Terms of Use

1. Overview

These Terms form a legally binding agreement between you and AstraLogixTMS, a corporation organized under the laws of the Province of Alberta, Canada ("AstraLogixTMS", "Company", "we", "our", "us"), governing your access to and use of our transportation management, load dispatch, payroll and compensation, document generation, analytics, and related workflow tools.

The Service is intended for use by businesses located in Canada and the United States only. We do not target or market the Service to individuals or entities located in the EU/EEA/UK.

A separate Privacy Policy governs how we collect, use, and safeguard personal data. If you use any paid features, supplemental terms (e.g., Subscription Terms, Order Forms) may also apply.

2. Eligibility

You represent and warrant that:

• You are at least 18 years old (or the age of majority in your jurisdiction).
• You have the authority to bind the business entity you act on behalf of.
• You are not located in, or a resident of, any jurisdiction embargoed by applicable export laws.
• Your use will comply with all applicable laws, regulations, industry standards, and licensing requirements (including transportation regulations such as FMCSA, DOT, IFTA, ELD mandates, and payroll/tax rules, as applicable).

3. Account Registration & Security

• You must provide accurate, complete, and current information during registration and keep it updated.
• You are responsible for safeguarding your credentials; sharing login credentials outside your organization's authorized users is prohibited.
• Notify us immediately of unauthorized access or suspected breaches at: [email protected].
• We may require multi‑factor authentication (MFA) and reserve the right to revoke or reset credentials for security reasons.
• You are responsible for access control within your organization (role assignments, least-privilege practices).

4. Authorized Use & Scope

The Service is licensed—not sold—for internal business use in managing transportation operations, loads, drivers, settlements, payroll calculations, and related logistics workflows. You may:

• Create, view, edit, dispatch, and reconcile transportation loads.
• Generate documents (e.g., BOLs, invoices, rate confirmations, driver statements).
• Use built-in payroll and compensation modeling tools for estimation and internal reporting.

You may not use the Service for consumer household transportation, illegal freight, or any prohibited commodity that requires special licensing you do not possess.

5. User Responsibilities

You are solely responsible for:

• Accuracy and completeness of operational data (loads, mileage, rates, fuel, accessorials, driver identities, overrides).
• Compliance with transportation, tax, labor, wage and hour, and safety regulations.
• Verifying payroll outputs before issuing compensation; our calculations are assistive tools.
• Proper timezone configuration so date-sensitive processes (e.g., pay period windows) run correctly.
• Maintaining your own business continuity and compliance archives by exporting critical records periodically.

6. Prohibited Conduct

You agree NOT to:

• Attempt to circumvent access controls or security features.
• Reverse engineer, decompile, or copy underlying source code except where legally permitted.
• Upload malicious code, automated scraping scripts, or generate denial-of-service traffic.
• Use the Service to store or transmit unlawful, defamatory, fraudulent, or misleading data.
• Misrepresent driver identity, credentials, safety compliance, or equipment status.
• Introduce false financial data for lenders, insurers, or tax authorities.
• Harvest other users' data outside functionality explicitly provided (e.g., no unauthorized bulk export or cross-tenant access).
• Use AI or automation to generate spammy, deceptive, or non-compliant regulatory documents.
• Resell, sublicense, or distribute access to third parties without our written consent.

7. Intellectual Property

All rights, title, and interest in and to the Platform (including software, architecture, workflows, templates, branding, databases, and compiled data structures) are owned or licensed by AstraLogixTMS. Except as expressly granted, no rights are transferred.

You retain rights to:

• Your entered operational data (loads, driver lists, rate tables).
• Uploaded content and media.
• Custom notes, adjustments, and override definitions.

We may use aggregated, anonymized data (that does not identify you or your drivers) to improve analytics, reliability, and feature development.

8. User Content License

By submitting or uploading data, you grant AstraLogixTMS a worldwide, non-exclusive, royalty‑free license to host, process, reproduce, and display such content solely for:

• Providing and improving the Service.
• Ensuring operational integrity (backups, indexing, caching).
• Diagnosing issues and responding to support requests.

You warrant you have all necessary rights and consents to submit such data.

9. AI, Automation, and Calculated Outputs

Certain features (e.g., compensation estimates, driver pay calculations, override parsing, pay period inference) use deterministic logic and may incorporate algorithmic or AI-assisted analysis.

Disclaimers:

• Outputs are advisory and may not reflect legally mandated pay calculations in your jurisdiction.
• Percentage normalization (0–1 vs. 0–100), rounding, and allocation logic are best-effort; validate overrides and formulas.
• Mileage, accessorials, fuel, and surcharge interpretations depend on data integrity; we do not guarantee accuracy.
• Do not rely solely on automated results for legal, compliance, accounting, tax, or wage determinations.

10. Third-Party Services & Integrations

The Platform may integrate with:

• PDF rendering and document generation libraries.
• Mapping, routing, or geolocation APIs.
• Email delivery, SMS, or notification services.
• Optional payroll/export or tax reporting tools.
• Cloud hosting and observability providers.

Third-party providers are governed by their own agreements. We are not responsible for outages, data inaccuracies, or compliance failures originating from those services.

11. Fees, Billing, and Taxes (If Applicable)

If your plan includes paid features:

• Fees are billed per subscription term or usage unit as outlined in your Order or Plan page.
• Unpaid balances may lead to suspension or data access limitation.
• You are responsible for all applicable taxes (excluding AstraLogixTMS's income taxes).
• Overages or add-on modules will be invoiced according to published or contracted rates.
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum permissible rate.

12. Payroll & Compensation Module Disclaimer

The payroll module may:

• Aggregate delivered loads into pay periods based on configured CompanyPayrollSettings (frequency, start day, holdback).
• Resolve driver identity using identifiers (e.g., driver_id, name, unit).
• Apply eligibility rules for revenue line items; overrides may exclude or include additional billing types.

You must audit results before issuing pay. The Service is not a substitute for professional accounting, tax, or labor compliance services. AstraLogixTMS disclaims liability for misapplied overrides, misclassified earnings, or configuration errors.

13. Timezones & Date Calculations

All date calculations rely on your configured company timezone. If unset or incorrect:

• Pay period boundaries may shift.
• Delivered timestamps may map incorrectly.
• Reporting views may misalign with statutory filing dates.

You bear responsibility for verifying timezone accuracy.

14. Data Retention & Backups

We endeavor to maintain reasonable backup and redundancy measures. However:

• No guarantee of perpetual retention is provided.
• Deleted data may not be recoverable.
• Regulatory retention obligations (e.g., DOT log history) are solely your responsibility.

Export critical data periodically for your compliance archives.

15. Security

We implement commercially reasonable technical and organizational safeguards. You agree to:

• Use strong passwords and rotate credentials as recommended.
• Restrict internal access on a need-to-know basis.
• Promptly install updates and follow security guidance we provide.
• Not disclose vulnerabilities publicly before responsible disclosure to us.

Report suspected vulnerabilities to: [email protected].

16. Confidentiality

"Confidential Information" includes non-public business logic, architecture notes, pricing, or product roadmaps. You will:

• Use at least reasonable care to secure such information.
• Not disclose without prior written consent.

Exclusions: Information already public, independently developed, or rightfully received from a third party without restriction.

17. Privacy

Personal data processing is governed by our Privacy Policy. The Service is offered only to businesses in Canada and the United States. We do not target or intend to offer the Service to residents of the EU/EEA/UK, and a GDPR/UK GDPR Data Processing Addendum is not provided.

Canadian and U.S. privacy compliance: We aim to adhere to applicable Canadian privacy laws (including PIPEDA and substantially similar provincial statutes such as Alberta PIPA and, where applicable, Quebec Law 25) and applicable U.S. state privacy laws for business services (e.g., CCPA/CPRA and similar state laws), to the extent they apply to our operations.

18. Service Availability & Maintenance

We strive for high availability but:

• Planned maintenance may occur with or without notice.
• Emergency downtime may be required to address security or integrity concerns.
• Features labeled "Beta", "Preview", or "Experimental" may change, degrade, or be removed without liability.

19. Modification of the Service

We may enhance, revise, or discontinue features. Material deprecation that substantially impairs core load or payroll functionality will be communicated in advance when reasonably feasible.

20. Changes to Terms

We may update these Terms periodically. Material changes will be posted with a revised Effective Date or communicated via in-app notices/email. Continued use after changes constitutes acceptance. If you object, you must stop using the Service.

21. Suspension & Termination

We may suspend or terminate access if:

• You materially breach these Terms.
• Required fees remain unpaid after any applicable grace period.
• Your use poses security, legal, or reputational risk.

Upon termination:

• License rights cease immediately.
• You may request a data export within 30 days (unless prohibited by law or breach severity).
• Sections intended to survive (e.g., IP, confidentiality, disclaimers, limitation of liability, indemnification) will continue.

22. Warranties & Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR CONTINUITY OF OPERATIONS.

We do not warrant:

• Accuracy of payroll, mileage, or revenue calculations.
• Regulatory compliance validity for generated documents.
• Uninterrupted or error-free operation.

You assume all risks arising from reliance on automated computations or parsed override inputs.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• ASTRALOGIXTMS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION).
• IN NO EVENT WILL OUR AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU TO ASTRALOGIXTMS IN THE SIX (6) MONTHS PRECEDING THE CLAIM OR $100 IF NO SUCH PAYMENTS WERE MADE.

Some jurisdictions do not allow certain exclusions—those limitations may not fully apply to you.

24. Indemnification

You agree to indemnify, defend, and hold harmless AstraLogixTMS and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your data content or misuse.
• Violation of laws/regulations (transportation, payroll, tax, safety).
• Infringement of third-party rights (IP, privacy, publicity).
• Unauthorized access resulting from your failure to maintain security practices.

We reserve the right to assume exclusive defense; your cooperation is required.

25. Export & Regulatory Compliance

You will not export, re-export, or transfer the Service in violation of applicable export controls or other laws. You represent you are not a prohibited or restricted party.

26. Governing Law; Venue

These Terms and any related disputes are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The exclusive venue and jurisdiction for all disputes shall be the courts located in the Province of Alberta, Canada, and you consent to their jurisdiction.

27. Electronic Communications & Notices

You consent to receive notices electronically via:

• In-app banners or dashboards.
• Email sent to your registered address.

Such notices satisfy legal requirements that communications be "in writing."

28. Force Majeure

We are not liable for delays or failures due to causes beyond reasonable control (e.g., natural disasters, labor disputes, infrastructure failures, cyberattacks, governmental actions).

29. Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign in connection with merger, acquisition, or sale of assets.

30. Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full effect. An unenforceable term shall be modified only to the minimum extent necessary to become enforceable.

31. Entire Agreement

These Terms, together with any Order Forms, Privacy Policy, and supplemental product notices, constitute the entire agreement between you and AstraLogixTMS regarding the Service and supersede prior representations or agreements.

32. No Waiver

Failure to enforce any provision does not constitute a waiver. Any waiver must be in writing and explicitly reference the waived provision.

33. Contact Information

For questions, compliance inquiries, or legal notices:

34. Acknowledgment

BY CONTINUING TO ACCESS OR USE THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS.