permits Axis TMS to control the defense thereof and cooperates with Axis TMS in its defense efforts.

14.11 Legal Fees
In the event Axis TMS shall enforce any part of this Agreement through legal proceedings, Company agrees to pay to Axis TMS any costs and attorneys’ fees reasonably incurred by Axis TMS in connection therewith. Any amount not timely paid by Company to Axis TMS 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.

14.12 Miscellaneous
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.

14.13 Governing Law and Venue; Cumulative Remedies
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.

14.14 Dispute Resolution.
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.

14.15 Notices
Any notice required or permitted to be given under this Agreement must be in writing 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:

Attn: Management
Axis TMS Corp
PO BOX 328
ROYAL OAK, MI 48067


14.16 Headings, Recitals and Attachments
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 may be 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.

14.17 Survival
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.

14.18 Links to Third Party Sites
Axis TMS may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Axis TMS and Axis TMS 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. Axis TMS is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Axis TMS of the site or any association with its operators.Certain services made available via Axis TMS are delivered by third party sites and organizations. By using any product, service or functionality originating from the Axis TMS domain, you hereby acknowledge and consent that Axis TMS may share such information and data with any third party with whom Axis TMS has a contractual relationship to provide the requested product, service or functionality on behalf of Axis TMS users and customers.

15. ELECTRONIC COMMUNICATIONS

Using and visiting Axis TMS website or subdomains or sending emails to Axis TMS 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 in writing. This also includes SMS (Text Messages) sent to your Drivers by the Axis TMS system. Axis TMS will send SMS / Text Messages to your Driver(s) mobile number. Axis TMS is not liable for any text message charges.

16. USE OF COMMUNICATION SERVICES

The Site 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 Axis TMS 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.Axis TMS has no obligation to monitor the Communication Services. However, Axis TMS reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Axis TMS reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.Axis TMS 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 Axis TMS’s sole discretion.Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Axis TMS does not control or endorse the content, messages or information found in any Communication Service and, therefore, Axis TMS 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 Axis TMS spokespersons, and their views do not necessarily reflect those of Axis TMS.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.

17. IFTA MILEAGE
Axis TMS requires an Telematics provider integration 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 Axis TMS system, there is no way for Axis TMS to track mileage per each state accurately. Axis TMS 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 Axis TMS System.

18. TRACK AND TRACE
Track and Trace is an add-on that allows Carriers that use the Axis TMS Pro system to send an invitation by email / SMS to their customers. This service allows Carrier Customers to track orders, download invoices and create orders via Web Portal and Mobile Apps. Limited features on mobile apps. This add-on is for an additional cost.

19. HARDWARE

19.1
Hardware Usage
Customer shall only use the Hardware while under License with Axis TMS 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 Axis TMS and the information available on the Axis TMS 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.

19.2 Gateway Licenses
Gateway License requires to be purchased on the Order Form 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 iii. Axis TMS Driver App (Locked & only applies to Tablets)WiFi Hotspot connectivity (Excludes Tablets and OCC ELD devices, only ELD devices WiFI Hotspot)Over-the-air software feature upgrades must select “Update” from menu of app.Maintenance and Support

19.3 Tablet App Lock
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.

19.4 Tablet Network
Tablet hardware requires a license to use 4G / 3G network data. Pricing provided on order form.

19.5 Telematics, Tracking and ELD's
A gateway license is required to use telematics devices. Pricing provided on order form. This applies to all Tracking and Telematics Devices.

20. FREIGHT RATES, ARRANGEMENTS AND RELATIONSHIP

Freight Rates between Axis TMS Carrier Accounts. Each customer understands and agrees that Axis TMS 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. Axis TMS 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 Axis TMS. These Terms and Conditions constitute an agreement solely between Axis TMS 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.

21. DATA USAGE OF MOBILE APPLICATIONS (ANDROID AND IOS)

Continued use of GPS running in the background can dramatically decrease battery life and may increase data usage costs. Axis TMS is not responsible for any increase of data usage costs or battery life.

22. SMS USAGE

Standard message and data rates may apply. Axis TMS is not liable for any messaging costs. Axis TMS will send SMS to your driver’s mobile phone number if the Yes option is selected in the Driver Profile. Text messages will consist of Order Assignments and Address Data each time you submit an order.

 23. FIRST-TIME SETUPAND TRAINING

Axis TMS 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 15-minute increments in the amount of $50.00. Customer is responsible to adddata into the system. Axis TMS will not import orders, drivers, owner operators or any data into the customer account, however Axis TMS 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.

Updated last on December 4, 2018

BILLING POLICY

1. BILLING POLICY STRUCTURE

A. Order Form
Order form (each, a “Order Form”) for products (“Products”) and Services in any Order Form may be executed by Axis TMS and Company. Each Order form 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 MSSLA.

B. Attachment of the Billing Policy
Any and all additional Order Forms relating to this Billing Policy shall be incorporated by reference into, subject to, and made a part of the MSSLA. Defined terms contained in any Order Form without definition shall have the meanings ascribed to them in this Billing Policy.

2. USE OF LICENSE

Usage of Axis TMS products, mobile app, hardware and services constitute customer’s acceptance of the Axis TMS billing policy, and all customers must comply with this billing policy.

2.1  Unless otherwise agreed in writing,all accounts are set up on a prepaid basis, and payment must be received by Axis TMS before any billable product or service is provided or activated.

2.2  License billing is based on fleet size, License add-ons, and License base services. However, certain fees may be usage-basing such as overage on leased equipment network service limits. These services are priced on your order form.

2.3  Customers are responsible for keeping all credit/debit card details and contact information current. This can be done online through the billing portal or by giving us a call at 855 3396599. To access the billing portal, log into your account and click billing from the menu.

Payment receipts are available to customers upon request or in the customer’s email inbox.

3. INCREASE / DECREASE IN TRUCK COUNT

3.1
All truck count fees will be charged automatically on increase of truck count.

3.2 Increase in truck count will result in full price month to month license regardless of license term. Customer has option to request truck increases at longer license term as on order form and must pay up-front.

3.3 Decrease in truck count is only accepted on month to month license term. Axis TMS will not refund any truck count decreases under any circumstance. To decrease in truck count charges, customer must set the truck(s) it wishes to decrease to “Inactive” status and then call or email the billing department about the count decrease request. To contact the billing department, please call  855-339-6599 ext 3 or send an email to accounting@axistms.com.

4. RECURRING BILLING

You authorize Axis TMS Corp to charge your billing method on file for License fees as per the order form license term agreed upon expiration of term.All recurring licenses are automatically invoiced and charged to the credit/debit card on file.Axis TMS licenses renew every 30 days unless a longer term is purchased.  All service and license fees are non-refundable. In the event of cancellation, Axis TMS will not prorate any portion of unused service fees and amounts due to Axis TMS must be paid in full.Invoices are generated, and payments are collected at the beginning of each billing period. Customer billing periods typically begin on the day of the month in which the customer purchased the Axis TMS license. In the event of cancellation, customers will still have access to the Axis TMS system through the end of their final billing period. Customers will have the option to review or download data from their Axis TMS system up to 90 days after cancellation; after 90 days all data will be deleted. Axis TMS will not prorate any portion of unused license services. All license fees are nonrefundable and leased equipment must be returned. Please refer to Equipment Lease Billing Policy that was signed upon leasing equipment at checkout.

5. MOBILE APPLICATIONS

5.1      
Axis TMS Driver for iOS and Google Play is free to download and but must have anactive Axis TMS Pro license to use.

5.2      
Axis TMS Track and Trace is free to download but must have the Track and Trace add-on license purchased to be used.

5.3      
Axis TMS Enterprise Branded – Will appear as your name of choice, however limited to availability on the IOS App Store and Android Google Play Store.

5.4      
Axis TMS Dispatch App is a free to download but must have the Dispatch App User License purchased per each user who wishes to login and use the app.


6. BILLING CYCLE AND GENERAL TERMS

All credit/debit cards are automatically charged on a recurring basis on the customer’s specific billing cycle date which is 30 days from activation of license unless a specific license term is selected that is not month to month. The account will be auto-debited with 3 attempts prior to account going into past due. All past due accounts may be assessed a late fee. In the event any payment is 15 days past due to the account may be disabled until balances are paid in full. When disabled, all access will be suspended, and data will be unavailable.

7. FEES

Late Fee:
Axis TMS may assess a $30.00 late fee for any payment that is 1 days past due.

Charge-backs: If a customer initiates a charge-back, Axis TMS may assess a $50.00 processing fee for each individual charge-back. Returned Checks: Axis TMS may assess a $50.00 processing fee on each returned check.Collections Fee: In the event, an account is submitted to a third-party collections service, a $35.00 processing fee may be assessed to the existing account balance. The fee is in addition to any other fees previously assessed on the account.Failing to return Leased equipment: There is a $250.00 fee for each leased equipment failed to be returned. Nevertheless, if a vehicle is repossessed, stolen or damaged and leased equipment remains in the vehicle, the Customer obligations under the Lease Billing Policy continue.Data Fees using Locked 4G LTE Tablet Equipment: 4G LTE data usage above 500MB of data per month will result in a $15.00 fee per every 500MB exceeded. You will be billed separately for overage charges.

8. CANCELLATIONS

8.1 Refunds due to cancellation

You may cancel your license at any time, however, there are no refunds on licenses for term(s) purchased on your order form. You can cancel service by giving the billing department a call at 855 339 6599. Any cancellation here-under shall not operate to relieve the customer of any financial or other obligations in these terms or otherwise.If the license was canceled by the customer without any billing delinquency, the customer for a subsequent period of 90 days shall be entitled to have access of its data by requesting it from supportnow@axistms.com ; Data will be available for access for only 24 hours and will then be restricted.

8.2 Post Cancellation
After 90 days following the effective cancellation of a customer’s cancellation date, Axis TMS has the right to purge all of the customer’s data from the Axis TMS system.

8.3 Cancellation Requirements
Customer must request a cancellation form in order to deactivate their account. A form can be provided to the customer by sending an email request to accounting@axistms.com or calling 855-339-6599. This form is required to cancel your account. Customer must deactivate account 30 days prior to next bill date.

9. PAST DUE STATUS

All customer accounts which become past due have 15 days to pay past due balances and go into good standing. If the customer does not place the account in good standing by the 15th day, the account will be locked out until the account has been brought to good standing. After 15 days account will enter the delinquency process. Please refer to clause “Customer Cancellation due to Delinquency”.

10. CANCELLATION DUE TO DELINQUENCY

If no payment was made after 15 days from due date of the bill, the customer account will become past due. On the 16th day the account will be suspended for 45 days until the account is made current. At this time all access will be suspended, and data will be unavailable until the account is made current.After 60 days, the account will become canceled for 30 days. Customer data will be stored up to 30 days post-cancellation; Once canceled the customer will not be able to recover any files until the account is made current. At this time all access will be suspended, and data will be unavailable until the account is made current.After 90 days, the account will no longer be available, and all data will be deleted. Account record and the delinquent balance will be submitted to a third-party collection service.

11. HARDWARE / EQUIPMENT LEASE

Customer must adhere to the terms and conditions set forth in the equipment lease Billing Policy. The lease Billing Policy will constitute its own terms.

12. PAYMENT METHODS

Axis TMS accepts payments via credit/debit card. All payments over $1500 may be required to use ACH payment method.

13. ADD-ONS

All add-on's are sold separately and require a valid license term.

13.1 Track and Trace Add-On
Axis TMS Corp will charge my credit card on file with Axis TMS for Axis TMS Track and Trace services at $1.00 per order tracked. You will be charged $60.00 up front to hold your balance. Axis TMS will recharge balance for services once $60.00 balance is exhausted. Each order will deduct $1.00 from your balance on file. Axis TMS Corp will automatically recharge your card at $60.00 unless cancelled. To cancel renewal please call 855-339-6599. You accept these terms by clicking the Generate PIN button from each order. There are no refunds for this service if credits on file are not used.

13.2 Billing, Payroll, IFTA and Additional Add-on's
Each add-on require's a license. License terms and pricing vary by order form.

13.3 IFTA Add-on
IFTA add-on requires fuel card and telematics integration with a Axis TMS IFTA License Add-on per truck.

14. INTEGRATIONS
Integration costs vary from integration type. All integrations are non-refundable and do not have guarantee of completion time. We have the exclusive right to deny any integration.  In general, our basic integration pricing is shown below on point 14.1, 14.2, 14.3

14.1 EDI Types
$2,250.00 (204,210,214,990 additional fees may be incurred for extra EDI doc type.)

14.2 API Types  
$1,650.00 per API from third party.

14.3 Other or Custom Types
Pricing varies per SOW agreement (Statement of Work).

14.4 Requesting an Integration.
Each integration requires an integration form to be filled out. To receive the form, please request it from integrations@axistms.com

15. REFUNDS AND BILLING DISPUTES

15.1 License / Service Fee Returns
License and service fees are nonrefundable.

15.2 Hardware Returns.
All hardware can be returned within 14 days from purchase date for a refund or exchange. If for any reason you are not satisfied with your item after the 14-day return period, there are no refunds for purchased hardware, but it is allowed for a manufacturer replacement/repair while under manufacturer’s warranty. Customer must pay all shipping costs. It is of the Customer or Customer’s agent to inspect the Equipment and acknowledge that the Equipment is in good and acceptable condition.We do not allow returns for water damage, we do not provide replacements for lost or stolen devices. The following conditions must be met to allow a 14-day money back guarantee:Items do not have water damage and must not be tampered with any internal components.Items must have all associated box and supplies attached to it, as when first received.

15.3 Disputes

Each Axis TMS customer agrees to provide Axis TMS 30 days to attempt settlement of any billing dispute before disputing with any third-party credit/debit card company or bank. Should Axis TMS receive a chargeback from a third-party credit/debit card company or bank on the customer’s behalf before Axis TMS has been given a chance to resolve the issue, Axis TMS has the right to charge the customer for its time spent in resolving such disputes and any associated fees incurred by Axis TMS, in addition to the $50 chargeback fee mentioned above. Regardless of the outcome of the chargeback, Axis TMS retains the right to collect on any Services or fees that are due. Axis TMS may submit any disputed amounts to a collection agency. Once a chargeback has been received, Axis TMS has the right to suspend the account until the matter is resolved.

Updated last on December 4, 2018

PRIVACY POLICY

Protecting your private information is our priority. This Statement of Privacy applies to the www.axistms.com and Axis TMS Corp formerly known as BluSystems Corp (“Axis TMS”) and governs data collection and usage.

For the purposes of this Privacy Policy, unless otherwise noted, all references to BluSystems Corp DBA (doing business as) Axis TMS include www.axistms.com, pro.axistms.com, Axis TMS, Axis TMS System.

The Axis TMS website is a Transportation Management System site. By using the Axis TMS website, you consent to the data practices described in this statement.

Collection of your Information

Axis TMS may collect personally identifiable information, such as your name or business name. If you purchase Axis TMS’s products and services, we collect billing and credit card information. This information is used to complete the purchase transaction. We may gather additional personal or non-personal information in the future.Information about your computer hardware and software may be automatically collected by Axis TMS.

This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the Axis TMS website.Please keep in mind that if you directly disclose personally identifiable information or personally sensitive data through Axis TMS’s public message boards, this information may be collected and used by others.

Axis TMS encourages you to review the privacy statements of websites you choose to link to from Axis TMS so that you can understand how those websites collect, use and share your information. Axis TMS is not responsible for the privacy statements or other content on websites outside of the Axis TMS website.

Use of your Information

Axis TMS collects and uses your personal information to operate its website(s) and deliver the services you have requested.Axis TMS may also use your personally identifiable information to inform you of other products or services available from Axis TMS and its affiliates. Axis TMS may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered.Axis TMS may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is transferred to the third party. Axis TMS may share data with trusted partners to help perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to Axis TMS, and they are required to maintain the confidentiality of your information.

Axis TMS may keep track of the websites and pages our users visit within Axis TMS, in order to determine what Axis TMS services are the most popular. This data is used to deliver customized content and advertising within Axis TMS to customers whose behavior indicates that they are interested in a particular subject area.

Axis TMS will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Axis TMS or the site; (b) protect and defend the rights or property of Axis TMS; and, (c) act under exigent circumstances to protect the personal safety of users of Axis TMS, or the public.

Use of Cookies

The Axis TMS website may use “cookies” to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize Axis TMS pages, or register with Axis TMS site or services, a cookie helps Axis TMS to recall your specific information on subsequent visits.

This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same Axis TMS website, the information you previously provided can be retrieved, so you can easily use the Axis TMS features that you customized.You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Axis TMS services or websites you visit.

Security of your Personal Information

Axis TMS secures your personal information from unauthorized access, use or disclosure. When personal information (such as a credit card number) is transmitted to other websites, it is protected through the use of encryption, such as the Secure Sockets Layer (SSL) protocol.Truck Availability and Sharing Fleet Data

Axis TMS will broadcast your truck availability to third parties such as brokers or shippers in effort to help cover the truck type with an potential order. This can be managed on or off in the add-on modules “truck availability” module. You also understand that you have the ability to share your fleet data if you are partnered with another AXIS TMS PRO account through the Partner Connect feature.

Opt-Out & Unsubscribe

We respect your privacy and give you an opportunity to opt-out of receiving announcements of certain information. Users may opt-out of receiving any or all communications from Axis TMS by contacting us here:

– Email: supportnowaxistms.com
– Phone: 855.339.6599

Changes to this Statement

Axis TMS will occasionally update this Statement of Privacy to reflect company and customer feedback. Axis TMS encourages you to periodically review this Statement to be informed of how Axis TMS is protecting your information.

Contact Information

Axis TMS welcomes your questions or comments regarding this Statement of Privacy. If you believe that Axis TMS has not adhered to this Statement, please contact Axis TMS at:

Axis TMS
PO Box 328
Royal Oak, Michigan 48068
Email Address: mgmt@axistms.com
Telephone number: 855.339.6599

Updated last on December 4, 2018

SHIPPING POLICY

We ship most of our orders within 48 hours or anywhere 4 to 10 business days depending on item availability. If we can’t 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 2-6 days 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.

Axis TMS 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 non refundable.

Updated last on December 4, 2018

END USER LICENSE AGREEMENT (EULA) FOR MOBILE APPS

This End User License Agreement for Mobile Apps (this “Agreement”) is a legally binding agreement between the subscriber purchaser and/or end user (“You”), and Axis TMS Corp formely known as BluSystems Corp (“Axis TMS”), a Michigan corporation.

By clicking “install” prior to download of the Axis TMS and Axis TMS Lite mobile application (the “Software”) on your mobile phone or mobile tablet, You acknowledge that You have read, understood and agree to the terms and conditions of this Agreement with Axis TMS. If you are unwilling to accept the terms and conditions of this Agreement, You may not use the Software.

You are restricted from using the Axis TMS for personal or non-commercial use. Your use of the Software is also subject to Axis TMS’s separate terms of use policy located on the Axis TMS legal page (www.axistms.com/pages/legal-policies), including specifically the provisions relating to billing and terms conditions of use.

Billing

Axis TMS mobile applications for iOS and Google Play requires Axis TMS license. All charges will apply via the Axis TMS System.All billing  of subscribers is subject to Axis TMS’s billing policy located on (https://axistms.com/pages/legal-policies)

License

Axis TMS hereby grants You a non-exclusive, non-transferable license, subject to the terms of this Agreement, to use the Software (in machine readable code only) and any related documentation that accompanies the Software, solely in connection with permitted cellular or wireless devices and solely for the purpose of sending data processed by the Software to Your separate Axis TMS license account. Unless earlier terminated pursuant to Section 8 below, this license is granted for the term of your license to the relevant Axis TMS service.

Any services that Axis TMS may provide that are ancillary to the Software may be modified or terminated pursuant to separate licenses or other terms of use that pertain to such services. Axis TMS retains all right, title, and interest in and to the Software and the intellectual property rights contained therein and within the Documentation.This Agreement provides for the use of the Software by You and, if You are a business, Your authorized employees who are also authorized to access and use Your Axis TMS account.

Restrictions

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.) Axis TMS subscriber account where employees will be able to view details relating to your location using Axis TMS subscriber account on the Axis TMS website (www.axistms.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 Axis TMS 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 Axis TMS’s copyrighted material, confidential information, trade secrets, and other proprietary material. When and if applicable, You must reproduce the Axis TMS 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 Axis TMS 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 Axis TMS. Except to the extent permitted by applicable law, You agree not to make copies of the Documentation without prior written permission of Axis TMS. You may not redistribute copies of the Documentation without the prior written permission of Axis TMS.

Axis TMS may, but is not obligated to, provide You with enhancements or updates to the Software. Axis TMS may furnish the Software and any on-line help files to You electronically.

Tracking

You understand that when turning tracking feature on the following transmissions are being made:Vehicle may be tracked on an interval basis;The Axis TMS subscriber employees will be able to view details relating to Vehicle(s) using the Axis TMS software; and the Axis TMS subscriber will be able to produce historical reporting of Vehicle(s)You acknowledge that for quality control, security reasons and training, telephone calls between Axis TMS and the Axis TMS subscriber and/or its employees may be recorded.You consents to Axis TMS mobile app tracking and tracing the location, time and speed of your vehicle via the TD for the purposes of the conducting business shipment updates.The tracking data should only be produced on business / working conditions and is prohibited for private / personal use.You are responsible in turning off tracking on your personal / private time.

Axis TMS reserves the right to use and to allow third parties to use anonymised location, time, speed and other information obtained from Vehicles for traffic information, journey data analysis, mapping, fleet bench-marking or other related purposes.

Limited Warranty for the Software

The following limited warranty extends only to You as the original licensee and is effective for a period of ninety (90) days from the date of delivery (the “Limited Warranty Period”) as evidenced by a copy of the confirmation of purchase and download. Axis TMS warrants that, during the Limited Warranty Period, that the Software in the form delivered by Axis TMS will perform in all material respects in accordance with the Documentation. You must report all defects with a proof of purchase within such period to be eligible for warranty service. There is no warranty after the expiration of the Limited Warranty Period. In the event the Software breaches this warranty, Axis TMS will within 30 days of receipt of Your warranty notice, at its sole option and cost, either correct the deficiencies, replace the Software, or refund the fee paid by You for the Software. THE FOREGOING STATES AXIS TMS’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR AXIS TMS’S BREACH OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, AXIS TMS DISCLAIMS ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS, TITLE AND NON-INFRINGEMENT. AXIS TMS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR BUGS.

Limitation of Liability

EXCEPT FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, SHALL AXIS TMS OR ITS SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING DAMAGES FOR LOSS OF PROFITS, DATA OR INFORMATION, BUSINESS INTERRUPTION AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, EVEN IF AXIS TMS OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS in no event shall Axis TMS’s total liability to You for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount actually paid by You for the Software.

Assignment


This Agreement may not be assigned, sub-licensed or otherwise transferred by You without Axis TMS’s prior written consent.

U.S. Government Restricted Rights.

The Software and the Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the US Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Axis TMS

Export Controls

You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was purchased. In particular, but without limitation, the Software may not be exported or re-exported (a) into any US embargoed countries or (b) to anyone on the US Treasury Department’s list of Specially Designated Nationals or the US Department of Commerce Denied Person’s List or Entity List. By using the Software, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Software and/or Documentation for any purposes prohibited by applicable law.

Termination

This Agreement may be terminated immediately by either party in the event of a breach of a material term by the other party that is not cured within thirty (30) days of written notice of the default. If this Agreement is terminated, You and any permitted users will immediately discontinue use of the Software and promptly delete all copies of the Software and Documentation from all devices and systems within Your possession or control. You may also terminate this Agreement at any time by destroying all such copies of the Software and the Documentation. The provisions of Sections 3, 4 and 6, as well as Licensee’s obligations to pay the agreed upon charges and fees for the Software, shall survive the termination of this Agreement.

General

The person accepting this Agreement on Your behalf hereby acknowledges that he/she is authorized to do so and has read and understands it. This Agreement represents the only statement of the terms relative to this Agreement between the parties and supersedes any previous agreements or representations. To the extent that it pertains to the Software, this Agreement may only be amended in writing, and must be executed by both parties. AXIS TMS IS NOT BOUND BY ANY PROVISION OF YOUR PURCHASE ORDER OR ORDER FORM, UNLESS AXIS TMS SPECIFICALLY AGREES TO SUCH PROVISION IN WRITING. If any section of this Agreement is held to be unenforceable for any reason, the section shall be reformed only to the extent necessary to make it enforceable. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

Governing Law

This Agreement shall be governed by the laws of the United States and the State of Michigan, without regard for its conflicts of laws rules. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded