Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") govern your access to and use of the Ultra TMS platform, websites, and services (collectively, the "Service") provided by Ultra TMS, Inc. ("Ultra TMS," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms.

If you are using the Service on behalf of an organization, you are agreeing to these Terms on behalf of that organization, and you represent and warrant that you have authority to bind the organization to these Terms.

2. Account Registration

To use most features of the Service, you must register for an account. You agree to provide accurate, current, and complete information and to update such information as needed.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized use of your account.

3. Subscription and Billing

The Service is offered on a subscription basis. Fees, billing frequency, and feature tiers are described on the pricing page or in your order form. All fees are non-refundable except as required by law or as expressly stated in these Terms.

We may change our fees with at least thirty (30) days notice. If you do not agree to the new fees, you may cancel your subscription before the change takes effect.

4. Acceptable Use

You agree not to misuse the Service. Specifically, you may not (a) reverse engineer, decompile, or attempt to extract source code, (b) interfere with the integrity or performance of the Service, (c) use the Service to transmit malware or unlawful content, (d) attempt to gain unauthorized access to any part of the Service, or (e) use the Service in violation of any applicable law or regulation.

5. Customer Data

You retain all rights, title, and interest in the data you submit to the Service ("Customer Data"). You grant Ultra TMS a worldwide, non-exclusive license to host, copy, transmit, and display Customer Data solely as necessary to provide and improve the Service.

We process Customer Data in accordance with our Privacy Policy and applicable data protection laws, including the GDPR and CCPA where applicable. See our Privacy Policy for details on how we collect, use, and safeguard your information.

6. Intellectual Property

The Service, including all software, content, designs, and trademarks, is and will remain the exclusive property of Ultra TMS and its licensors. Nothing in these Terms transfers ownership of any intellectual property rights to you, except for the limited license granted in these Terms.

7. Service Availability

We strive to maintain a highly available Service but do not guarantee uninterrupted access. Scheduled maintenance, security incidents, and circumstances beyond our reasonable control (force majeure) may cause downtime. We will use commercially reasonable efforts to provide notice of scheduled maintenance.

8. Termination

You may terminate your account at any time by following the cancellation process in your account settings. We may suspend or terminate your access to the Service if you breach these Terms, fail to pay fees when due, or use the Service in a way that creates legal or operational risk.

Upon termination, your right to access the Service ceases immediately. We will retain Customer Data for a reasonable period during which you may export it, after which we will delete it in accordance with our data retention policy.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ULTRA TMS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING FROM YOUR USE OF THE SERVICE.

Our total liability under these Terms will not exceed the fees paid by you to Ultra TMS in the twelve (12) months preceding the event giving rise to the claim.

11. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. Any dispute arising from these Terms will be resolved by binding arbitration in Wilmington, Delaware, in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.

12. Changes to These Terms

We may revise these Terms from time to time. The most current version will always be posted on this page with an updated effective date. Material changes will be communicated by email or in-app notification at least thirty (30) days before they take effect. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

13. Contact

Questions about these Terms? Contact us at legal@ultratms.com or write to: Ultra TMS, Inc., 1200 Brickell Ave, Suite 1950, Miami, FL 33131, United States.