Terms of Service
Last updated: 2026-09-22
These Terms of Service (the "Terms") govern access to and use of GoTMS, the Transportation Management System operated by Needle Apps Inc. ("we," "us," or "our"). Please read them carefully. They include a limitation of our liability in Section 12 and an allocation of compliance responsibility in Section 2.3 that you should review closely.
Our Privacy Policy describes how we handle personal information and forms part of these Terms.
1. Agreement to These Terms
1.1 Who Is Bound
The Service is sold to companies. The company that creates an account and is responsible for paying for the Service is the "Customer." The individuals who use the Service on the Customer's behalf — dispatchers, administrators, drivers, accounting staff — are "Users."
By creating an account, accepting an invitation, or using the Service, you agree to these Terms. If you do so on behalf of a company, you represent that you have authority to bind that company, and "you" means that company.
1.2 Users Invited by a Customer
Users are invited into a Customer's account by that Customer. A User's access, role, and permissions are set and revoked by the Customer, not by us. A User agrees to these Terms on their own behalf when they accept an invitation, but the Customer remains responsible for its Users' use of the Service. A User's own use of the web and mobile applications is also governed by our [End User Licence Agreement](/eula); where the two conflict on a commercial matter, these Terms control.
1.3 Separate Written Agreements
If a Customer has signed a separate written agreement with us covering the Service, that agreement controls where it conflicts with these Terms.
2. The Service
2.1 What GoTMS Does
GoTMS is software for motor carriers and fleet operators to manage loads, dispatch, legs and assignments, drivers, equipment, locations, documents, compliance records, invoicing, bills, settlements, and reporting. It can connect to third-party telematics and Electronic Logging Device ("ELD") providers to bring vehicle and duty-status data into those workflows.
2.2 What GoTMS Is Not
Several limits on the Service are important enough to state plainly.
GoTMS is not an ELD. We are not registered with the Federal Motor Carrier Safety Administration as an ELD provider, and the Service does not itself record duty status from a vehicle's engine. Where Hours-of-Service data appears in the Service, it has been received from a Customer's own connected ELD provider (for example Motive, Geotab, or Samsara). The Customer's ELD compliance obligations run to that provider and to the regulator, not to us.
GoTMS is not a system of record for regulatory compliance, and nothing in it is legal advice. The Service includes features that help organize driver qualification files, medical certificates, motor vehicle records, drug and alcohol testing records, FMCSA Clearinghouse results, inspections, and IFTA data, and it enforces certain minimum retention periods. Those features are aids. The Customer remains the responsible motor carrier and is solely responsible for determining what the law requires of it and for meeting those requirements.
GoTMS does not move money. Invoices, bills, settlements, and payment records in the Service are bookkeeping records. Where the Service stores owner-operator banking details, it records them for the Customer's reference and does not transmit them to any bank or payment processor. We are not a bank, a money transmitter, or a payment processor for the Customer's transactions with its own customers, carriers, vendors, or drivers.
Automated document extraction produces drafts, not verified data. Where the Service extracts fields from an uploaded document, the result is a suggestion that a User must review before relying on it. See Section 7.3.
2.3 Allocation of Compliance Responsibility
The Customer is solely responsible for its own regulatory compliance, including safety, hours of service, driver qualification, drug and alcohol testing, insurance, licensing, permits, customs and cross-border requirements, tax, and recordkeeping. We provide software. We do not assume, and expressly disclaim, any role as the Customer's compliance officer, safety director, broker, carrier, freight forwarder, accountant, or legal adviser.
3. Accounts and Users
3.1 Account Security
The Customer is responsible for keeping account credentials confidential, for configuring roles and permissions appropriately, and for all activity that occurs under its account. Tell us promptly at [email protected] if you believe an account has been compromised.
3.2 Accurate Information
You agree to provide accurate account and billing information and to keep it current.
3.3 Eligibility
The Service is not directed to individuals under 18, and Users must be at least 18 years old.
4. Plans, Trials, Fees, and Renewal
4.1 Plans
The Service is offered on tiered subscription plans — currently Starter, Professional, and Enterprise, plus custom-priced arrangements. Each plan carries limits, including on Users, drivers, loads per month, equipment, stored data, and support. Current plans, prices, limits, and the billing currency are shown on our pricing page and at checkout, and are incorporated into these Terms by reference.
4.2 Free Trials
We may offer a free trial of a fixed length. At the end of a trial, the subscription converts to the paid plan selected unless it is cancelled before the trial ends. We may change or withdraw trial offers at any time, and may refuse a trial to any company that has already had one.
4.3 Billing and Renewal
Subscriptions are billed in advance on the billing cycle selected — monthly or annual. Subscriptions renew automatically for successive periods of the same length until cancelled. Cancellation takes effect at the end of the current paid period.
Card payments are processed by Stripe. We do not store full payment card numbers. By subscribing, you authorize us and our payment processor to charge your payment method for the fees due, including on renewal.
4.4 Taxes
Fees are exclusive of sales, use, GST/HST, PST, and similar taxes. You are responsible for those amounts, other than taxes on our income.
4.5 Price Changes
We may change prices. For a change affecting an existing subscription, we will give at least 30 days' notice before it takes effect, and the change applies from the start of the next billing period. Continuing to use the Service after that date is acceptance of the new price.
4.6 Refunds
Fees are non-refundable except where these Terms say otherwise or applicable law requires a refund. Cancelling mid-period does not entitle you to a refund of the remainder of that period, and you keep access until the period ends.
4.7 Non-Payment
If an amount is overdue, we may suspend access to the Service after giving notice and a reasonable opportunity to pay. Suspension for non-payment does not relieve the obligation to pay amounts already due.
4.8 Plan Limits
We may enforce plan limits by blocking actions that would exceed them, and may require an upgrade for continued use beyond a limit.
5. Customer Data and Ownership
5.1 Ownership
As between the Customer and us, the Customer owns all data it or its Users submit to, or generate through, the Service — loads, rates, customer and carrier records, documents, driver and equipment records, compliance records, financial records, and data received from the Customer's connected integrations ("Customer Data").
5.2 Our Licence
The Customer grants us a non-exclusive licence to host, copy, process, transmit, and display Customer Data solely to operate, secure, support, and improve the Service for that Customer, and as otherwise permitted by our Privacy Policy. We do not sell Customer Data, and we do not use driver or location data for advertising.
5.3 Customer Responsibility for Its Data
The Customer represents that it has the rights and, where required, the consents needed to submit Customer Data to the Service and to have us process it — including personal information about its drivers and employees, and data pulled from its telematics accounts.
5.4 Aggregated and De-identified Data
We may generate aggregated, de-identified statistics about how the Service is used, and use them to operate and improve the Service. These statistics do not identify any Customer, User, driver, or vehicle, and we will not publish anything from which a Customer could reasonably be identified.
5.5 Export and Deletion
While a subscription is active, the Customer can export its data through the Service's export and reporting features. On termination, see Section 14.3. Deletion is subject to the minimum retention periods described in our Privacy Policy, several of which are imposed by regulation and cannot be waived by either of us.
6. Acceptable Use
You agree not to:
- Use the Service in violation of any applicable law or regulation
- Upload or transmit malware, or attempt to gain unauthorized access to the Service, another Customer's account, or our infrastructure
- Probe, scan, or load-test the Service without our prior written consent
- Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent that restriction is unenforceable under applicable law
- Resell, sublicense, or provide the Service to third parties as a service bureau, unless a separate written agreement permits it
- Use the Service to store or transmit material that infringes another party's rights
- Circumvent plan limits, usage metering, or access controls
- Share a single User account among multiple individuals, or use the Service to send unlawful, deceptive, or unsolicited bulk messages
The Customer is responsible for its Users' compliance with this section.
7. Third-Party Integrations and Subprocessors
7.1 Integrations Are Optional and Customer-Controlled
The Service can connect to third-party systems, including telematics and ELD providers (Motive, Geotab, Samsara), accounting systems, document storage, e-signature, email, and messaging providers. A Customer chooses whether to connect any of them and supplies the credentials or authorization to do so.
7.2 We Are Not Responsible for Third-Party Services
Third-party services are governed by their own terms and privacy policies, and their availability, accuracy, and pricing are outside our control. We are not liable for a third-party service's acts, omissions, outages, data errors, or changes to its API, and a third-party outage is not a breach of these Terms by us. If a provider changes or withdraws its API, the corresponding feature may change or stop working.
7.3 Automated Document Extraction
The Service can extract structured fields from uploaded documents — bills of lading, rate confirmations, and similar paperwork — using a third-party artificial intelligence provider. Documents submitted for extraction are transmitted to that provider for processing. Extraction output is a draft and can be wrong. A User must review extracted values before relying on them, and the Customer is responsible for the accuracy of records it accepts into its account.
7.4 Subprocessors
We use subprocessors for hosting, storage, payment processing, communications, and document extraction. Each is bound by confidentiality and data protection obligations. Our Privacy Policy describes the categories we use.
8. Intellectual Property
We and our licensors own the Service, including all software, interfaces, documentation, and trademarks, and all intellectual property rights in them. These Terms grant the Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term, and nothing more. We reserve all rights not expressly granted.
If you send us feedback or suggestions, we may use them without restriction or obligation to you. Feedback is given voluntarily and is not Customer Data.
9. Confidentiality
Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and contractors bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose confidential information where legally compelled, giving the other party notice where it is lawful to do so.
Customer Data is the Customer's confidential information. The Service's non-public features, pricing, and roadmap are ours.
10. Service Availability and Support
10.1 Availability
We will use commercially reasonable efforts to keep the Service available. We do not commit to a specific uptime level in these Terms. The Service may be unavailable during planned maintenance, emergency maintenance, or a third-party or infrastructure failure. Where a Customer requires a service level commitment with remedies, it can be agreed in a separate written agreement.
10.2 Support
Support is provided at the level attached to the Customer's plan. Support requests go to [email protected] or through the in-product support channel.
10.3 Changes to the Service
We develop the Service continuously and may add, change, or remove features. We will not make a change that materially degrades a core function of the Customer's plan without reasonable notice.
11. Warranties and Disclaimers
Each party represents that it has the authority to enter into these Terms.
Except as expressly stated in these Terms, the Service is provided "as is" and "as available," and we disclaim all other warranties, express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.
We do not warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that data received from a third-party integration is accurate, complete, or timely. We do not warrant that use of the Service will cause the Customer to be in compliance with any law or regulation.
Some jurisdictions do not allow the exclusion of certain warranties. Where that is so, the exclusions above apply to the fullest extent permitted, and nothing in these Terms limits a right that cannot lawfully be limited.
12. Limitation of Liability
12.1 Exclusion of Indirect Damages
Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, loss of goodwill, or loss or corruption of data, however caused and on any theory of liability, even if advised of the possibility.
12.2 Cap
Each party's total aggregate liability arising out of or relating to these Terms or the Service is limited to the amount of fees the Customer paid us for the Service in the twelve months immediately before the event giving rise to the claim.
12.3 Exceptions to the Cap
Sections 12.1 and 12.2 do not apply to:
- A party's obligations under Section 13 (Indemnification)
- Breach of Section 9 (Confidentiality)
- The Customer's obligation to pay fees due
- Gross negligence, wilful misconduct, or fraud
- Any liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence
12.4 Basis of the Bargain
The parties agree that these limits are a fundamental part of the bargain and that the fees reflect them. They apply even if a limited remedy fails of its essential purpose.
13. Indemnification
13.1 By Us
We will defend the Customer against a third-party claim alleging that the Service, used as permitted by these Terms, infringes that third party's intellectual property rights, and will pay damages finally awarded or amounts we agree in settlement. This does not apply to a claim arising from Customer Data, from a third-party integration, from use of the Service in violation of these Terms, or from a modification the Customer made or requested.
If the Service becomes, or we believe it may become, the subject of such a claim, we may at our option obtain the right for the Customer to continue using it, modify or replace it so that it is non-infringing, or terminate the affected subscription and refund any prepaid, unused fees.
13.2 By the Customer
The Customer will defend us against a third-party claim arising from Customer Data, from the Customer's or its Users' use of the Service in violation of these Terms or applicable law, or from the Customer's freight, safety, employment, or compliance obligations, and will pay damages finally awarded or amounts it agrees in settlement.
13.3 Process
The party seeking indemnity must promptly notify the other of the claim, give the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation. A settlement that admits liability or imposes an obligation on the indemnified party requires that party's consent.
14. Suspension and Termination
14.1 By the Customer
A Customer may cancel at any time from the billing settings in the Service. Cancellation takes effect at the end of the current paid period.
14.2 By Us
We may suspend or terminate an account:
- For non-payment, under Section 4.7
- For a material breach of these Terms that is not cured within 15 days of notice
- Immediately, where continued access presents a security, legal, or safety risk, or where the Customer becomes insolvent
We may also discontinue the Service as a whole on 60 days' notice, in which case we will refund any prepaid, unused fees.
14.3 Effect of Termination
On termination, the right to access the Service ends. Export your data before termination takes effect. For 30 days after termination we will, on written request to [email protected], provide a reasonable export of Customer Data. After that period we may delete Customer Data, subject to the minimum retention periods described in our Privacy Policy and to our backup cycles.
14.4 Survival
Sections 5.1, 5.4, 8, 9, 11, 12, 13, 14.3, 16, and 17 survive termination, along with any obligation to pay amounts accrued before termination.
15. Changes to These Terms
We may update these Terms. For a material change, we will give notice — by email to the Customer's account contact, by in-product notice, or both — at least 30 days before it takes effect, and will update the "Last updated" date above. Continuing to use the Service after a change takes effect is acceptance of it. A Customer that does not accept a material change may cancel before it takes effect and receive a refund of prepaid, unused fees.
16. Governing Law and Disputes
These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in it, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties submit to the exclusive jurisdiction of the courts of British Columbia, and each waives any objection to that venue. Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Before filing a claim, each party agrees to try in good faith to resolve the dispute by raising it in writing with the other and allowing 30 days for a response.
17. General
17.1 Force Majeure
Neither party is liable for a delay or failure caused by something outside its reasonable control, including natural disaster, war, civil unrest, labour action, epidemic, government action, network or power failure, or the failure of a third-party provider. This does not excuse an obligation to pay.
17.2 Assignment
Neither party may assign these Terms without the other's written consent, except that either may assign them in full to a successor in a merger, acquisition, or sale of substantially all assets, on notice to the other.
17.3 Independent Contractors
The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.
17.4 Notices
We give notice to a Customer by email to the account contact or by in-product notice. You give notice to us at [email protected]. Notice is effective when sent, provided no delivery failure is received.
17.5 Severability and Waiver
If a provision is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot be, and the rest remains in force. A failure to enforce a provision is not a waiver of it.
17.6 Entire Agreement
These Terms, the Privacy Policy, the End User Licence Agreement, the plan and pricing information referenced in Section 4.1, and any separate written agreement under Section 1.3 are the entire agreement between the parties about the Service, and supersede any prior understanding. Terms on a Customer's purchase order or vendor portal have no effect.
17.7 Export and Sanctions
You represent that you are not located in, and will not use the Service from, a country or region subject to comprehensive Canadian or United States sanctions, and that you are not a person with whom dealings are prohibited under applicable sanctions laws.
18. Contact Us
Questions about these Terms can be directed to:
Needle Apps Inc.