Joyner TMS — Subscription & Billing Terms

1. Purpose

These Subscription & Billing Terms ("Terms") describe the subscription tiers, billing cycles, payment terms, renewal procedures, and cancellation rights applicable to all Joyner TMS subscribers. These Terms supplement and are incorporated into the applicable Joyner TMS SaaS Terms of Service. In the event of a conflict, these Terms control with respect to billing and subscription matters.

2. Subscription Tiers

Joyner TMS is offered in the following subscription tiers. Features, user seat limits, and pricing for each tier are described in Joyner's current product documentation at tms.myjoyner.com and may be updated from time to time:

• Starter: Entry-level tier designed for small carriers and brokers, with core TMS functionality and limited user seats
• Professional: Mid-tier for growing operations requiring advanced features, additional integrations, and expanded user seats
• Enterprise: Full-featured tier for large shippers, carriers, and 3PLs requiring unlimited users, custom integrations, dedicated support, and advanced analytics
• Custom / White Label: Available by negotiation for customers requiring custom feature sets, branded deployments, or API-only access

Joyner reserves the right to add, modify, or retire subscription tiers at any time, with at least sixty (60) days' notice to affected active subscribers.

3. Subscription Term & Billing Cycles

Subscriptions are available on the following billing cycles:

Billing Cycle	Term	Billing Frequency	Discount
Monthly	Month-to-month	Billed monthly in advance	Standard rate
Annual	12-month commitment	Billed annually in advance or monthly	Discount applied vs. monthly rate (see pricing page)
Multi-Year	24 or 36 months	Billed annually in advance	Enhanced discount — contact sales

The subscription term begins on the date Customer's account is activated. For annual and multi-year subscriptions, the term renews automatically at the end of each term unless cancelled in accordance with Section 8.

4. Fees & Pricing

Subscription fees are as published on Joyner's pricing page at tms.myjoyner.com at the time of subscription, or as agreed in a separately executed order form or enterprise agreement. All fees are stated in U.S. dollars and are exclusive of applicable taxes unless expressly stated otherwise. Joyner reserves the right to change subscription pricing at any time, subject to the notice requirements in Section 9.

4.1 Additional Seats

Additional user seats beyond the included allocation may be added at any time at the then-current per-seat rate. Additional seats are billed on a pro-rated basis for the remainder of the current billing cycle and at the full per-seat rate for subsequent cycles.

4.2 Overage Charges

Certain usage-based features — such as API call volume, shipment volume, or data storage — may be subject to overage charges where Customer's usage exceeds the limits included in the subscription tier. Overage charges will be disclosed to Customer before they are incurred where technically practicable, and will appear as line items on Customer's monthly or annual invoice.

4.3 Professional Services & Add-Ons

Implementation services, custom integrations, training, and other professional services are available at additional cost and are governed by a separately executed statement of work. Add-on modules and features not included in Customer's base subscription tier are available at the rates listed in Joyner's product documentation.

5. Payment Terms

• Monthly subscriptions: Payment is due in advance at the start of each monthly billing cycle. Joyner charges the payment method on file automatically at the start of each cycle.
• Annual subscriptions (paid annually): Full annual payment is due at the start of the subscription term and at each annual renewal.
• Annual subscriptions (paid monthly): Monthly installments are charged automatically at the start of each month. The annual commitment remains binding even if paid monthly — early cancellation does not relieve Customer of the obligation to pay remaining monthly installments for the committed annual term.
• Enterprise / invoiced accounts: For customers on invoiced billing, payment is due Net 30 from invoice date. Late payments accrue interest at 1.5% per month.

All billing is processed through Joyner's payment processor (Stripe). Joyner does not store raw payment card data. By providing a payment method, Customer authorizes Joyner to charge that method for all amounts due under these Terms.

6. Failed Payments & Suspension

If a payment fails, Joyner will notify Customer and attempt to retry the charge up to three (3) times over a seven (7) day period. If payment is not successfully collected within seven (7) days of the initial failed charge:

• Customer's Platform access may be suspended until payment is received
• A late payment fee of $25.00 may be applied to Customer's account
• Customer Data will be retained during the suspension period but will not be accessible until the account is brought current
• If the account remains unpaid for thirty (30) days following suspension, Joyner may terminate the subscription and delete Customer Data in accordance with its data retention policy

7. Free Trials

Joyner may offer free trial access to Joyner TMS for a specified trial period. During the free trial:

• No payment is required and no charges will be made until the trial period ends
• At the end of the trial period, Customer's account will automatically convert to a paid subscription at the applicable rate unless Customer cancels before the trial ends
• Joyner will provide notice before the trial ends and before the first charge is made
• All trial accounts are subject to these Terms and the Acceptable Use Policy
• Joyner reserves the right to modify or discontinue free trial offers at any time

8. Cancellation

8.1 Monthly Subscriptions

Monthly subscribers may cancel at any time. Cancellation takes effect at the end of the current monthly billing cycle. No refund is issued for the current billing month upon cancellation. Platform access continues through the end of the paid period.

8.2 Annual Subscriptions

Annual subscribers may cancel at any time. Cancellation takes effect at the end of the current annual term — the subscription does not auto-renew. No refund is issued for unused months of the current annual term upon mid-term cancellation, except:

• Where cancellation is requested within thirty (30) days of the annual renewal date, a pro-rated refund for unused months may be issued at Joyner's discretion
• Where Joyner materially reduces Platform functionality and Customer cancels within thirty (30) days of the change, a pro-rated refund will be issued for the unused portion of the annual term

8.3 How to Cancel

To cancel, Customer must submit a cancellation request through the Platform's account settings or by emailing tms@myjoyner.com with the subject line "Subscription Cancellation — [Account Name]." Cancellation is effective upon Joyner's confirmation of receipt.

9. Price Changes

Joyner may change subscription pricing at any time. For existing subscribers:

• Monthly subscribers: Price changes take effect at the start of the next monthly billing cycle following at least thirty (30) days' written notice
• Annual subscribers: Price changes take effect at the next annual renewal following at least sixty (60) days' written notice

If Customer does not agree to a price change, Customer may cancel its subscription before the effective date of the change and receive a pro-rated refund of any prepaid fees for the period after the cancellation effective date.

10. Refund Policy

All subscription fees are non-refundable except as expressly stated in these Terms or required by applicable law. Joyner does not issue refunds for:

• Partial months of a monthly subscription
• Unused portion of an annual subscription cancelled mid-term (except as described in Section 8.2)
• Setup, onboarding, or professional services fees once services have commenced
• Overage charges for usage already incurred

11. Taxes

Subscription fees are exclusive of all applicable taxes, including sales tax, use tax, VAT, and GST. Where Joyner is required by law to collect sales or similar taxes, such taxes will be added to Customer's invoice. Customer is responsible for all taxes imposed on its use of the Platform, other than taxes on Joyner's net income.

12. Contact

Billing inquiries: billing@myjoyner.com | TMS inquiries: tms@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.