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Copyright 2023 Umbrella TMS. All Rights Reserved.
Last updated March 14th, 2023.
The following terms and conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Umbrella TMS LLC ("we”, “us”, or “our”), concerning your access to and use of the www.UMBRELLATMS.COM website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing, viewing, or using the content, material or services ( collectively, the Services ) available on or through this Service (“You” refers to the individual using the Umbrella TMS LLC Service and if You use the Service on behalf of a corporation LLC, partnership, or other business entity) have read, understood, and agreed to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE NOT GRANTED PERMISSION TO USE THIS SERVICE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
You agree that by accepting these Terms of Service, you hereby acknowledge and agree that We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Service to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is our proprietary property and all source code, databases, software, layout, look, appearance, website designs, audio, video, functionality, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of international copyright laws and international conventions. Reproduction is prohibited unless permission is granted in writing by us. Service and all the content are provided on the Site “AS IS'' for your information and personal use only. Your use of the Site Service does not grant to You ownership of any content, code, data or materials You may access on these Services.
Except as expressly provided in these Terms of Service, no part of the Site and no Content may be copied, aggregated, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Your use of the Site does not grant to You ownership of any content, code, data, or materials You may access on these Services. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.
You hereby acknowledge and agree that our service is a neutral venue where our users may meet; as such we have no control over the safety, quality, or legal aspects of the transactions and relationship that may take place and we take no responsibility for it. You take full responsibility for any and all messages and associated content you post to our platform or exchange through our Services. We cannot help if your company was turned down for a load. We do not encourage or discourage hiring decisions. It is the sole responsibility of our customers to make hiring decisions based on their own company policies. When you create an Account, you represent, warrant and covenant:
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). If We get forced to institute legal action against user to enforce these Terms of Service or for any other violations of provincial and/or federal law, you expressly agree to bear any and all costs associated with such action, including but not limited to actual attorney fees and all judiciary and extrajudicial expenses disbursements incurred by Us.
In order to use our Services, You may be required to register with the Site. You agree to provide true, accurate, current, and complete information as prompted by the registration form and all forms You access in our site. You agree to update this information to maintain its truthfulness, accuracy, and completeness. You agree to keep your password confidential, and you are responsible for all use of your account and password. We reserve the right to change, remove, or reclaim a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. Upon receiving your request to create an account, we may need you to verify your identity. We may contact you through a communication method (e.g., phone or email) that you have previously provided to us. We may also use other verification methods as the circumstances dictate. If, however, we cannot verify your identity from the information already maintained by us, we may request that you provide additional information for the purposes of verifying your identity, and for security or fraud-prevention purposes.
We may invite you to chat and may provide you with the opportunity to create, submit, post, display, transmit, publish, or broadcast content and materials to us or on the Site, including but not limited to text, audio, video, messages, photographs, reviews, bulletin boards, blogs, chat services, graphics, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you represent, warrant and covenant (a) Your Contributions are not false, inaccurate, or misleading; (b) Your Contributions do not abuse, intimidate, ridicule, mock, disparage, harass, promote violence, or threaten any other person; (c) Your Contributions do not violate any applicable law or regulation; (d) Your Contributions do not violate the privacy or publicity rights of any third party; (e)Your Contributions do not violate the privacy or publicity rights of any third party; (f)Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; (g)Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of service, or any applicable law or regulation; (h)The creation, transmission, distribution, or public display and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
Any use of the Site in violation of these Terms and Conditions of Service may result in termination or suspension of your rights to use the Site.
Paid Services. Certain of our Services may be subject to payments now or in the future (the "Paid Services"). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, VAT, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees.
Billing. We use a third-party payment processor, Stripe, (the " Payment Processor") to bill you through a payment account linked to your Account on the Services (your "Billing Portal") for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement, available at https://stripe.com/us/legal. We are not responsible for an error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your " Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Portal upon demand. Access to your Billing Portal you can find at https://app.Umbrella TMS LLC/billing/subscription-plans. You authorize us to store any payment method you provide and use it in connection with your use of the Services. If your primary payment method fails or if the full amount fails to be charged, you authorize us to charge any other payment method in your account for the payment amount owed, including partial or incremental payment amounts. If you have not provided us with a backup payment method(s) and you fail to provide full payment, or if all payment methods in your account fail, we may suspend your access to the Services.
Subscription Fees: Paid Subscriptions can be purchased at Billing Portal by paying a monthly subscription fee. Subscriptions are billed in advance on a monthly basis and are non-refundable for the subscription period they are purchased for. You must provide us with a valid credit card or other payment method (e.g., PayPal account) to pay the subscription fee. You agree that we may process your credit card or other valid payment method on each renewal term, on the calendar day corresponding to the first day you subscribed to the Paid Subscription.
Tracking request:
Every plan contains a certain number of tracking requests. Once sent, a tracking request is considered as used whether accepted by the driver or not.
Auto-renewal and Cancellation: Your payment to us will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through Billing Portal page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to a Free Account. You may cancel your Paid Subscription at any time.
Upgrade and Downgrade Plans.
Changes to a subscription such as upgrading or downgrading can result in prorated charges. If you downgrade, the new plan will take effect when your next payment is due. If you upgrade, you will only need to pay the prorated amount difference between your previous and new plan.
You can check the status of your account at any time in the Billing Portal.
Changes to Subscription Terms: We may change the price for the Paid Subscriptions from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Services prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE ON YOUR BILLING PORTAL. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT AND THAT WE MAY PARTICIPATE IN PROGRAMS TO TRY TO UPDATE YOUR PAYMENT INFORMATION IN ORDER TO CHARGE YOU FOR AMOUNTS OWED UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
By submitting your messages, text, audio, video, messages, photographs, reviews, graphics, suggestions, bulletin boards, blogs, chat services, comments, or personal information or other material (collectively, "Contributions"), You agree to automatically grant, and you represent and warrant that you have the right to grant, to Us an unrestricted, unlimited, irrevocable, perpetual, royalty-free, non-exclusive, transferable, fully-paid, worldwide right and license to use, copy, host, reproduce, publish, disclose, sell, resell, retitle, archive, store, cache, display, reformat, translate, transmit and distribute such Contributions ( including, without limitation, your voice and image ) for any purpose, commercial, advertising or otherwise. You agree to indemnify, defend and hold harmless Us from all damages, costs and expenses, including attorney’s fees and costs arising out of all claim’s challenges or actions, including claims for infringement, libel and slander, related to your submission. You agree to waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions. This license will apply to any form, media, or technology now known.
You retain full ownership of all of your Contributions. We do not assert any ownership over your Contributions. You are solely responsible for your Contributions to the Site and we’re not liable for any statements or representations in your Contributions. You expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit any Contributions; (2) to place any Contributions in more appropriate locations on the Site; and (3) to delete any Contributions at any time and for any reason, without notice; (4) We have no obligation to monitor your Contributions.
We may provide certain services that are available to You via your mobile phone or other mobile devices if You have downloaded an application or subscribed to them. If you access the Site via mobile phone or other mobile devices your mobile carrier’s normal messaging, data and other rates and fees may apply. You agree that the use of mobile services, including location information, is subject to network capabilities. Certain Services may be prohibited or restricted by your mobile carrier and not all Services may work with all mobile carriers or devices. You are responsible for checking with your mobile carrier to determine if the Services are available for your mobile device, what restrictions, if any, and how much it will cost you. You agree that if you change or deactivate your mobile telephone number you will update your account information on the Services within 48 hours to ensure that your messages are not sent to the person who acquires your old number. By using the Site via mobile phone or other mobile devices you agree that you will not (a) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (b) make any modification, adaptation, improvement, translation, attempt to derive the source code of, decrypt the application; (c) remove, alter, or obscure any proprietary notice; (d) send any unsolicited commercial e-mails or automated queries.
In addition to the terms above, You agree that by downloading the mobile application or using the Site via mobile phone or other mobile devices you expressly consent to and grant Us the right to collect and disclose the location of your mobile device and other related information for use in connection with Our Services. Once you accept tracking you authorize Us to share location of your mobile device with non-subscribers and subscribers. We reserve the right to utilize Location information gathered through our Services, for any reasonable commercial use. Upon termination of tracking, we reserve all rights to previously collected data.
You hereby agree that any questions, feedback, comments, suggestions, ideas, or other information regarding the Site (collectively, "Submissions") provided by you to us are non-confidential and shall become our sole property. We may use your Submissions in a number of different ways in connection with the Site. By submitting User Submissions on the Site or otherwise through the Service, you hereby do and shall grant Us a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site. You hereby waive all moral rights to any such Submissions. You hereby warrant that any Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Service; (2) We may suspend, terminate or prevent your access to the Site or your registration at our sole discretion; (3) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service; (4) in our sole discretion and without limitation, restrict access to, refuse, limit the availability of, or disable any of your Contributions or any portion thereof; (5) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that in any way burdensome to our systems; and (6) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
We reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the site to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these terms of service or of any applicable law or regulation. We may with or without notice, terminate your access to these services or delete your account and any content or information that you posted at any time, in our sole discretion. You may request to terminate at any time upon no less than 30 days advance notice sent to [email protected]. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We reserve the right to change, modify, or remove the contents of the Site, our business model and price change at any time or for any reason at our sole discretion without notice. We may also impose limits or restrictions on certain services, features or content or restrict your access to parts or all of our Site without notice. You hereby agree that We are not liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
These conditions are governed by and interpreted following the laws of NORTH CAROLINA. Umbrella TMS LLC agree to comply fully with all applicable laws
Binding Arbitration any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of North Carolina.
Restrictions: The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. Exceptions to Arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT SUCH INFORMATION AND MATERIALS MAY CONTAIN INACCURACIES OR ERRORS AND WE EXPRESSLY EXCLUDE LIABILITY FOR ANY SUCH INACCURACIES OR ERRORS TO THE FULLEST EXTENT PERMITTED BY LAW. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $1.00 USD.YOU HEREBY AGREE TO WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, OR ANY OTHER SIMILAR APPLICABLE STATUTE OR LAW OF ANY OTHER JURISDICTION, WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of service; (4) any breach of your representations and warranties set forth in these Terms of service; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
These Terms of service and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of service shall not operate as a waiver of such right or provision. These Terms of service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of service or use of the Site. You agree that these Terms of service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of service and the lack of signing by the parties hereto to execute these Terms of service.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: [email protected]
Copyright 2023 Umbrella TMS. All Rights Reserved.