Terms of Service

These Terms of Service ("Terms") govern your access to and use of the software, websites, and services made available by AXON TMS ("AXON," "we," "our," or "us"), including the platform hosted at axon-tms.com and its subdomains (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account, accessing, or using the Service, you represent that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not access or use the Service.

2. The Service

AXON provides a multi-tenant transportation management software platform for asset-based carriers, freight brokers, and container freight station warehouses. Features include dispatch management, brokerage operations, billing automation, driver location coordination through AXON Track, and integrations with third-party services. AXON may modify, add, or remove features of the Service from time to time.

3. Accounts

To use most features of the Service, you or your organization must create an account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date. You are responsible for safeguarding your account credentials and for all activity under your account. You agree to notify AXON immediately of any unauthorized use of your account.

4. Subscriptions and Fees

Use of the Service requires a paid subscription, except where AXON offers a free trial or evaluation period. Subscription fees, billing terms, and included features will be set out in the order form, quote, or online checkout you accept. Unless otherwise stated, fees are payable in advance, non-refundable, and exclusive of applicable taxes. AXON may suspend access to the Service for non-payment after providing reasonable notice.

5. Customer Data

You retain all rights, title, and interest in the data you and your users submit to the Service ("Customer Data"). You grant AXON a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely as necessary to provide the Service to you. You are responsible for the accuracy, quality, and legality of Customer Data and for ensuring you have all rights and consents needed to provide it to AXON.

6. Acceptable Use

You agree not to:

• Use the Service in violation of any applicable law or regulation.
• Send unsolicited commercial messages, spam, or content prohibited by 10DLC, CTIA, or carrier guidelines through any messaging feature of the Service.
• Attempt to gain unauthorized access to the Service, other accounts, or AXON's systems.
• Reverse engineer, decompile, or attempt to extract the source code of the Service.
• Resell, sublicense, or commercially exploit the Service without AXON's prior written consent.
• Use the Service to transmit malware, viruses, or other harmful code.
• Interfere with or disrupt the integrity or performance of the Service.
• Use the Service to track or surveil individuals without the legal consent required in their jurisdiction.

7. Intellectual Property

The Service, including all software, designs, logos, text, graphics, and other content (excluding Customer Data), is owned by AXON or its licensors and is protected by intellectual property laws. AXON grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms during your subscription period. AXON reserves all rights not expressly granted.

8. Third-Party Integrations

The Service may integrate with third-party services such as electronic logging device providers, accounting software, and shipment management platforms. Your use of those third-party services is subject to their own terms and privacy practices. AXON is not responsible for the availability, accuracy, or practices of any third-party service.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AXON DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXON SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY. AXON'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO AXON FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless AXON and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Service, your violation of these Terms, or your violation of any applicable law or third-party right.

12. Termination

These Terms remain in effect until terminated. Either party may terminate the subscription in accordance with the applicable order form. AXON may suspend or terminate your access to the Service immediately if you materially breach these Terms. Upon termination, your right to use the Service will end, and AXON will make Customer Data available for export for a reasonable period as set out in your order form.

13. Governing Law

These Terms are governed by the laws of the State of New York, United States, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in New York County, New York, and the parties consent to the jurisdiction of those courts.

14. Changes to These Terms

AXON may modify these Terms from time to time. We will post the updated Terms on this page and revise the Effective Date. Material changes will be communicated through the Service or by email. Your continued use of the Service after the effective date of any updated Terms constitutes your acceptance of the updated Terms.

15. Contact

Questions about these Terms should be directed to: