Terms of service.

1. Acceptance

• These Terms of Service (“Terms”) are an agreement between CarShipDesk (“CarShipDesk”, “we”, “us”) and the brokerage or other business that signs up for CarShipDesk (“Customer” or “you”).
• You accept these Terms when you check the box or click to accept them, sign an order form that refers to them, or access or use the Service, whichever happens first.
• The person who accepts confirms that they have authority to bind the Customer. A person without that authority must not accept these Terms or use the Service.
• These Terms include the Acceptable Use Policy, the Data Processing Addendum and the Messaging Policy. If an order form signed by both parties conflicts with these Terms, the order form controls for that order.

2. The service

• CarShipDesk is hosted software for auto-transport brokerages: lead intake, quoting, orders, dispatch records, customer and carrier directories, payment records, reports and related features, as described on our website and in the product (the “Service”).
• CarShipDesk is software only. It is not a broker, a carrier, a freight forwarder, a load board or a payment processor. It does not arrange transportation, never takes possession of a vehicle, and is not a party to any contract between you and your customers or your carriers.
• Payments you collect from customers, and payments you make to carriers, run through your own payment processor account (for example, your own Stripe account), with you as the merchant of record. CarShipDesk never receives or holds those funds and is not a party to those payments, or to any refund, chargeback or dispute about them.
• We improve the Service over time and may add, change or remove features. If we remove a feature in a way that materially reduces the Service, we will tell you in advance where practical, and you may cancel under section 10. Features described as coming, in development or “when enabled” are not part of the Service until we release them.

3. Eligibility and verification

• The Service is for businesses in the United States that operate, or are setting up, an auto-transport brokerage, and for their staff. Anyone accepting these Terms must be at least 18.
• We may ask you to show active FMCSA property-broker authority, a broker surety bond or trust fund on file, and other information about your business, and we may check public records such as FMCSA registration data.
• While verification is pending, your account may be marked “under review”, with limited features (for example, limits on live payments, outbound messages or connected integrations).
• We may decline an application, or suspend or end access, if verification fails, if information you gave us is false or out of date, or if your authority, bond or trust lapses. Tell us promptly if any of them changes.

4. Accounts and users

• You may let your employees and contractors (“Users”) use the Service under your account. You are responsible for your Users and for everything done under your account.
• Your organization’s owners decide who has access, each person’s role and what each person can do. Those decisions are yours.
• Each User signs in individually and must not share a sign-in. You are responsible for keeping credentials confidential and for turning on multi-factor authentication where the Service or our sign-in provider offers it.
• Tell us promptly at hello@carshipdesk.com if you believe an account has been compromised or used without authorization.

5. Customer data

• “Customer Data” means the data you and your Users enter into or connect to the Service, including records about your customers, vehicles, shipments, carriers, prices, messages and staff.
• You own Customer Data. You give CarShipDesk a limited, non-exclusive right to host, copy, process and display Customer Data only as needed to provide, secure and support the Service, to prevent abuse, and as the law requires. The Data Processing Addendum governs how we process personal data within Customer Data.
• We do not sell Customer Data, do not use it for advertising, and never share one customer’s records, carriers or prices with another customer.
• We collect technical data about how the Service runs, such as feature use, errors and performance, and use it to operate, secure and improve the Service. We do not disclose it in a form that identifies you or any person.
• You are responsible for the accuracy and lawfulness of Customer Data, and for having the rights and consents needed to enter it and to let us process it.
• During the term you can export Customer Data with the export features in the Service or by asking us at hello@carshipdesk.com. For 30 days after termination we will, on request, make Customer Data available for export. After that period we delete it from the Service, except for data the law requires us to keep; copies in backups are deleted as those backups expire on their normal schedule.

6. Your responsibilities and compliance

You alone are responsible for running your brokerage and for complying with the laws that apply to it, including:

• FMCSA and U.S. Department of Transportation rules for property brokers, including registration, financial security and the records brokers must keep;
• the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, Do Not Call rules and state telemarketing and texting laws, including getting and documenting consent before you call or text anyone, and honoring opt-outs;
• registering your business and messaging campaigns (10DLC) through your own telephony provider before you send texts;
• keeping the records the law requires, for as long as it requires, whether or not the Service keeps a copy;
• the accuracy of your quotes, contracts, disclosures, dispatch terms and invoices, including any disclosures and consents the law requires before your customers sign or receive records electronically;
• consumer-protection, privacy and data-security laws that apply to your customers’ information, including any privacy notice you must give them.

The Service provides tools. It does not give legal, tax or compliance advice, and its templates, defaults and checks do not guarantee that you comply with any law.

7. Third-party services

• The Service can connect to services you choose, such as Central Dispatch, Super Dispatch, RingCentral, Stripe and email providers (“Third-Party Services”). Those are your own accounts, governed by your agreements with those providers, and those providers bill you directly.
• When you connect a Third-Party Service, you authorize us to access it and exchange data with it on your behalf. You confirm that you hold the rights to use the credentials you connect and that the connection is allowed under that provider’s terms.
• We are not responsible for the availability, accuracy, security, pricing or actions of any Third-Party Service, or for changes a provider makes that affect a connection. If a provider changes or withdraws its interface, we may have to change or stop that connection.

8. Acceptable use

• You and your Users must follow the Acceptable Use Policy, and the Messaging Policy for calls and texts.
• You must not resell or sublicense the Service unless we agree in writing; copy, modify or create derivative works of it; reverse engineer it except where the law allows; use it to build a competing product; or get around its security or usage limits.

9. Fees and payment

• Fees are those on our pricing page when you subscribe, or in an order form: currently $300 per month per brokerage plus $60 per seat per month.
• Fees are billed monthly in advance and charged to the payment method on file, or invoiced if we agree. You authorize us, through our payment processor, to charge that payment method when fees are due.
• Seat changes during a billing period are prorated, and the prorated amount appears on the next invoice.
• Fees are non-refundable, except where these Terms say otherwise or the law requires a refund.
• Fees do not include taxes. You pay any sales, use, value-added or similar taxes on the fees, other than taxes on our income.
• If a payment fails or is overdue, we will notify you. If it is still unpaid 10 days after that notice, we may suspend the Service until it is paid.
• We may change our fees with at least 30 days’ notice. New fees apply from the first billing period that starts after the notice period. If you do not agree, you may cancel before then.
• Third-Party Services bill you directly; their charges are not part of our fees.

10. Term, suspension and termination

• Your subscription runs month to month and renews automatically at the start of each billing period until it is cancelled.
• Either party may cancel before the next renewal. Cancellation takes effect at the end of the current billing period. To cancel, use the Service where it offers cancellation or write to hello@carshipdesk.com.
• Either party may end these Terms by notice if the other materially breaches them and does not cure the breach within 15 days after notice.
• We may suspend access immediately, in whole or in part, if your use poses a security risk to the Service or to others, if fees remain unpaid after notice under section 9, if you or your Users breach the Acceptable Use Policy, or if the law requires it. We will tell you why, limit the suspension to the affected users or features where practical, and restore access promptly once the issue is resolved.
• When these Terms end, your right to use the Service ends, unpaid fees become due, and the export and deletion rules in section 5 apply. Sections that by their nature should survive termination survive it, including sections 5, 9 (for fees owed), and 11 to 18.

11. Confidentiality

• “Confidential Information” means non-public information that one party (the discloser) shares with the other (the recipient) and that is marked confidential or should reasonably be understood to be confidential. Customer Data is your Confidential Information. Non-public information about the Service, and the terms of any order form, are ours.
• The recipient uses Confidential Information only to perform under these Terms, protects it with at least reasonable care, and shares it only with employees, contractors and advisers who need it for that purpose and are bound by duties of confidentiality at least as protective as these.
• These duties do not apply to information that is or becomes public through no fault of the recipient, that the recipient already knew without restriction, that it develops independently, or that it rightfully receives from a third party without restriction.
• The recipient may disclose Confidential Information where the law requires, after giving the discloser prompt notice where lawful so it can seek protection.

12. Intellectual property and feedback

• CarShipDesk and its licensors own the Service, including its software, design, documentation and trademarks, and all improvements to it. During the term we grant you a non-exclusive, non-transferable right for your Users to use the Service for your internal business operations, under these Terms. No other rights are granted.
• You own Customer Data, as set out in section 5.
• If you give us suggestions or feedback about the Service, we may use them freely, without any obligation to you.

13. Warranties and disclaimer

• Each party confirms that it has the authority to enter into these Terms.
• Except as these Terms expressly state, the Service is provided “as is” and “as available”. To the fullest extent the law allows, CarShipDesk disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement.
• In particular, we do not guarantee that the Service will be uninterrupted or error-free; the availability of, or any result from, a load board or other Third-Party Service; that any email, text or call will be delivered; the outcome of any payment, refund, chargeback or dispute; or any shipment outcome, including a carrier’s performance, damage, delay or loss.
• Quotes, estimates, reports and analytics in the Service are tools for your own decisions, and you remain responsible for those decisions.

14. Limitation of liability

• To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, business or goodwill, arising out of or relating to these Terms, even if it was told such damages were possible.
• Each party’s total liability arising out of or relating to these Terms is limited to the fees you paid to CarShipDesk under these Terms in the 12 months before the event that gave rise to the liability.
• These limits do not apply to your obligation to pay fees, to amounts payable under the indemnities in section 15, to your breach of section 8, to a party’s fraud, gross negligence or wilful misconduct, or to liability that the law does not allow to be limited.

15. Indemnities

• By you. You will defend CarShipDesk and its officers, employees and contractors against any third-party claim, and pay the resulting damages, fines, settlements and reasonable legal fees, to the extent the claim arises from: your brokerage operations, including your shipments, quotes, contracts, customers, carriers and the payments you collect or make; Customer Data, or our processing of it in line with these Terms; calls, texts or emails that you or your Users send or cause to be sent, including claims under the TCPA, the CAN-SPAM Act or state telemarketing and texting laws; or a breach of these Terms or of the law by you or your Users.
• By us. We will defend you against any third-party claim that the Service, as we provide it and used in line with these Terms, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and pay the resulting damages, settlements and reasonable legal fees. This does not cover claims arising from Customer Data, Third-Party Services, combinations with anything we did not provide, changes we did not make, or use in breach of these Terms. If the Service is, or we believe it may be, the subject of such a claim, we may get you the right to keep using it, modify it so it no longer infringes, or, if neither is reasonable, end your subscription and refund any prepaid fees for the unused period.
• Process. The party seeking a defense must notify the other promptly, give it control of the defense and settlement, and cooperate reasonably at its expense. No settlement may impose an obligation or admission on the defended party without its consent, which it will not unreasonably withhold.

16. Disputes and governing law

• Before starting any claim, a party must first write to the other describing the dispute (to us at hello@carshipdesk.com), and both will try in good faith to resolve it. If it is not resolved within 30 days, either party may proceed.
• These Terms are governed by the laws of the state in which CarShipDesk has its principal place of business and by the applicable federal law 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.
• Any lawsuit arising out of or relating to these Terms must be brought only in the state or federal courts with jurisdiction over CarShipDesk’s principal place of business, and each party consents to those courts’ personal jurisdiction. Either party may seek an injunction or other equitable relief in any competent court to protect its intellectual property or Confidential Information.

17. Changes to these terms

• We may update these Terms. We will give at least 30 days’ notice of a material change, by email to your organization’s owners or in the Service, before it takes effect. A change the law requires may take effect sooner, as the law requires.
• The dates at the top of this page show when the current version took effect. If you continue to use the Service after a change takes effect, you accept the updated Terms. If you do not agree, you may cancel before the change takes effect.

18. General

• Assignment. Neither party may assign these Terms without the other’s written consent, except that either party may assign them, with notice, to a successor in a merger, acquisition or sale of all or substantially all of its business or assets.
• Force majeure. Neither party is liable for a delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, government action, or failures of the internet, utilities or third-party hosting and telecommunications providers.
• Notices. Notices to CarShipDesk go by email to hello@carshipdesk.com. Notices to you go by email to your organization’s owners or appear in the Service. A notice sent by email takes effect when it is sent, unless the sender learns that it was not delivered.
• Relationship. The parties are independent contractors. These Terms create no partnership, agency or employment relationship and give no rights to any third party.
• Entire agreement. These Terms, the documents they include and any order form are the entire agreement between the parties about the Service and replace any earlier agreement on that subject. Terms in a purchase order or similar document do not apply.
• Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent possible and the rest of these Terms stays in effect. A failure to enforce a provision is not a waiver of it.
• Contact. Questions about these Terms: hello@carshipdesk.com.