Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether as an individual driver, carrier, dispatcher, or other user) and XTMS Logistics ("Company," "we," "us," or "our"), governing your access to and use of our Transportation Management System platform, driver portal, mobile application, SMS dispatch services, and all related services (collectively, the "Services") available at xtmslogistics.com.

By creating an account, accessing the platform, or sending your first message, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

2. Description of Services

XTMS Logistics provides a cloud-based Transportation Management System offering the following core capabilities:

• Driver registration, credential verification, and onboarding management
• Automated load dispatch, assignment, and route optimization
• Real-time GPS fleet tracking and ELD (Electronic Logging Device) integration
• Secure SMS dispatch notifications, load assignment alerts, and OTP authentication
• Proof-of-delivery documentation and cryptographic asset tokenization
• Hours of Service (HOS) monitoring and FMCSA compliance reporting
• Carrier settlement and payment processing tools
• Audit logging and regulatory document management

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice.

3. Eligibility & Account Registration

Eligibility Requirements

To register for and use our Services, you must:

• Be at least 18 years of age
• Hold a valid Commercial Driver's License (CDL) issued by a U.S. state (for driver accounts)
• Be authorized to work as a commercial driver or transportation professional in the United States
• Have a valid U.S. mobile phone number capable of receiving SMS messages
• Not be prohibited from using the Services under applicable law

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Provide accurate, current, and complete registration information
• Update your information promptly if it changes
• Not share your account credentials with any third party
• Notify us immediately at [email protected] of any unauthorized access or security breach

4. SMS Messaging Terms

The following terms govern all SMS communications between XTMS Logistics and registered drivers and carriers. These terms comply with A2P 10DLC (Application-to-Person 10 Digit Long Code) messaging standards and CTIA guidelines.

4.1 Consent

SMS consent is obtained at the point of registration through an explicit unchecked checkbox. Consent to receive SMS messages is voluntary but required for full use of dispatch features. You may use the portal with limited functionality without providing SMS consent.

4.2 Message Frequency

Message frequency varies based on active logistics dispatches and account activity. During active dispatch periods, you may receive multiple messages per day. During inactive periods, messages may be infrequent or none at all.

4.3 Message & Data Rates

Message and data rates may apply. These charges are determined by your mobile carrier and plan. XTMS Logistics is not responsible for any charges assessed by your mobile carrier for sending or receiving SMS messages.

4.4 Opt-Out

You may cancel SMS service at any time by replying STOP to any message from XTMS Logistics. Upon receiving your STOP message, we will send a single confirmation message and remove your number from active dispatch notifications. You may re-subscribe at any time by texting START or through the driver portal settings.

4.5 Help

For assistance with SMS messaging, reply HELP to any message or contact [email protected].

4.6 Carrier Liability

Mobile carriers are not liable for delayed or undelivered SMS messages. XTMS Logistics is not responsible for message delivery failures caused by carrier network issues, device compatibility, or incorrect phone numbers provided by users.

4.7 Prohibited Use of SMS

You may not use our SMS services to send unsolicited messages, engage in phishing, impersonate XTMS Logistics, or otherwise misuse the dispatch messaging system. Violations may result in immediate account termination.

5. Driver & Carrier Obligations

By using the XTMS Logistics platform, you agree to:

5.1 Regulatory Compliance

• Maintain a valid, current CDL appropriate for the vehicle class operated
• Comply with all applicable FMCSA regulations, including HOS rules (49 CFR Part 395)
• Maintain current Medical Examiner's Certification (49 CFR § 391.41)
• Operate only vehicles for which you are properly licensed and endorsed
• Comply with all applicable USDOT, state, and local transportation regulations

5.2 Accurate Information

• Provide truthful and accurate information during registration and ongoing platform use
• Immediately report changes to CDL status, medical certification, or driving record
• Not impersonate another driver or submit fraudulent documentation

5.3 Platform Integrity

• Not attempt to manipulate GPS tracking data, ELD records, or load status updates
• Not share account credentials with unauthorized individuals
• Report any suspected fraud, data breach, or platform misuse immediately

6. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable federal, state, or local law or regulation
• Engage in unauthorized data scraping, reverse engineering, or platform exploitation
• Upload or transmit malicious code, viruses, or harmful content
• Interfere with or disrupt the integrity, security, or performance of the Services
• Attempt to gain unauthorized access to any part of the platform or third-party systems
• Use the platform for any purpose other than legitimate commercial transportation operations
• Resell, sublicense, or commercially exploit the Services without our express written consent

7. Intellectual Property

All content, features, functionality, source code, algorithms, trademarks, trade names, logos, and platform architecture (including but not limited to the XTMS Logistics name and mark) are the exclusive property of XTMS Logistics and are protected by applicable intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with these Terms. This license does not include the right to copy, modify, create derivative works from, or commercially exploit any portion of the Services.

Any feedback, suggestions, or feature requests you provide to us may be used by us without any obligation or compensation to you.

8. Payment Terms

Specific payment terms for platform subscriptions, carrier access fees, or settlement services are governed by the separate Master Services Agreement (MSA) or Carrier Agreement executed between XTMS Logistics and each carrier organization.

Individual drivers accessing the platform through a registered carrier account are not directly billed by XTMS Logistics unless otherwise agreed in writing.

All fees are stated in U.S. Dollars and are non-refundable except as required by law or as specified in your written agreement with XTMS Logistics.

9. Disclaimers & Limitation of Liability

9.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XTMS LOGISTICS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO XTMS LOGISTICS IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

9.3 SMS Delivery

XTMS Logistics does not guarantee the delivery of any SMS message. We are not liable for any damages arising from delayed, misdirected, or undelivered SMS dispatch notifications.

10. Indemnification

You agree to defend, indemnify, and hold harmless XTMS Logistics and its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Services in a manner not authorized by these Terms
• Your violation of any applicable law, regulation, or third-party rights
• Any content or information you submit through the platform
• Your operation of commercial motor vehicles or conduct as a commercial driver

11. Termination

We reserve the right to suspend or terminate your account and access to the Services, with or without cause and with or without notice, if we reasonably believe that:

• You have violated these Terms or our Privacy Policy
• Your CDL has been suspended, revoked, or is otherwise invalid
• You have provided false or misleading registration information
• Your account has been involved in fraudulent activity
• Continued access poses a security risk to the platform or other users

Upon termination, your right to access the Services ceases immediately. Provisions of these Terms that by their nature should survive termination shall survive, including intellectual property provisions, disclaimers, indemnification, and dispute resolution terms.

You may terminate your account at any time by contacting [email protected]. Account termination does not affect your compliance obligations or any accrued liabilities.

12. Dispute Resolution & Governing Law

12.1 Governing Law

These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.

12.2 Informal Resolution

Before filing any formal legal claim, you agree to contact us at [email protected] and attempt in good faith to resolve the dispute informally for a period of at least 30 days.

12.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English in the State of Texas. Judgment on any arbitration award may be entered in any court of competent jurisdiction.

12.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

12.5 Exceptions

Notwithstanding the foregoing, either party may seek emergency injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.

13. Modifications to Terms

We may update these Terms at any time to reflect changes in our Services, applicable law, or business practices. We will notify you of material changes by:

• Posting the revised Terms on this page with a new "Last Updated" date
• Sending an in-portal notification to your registered account
• Sending an email or SMS notice (where required by law)

Your continued use of the Services after the effective date of any revised Terms constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must discontinue use of the Services and may terminate your account.

14. Contact Information

For questions, concerns, or legal notices regarding these Terms, please contact us: