Joyner TMS — United States — Terms & Conditions

Joyner TMS is a cloud-based, multi-tenant transportation management system software-as-a-service platform ("Platform") provided by Joyner, enabling shippers, carriers, brokers, and logistics service providers to manage shipments, carrier relationships, freight settlement, and related logistics workflows. These Terms govern access to and use of Joyner TMS by subscribers located in the United States ("Customer," "Subscriber," "you").

1. Acceptance of Terms

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "User," "you," or "your") and Joyner Transportation & Logistic Services LLC, a Georgia limited liability company with its principal place of business in Atlanta, Georgia ("Joyner," "Company," "we," "us," or "our"), governing your access to and use of Joyner TMS (the "Service").

By accessing, registering for, booking, requesting, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any service-specific addenda referenced herein. If you do not agree to these Terms, you must not access or use the Service.

If you are using the Service on behalf of a business, organization, or other entity, you represent that you have authority to bind that entity, and "you" and "your" will refer to that entity.

1A. Self-Service Subscribers & Enterprise Customers

Joyner TMS is available under two account types: (a) self-service, standard-tier subscriptions governed entirely by these web-posted Terms, available for signup directly through the Joyner website without separate negotiation ("Self-Service Subscriber"); and (b) enterprise accounts established pursuant to a separately negotiated and signed Master Subscription Agreement, order form, or similar definitive agreement between Customer and Joyner ("Enterprise Agreement"). As of the effective date of these Terms, Joyner TMS is offered exclusively on a Self-Service Subscriber basis, and Joyner has not yet entered into any Enterprise Agreement.

If and when Joyner and a Customer execute an Enterprise Agreement, these Terms will continue to apply to that Customer's use of the Platform, except that, to the extent of any direct conflict between these Terms and the executed Enterprise Agreement, the Enterprise Agreement will control with respect to the specific terms it expressly addresses (e.g., negotiated pricing, custom service levels, data processing terms, liability caps, or termination rights). Provisions of these Terms not addressed in the Enterprise Agreement remain in full force and effect for that Customer.

2. Account Registration

Access to Joyner TMS requires a registered account and an active subscription plan. You are responsible for the accuracy of registration information and for all activity occurring under your account credentials, including those of authorized users within your organization. You agree to promptly notify Joyner of any unauthorized account access.

3. Subscription Plans, Fees & Billing

Joyner TMS is offered under subscription plans (e.g., tiered by user seats, shipment volume, or feature set) as described on the Joyner website or in your order form. Subscription fees are billed in advance on a monthly or annual basis, as selected at signup, via the payment method on file. Except as required by law or expressly stated in an order form, fees are non-refundable, including for partial billing periods, downgrades, or unused capacity. Joyner may modify subscription pricing prospectively upon at least thirty (30) days' notice; continued use after the new pricing takes effect constitutes acceptance.

Failure to pay undisputed fees when due may result in suspension of access to Joyner TMS following reasonable notice and an opportunity to cure.

4. Free Trials

Joyner may offer free trial periods for Joyner TMS. Unless you cancel before the trial period ends, your account will automatically convert to a paid subscription and your payment method will be charged in accordance with the selected plan.

5. License & Acceptable Use

Subject to these Terms and payment of applicable fees, Joyner grants you a limited, non-exclusive, non-transferable, revocable license to access and use Joyner TMS for your internal business operations during the subscription term. You agree not to: (a) reverse-engineer, decompile, or attempt to derive the Platform's source code; (b) resell, sublicense, or provide third-party access to the Platform without authorization; (c) use the Platform to build a competing product; (d) attempt to bypass security or access controls; or (e) use the Platform in a manner that violates applicable law.

6. Customer Data

"Customer Data" means data and content you or your authorized users upload, input, or generate within Joyner TMS, including shipment records, carrier information, and freight settlement data. As between you and Joyner, you retain all right, title, and interest in Customer Data. You grant Joyner a license to host, process, and use Customer Data solely as necessary to provide, maintain, support, and improve the Platform, and as otherwise described in the Joyner Privacy Policy. You are responsible for the accuracy, quality, and legality of Customer Data and for obtaining any necessary rights or consents to provide it to Joyner.

7. Data Security

Joyner maintains administrative, technical, and physical safeguards designed to protect Customer Data, consistent with industry-standard practices for SaaS platforms handling commercial logistics data. Joyner will notify Customer without undue delay following discovery of a confirmed security incident affecting Customer Data, in accordance with applicable law.

8. Third-Party Integrations

Joyner TMS may support integrations with third-party services (load boards, ELD/telematics providers, accounting systems, EDI partners, payment processors). Your use of such integrations is subject to the applicable third-party's terms, and Joyner is not responsible for the availability, accuracy, or practices of third-party integrations.

9. Service Level & Support

Joyner will use commercially reasonable efforts to maintain Platform availability and provide support in accordance with the support plan associated with your subscription tier. Specific uptime commitments, if any, are set forth in a separate Service Level Agreement provided to enterprise subscribers upon request.

10. Insurance & Limitation of Liability

10.1 Insurance

Joyner maintains technology errors and omissions and cyber liability insurance applicable to its SaaS platform operations.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JOYNER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO JOYNER TMS, INCLUDING PLATFORM DOWNTIME, DATA LOSS, OR RELIANCE ON PLATFORM OUTPUTS SHALL NOT EXCEED the total subscription fees paid by you to Joyner for Joyner TMS in the twelve (12) months preceding the event giving rise to the claim.

IN NO EVENT SHALL JOYNER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF JOYNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations do not apply to liability that cannot be limited or excluded under applicable law, including liability for death or bodily injury caused by Joyner's gross negligence or willful misconduct.

10.3 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JOYNER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

11. Indemnification

You agree to indemnify, defend, and hold harmless Joyner, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of any law or third-party right; (c) your Customer Data, your use of the Platform, or your integrations with third-party services; or (d) your negligent or willful misconduct in connection with the Service.

12. Data & Privacy

Joyner's collection, use, and disclosure of personal information in connection with the Service is governed by the Joyner Privacy Policy, available at myjoyner.com, which is incorporated into these Terms by reference. By using the Service, you consent to such collection and use.

13. Intellectual Property

All content, trademarks, logos, software, and materials associated with the Service, including the "Joyner" name and marks, are the property of Joyner Transportation & Logistic Services LLC or its licensors and are protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in such property except a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose.

14. Term & Termination

These Terms remain in effect for as long as you use the Service. Joyner may suspend or terminate your access to the Service at any time, with or without cause or notice, including for breach of these Terms, non-payment, safety concerns, or suspected fraud. You may stop using the Service at any time. Provisions of these Terms that by their nature should survive termination (including limitation of liability, indemnification, dispute resolution, and intellectual property provisions) will survive.

15. Dispute Resolution; Binding Arbitration

15.1 Agreement to Arbitrate

You and Joyner agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring an individual action in small claims court.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules), as then in effect. The arbitration will be conducted by a single arbitrator and will take place in Fulton County, Georgia, unless the parties agree otherwise or applicable law requires a different venue. Judgment on the arbitration award may be entered in any court having jurisdiction.

15.2 Class Action Waiver

YOU AND JOYNER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim or dispute, that claim or dispute will be resolved in court, and the remainder of this arbitration agreement will remain in effect.

15.3 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@myjoyner.com within thirty (30) days of first accepting these Terms. Your notice must include your name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, all disputes will be resolved in accordance with Section 16 (Governing Law) through the courts identified therein.

16. Governing Law

These Terms and any dispute arising out of or related to them or the Service shall be governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles, except to the extent governed by the Federal Arbitration Act with respect to the Dispute Resolution section above. To the extent any matter is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia.

17. Force Majeure

Joyner shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, weather, traffic conditions, road closures, governmental action, labor disputes, civil unrest, pandemic, fuel shortages, equipment failure, or other events of force majeure.

18. General Provisions

18.1 Modifications

Joyner may revise these Terms from time to time. Material changes will be communicated via the Service, email, or posting an updated effective date. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

18.2 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

18.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

18.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without Joyner's prior written consent. Joyner may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

18.5 Entire Agreement

These Terms, together with any referenced policies and service-specific addenda, constitute the entire agreement between you and Joyner regarding the Service and supersede all prior agreements and understandings.

18.6 Notices

Notices to Joyner should be sent to legal@myjoyner.com or to Joyner Transportation & Logistic Services LLC, Atlanta, Georgia. Joyner may provide notices to you via the contact information associated with your account.

18.7 Contact

Questions about these Terms may be directed to legal@myjoyner.com.