Terms of Use and End-User License Agreement

About Trucking365 TMS

Trucking365 TMS is a cloud-based transportation management system operated by Yevhenii Andriushchenko, a sole proprietor ("Trucking365 TMS," "we," "us," or "our"). The Service is primarily designed for motor carriers and transportation businesses operating in the United States and Canada.

As of the Last Updated date of these Terms, Trucking365 TMS production application servers and primary databases are hosted in the United States. Hosting providers, infrastructure, and hosting locations may change as reasonably necessary to operate, secure, scale, maintain, or improve the Service, subject to our Privacy Policy and applicable law.

Email: info@trucking365.io

1. Terms and Definitions

1.1 The trucking365.io website (the "Site") is an Internet resource available through the trucking365.io domain, its subdomains, and other domains that may redirect to trucking365.io.

1.2 Trucking365 TMS is a cloud-based transportation management system provided as software-as-a-service ("SaaS") through trucking365.io, its subdomains, supported web applications, mobile applications, APIs, and related services.

1.3 Service Market and Infrastructure. The Service is primarily designed for motor carriers and transportation businesses operating in the United States and Canada.

1.4 User means an individual, sole proprietor, business, organization, or other legal entity that accesses or uses the Site or Service, whether for itself or on behalf of an organization it is authorized to represent.

1.5 Service or Services means the software, functionality, applications, APIs, features, tools, integrations, and related services made available through Trucking365 TMS.

1.6 Content means text, data, records, images, documents, files, messages, photographs, or other information submitted, uploaded, generated, transmitted, imported, synchronized, or otherwise made available through the Service.

1.7 Customer Data means data, records, documents, files, images, and other Content submitted to, generated through, imported into, synchronized with, or stored within a User's Trucking365 TMS Account, including transportation, customer, broker, shipper, consignee, driver, vehicle, operational, financial, accounting, location, and related business information.

1.8 Device means any computer, phone, tablet, vehicle device, or other device capable of accessing or interacting with the Site or Services.

1.9 Subscription means paid or otherwise authorized access to Trucking365 TMS for a specified subscription period.

1.10 Free Trial means a limited period during which some or all Service functionality may be made available without charge before a paid Subscription begins.

1.11 Account means a registered Trucking365 TMS account and the authorized users, permissions, settings, records, integrations, and other data associated with that account.

1.12 Third-Party Service means any software, API, telecommunications service, ELD or telematics provider, accounting platform, factoring provider, payment processor, artificial-intelligence provider, toll provider, cloud or hosting provider, or other service operated independently from Trucking365 TMS.

2. General Provisions

2.1 These Terms of Use and End-User License Agreement ("Terms") constitute a legally binding agreement between the User and Yevhenii Andriushchenko, a sole proprietor and operator of the Trucking365 TMS Service. These Terms govern access to and use of the Site, software, applications, APIs, integrations, and related Services.

2.2 These Terms apply to registered and unregistered Users and to free, trial, promotional, and paid access to the Site or Services, where applicable.

2.3 By accessing or using the Site, creating an Account, connecting an integration, or using any Service, the User confirms that the User has read, understood, and agreed to these Terms. If the User does not agree to these Terms, the User must immediately cease all access to and use of the Service.

2.4 The User represents that the User is at least 18 years old and has the legal capacity and authority necessary to enter into these Terms individually or on behalf of the organization the User represents.

2.5 Business Use Only. The Service is intended solely for commercial, professional, and business use and is not intended for personal, family, household, or other consumer use. By accessing or using the Service, the User represents and warrants that the Service is being used in connection with a business, trade, profession, fleet operation, or commercial transportation activity.

2.6 Trucking365 TMS may update or modify these Terms from time to time. Updated Terms will become effective when posted to the Site or on the effective date stated in the updated Terms. Where reasonably required by applicable law, Trucking365 TMS may provide additional notice of material changes. Continued use of the Service after updated Terms become effective constitutes acceptance of the updated Terms.

2.7 License to Use the Service. Subject to these Terms and any applicable Subscription, Trucking365 TMS grants the User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Service strictly for the User's legitimate internal business purposes during the authorized access period.

2.8 The Site and Services include Google Maps features and content, including shipment tracking maps. Use of these features and content is subject to the then-current Google Maps End User Additional Terms of Service and Google Privacy Policy.

No ownership rights, source code rights, intellectual property rights, or ownership interest in the Service are transferred to the User.

3. Service Availability and Disclaimers

3.1 AS-IS SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUCKING365 TMS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND RESULTS THAT MAY BE OBTAINED THROUGH USE OF THE SERVICE.

3.2 Trucking365 TMS may add, remove, modify, suspend, restrict, replace, or discontinue any feature, integration, functionality, or part of the Service at any time. Trucking365 TMS does not guarantee the continued availability of any particular feature or Third-Party Service.

3.3 Unauthenticated or unregistered users may have access only to limited portions of the Site. No contractual right to access restricted, paid, trial, or other Service functionality arises merely from visiting or accessing publicly available portions of the Site.

3.4 No Availability Guarantee. Trucking365 TMS does not warrant that the Service will be uninterrupted, continuously available, secure, accurate, timely, complete, or error-free.

Interruptions or errors may result from maintenance, software defects, infrastructure failures, Internet or telecommunications outages, cybersecurity events, hosting-provider failures, Third-Party Service failures, API changes, network congestion, power outages, or other events.

Any liability relating to availability, interruptions, failures, or errors is subject to the exclusions and limitations set forth in Section 16.

3.5 No Independent Verification of Source Data. Trucking365 TMS may perform automated calculations, validations, status changes, reports, aggregations, synchronization, and other processing based on Customer Data, User-selected settings, configured rules, and data obtained from Third-Party Services.

However, Trucking365 TMS does not independently verify the truth, completeness, legality, commercial accuracy, regulatory accuracy, or suitability of underlying Customer Data or third-party source data against external authoritative sources unless expressly stated for a particular feature.

The User remains responsible for reviewing material operational, financial, accounting, tax, regulatory, safety, location, and business information before relying on it.

3.6 No Transportation or Dispatching Services. Trucking365 TMS provides software tools that Users may use to manage transportation, dispatching, drivers, vehicles, loads, trips, documents, invoices, settlements, reports, and related operations.

Trucking365 TMS does not itself act as a motor carrier, freight broker, freight forwarder, shipper, consignee, dispatcher, driver, fleet operator, employer, factoring company, accountant, tax preparer, insurance provider, or transportation service provider.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUCKING365 TMS SHALL NOT BE LIABLE FOR CARGO LOSS OR DAMAGE, PICKUP OR DELIVERY DELAYS, DRIVER CONDUCT, HOURS-OF-SERVICE VIOLATIONS, VEHICLE ACCIDENTS, EQUIPMENT FAILURES, REGULATORY VIOLATIONS, FREIGHT CHARGES, DETENTION, ACCESSORIAL CHARGES, RATE DISPUTES, EMPLOYMENT DISPUTES, CUSTOMER DISPUTES, OR OTHER OPERATIONAL OR COMMERCIAL EVENTS INVOLVING THE USER, THE USER'S PERSONNEL, VEHICLES, CUSTOMERS, BROKERS, SHIPPERS, CONSIGNEES, CONTRACTORS, OR OTHER TRANSPORTATION PARTICIPANTS.

3.7 Trucking365 TMS may immediately suspend, restrict, or terminate access to all or part of the Service where Trucking365 TMS reasonably determines that such action is appropriate because of suspected fraud, abuse, security risk, attempted security circumvention, unlawful activity, nonpayment, breach of these Terms, misuse of the Service, legal requirements, or protection of the Service, infrastructure, Users, or third parties.

Except where required by applicable law, Trucking365 TMS has no obligation to compensate the User for losses resulting from such suspension, restriction, or termination.

4. Account

4.1 By creating or using an Account, the User represents that the User has full individual or organizational authority necessary to accept these Terms and use the Service.

4.2 The User must provide accurate, complete, and reasonably current registration, business, company, and contact information where requested. Material misrepresentation may constitute a breach of these Terms.

4.3 The User is solely responsible for safeguarding Account credentials, controlling access granted to employees and other authorized users, assigning appropriate permissions, and monitoring activity performed through the Account.

Trucking365 TMS is not responsible for losses caused by the User's disclosure, sharing, misuse, or inadequate protection of credentials, or by access granted by the User to an unauthorized or inappropriate person, subject to Section 16 and applicable law.

4.4 Users must not create misleading Accounts or duplicate Accounts for the purpose of bypassing security controls, subscription restrictions, billing requirements, usage limits, or enforcement actions.

4.5 The Service must be used for lawful transportation, fleet, dispatch, administrative, financial, reporting, and related legitimate business purposes supported by Trucking365 TMS.

4.6 Trucking365 TMS may request information reasonably necessary to verify an Account, investigate suspected abuse, maintain security, address fraud, comply with legal requirements, or protect the Service.

4.7 Trucking365 TMS may suspend or terminate Accounts associated with fraudulent activity, attempted security circumvention, unlawful use, material misuse, nonpayment, or other material breach of these Terms.

4.8 Trucking365 TMS may maintain audit logs, access records, synchronization histories, processing records, and histories of data modifications for security, troubleshooting, support, fraud prevention, operational integrity, compliance, dispute resolution, and recordkeeping purposes.

4.9 Customer Data may be processed and stored as reasonably necessary to provide, operate, secure, maintain, troubleshoot, support, and improve the Service, perform User-authorized actions and integrations, comply with applicable legal requirements, and for other purposes described in our Privacy Policy.

4.10 Post-Termination Data Availability. Following expiration, cancellation, suspension, or termination of an Account, access to Customer Data may immediately or subsequently become unavailable.

The User is responsible for exporting or retaining records the User wishes or is required to preserve before termination where applicable export functionality is available.

Trucking365 TMS has no obligation to provide indefinite post-termination access, hosting, archival services, or data storage.

Customer Data may thereafter be deleted, de-identified, archived, or retained in accordance with our Privacy Policy, backup lifecycle, security requirements, legitimate recordkeeping needs, dispute-resolution requirements, and applicable law.

5. Personal Data and Privacy

5.1 Personal information and Customer Data are processed in accordance with the Trucking365 TMS Privacy Policy.

5.2 The User represents and warrants that the User has all rights, permissions, notices, consents, authorizations, and other lawful bases required under applicable law to collect, use, upload, track, process, and instruct Trucking365 TMS to process personal information concerning drivers, employees, contractors, customers, brokers, shippers, consignees, and other persons through the Service.

5.3 Customer Data is private by default but may be disclosed through functionality intentionally enabled, configured, or used by an authorized User, including user permissions, Driver App access, tracking links, email delivery, document sharing, and Third-Party Services.

The User is responsible for selecting appropriate recipients, configuring available sharing controls, safeguarding shared links or credentials, and determining whether a disclosure initiated by the User is appropriate and lawful.

Trucking365 TMS is not responsible for subsequent forwarding, disclosure, misuse, retention, or other actions of third-party recipients to whom the User intentionally provides access, subject to Section 16 and applicable law.

5.4 Users must not upload passwords, authentication secrets, complete payment-card credentials, Social Security numbers, medical information, government identification information, or other highly sensitive personal information unless the information is reasonably necessary for and expressly supported by a Trucking365 TMS feature and the User has lawful authority to process that information.

5.5 The User is responsible for employing appropriate security practices after downloading, exporting, emailing, printing, transmitting, or otherwise removing Customer Data from the protected environment of the Service.

6. Customer Data, Content, and Acceptable Use

6.1 Users must comply with all laws and regulations applicable to their use of the Service and their business activities.

6.2 The User is responsible for Customer Data and Content uploaded, transmitted, imported, synchronized, or otherwise processed through the User's Account, including its legality, accuracy, and the User's authority to process it.

6.3 Data License. The User retains all ownership rights the User may have in Customer Data.

The User grants Trucking365 TMS a worldwide, non-exclusive, royalty-free license to host, store, reproduce, cache, transmit, transform, format, process, analyze, display, and otherwise use Customer Data solely as reasonably necessary to provide, operate, secure, support, maintain, and improve the Service and to perform actions or integrations requested or authorized by the User.

Trucking365 TMS may permit service providers and subprocessors to process Customer Data only to the extent reasonably necessary to provide services to Trucking365 TMS or support functionality authorized by the User.

This license does not transfer ownership of Customer Data to Trucking365 TMS.

6.4 The User represents and warrants that the User owns Customer Data or otherwise has sufficient rights and lawful authority to submit, process, transmit, store, disclose, and use Customer Data through the Service.

6.5 The Account owner is responsible for the actions of authorized employees, dispatchers, administrators, drivers, contractors, and other sub-users acting through permissions granted by the Account owner.

6.6 Prohibited conduct includes:

  • using the Service for unlawful, fraudulent, deceptive, or infringing activity;
  • uploading or transmitting malware, ransomware, viruses, logic bombs, or malicious code;
  • attempting unauthorized access to another Account or Customer Data;
  • circumventing authentication, authorization, security, billing, or usage controls;
  • reverse engineering the Service except where such restriction is prohibited by applicable law;
  • automated scraping, extraction, or copying not expressly authorized by Trucking365 TMS;
  • interfering with the availability, integrity, performance, or security of the Service;
  • impersonating another person or organization or falsely representing authority.

6.7 Trucking365 TMS may remove, disable, restrict, or refuse Content or activity that Trucking365 TMS reasonably believes violates these Terms, applicable law, security requirements, third-party rights, or the integrity of the Service.

6.8 Unsolicited commercial outreach or spam using Service communication features is prohibited.

6.9 The User represents that document and image uploads do not unlawfully violate copyright, privacy, contractual, proprietary, or other third-party rights.

6.10 Identity spoofing, fraudulent impersonation, or intentional misrepresentation of organizational authority may result in immediate suspension or termination and may be referred to appropriate authorities where warranted.

6.11 The software, source code, database schemas and structures, system architecture, user-interface designs, workflows, algorithms, documentation, layouts, and other proprietary components of Trucking365 TMS remain the intellectual property of Trucking365 TMS or its licensors.

For clarity, this provision does not transfer ownership of Customer Data to Trucking365 TMS.

6.12 Communications, emails, SMS messages, API transmissions, push notifications, integration requests, and other electronic deliveries may depend on independent telecommunications providers, email providers, mobile operating systems, Internet connectivity, APIs, or other Third-Party Services and are not guaranteed to be delivered successfully or within any particular time.

6.13 If the User voluntarily provides product suggestions, ideas, comments, requests, or other feedback concerning Trucking365 TMS, Trucking365 TMS may use, implement, adapt, and commercialize such feedback without an obligation to compensate the User, unless otherwise agreed in writing. This provision does not apply to ownership of Customer Data.

7.1 ELD and Telematics Provider Dependency. Trucking365 TMS may connect to independent ELD and telematics providers, including supported providers such as Motive, Samsara, and Geotab, to retrieve supported data.

Depending on the provider, available APIs, configuration, and enabled Trucking365 TMS functionality, supported data may include drivers, trucks, trailers, equipment identifiers, vehicle locations, mileage, and other supported fleet, operational, or reporting data.

Trucking365 TMS does not manufacture, operate, monitor, or control third-party ELD hardware, GPS equipment, vehicle devices, mobile networks, cellular networks, satellites, provider software, provider APIs, or provider-side data processing.

Trucking365 TMS does not guarantee the availability, latency, completeness, timeliness, regulatory accuracy, or factual accuracy of information supplied by an independent ELD or telematics provider.

Data displayed through Trucking365 TMS may therefore be delayed, unavailable, incomplete, inaccurate, or based on the most recent data received rather than the vehicle's current real-time state.

Trucking365 TMS is not a substitute for an ELD provider's official records, driver logs, vehicle device, regulatory interface, or legally required recordkeeping system.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 16, TRUCKING365 TMS SHALL NOT BE LIABLE FOR FINES, CITATIONS, DOT OR FMCSA PENALTIES, OUT-OF-SERVICE ORDERS, MISSED APPOINTMENTS, CARGO DELAYS, DRIVER DOWNTIME, VEHICLE DOWNTIME, BUSINESS INTERRUPTION, OR OTHER LOSSES RESULTING FROM INACCURATE, INCOMPLETE, DELAYED, OR UNAVAILABLE THIRD-PARTY ELD, GPS, TELEMATICS, MILEAGE, LOCATION, OR RELATED INFORMATION.

7.2 Tracking Links and Broker Sharing. Trucking365 TMS may allow an authorized User to generate and share a unique web link ("Tracking Page") that provides a third-party recipient, such as a broker, shipper, or consignee, with limited information about a Load and, where available, the most recent vehicle location available to Trucking365 TMS.

The User acknowledges and agrees that:

(a) the User is responsible for deciding whether a Tracking Page should be created, who should receive it, and how any link or password is distributed;

(b) Trucking365 TMS does not independently verify the identity or authority of every person who obtains a valid Tracking Page URL or applicable password;

(c) vehicle location displayed through a Tracking Page represents the most recent location available to Trucking365 TMS from supported data sources and is not guaranteed to reflect the vehicle's exact or real-time position;

(d) a Tracking Page may remain usable during an applicable availability period unless access expires, is disabled, applicable conditions cease to be satisfied, or an available access control is changed;

(e) Tracking Pages may be subject to passwords, access windows, rate limitations, or other access controls implemented by the Service, but such controls do not relieve the User of responsibility for appropriate distribution of the link and any associated credentials;

(f) the User is responsible for any voluntary disclosure made by sending a Tracking Page to a recipient and for determining whether such disclosure is appropriate under the User's agreements, privacy obligations, and business relationships.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 16, TRUCKING365 TMS SHALL NOT BE LIABLE FOR ROUTE DISCLOSURE, COMMERCIAL DISPUTES, FINANCIAL LOSSES, OR UNAUTHORIZED DOWNSTREAM DISCLOSURE RESULTING FROM THE USER'S DISTRIBUTION OF A TRACKING PAGE OR PASSWORD, A RECIPIENT'S FORWARDING OR MISUSE OF A TRACKING PAGE, OR THE USER'S FAILURE TO USE AVAILABLE ACCESS CONTROLS.

8. AI Features, Factoring, Accounting, Toll, and Other Third-Party Integrations

8.1 General Third-Party Integration Disclaimer. Trucking365 TMS may support optional integrations with independent Third-Party Services, including ELD and telematics providers, toll providers, artificial-intelligence providers, factoring providers, accounting platforms, and other services.

Third-Party Services are operated independently. Trucking365 TMS does not control their uptime, availability, API behavior, data accuracy, commercial terms, security practices, pricing, eligibility decisions, accounting rules, tax rules, software changes, service interruptions, or continued compatibility with Trucking365 TMS.

The User acknowledges that a third-party provider may modify, restrict, throttle, suspend, discontinue, or revoke API or service access at any time.

Liability relating to Third-Party Services is subject to the exclusions and limitations set forth in Section 16.

8.2 User Authorization of Integrations. Trucking365 TMS will access, retrieve, transmit, or synchronize Customer Data with a Third-Party Service only through functionality authorized by the User, including where an authorized User:

(a) connects or authorizes an integration;

(b) enables a setting that authorizes an integration to operate; or

(c) initiates an action requiring information to be sent to or retrieved from the Third-Party Service.

Some integrations may continue automated retrieval, import, transmission, or synchronization after being enabled, according to the configuration selected by the User, until disabled, disconnected, or otherwise no longer authorized.

8.3 AI-Assisted Features. Trucking365 TMS may use third-party artificial-intelligence services, including OpenAI, to provide supported features such as document recognition, data extraction, rate-confirmation processing, and assistance with populating Load or related business information.

AI-generated or AI-extracted output may be inaccurate, incomplete, incorrectly classified, misinterpreted, omitted, duplicated, or otherwise unreliable.

AI output is provided as an assistive tool and must not be treated as independently verified data.

The User is solely responsible for reviewing and verifying material AI-generated or AI-extracted information before relying on it for dispatching, load creation, pricing, rates, invoicing, payments, compliance, customer communications, or other legally or commercially significant decisions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 16, TRUCKING365 TMS SHALL NOT BE LIABLE FOR LOSSES RESULTING FROM THE USER'S RELIANCE ON UNVERIFIED AI-GENERATED OR AI-EXTRACTED OUTPUT.

8.4 Triumph Factoring Integration. Where enabled and initiated by an authorized User, Trucking365 TMS may facilitate transmission of supported Invoice and related freight information to Triumph.

Trucking365 TMS does not make factoring, credit, financing, funding, underwriting, collection, reserve, recourse, approval, or payment decisions.

Trucking365 TMS does not control approval, funding, reserve amounts, advance rates, deductions, chargebacks, payment timing, collection actions, recourse, or other terms imposed by Triumph.

Those matters are governed by the User's independent relationship with Triumph, and the User is responsible for reviewing submitted information and resolving factoring or payment disputes directly with the applicable factoring provider.

8.5 QuickBooks Online Integration. If an authorized User connects QuickBooks Online, Trucking365 TMS may access, retrieve, create, update, delete, or synchronize supported accounting records only within the authorization granted through Intuit and the functionality enabled, configured, or initiated by the User.

Depending on supported functionality, this may include company information, customers, accounts, products or services, payment methods, currencies, tax-related reference data, invoices, payments, attachments, and related identifiers or synchronization information.

Trucking365 TMS provides synchronization functionality and does not act as the User's accountant, tax preparer, bookkeeper, auditor, financial adviser, or tax adviser.

The User remains solely responsible for reviewing synchronized customers, invoices, payments, attachments, mappings, tax settings, currencies, accounts, payment methods, balances, classifications, and other accounting information and for maintaining accounting records appropriate for the User's business and legal obligations.

Trucking365 TMS does not control QuickBooks Online availability, Intuit APIs, Intuit accounting rules, automated tax calculations, third-party changes, or other QuickBooks Online behavior.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 16, TRUCKING365 TMS SHALL NOT BE LIABLE FOR TAX PENALTIES, ACCOUNTING MISSTATEMENTS, INCORRECT CLASSIFICATIONS, DUPLICATE OR MISSING ACCOUNTING RECORDS, THIRD-PARTY API FAILURES, OR OTHER FINANCIAL CONSEQUENCES ARISING FROM UNREVIEWED SYNCHRONIZED DATA, USER CONFIGURATION, THIRD-PARTY PLATFORM BEHAVIOR, OR THE USER'S FAILURE TO RECONCILE MATERIAL ACCOUNTING RECORDS.

8.6 Toll Integrations. Trucking365 TMS may integrate with supported toll-data providers such as Bestpass or PrePass to retrieve supported toll, device, transaction, vehicle, expense, or related information.

Trucking365 TMS does not control toll-provider source records, toll-road authorities, toll classifications, toll amounts, device assignments, transaction timing, third-party corrections, penalties, or disputes.

The User remains responsible for reviewing material toll and expense records and resolving source-data disputes with the applicable provider or toll authority.

9.1 TRUCKING365 TMS IS A SOFTWARE AND ADMINISTRATIVE TOOL. Trucking365 TMS does not provide legal, accounting, bookkeeping, financial, tax, insurance, safety, employment, DOT, FMCSA, IFTA, regulatory, or professional advice.

The User is responsible for determining which laws, regulations, filing requirements, tax rules, employment obligations, transportation requirements, insurance requirements, and recordkeeping obligations apply to the User.

9.2 Any reports, calculations, summaries, IFTA-related information, tax-related data, accounting information, mileage information, settlement information, compliance-related information, or other outputs generated by the Service are software-generated administrative outputs based on available Customer Data, third-party data, configured settings, and system rules.

Such outputs do not constitute a legal, accounting, tax, safety, regulatory, or government determination and must be reviewed by the User before filing, payment, certification, regulatory submission, or other legally significant reliance.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 16, TRUCKING365 TMS SHALL NOT BE LIABLE FOR PENALTIES, FINES, INTEREST, TAX ASSESSMENTS, AUDIT RESULTS, REGULATORY ACTIONS, OUT-OF-SERVICE ORDERS, OR OTHER CONSEQUENCES RESULTING FROM THE USER'S FAILURE TO INDEPENDENTLY REVIEW AND VERIFY INFORMATION BEFORE LEGAL OR REGULATORY RELIANCE.

10. Backups, Record Retention, and Data Integrity

10.1 Trucking365 TMS may maintain system backups and disaster-recovery copies for platform recovery, operational continuity, security, and other internal purposes.

BACKUPS ARE NOT A CUSTOMER ARCHIVAL SERVICE, RECORDS-MANAGEMENT SERVICE, LEGAL RETENTION SERVICE, OR GUARANTEE OF POINT-IN-TIME RESTORATION.

Trucking365 TMS does not guarantee restoration of every record, file, historical version, attachment, location point, synchronization record, or Account state.

10.2 The User is solely responsible for determining the User's legal, tax, accounting, transportation, employment, regulatory, and business record-retention requirements and for exporting or independently retaining records where separate retention is necessary.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 16, TRUCKING365 TMS SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM LOST, CORRUPTED, DELETED, INCOMPLETE, UNAVAILABLE, OR UNRECOVERABLE DATA.

10.3 Data retention and Account deletion are further governed by the Trucking365 TMS Privacy Policy.

11. Intellectual Property

11.1 Trucking365 TMS and its licensors retain all rights, title, and interest in and to the Service, including its software, source code, object code, APIs, database structures, schemas, system architecture, user-interface designs, documentation, workflows, algorithms, branding, and other proprietary technology.

Nothing in these Terms transfers ownership of Customer Data to Trucking365 TMS.

11.2 Copyright or intellectual-property infringement inquiries may be submitted to info@trucking365.io.

12. Billing and Payment Processing

12.1 The User must provide accurate billing information and a valid payment method where required for a paid Subscription.

12.2 Billing or payment processing may be performed by an independent Third-Party Service. The availability, processing time, acceptance, decline, settlement, chargeback, refund, and other payment-processing behavior of such provider are outside Trucking365 TMS's direct control.

12.3 Trucking365 TMS may suspend or restrict paid Service access if applicable Subscription charges are overdue, declined, reversed, disputed, or otherwise not successfully collected.

13. Subscription

13.1 Paid use of the Service is subject to the Subscription plan, billing cycle, pricing, usage conditions, and applicable refund terms presented at purchase or otherwise made available by Trucking365 TMS.

Except as expressly provided by an applicable Refund Policy, written agreement, or required by applicable law, fees already paid are non-refundable.

13.2 Subscriptions may automatically renew until canceled through an available Account-management method, the applicable payment processor, or another cancellation method made available by Trucking365 TMS.

13.3 Cancellation stops future renewal according to the applicable billing rules but does not automatically create a right to a refund for a current or previously paid Subscription period.

13.4 Trucking365 TMS may change Subscription fees, plan limits, included functionality, or pricing from time to time. Changes applicable to an existing paid Subscription will take effect as communicated by Trucking365 TMS and subject to applicable law.

14.1 These Terms, together with the Privacy Policy, applicable Subscription terms, Refund Policy, and other policies expressly incorporated by reference, constitute the agreement governing the User's use of the Service, except to the extent the User and Trucking365 TMS enter into a separate written agreement expressly providing otherwise.

14.2 If a specific written agreement signed by Trucking365 TMS expressly conflicts with these Terms, the specific written agreement will control solely to the extent of the conflict.

15. Indemnification

15.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE USER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS YEVHENII ANDRIUSHCHENKO, TRUCKING365 TMS, AND THEIR AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, PERSONNEL, AND AGENTS FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, LIABILITIES, DAMAGES, JUDGMENTS, LOSSES, PENALTIES, FINES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO:

(a) the User's breach of these Terms;

(b) Customer Data, Content, documents, information, instructions, configurations, or other materials provided, uploaded, imported, transmitted, or authorized by the User;

(c) the User's violation of applicable law, regulation, contractual obligation, privacy obligation, intellectual-property right, employment obligation, tax rule, DOT requirement, FMCSA requirement, transportation requirement, or other legal duty;

(d) the User's transportation, dispatch, fleet, employment, driver, vehicle, cargo, customer, broker, shipper, consignee, factoring, accounting, payment, settlement, or other business activities;

(e) the User's creation, configuration, distribution, or use of Tracking Pages, links, documents, emails, messages, integrations, or other sharing functionality;

(f) disputes involving the User's customers, brokers, shippers, consignees, drivers, employees, contractors, carriers, factoring providers, accountants, regulators, toll providers, or other third parties;

(g) cargo claims, freight-rate disputes, payment disputes, factoring disputes, accidents, driver conduct, vehicle operations, employment claims, regulatory claims, or tax claims relating to the User's business;

(h) the User's reliance on Customer Data, third-party data, AI-generated output, ELD or telematics data, accounting synchronization data, reports, calculations, or other Service output without appropriate review where such review is reasonably required.

15.2 Trucking365 TMS may control the defense and settlement of an indemnified third-party claim and may require reasonable cooperation from the User.

Trucking365 TMS will provide reasonable notice of an indemnified claim where practicable, provided that failure to provide immediate notice will not relieve the User of indemnification obligations except to the extent the User is materially prejudiced by the delay.

16. Limitation of Liability

16.1 EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YEVHENII ANDRIUSHCHENKO, TRUCKING365 TMS, OR THEIR AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, PERSONNEL, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO:

  • loss of profits;
  • loss of revenue;
  • loss of business opportunity;
  • loss of goodwill;
  • loss, corruption, deletion, or unavailability of data;
  • business interruption;
  • driver or vehicle downtime;
  • missed pickup or delivery appointments;
  • cargo loss or damage;
  • vehicle or equipment damage;
  • factoring losses or chargebacks;
  • tax penalties, interest, or assessments;
  • regulatory fines, citations, or penalties;
  • accounting errors or reconciliation losses;
  • lost liquidity or cash-flow consequences;
  • losses resulting from Third-Party Services or integrations;
  • losses caused by unavailable, inaccurate, delayed, incomplete, or corrupted third-party data.

THIS EXCLUSION APPLIES EVEN IF TRUCKING365 TMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 TOTAL AGGREGATE LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF YEVHENII ANDRIUSHCHENKO, TRUCKING365 TMS, AND THEIR AFFILIATES, CONTRACTORS, PERSONNEL, SERVICE PROVIDERS, AND AGENTS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, THE SERVICE, ANY ACCOUNT, OR ANY INTEGRATION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR OTHERWISE, SHALL BE STRICTLY LIMITED TO THE LESSER OF:

(A) THE TOTAL FEES ACTUALLY PAID BY THE USER TO TRUCKING365 TMS DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00).

16.3 THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, WARRANTY, OR OTHERWISE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.4 THE PARTIES ACKNOWLEDGE THAT THE SUBSCRIPTION FEES AND OTHER ECONOMIC TERMS OF THE SERVICE REFLECT THE ALLOCATION OF RISK ESTABLISHED BY THESE TERMS AND THAT TRUCKING365 TMS WOULD NOT PROVIDE THE SERVICE ON THE SAME ECONOMIC TERMS WITHOUT THESE LIMITATIONS OF LIABILITY.

16.5 NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17. Force Majeure

17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUCKING365 TMS SHALL NOT BE LIABLE FOR ANY DELAY, INTERRUPTION, FAILURE, LOSS, OR INABILITY TO PERFORM RESULTING FROM EVENTS OR CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL.

Such events may include acts of God, natural disasters, fire, flood, severe weather, earthquakes, war, terrorism, armed conflict, civil unrest, governmental actions, embargoes, sanctions, labor disputes, epidemics, pandemics, public-health emergencies, Internet failures, telecommunications failures, power outages, cyberattacks, denial-of-service attacks, ransomware attacks, hosting or cloud provider failures, software supply-chain incidents, failures of Third-Party Services, API outages, API restrictions, provider-side changes, or similar events beyond Trucking365 TMS's reasonable control.

18. Severability and Waiver

18.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions shall remain in full force and effect.

18.2 Trucking365 TMS's failure or delay in enforcing any right or provision of these Terms does not constitute a waiver of that right or provision.

A waiver is effective only if expressly made in writing by Trucking365 TMS.

19. Survival

19.1 Provisions that by their nature should survive expiration, cancellation, or termination of these Terms shall survive, including provisions concerning ownership, intellectual property, payment obligations, Customer Data responsibilities, disclaimers, Third-Party Services, indemnification, limitation of liability, dispute resolution, governing law, and applicable record-retention obligations.

20. Governing Law and Dispute Resolution

20.1 These Terms and any dispute, controversy, or claim arising out of or related to these Terms, the Site, the Service, an Account, or the relationship between the User and Trucking365 TMS shall be governed by, and construed in accordance with, the laws of Ukraine, without regard to conflict-of-law principles, except to the extent mandatory law provides otherwise.

20.2 Mandatory Arbitration. To the maximum extent permitted by applicable law, any dispute, controversy, or claim arising out of or relating to these Terms, including their formation, interpretation, performance, breach, termination, validity, or enforceability, shall be finally settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry (the "ICAC") in accordance with its Rules. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be Kyiv, Ukraine. The language to be used in the arbitral proceedings shall be English. Judgment on the arbitration award may be entered or enforced in any court of competent jurisdiction.

20.3 Individual Claims and Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT SOLELY IN THE PARTIES' INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

20.4 Nothing in this Section prevents either party from seeking temporary or emergency injunctive relief from a court of competent jurisdiction where necessary to prevent unauthorized access, misuse of intellectual property, security compromise, or other immediate and irreparable harm, to the extent such relief is permitted by applicable law.

21. Contact Information

Operator: Yevhenii Andriushchenko, sole proprietor

Service: Trucking365 TMS

Mailing address: 12 Dachna Street, Apt. 1, Budy 62456, Ukraine

Email: info@trucking365.io

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