Terms of Service

Status. The operating entity for DispatchTrace is in formation. The bracketed items below are completed once registration is final; until then they are shown as placeholders rather than left to imply something that is not yet true.

1. Acceptance of these Terms

These Terms of Service ("Terms") are a binding agreement between [legal entity name], a [state] limited liability company ("DispatchTrace," "we," "us"), and the company or individual that holds an account for, or uses, the DispatchTrace transportation management platform at dispatchtrace.com and any related applications (the "Service") ("Customer," "you").

By accepting these Terms, creating or accepting an invitation to an account, paying an invoice, or otherwise using the Service, you accept these Terms. If you accept on behalf of a company, you confirm that you have authority to bind that company, and "you" means that company.

If you do not agree to these Terms, do not use the Service.

The Service is intended for business use by motor carriers, brokers and their staff in the United States. It is not offered to consumers or to anyone under 18.

Access is by invitation. There is no self-service signup. We create the company account and invite its first administrator; that administrator invites everyone else. We may decline to open an account.

2. Definitions

• "Authorized User" means an employee, contractor or agent of Customer whom Customer allows to use the Service under Customer's account.
• "Customer Data" means all data, files and content that Customer or its Authorized Users upload to or generate in the Service, including load, dispatch, driver, equipment, settlement, fuel, toll, invoice and document data.
• "Documentation" means the user guides, help articles and release notes we make available for the Service.
• "Order" means the subscription details for Customer's account — the rate, any agreed variation to the standard rate, and the start date — as confirmed by us in writing when the account is opened or as later agreed in writing.
• "Third-Party Services" means products and services not provided by DispatchTrace that connect to or exchange data with the Service, such as ELD and telematics providers.

3. Accounts and Authorized Users

Account. Customer must provide accurate, complete and current registration information and keep it updated. Each account is for one legal entity; affiliated companies need their own account and are invoiced separately unless the Order says otherwise.

Credentials. Customer is responsible for keeping login credentials confidential and for all activity under its account, whether or not authorized. Multi-factor authentication is required for every user and must not be circumvented or shared. Customer must notify us promptly at support@dispatchtrace.com of any suspected unauthorized access.

Authorized Users. Customer may invite Authorized Users and is responsible for their compliance with these Terms. Accounts are personal to each individual and must not be shared between people.

Driver and employee data. Drivers do not hold accounts. Customer uploads and maintains driver records in the Service and is responsible for obtaining any consent or giving any notice required for the collection and use of driver, employee and equipment data, including location and odometer data received from an ELD provider Customer connects.

4. Subscription, Fees and Payment

4.1 Fees

The standard rate is $100 per month per company, plus $1 for each load created in the account during that month. There is no per-seat fee, no per-truck fee and no tier — every module is included. The base fee is pro-rated for a company created part-way through a month.

We may agree a different rate with Customer in writing, in which case the rate in the Order applies for that account. All fees are in U.S. dollars.

There is no free trial and no setup fee.

4.2 Invoicing and payment

Invoices are issued on the first day of each month for the previous month's base fee and loads, and are due within 10 days of the invoice date. Payment is arranged directly between the parties by the method stated on the invoice; the Service does not store card details and does not charge a payment method automatically.

Late payment. If payment is not received within 10 days after the due date, we may suspend access until the account is paid. Amounts more than 30 days overdue may accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower, plus reasonable collection costs.

No prepayment, no refunds. Fees are invoiced after the service has been provided, so we do not hold prepaid fees. Invoiced fees are non-refundable except where these Terms say otherwise or the law requires it.

Taxes. Fees exclude sales, use and similar taxes. Customer is responsible for such taxes, other than taxes on our income. If we are required to collect tax, it will be added to the invoice.

4.3 Price changes

We may change the standard rate with at least 30 days' notice by email to the account owner or by a notice in the Service. A change applies to the first full month beginning after the notice period ends. If Customer does not accept the new rate, it may cancel under section 13 before the change takes effect.

5. Customer Data

Ownership. Customer owns Customer Data. Nothing in these Terms transfers ownership of Customer Data to DispatchTrace.

Our use. Customer grants us a non-exclusive, worldwide licence to host, copy, process, transmit and display Customer Data only as needed to provide, support, secure and improve the Service, and as otherwise permitted by these Terms. We do not sell Customer Data and do not share it with third parties except our hosting and service providers under confidentiality obligations, Third-Party Services that Customer connects, or where required by law. The providers we use are listed in our Privacy Policy.

Aggregated data. We may create and use statistics derived from Customer Data that do not identify Customer, its drivers, its customers or any individual, including for benchmarking and product improvement.

Customer responsibilities. Customer is responsible for the accuracy, legality and completeness of Customer Data and for having the rights and consents needed to upload it, including driver and employee data. Customer must not upload data it is not permitted to share.

Security. We maintain administrative, technical and physical safeguards designed to protect Customer Data, including encryption of data in transit, required multi-factor authentication, role-based access control and daily backups. Our Privacy Policy describes these in more detail. No system is fully secure, and Customer must keep its own copies of records it is legally required to retain — for example IFTA, IRP, hours-of-service and payroll records.

Export and deletion. Customer may export its records at any time during the subscription in the formats the Service supports. For 30 days after termination, Customer may request an export. After that period we may delete Customer Data from active systems; backup copies are deleted in the ordinary course within 30 days. We may retain data longer where required by law or to resolve a dispute.

Privacy. Our Privacy Policy explains how we handle personal information and is part of these Terms.

6. Acceptable Use

Customer and its Authorized Users may use the Service only for Customer's internal business operations and in compliance with these Terms and applicable law. Customer must not, and must not allow anyone to:

• resell, sublicense, rent or provide the Service to any third party, or use it to operate a service bureau for other companies;
• share one account among multiple companies or unaffiliated fleets, or share a login between individuals;
• copy, modify, translate or create derivative works of the Service or its Documentation;
• reverse engineer, decompile or otherwise attempt to obtain the source code, data models or algorithms of the Service;
• use automated scripts, bots, scrapers or bulk export tools against the Service other than through interfaces we provide for that purpose;
• probe, scan or test the vulnerability of the Service, bypass access controls or interfere with its operation;
• upload malware, unlawful content, or data that infringes the rights of others;
• use the Service to build a competing product, or benchmark it for publication without our written consent;
• use the Service in violation of FMCSA, DOT, tax or employment law, or to falsify records.

We may investigate suspected violations and may suspend or terminate access, in addition to any other remedy.

7. Intellectual Property and Feedback

Our rights. The Service, its software, design, databases, Documentation, trademarks (including the DispatchTrace name and logo) and all improvements are owned by DispatchTrace or its licensors and are protected by U.S. and international intellectual property law. Customer receives only the limited right to use the Service during the subscription as described in these Terms. All rights not expressly granted are reserved.

No implied licence. Nothing in these Terms grants Customer any right to use our trademarks or to access the Service after the subscription ends.

Feedback. If Customer or an Authorized User sends us suggestions, feature requests or other feedback, we may use it without restriction or payment, and it does not create any confidentiality obligation on our part. Feedback does not give Customer any rights in the Service or in features we build.

Third-party components. The Service includes open-source and third-party components licensed under their own terms, which we will identify on request.

8. Third-Party Services and Integrations

The Service connects to the Third-Party Services we support from time to time. Today that means ELD providers — Customer selects its provider and supplies its own API key — from which we read vehicle position and odometer readings. Other external data, such as fuel and toll transactions and factoring payment reports, is brought in by file import or document upload rather than a live connection. The platform page states what is connected at any given time; we do not claim a connection we have not built.

Customer's choice. Customer decides which Third-Party Services to connect and is responsible for its own agreements with those providers, including their fees, terms and privacy practices. By connecting a Third-Party Service, Customer authorizes us to exchange Customer Data with it as needed for the integration.

No responsibility. We do not control Third-Party Services and are not responsible for their availability, accuracy, security or changes. If a provider changes or discontinues its interface, the related feature of the Service may stop working, and that is not a breach of these Terms.

Data from third parties. Mileage, positions, odometer readings, fuel prices, toll amounts and similar information obtained from Third-Party Services or imported files are provided as received. Customer is responsible for verifying them before relying on them for billing, payroll or compliance.

9. Support, Onboarding and Availability

Support. We provide support by email at support@dispatchtrace.com during U.S. business hours, excluding U.S. federal holidays. We aim to respond within one business day. We do not offer telephone support.

Onboarding. Onboarding is included at no additional charge and covers account setup and import of driver, truck and trailer records from spreadsheets. There is no setup fee and no implementation project.

Availability. We aim to keep the Service available continuously and to schedule maintenance outside U.S. business hours where practical. We do not guarantee a particular uptime percentage and do not offer service credits unless an Order says otherwise. We are not responsible for interruptions caused by Third-Party Services, hosting or network providers, or events outside our reasonable control.

Changes to the Service. We regularly improve the Service and may add, change or remove features. If a change materially reduces functionality Customer is paying for, Customer may cancel under section 13 without notice period and will be invoiced only for the period before cancellation takes effect.

Beta features. Features labelled beta, preview or early access are provided as-is and may change or be withdrawn.

10. Disclaimers

Tool, not advice. The Service is a software tool that organizes and calculates information Customer enters, imports or connects. DispatchTrace does not provide legal, tax, accounting, regulatory, safety or financial advice. Mileage and fuel summaries, driver settlements and pay calculations, invoices, factoring reports, tax reports, document extractions produced with the help of automated tools, and maintenance and document-expiry reminders are only as accurate as the data behind them.

Customer remains responsible. Customer is solely responsible for verifying all figures before filing, paying, invoicing or reporting, and for its own compliance with FMCSA, DOT, IRS, state tax and employment requirements. Use of the Service does not shift any of those obligations to DispatchTrace.

No warranty. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, DISPATCHTRACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NOT BE LOST.

Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to Customer.

11. Limitation of Liability

No indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, DISPATCHTRACE AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST LOADS, LOST DATA, BUSINESS INTERRUPTION, FINES, PENALTIES, TAX ASSESSMENTS, INTEREST, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE FEES CUSTOMER PAID TO DISPATCHTRACE FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Basis of the bargain. These limitations apply even if a remedy fails of its essential purpose. They reflect the allocation of risk on which our pricing is based, and Customer acknowledges that the Service would not be offered at these fees without them.

Exceptions. Nothing in these Terms limits liability that cannot be limited by law, including for fraud or wilful misconduct.

Claims period. Any claim against DispatchTrace must be brought within one (1) year after it arises or it is permanently barred, where the law allows.

12. Indemnification

By Customer. Customer will defend, indemnify and hold harmless DispatchTrace and its members, managers, employees and contractors from and against any third-party claims, and related losses, damages, penalties, costs and reasonable attorneys' fees, arising out of or related to: (a) Customer Data, including claims that it infringes or misappropriates a third party's rights or was collected without required consent; (b) Customer's or its Authorized Users' use of the Service in violation of these Terms or applicable law; (c) Customer's relationships with its drivers, customers, brokers, factoring companies and other third parties; or (d) tax, regulatory or payroll obligations of Customer.

By DispatchTrace. We will defend Customer against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a U.S. patent, copyright or trademark, and pay damages and costs finally awarded or agreed in settlement. If such a claim is made or appears likely, we may modify the Service, obtain a licence, or, if neither is commercially reasonable, terminate the affected Service without further charge to Customer. This obligation does not apply to claims arising from Customer Data, Third-Party Services, modifications not made by us, or use in violation of these Terms. This section states our entire liability for infringement claims.

Procedure. The indemnified party must promptly notify the other party of the claim, give it sole control of the defense and settlement (provided no settlement admits fault or imposes obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

13. Term, Suspension and Termination

Term. These Terms apply from the date Customer first accepts them and continue for as long as Customer has an account. The subscription runs month to month. There is no minimum term.

Termination by Customer. Customer may cancel at any time by written notice to support@dispatchtrace.com, giving 30 days' notice. There is no cancellation fee. Access continues through the notice period, and the final invoice covers the base fee, pro-rated to the end of that period, and any loads created during it. There is no self-service cancellation control in the Service; written notice to support is the mechanism.

Termination by DispatchTrace. We may terminate these Terms on 30 days' written notice for convenience, or immediately if Customer materially breaches these Terms and does not cure within 10 days after notice, becomes insolvent, or uses the Service unlawfully.

Suspension. We may suspend access, in whole or part, without prior notice where reasonably necessary to prevent harm to the Service, other customers or third parties, to address a security incident, to comply with law, or for non-payment as described in section 4. We will restore access promptly once the issue is resolved.

Effect. On termination, Customer's right to use the Service ends, invoices issued and fees accrued through the effective date remain due, and Customer Data is handled as described in section 5.

Survival. Sections 5 (as to data export and retention), 7, 10, 11, 12, 14 and 15, and any payment obligations, survive termination.

14. Governing Law, Arbitration and Class Action Waiver

Governing law. These Terms are governed by the laws of the State of [state] and the federal laws of the United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before starting arbitration or a lawsuit, the party with a dispute will send written notice describing it to the other party (support@dispatchtrace.com for notices to us). The parties will try in good faith to resolve the dispute within 30 days after the notice.

Binding arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by one arbitrator, in English, and may be held by video conference; if an in-person hearing is required, it will take place in [city, state]. The arbitrator's award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this section.

Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information or to stop unauthorized use of the Service.

Class action waiver. CUSTOMER AND DISPATCHTRACE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE CUSTOMER.

Jury waiver. To the extent a dispute proceeds in court rather than arbitration, each party waives any right to a jury trial, and the state and federal courts located in [county, state] will have exclusive jurisdiction.

15. General

Changes to these Terms. We may update these Terms from time to time. For material changes we will give at least 30 days' notice by email to the account owner or by a notice in the Service. Changes take effect on the stated date; continued use after that date is acceptance. If Customer does not agree, it may cancel before the changes take effect.

Confidentiality. Each party will keep the other party's non-public business information confidential, use it only for purposes of these Terms, and protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law.

Publicity. We may identify Customer by name and logo as a customer in our marketing unless Customer asks us in writing not to.

Assignment. Customer may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all its assets, with notice to us. We may assign these Terms to an affiliate or a successor.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or hosting outages, acts of government, natural disasters or labor disputes, except for payment obligations.

Notices. Notices to us must be sent by email to support@dispatchtrace.com and, once registration is complete, to [registered address]. Notices to Customer may be sent to the email address on its account.

Relationship. The parties are independent contractors. These Terms create no partnership, joint venture, agency or employment relationship.

Export and sanctions. Customer will not use the Service in violation of U.S. export control or sanctions laws.

Entire agreement. These Terms, the applicable Order and the Privacy Policy are the entire agreement between the parties about the Service and replace all prior discussions. If an Order conflicts with these Terms, the Order controls for that Order only. Terms on Customer purchase orders or vendor forms do not apply.

Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent needed and the rest remains in effect. A party's failure to enforce a provision is not a waiver.

16. Contact

Questions about these Terms: support@dispatchtrace.com · dispatchtrace.com