Syntelli TMS Terms of Service

1. Business SaaS Platform

Syntelli TMS is a transportation management software platform for operational workflows such as dispatch, driver management, facilities, documents, GPS visibility, status updates, invoicing, expenses, payments, reporting, settlements, subscriptions, and related logistics functionality. The Services are software tools only. Syntelli TMS is not a motor carrier, freight broker, freight forwarder, shipper, factoring company, payment processor, insurer, law firm, tax advisor, payroll provider, compliance consultant, or government agency.

2. Customer Responsibilities

Customer is solely responsible for:

• the accuracy, legality, ownership, and use of all data entered or uploaded into the Services;
• its carrier, broker, shipper, receiver, driver, employee, contractor, customer, tax, safety, labor, privacy, and transportation compliance obligations;
• all load details, rates, invoices, payment records, settlements, payroll estimates, deductions, expenses, documents, and reports generated through the Services;
• obtaining required notices, authorizations, and consents, including for driver GPS/location tracking and monitoring;
• configuring users, roles, security controls, passwords, and access permissions;
• reviewing outputs, calculations, mileage estimates, payment estimates, invoice details, and reports before relying on them; and
• ensuring its users comply with these Terms and all applicable laws.

3. Accounts, Users, and Security

Customers must provide accurate account information and keep login credentials confidential. Customers are responsible for all activity under their workspace and user accounts. We may suspend or restrict accounts for security concerns, suspected misuse, nonpayment, legal risk, or violations of these Terms.

4. Subscription Plans, Fees, and Payment

Paid plans are billed according to the subscription plan selected at checkout or otherwise agreed in writing. Billing may be processed through Stripe or another payment provider. By subscribing, Customer authorizes recurring charges for applicable fees, taxes, and approved add-ons. Fees are non-refundable except where required by law or expressly agreed in writing by Syntelli.

We may change pricing, features, limits, or plan structure with notice. Promotional discounts apply only according to their stated terms and may expire, be limited, or be discontinued. Failure to pay may result in suspension, downgrade, feature restriction, or termination.

5. Plan Limits and Enforcement

Subscription plans may include limits on users, drivers, active loads, documents, storage, API usage, features, support level, integrations, or other usage. We may enforce plan limits, require an upgrade, charge overage or add-on fees, or restrict usage that exceeds plan limits.

6. Customer Data and License to Operate the Services

Customer retains ownership of its business data, subject to the rights granted in these Terms. Customer grants Syntelli a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and use Customer Data as necessary to provide, secure, support, improve, and operate the Services; comply with law; prevent abuse; and enforce these Terms.

7. Uploaded Documents and Records

Customers and users are responsible for all uploaded files, including BOLs, PODs, lumper receipts, scale tickets, rate confirmations, invoices, photos, and other documents. Syntelli does not guarantee that uploaded documents satisfy any legal, evidentiary, regulatory, billing, factoring, broker, shipper, carrier, or court requirements. Customers must review and retain records as required by their own policies and applicable law.

8. GPS, Mileage, Payday, and Settlement Features

GPS, mileage, payday, driver pay, settlement, and estimated pay features are operational tools and may rely on user-entered data, address data, GPS availability, third-party mapping, system configuration, and customer pay settings. Estimates may be inaccurate or incomplete. Customer is solely responsible for final payroll, settlement, tax, deduction, reimbursement, wage, employment, contractor, and compliance decisions.

9. Integrations and Third-Party Services

The Services may integrate with third-party providers such as Stripe, Resend, Google Cloud, Google Maps, QuickBooks, email providers, analytics providers, or other vendors. Third-party services are governed by their own terms and privacy policies. We are not responsible for third-party outages, errors, billing, data handling, or changes.

10. Acceptable Use

Customer and users must not:

• use the Services for unlawful, fraudulent, deceptive, harmful, or abusive purposes;
• attempt to access data, accounts, systems, or workspaces without authorization;
• upload malware, malicious code, unlawful content, infringing content, or content they do not have rights to use;
• interfere with, reverse engineer, scrape, overload, or bypass security of the Services;
• use the Services to violate transportation, broker, privacy, labor, safety, payment, tax, or other laws; or
• misrepresent Syntelli TMS as a carrier, broker, shipper, government agency, financial institution, or legal/tax/payroll advisor.

11. Intellectual Property

Syntelli and its licensors retain all rights in the Services, software, code, designs, workflows, dashboards, APIs, documentation, trademarks, trade names, and related intellectual property. No rights are granted except the limited right to use the Services under these Terms.

12. Confidentiality

Non-public business, technical, pricing, security, operational, and customer information disclosed through the Services may be confidential. Each party must use reasonable care to protect confidential information and may use it only for purposes permitted by these Terms, unless disclosure is required by law.

13. Service Availability and Changes

We may modify, suspend, discontinue, or update features at any time. We do not guarantee uninterrupted, error-free, or permanent availability. Maintenance, outages, third-party issues, security incidents, internet failures, and cloud provider disruptions may affect service.

14. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND RELIABILITY. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, OR THAT OUTPUTS WILL BE ACCURATE OR COMPLIANT WITH ANY SPECIFIC LEGAL, BUSINESS, TAX, PAYROLL, BROKER, CARRIER, FACTORING, OR ACCOUNTING REQUIREMENT.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNTELLI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR LOST PROFIT DAMAGES; LOST REVENUE; LOST DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR TRANSPORTATION, PAYMENT, PAYROLL, COMPLIANCE, OR OPERATIONAL LOSSES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SYNTELLI FOR THE SERVICES IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER.

16. Indemnification

Customer will defend, indemnify, and hold harmless Syntelli from claims, damages, liabilities, penalties, losses, costs, and expenses arising from Customer Data, user activity, loads, documents, invoices, settlements, payments, driver tracking, customer operations, violation of law, breach of these Terms, third-party disputes, or misuse of the Services.

17. Termination and Suspension

Customer may stop using the Services or cancel a subscription according to the billing process. We may suspend or terminate access for nonpayment, security risk, abuse, legal risk, violation of these Terms, or discontinuation of the Services. After termination, access may be disabled and data may be retained or deleted according to our Privacy Policy, backup practices, legal obligations, and operational requirements.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of Illinois, without regard to conflict-of-law rules. To the maximum extent permitted by law, disputes must be resolved individually and not as a class action. Any arbitration, venue, jurisdiction, or small-claims provisions may be updated or supplemented by a written agreement with Customer. Some jurisdictions may not allow certain limitations, so some provisions may not apply to you.

19. Changes to These Terms

We may update these Terms from time to time. The “Last updated” date indicates the latest revision. Continued use of the Services after updates means you accept the updated Terms.

20. Contact

Syntelli Freight Systems Inc.
Email: legal@syntellitms.com
Support: https://www.syntellitms.com/support