Terms and Conditions

Thank you for selecting the Services offered by Transportation Applied Intelligence Software, LLC (dba Tai Software) and/or its subsidiaries and affiliates (referred to as “Tai”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you, as an individual user or as a certified Agent for your company (“Company”, “Customer”) and Tai. By accepting electronically (for example, by clicking “I Agree”), installing, accessing or using the Services, you agree to these terms.

If you or your users do not agree to this Agreement, then you may not use the Services.

1. AGREEMENT

This Agreement describes the terms governing your use of the Tai online services, including content, updates and new releases (collectively, the “Services”). It includes by reference:

●        Tai’ Privacy Statement is provided to you in the Services available on the website or provided to you otherwise.

●        Additional Terms and Conditions, which may include those from third parties.

●        Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Tai. Tai reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Tai grants to you a commercial, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

●        Provide access to or give any part of the Services to any third party.

●        Modify, copy, deconstruct, sell, trade or resell the Services.

●        Make the Services available on any file-sharing or application hosting service.

3. SUBSCRIPTION.

The Services are licensed on a yearly subscription basis. The pricing applied will be based on a separate signed agreement or as published on the Tai site.

1.       Transaction Counting – A TMS Shipment Transaction (TMSFreightBooking) is counted the moment a shipment is in an active status. That means ANYTIME a shipment is in a status other than ‘Request For Quote’, ‘OrderReceived’, ‘Booked’, ‘Committed’ or ‘Canceled’ a transaction will be billed.

2.       Auto-Renewal: After the initial term, the agreement will auto-renew in perpetuity upon initial expiration date. Upon each renewal date, the subscription fee and transaction fees will be adjusted in accordance with terms and conditions for those services.

3.       Pricing adjustments of 5% will be applied to all agreements unless otherwise specified. This adjustment will be applied annually on either the calendar year or on the month the agreement was signed.

4.       Termination by User: User may notify Tai to cancel the subscription at least sixty (60) days prior to the beginning of each Renewal Term by submitting, in writing, the intent to discontinue the subscription.

5.       Termination by Tai: Your rights to use the Services may be terminated by Tai immediately and without notice, if Tai is unable to debit your or its agent’s automated payment method in accordance with this Agreement.

6.       Transfer of Agreement. The agreement can be transferred to another person or entity only if such a license has not been activated. Once validated and a company is created, the Services will not work by another entity. Even if you stop using the Services, Tai has fulfilled your subscription term.  

4. PAYMENT

For Services offered on a payment or subscription basis, the following terms apply unless Tai or its third-party affiliates notify you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

1.       Payments will be made online and will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information unless stated otherwise in the program ordering or payment terms on the website for the Services.

2.       You must pay with one of the following:

1. A valid credit card acceptable to Tai;
2. A valid debit card acceptable to Tai;
3. A valid ACH bank transfer (eCheck) acceptable to Tai;
4. By another payment option, Tai provides to you in writing;
5. Any other payment method is subject to a 15% processing fee.

3.       If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services immediately.

4.       If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

5.       Payment for one-time fees are due with the signed agreement. Recurring payments and fees will begin on the effective date of the agreement unless otherwise specified.

5. CONFIDENTIALITY AND PRIVACY

You can view Tai’s Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Tai Privacy Statement and any changes published by Tai. You agree that Tai may use and maintain your data according to the Tai Privacy Statement as part of the Services. You give Tai permission to combine non-identifiable information you enter or upload for the Services with that of other users of the Services and/or other Tai services. For example, this means that Tai may use your and other users’ non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. Tai is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

Tai and Customer acknowledge that this Agreement creates a confidential relationship between Customer, Customer’s Customers, and Tai. That confidential relationship is the basis on which both parties have disclosed and may in the future disclose commercially valuable, proprietary, confidential information pertaining to the Software provided under this Agreement and potentially some of such information that both parties hold as a trade secret. The Software (including, but not limited to the existence and development status of the Software, the functionality of the Software, the appearance, content and flow of the Software’s screens and user interfaces, the method and pattern of user interaction with the Software, and the content of the Documentation), all related Intellectual Property, and any of the terms of this Software License Agreement, including all exhibits and schedules, constitutes proprietary trade secret information owned solely by Tai (collectively, “Confidential Information”). Customer shall take all reasonable precautions to prevent inadvertent disclosure of the Software, including all trade secrets and Confidential Information contained therein or associated herewith.

6. CONTENT

6.1 YOU ARE RESPONSIBLE FOR YOUR CONTENT.

You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Services. You grant Tai a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services for the sole purpose of providing the Service. You retain ownership of your content. You must provide all required and appropriate warnings, information and disclosures.

Tai will make a reasonable effort to protect the content within all Tai online services. This includes backups and other tools required for data protection and recovery. Tai does not assume liability for any data or content loss caused directly or indirectly by Tai or Tai services. You are responsible for any lost or unrecoverable Content.

You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

1.       Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;

2.       Content that would impersonate someone else or falsely represent your identity or qualifications or that constitutes a breach of any individual’s privacy;

3.       Except as permitted by Tai in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

4.       Virus, trojan horse, worm or other disruptive or harmful software or data; and

5.       Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

6.2 PERMITTED DISCLOSURES AND USE OF DATA.

You acknowledge and agree that in order to provide you with access to and use of the Services, Tai may provide your Access Information and Account Data to (i) your employee or agent who is identified in the Registration Data as the current system administrator for your account (the “Current Administrator”), (ii) such other employee or agent who may be designated by you as a replacement administrator for your account by following the procedures required by Tai to effectuate such replacement, and (iii) any other person identified as an authorized user of the Services in the set-up interview form or in any subsequent registration.

6.3 SERVICES USE, STORAGE AND ACCESS.

Tai shall have the right, in its sole discretion and with reasonable notice posted on the Tai site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Services, temporarily or permanently, including but not limited to (i) the amount of storage space you have through the Services at any time, and (ii) the number of times (and the maximum duration for which) you may access the Services in a given period of time, including usage of API’s or any other services provided by Tai. Tai reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes. Tai may, from time to time, perform maintenance of the Services resulting in potential interruptions, delays or temporary errors. Tai will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided. Tai reserves the right to use a third party to host the Services from time-to-time.

6.4 ONLINE DATA TRANSFER

(not applicable for Software and Trial versions that do not include access to the Online Data Transfer feature).

You may have the option to transfer your data files from the Service in order to facilitate certain interoperability, data integration, and data access between the Service and certain supported ancillary services (the “Ancillary Services”) you may sign up for and use in connection with the Service (the “Online Data Transfer”). Separate fees may apply. In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the Service, (ii) have Internet access, and (iii) and may need to be an active subscriber to the Ancillary Services. If you select the Online Data Transfer option, a copy of all or part of your company data files will be transferred via the Internet to Tai’ servers (the “Transferred Files”); where you grant Tai the right and license to (i) host and maintain the Transferred Files and (ii) use the Transferred Files to make the Ancillary Services available to you, (iii) reformat and manipulate the Transferred Files as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in the Service. If you are signed-up for any Ancillary Services that support Online Data Transfer, you will then have the option to have the Transferred Files sent to any of those supported Ancillary Services (a “Data Transfer”). If you are no longer signed-up for an Ancillary Service, you will no longer be able to process Online Data Transfers to that Ancillary Service.

If you authorize an Online Data Transfer for a third-party Ancillary Service, you authorize Tai to provide the Transferred Files to the third-party provider of such Ancillary Service in order to provide the Ancillary Service to you. You agree and acknowledge that Tai has no control over any third-party Ancillary Services. Your use of the Ancillary Service may be subject to additional terms and conditions. Tai does not have any liability whatsoever for any actions or inactions on the part of the Ancillary Services resulting in your inability to use the Online Data Transfer feature or otherwise use the Ancillary Services in connection with the Service.

6.5 COMMUNITY FORUMS.

The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Tai does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to the content of third parties for which Tai is not responsible.

6.6 TAI MAY FREELY USE FEEDBACK YOU PROVIDE.

You agree that Tai may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Tai a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty-free license to use the feedback you provide to Tai in any way.

6.7 TAI MAY MONITOR YOUR CONTENT.

Tai may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Tai or its customers, or operate the Services properly. Tai, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS

7.1 TAI DOES NOT GIVE PROFESSIONAL ADVICE.

Unless specifically included with the Services, Tai is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 WE MAY TELL YOU ABOUT OTHER TAI SERVICES.

You may be offered other services, products, or promotions by Tai (“Tai Services”). Additional terms, conditions and fees may apply. With some Tai Services you may upload or enter data from your account(s) such as names, addresses, phone numbers, and purchases, etc., to the Internet. You grant Tai permission to use information about your business and experience to help us to provide the Tai Services to you and to enhance the Services. You grant Tai permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Tai permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

7.3 COMMUNICATIONS.

Tai may be required by law to send you communications about the Services or Third Party Products. You agree that Tai may send these communications to you via email or by posting them on our websites.

7.4 SOCIAL MEDIA SITES.

Tai may provide experiences on social media platforms such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among users who have registered to use them. Any content you post, such as pictures, information, opinions, or any Personal Information that you make available to other participants on these social platforms, is subject to the Terms of Use and Privacy Policies of those platforms.

Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

7.5 YOU WILL MANAGE YOUR PASSWORDS AND ACCEPT UPDATES.

You are responsible for securely managing your password(s) for the Services and to contact Tai if you become aware of any unauthorized access to your account.

7.6 ACCEPT UPDATES

From time to time, Tai may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the Services for your use and which permit you to provide feedback. You understand and agree that your use of the Beta Features is voluntary and Tai is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

7.7 USE WITH YOUR MOBILE DEVICE

Use of these Services may be available through a compatible mobile device with Internet access, which may require software. You agree that you are solely responsible for these mobile device requirements, including any applicable changes, updates, and fees as well as the terms of your agreement with your mobile device and telecommunications provider. Tai makes no warranties or representations of any kind, express, statutory or implied as to:

1.       The availability of Telecommunication Services from your provider and access to the Services at any time or from any location;

2.       Any loss, damage, or other security intrusions of the Telecommunication Services; and

3.       Any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Services as a result of your use of a mobile device.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Tai, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. Tai AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTIONS, ERRORS, THEFT, OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 Tai, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

9. LIMITATION OF LIABILITY AND INDEMNITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF Tai, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, Tai, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET Tai SYSTEM REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF Tai AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF Tai, ITS AFFILIATES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Tai and its Affiliates and Suppliers harmless from any and all claims, liability, and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Tai reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Tai in the defense of any Claims.

10. CHANGES.

We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

11. TERMINATION.

Tai may immediately, in its sole discretion and without notice, terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination, you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Tai’ rights to any payments due to it. Tai may terminate a free account at any time. This agreement will survive and remain in effect even if the Service is terminated.

After termination of use of the Services and if all payments are satisfied, Tai will allow you access to your data and content for backup or archival purposes for a limited time as reasonably determined by Tai. You will be allowed to extract data or content using tools available within the Services. If additional data or content extraction is needed or additional work is needed for data or content extraction, the Tai team will assist in the process for a predetermined prepaid additional fee.

12. EXPORT RESTRICTIONS.

You acknowledge that the Services, including the mobile application and the underlying software, may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

13. GOVERNING LAW.

Delaware state law governs this Agreement without regard to its conflicts of laws provisions.

14. DISPUTES.

Any dispute or claim relating in any way to the Services or this Agreement will be resolved by binding arbitration rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Delaware law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. We each agree that any and all disputes must be brought in the Parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. By entering into this agreement and agreeing to arbitration, you agree that you and Tai are each waiving the right to file a lawsuit and the right to a trial by jury. In addition, you agree to waive the right to participate in a class action or litigate on a class-wide basis. You agree that you have expressly and knowingly waived these rights.

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Tai LLC., in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808.

Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules, but if you are unable to pay any of them, Tai will pay them for you. In addition, Tai will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Tai will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed on location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 15 shall survive expiration, termination or rescission of this Agreement.

15. GENERAL

This Agreement is the entire agreement between you and Tai and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the written approval of Tai. However, Tai may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Tai or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Tai via an email [email protected].