Terms of Service

1. Account Registration

To use our Services, you must create an account by providing accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials and DID (Decentralized Identifier) keys
• All activities that occur under your account
• Notifying us immediately of any unauthorized access to your account
• Ensuring that all users you invite to your company account comply with these Terms

You must be at least 18 years old to create an account. We reserve the right to suspend or terminate accounts that violate these Terms.

2. Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services for any illegal activity, including violations of DOT, FMCSA, or other transportation regulations
• Attempt to gain unauthorized access to other accounts, systems, or data
• Interfere with or disrupt the integrity or performance of the Services
• Upload or transmit malware, viruses, or other harmful code
• Reverse engineer, decompile, or disassemble any part of the Services
• Use automated tools (bots, scrapers) to access the Services beyond permitted API usage
• Resell, sublicense, or distribute the Services without prior written authorization
• Misrepresent your identity, operating authority, or the status of loads or shipments
• Use the platform to facilitate double-brokering or fraudulent load transactions

3. Subscription and Billing

3.1 Plans and Pricing

Our Services are offered under various subscription plans as described on our pricing page. Prices are subject to change with 30 days' prior notice. Changes to pricing will not affect the current billing cycle.

3.2 Free Trial

New accounts may be eligible for a free trial period. At the end of the trial, you must select a paid plan to continue using the Services. We will not charge you without your explicit consent.

3.3 Payment Terms

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected billing cycle. All fees are non-refundable except as required by law or as explicitly stated in these Terms. Payment is due upon invoice and must be made via the payment methods we accept (credit card, ACH, or wire transfer).

3.4 Late Payments

Accounts with overdue payments may be subject to service suspension after a 15-day grace period. We will provide notice before any suspension. You remain responsible for all fees incurred during the suspension period.

4. Data Ownership and License

4.1 Your Data

You retain all ownership rights to the data you upload, enter, or generate through the Services ("Your Data"). This includes load records, driver information, financial data, documents, and communications. We do not claim ownership of Your Data.

4.2 License to NetModal

You grant NetModal a limited, non-exclusive license to use, process, store, and display Your Data solely for the purpose of providing and improving the Services. This license includes the right to create anonymized, aggregated analytics that do not identify you or your business.

4.3 Data Portability

You may export Your Data at any time through the platform's export features or by contacting our support team. Upon account termination, we will make Your Data available for export for 30 days before permanent deletion.

4.4 DID Identity

Your Decentralized Identifier (DID) and associated credentials are portable by design. Your personal DID belongs to you and is not tied to any single company or employer on the platform.

5. Intellectual Property

The Services, including all software, design, text, graphics, logos, icons, and the underlying technology, are the exclusive property of NetModal and are protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works from any part of our Services without prior written permission.

6. Service Availability

We strive to maintain 99.9% uptime for our Services. However, we do not guarantee uninterrupted access and may experience downtime for:

• Scheduled maintenance (with advance notice)
• Emergency security patches
• Force majeure events beyond our reasonable control

Enterprise customers may negotiate specific service level agreements (SLAs) with guaranteed uptime and response times.

7. Third-Party Integrations

Our Services may integrate with third-party services (ELD providers, accounting software, load boards, etc.). Your use of third-party integrations is subject to those providers' terms and privacy policies. NetModal is not responsible for the functionality, availability, or security of third-party services.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NETMODAL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.

Our total aggregate liability for all claims arising out of or related to these Terms or the Services shall not exceed the total amount you paid to NetModal in the twelve (12) months preceding the claim.

9. Indemnification

You agree to indemnify and hold harmless NetModal, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Services, your violation of these Terms, or your violation of any rights of a third party.

10. Termination

Either party may terminate the subscription with 30 days' written notice. NetModal may immediately suspend or terminate your account if you materially breach these Terms. Upon termination:

• Your access to the Services will be revoked
• Your Data will be available for export for 30 days
• Any outstanding fees become immediately due
• Provisions that by their nature should survive (limitation of liability, indemnification, etc.) will survive termination

11. Dispute Resolution

Any dispute arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English. Each party shall bear its own costs, and the arbitrator's decision shall be final and binding.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

13. Changes to These Terms

We may modify these Terms at any time. We will provide at least 30 days' notice of material changes via email or in-platform notification. Your continued use of the Services after the effective date of changes constitutes acceptance of the modified Terms.

14. Contact Us

If you have any questions about these Terms, please contact us at:

NetModal, Inc.
Email: legal@netmodal.com
Web: netmodal.com