Software License & Service Agreement

1. Definitions

"Software"

The Freight Wranglers Transportation Management System, including the TMS web application, Mobile Driver App, Broker Module, and any other modules or add-ons provided by the Company.

"Service"

The hosted Software-as-a-Service (SaaS) offering, including provisioning, hosting, maintenance, updates, and support provided by the Company.

"Customer"

The entity or individual that purchases a subscription to the Service or a license to the Software.

"End Users"

Individuals authorized by the Customer to use the Software, including but not limited to the Customer's employees, drivers, dispatchers, and administrators.

"Instance"

The Customer's dedicated, isolated deployment of the Software, including the application container and database, running on the Company's or the Customer's infrastructure.

"Subscription"

The recurring billing arrangement under which the Customer pays for access to the Service on a monthly or annual basis.

"Self-Hosted License"

A perpetual license to deploy and operate a specific version of the Software on the Customer's own infrastructure.

2. Grant of License

SaaS Subscription

Subject to the terms of this Agreement and payment of the applicable fees, the Company grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Software via the Service for the Customer's internal business operations during the Subscription term.

Self-Hosted License

Subject to the terms of this Agreement and payment of the one-time license fee, the Company grants the Customer a non-exclusive, non-transferable, perpetual license to install, deploy, and use the version of the Software that was current at the time of purchase, solely for the Customer's internal business operations.

Scope

The license granted herein is limited to the number of users, loads, and features specified by the Customer's selected subscription tier or license agreement. Use beyond the licensed scope requires an upgrade or additional purchase.

3. Subscription Terms

• The Service is provided on a subscription basis at the pricing and tier selected by the Customer at the time of purchase.
• Each subscription tier specifies the included features, user limits, load limits, and available integrations. Details are described on our Pricing page.
• Subscriptions are billed on the cycle selected by the Customer (monthly or annually) and automatically renew unless cancelled prior to the renewal date.
• The Customer may upgrade their tier at any time. Upgrades are effective immediately, and the Customer will be charged a prorated amount for the remainder of the current billing cycle.
• Tier downgrades take effect at the start of the next billing cycle.

4. Hosting & Infrastructure

For SaaS subscriptions, the Company will:

• Provision a dedicated, isolated Instance for the Customer on AWS infrastructure. The Customer's data is stored in a separate database and application container, not shared with any other customer.
• Provide the Customer with the IP address or CNAME record required for DNS configuration. The Customer is responsible for configuring their own domain to point to the provided address.
• Maintain, monitor, and update the infrastructure, including applying security patches, performing backups, and scaling resources as needed.
• Provide SSL/TLS certificates for the Customer's configured domain to ensure encrypted communications.

The Customer acknowledges that DNS propagation and domain configuration are outside the Company's control and that service availability may be temporarily affected during DNS changes.

5. Customer Responsibilities

The Customer agrees to:

• Maintain a valid payment method on file and ensure timely payment of all subscription fees.
• Configure DNS records as instructed by the Company to enable access to the Customer's Instance via their custom domain.
• Keep all login credentials secure and immediately notify the Company of any suspected unauthorized access.
• Ensure that the Customer's use of the Software complies with all applicable laws, regulations, and industry standards, including but not limited to FMCSA regulations, DOT requirements, and hours-of-service rules. The Software is a tool to assist with compliance; it does not guarantee regulatory compliance.
• Obtain and maintain their own accounts and API keys for third-party integrations where required (e.g., ELD providers, load boards, fuel card companies, factoring services).
• Use the Software only for its intended purpose -- managing freight transportation operations -- and in compliance with the Acceptable Use terms set forth in the Terms of Service.

6. Data Rights

Customer Ownership

The Customer retains full ownership of all data entered into the Software, including but not limited to load records, invoice data, driver information, customer records, documents, GPS tracking data, and all other business data (collectively, "Customer Data").

Limited Access Rights

The Company has a limited right to access Customer Data solely for the purposes of:

• Providing and maintaining the Service.
• Providing customer support at the Customer's request.
• Diagnosing and resolving technical issues.
• Performing necessary backups and disaster recovery.

Prohibited Uses

The Company will not mine, analyze, aggregate, sell, share, or otherwise use Customer Data for any purpose other than providing the Service. Customer Data is never used to train models, build analytics products, or derive competitive intelligence.

Data Export

The Customer may request a full export of their data at any time. Data exports are provided in standard, portable formats (CSV, JSON, or SQL backup) at no additional charge.

7. Uptime & Support

Service Availability

The Company uses commercially reasonable efforts to maintain high availability of the Service. Planned maintenance windows will be communicated in advance. No formal uptime SLA is provided unless specifically included in an Enterprise tier agreement.

Support Tiers

8. Updates & Maintenance

SaaS Subscriptions

All software updates, feature additions, bug fixes, and security patches are automatically applied to the Customer's Instance as part of the Subscription. No action is required by the Customer.

Self-Hosted Licenses

Software updates for self-hosted installations must be applied manually by the Customer. Access to current-version updates is included for Customers with an active SaaS subscription. Customers without an active subscription may purchase update packages separately.

9. Self-Hosted Additional Terms

The following additional terms apply to Customers who purchase a Self-Hosted License:

• Infrastructure: The Customer is solely responsible for provisioning, configuring, and maintaining the server infrastructure required to run the Software, including compute resources, databases, networking, and storage.
• Security: The Customer is responsible for applying security patches to the host operating system, container runtime, and database, as well as configuring firewalls, access controls, and encryption.
• Backups: The Customer is responsible for implementing and maintaining their own backup and disaster recovery procedures.
• Deployment: The Company provides Docker containers and deployment documentation. The Company does not guarantee compatibility with all hosting environments.
• No SLA: No uptime guarantee or service level agreement is provided for self-hosted installations. The Company is not responsible for downtime, data loss, or performance issues arising from the Customer's infrastructure.
• Support: Technical support for self-hosted installations is limited to questions about the Software itself. Infrastructure, networking, and deployment support are not included unless separately purchased.

10. Restrictions

The Customer shall not:

• Modify, adapt, translate, or create derivative works based on the Software.
• Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software.
• Sublicense, lease, rent, loan, sell, or otherwise transfer the Software or access to the Service to any third party.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
• Use the Software to provide services to third parties (such as a service-bureau arrangement) without the Company's prior written consent.
• Circumvent or disable any security, licensing, or access control mechanisms in the Software.

11. Confidentiality

Each party agrees to protect the confidential information of the other party using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Customer Confidential Information

Customer Data, business processes, and any other non-public information provided by the Customer are considered confidential. The Company will not disclose Customer confidential information except as necessary to provide the Service or as required by law.

Company Confidential Information

The Software's source code, architecture, algorithms, documentation, pricing models, and business strategies are confidential information of the Company. The Customer will not disclose Company confidential information to any third party.

Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's confidential information; or (d) is rightfully received from a third party without restriction.

12. Termination

Termination by Customer

The Customer may terminate this Agreement at any time by cancelling their Subscription through the account dashboard or by providing written notice to the Company. Cancellation takes effect at the end of the current billing period.

Termination by Company

The Company may terminate this Agreement:

• With thirty (30) days' written notice for any reason.
• Immediately, without notice, if the Customer materially breaches this Agreement, including but not limited to non-payment, violation of the Acceptable Use terms, or unauthorized redistribution of the Software.

Effect of Termination

• Upon termination, the Customer's access to the Service will be suspended at the end of the current billing period (or immediately in the case of termination for breach).
• Customer Data will be retained for thirty (30) days following termination, during which the Customer may request a data export.
• After the 30-day retention period, all Customer Data will be permanently deleted from the Company's production systems. Backup copies will be purged within ninety (90) days.
• Self-Hosted License rights survive termination of a SaaS Subscription, subject to the terms of the Self-Hosted License.

13. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN A SEPARATELY EXECUTED ENTERPRISE SLA, THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL ENSURE COMPLIANCE WITH ANY PARTICULAR LAW OR REGULATION. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THEIR OWN REGULATORY COMPLIANCE.

Enterprise SLA: Customers subscribed to an Enterprise tier plan with a separately executed SLA may be entitled to specific uptime guarantees and service credits as defined in that SLA.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• The Company's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by the Customer to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.
• IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.
• The limitations set forth in this section apply even if the Company has been advised of the possibility of such damages and even if a limited remedy set forth herein is found to have failed its essential purpose.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, epidemics, pandemics, government actions or orders, power failures, telecommunications failures, internet outages, cyberattacks, or failures of third-party service providers.

The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to mitigate its effects. If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement with written notice.

16. Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

This Agreement may not be assigned or transferred by the Customer without the prior written consent of the Company. The Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Contact

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