Terms of Service

Effective Date: January 2025

1. Acceptance of Terms

By accessing or using the Octopus TMS Platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you may not access the Service.

These Terms constitute a legally binding agreement between you and The Digital Ronin LLC ("Octopus", "we", "us", or "our").

2. Description of Service

Octopus TMS provides a comprehensive transportation management platform that:

• Connects carriers with shippers and load boards
• Facilitates load bookings and dispatch operations
• Manages fleet and driver information
• Processes settlements through integrated payment systems
• Enables email communications via Gmail integration
• Provides document management and compliance tracking

3. Account Registration

3.1 Eligibility

To use our Service, you must:

• Be a legally registered business entity
• Possess valid DOT and MC numbers (for carriers)
• Be 18 years or older to create an account
• Provide accurate and complete information

3.2 Account Security

• You are responsible for maintaining account confidentiality
• You must notify us immediately of unauthorized access
• You are liable for all activities under your account
• Do not share login credentials with unauthorized parties

4. User Conduct

4.1 Acceptable Use

Users agree to:

• Provide accurate information in all transactions
• Honor all confirmed bookings and commitments
• Maintain proper insurance and compliance
• Communicate professionally with all parties
• Use the Service only for lawful purposes

4.2 Prohibited Conduct

5. Gmail Integration

5.2 Permitted Use

Gmail integration is provided solely for:

• Sending invoices to customers
• Sending load confirmations and rate agreements
• Communicating with brokers and shippers
• Sending business-related documents

5.3 Prohibited Use

You may NOT use Gmail integration to:

• Send spam or unsolicited bulk emails
• Send harassing or abusive messages
• Violate Gmail's Terms of Service
• Send content that violates any laws

5.4 Responsibility

You are solely responsible for the content of emails sent through our platform. We do not monitor or control email content.

6. Load Bookings and Transactions

6.1 Booking Process

• All bookings are binding contracts once confirmed
• Cancellations must follow platform procedures
• Disputes must be reported within 48 hours

6.2 Payment Processing

• All payments processed through Stripe
• Platform fees automatically deducted
• Settlements processed per agreed schedule
• Users responsible for their tax obligations

7. Platform Fees

• Subscription fees as per selected plan
• Transaction fees on completed loads (if applicable)
• Additional fees for premium services
• All fees subject to change with 30 days notice
• Fees are non-refundable except as required by law

8. Disclaimers and Limitations

8.1 Service Availability

• Platform provided "AS IS" and "AS AVAILABLE"
• No guarantee of uninterrupted service
• Scheduled maintenance with advance notice when possible

8.2 Limitation of Liability

9. Indemnification

You agree to indemnify and hold harmless Octopus TMS, The Digital Ronin LLC, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Emails sent through Gmail integration
• Your business operations and transactions

10. Dispute Resolution

10.1 Informal Resolution

First attempt to resolve disputes informally by contacting support within 30 days of the issue.

10.2 Arbitration

• Binding arbitration for unresolved disputes
• Conducted by American Arbitration Association
• Individual claims only, no class actions
• Arbitration location: Delaware, USA

11. Termination

11.1 Termination by User

• Cancel subscription anytime through account settings
• Complete all pending transactions before termination
• Data export available for 60 days after termination

11.2 Termination by Octopus

We may terminate or suspend your account for:

• Terms violation
• Inactivity exceeding 12 months
• Fraud or illegal activity (immediate)
• Non-payment of fees

12. Changes to Terms

• Octopus may modify Terms at any time
• Material changes with 30 days notice
• Continued use constitutes acceptance
• Notification via email and platform login

13. Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law provisions. Any legal action must be filed in the state or federal courts located in Delaware.

14. Contact Information