Joyner TMS — SaaS Terms of Service (International)

1. Acceptance of Terms

These International SaaS Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Joyner Transportation & Logistic Services LLC ("Joyner," "we," "us," or "our") governing your access to and use of the Joyner Transportation Management System ("Joyner TMS" or "Platform") outside the United States. If you are located in the United States, the Joyner TMS SaaS Terms of Service (United States) apply instead. By subscribing to, accessing, or using Joyner TMS, you agree to be bound by these Terms and all incorporated policies referenced herein. If you are accepting on behalf of a business entity, you represent that you have authority to bind that entity.

2. Geographic Availability

Joyner TMS is available to international customers in selected markets. Current supported international markets and any market-specific feature limitations are listed at tms.myjoyner.com. Joyner reserves the right to expand, modify, or withdraw Platform availability in specific countries or regions at any time, subject to applicable law. The Platform is provided in English; localized language versions may be available in select markets.

3. Platform License

Subject to these Terms and timely payment of all applicable fees, Joyner grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the subscription term for Customer's internal business operations. Customer may not sublicense, resell, reverse engineer, or use the Platform to build a competing product. Access is provided to the number of named users specified in Customer's subscription.

4. Data Protection & Privacy — International Customers

Joyner processes personal data of international customers in accordance with the Data Processing Agreement and, where applicable, the following regional frameworks:

4.1 European Economic Area (EEA) & United Kingdom

For customers in the EEA and UK, Joyner processes personal data as a data processor on behalf of Customer (the data controller) in accordance with the EU General Data Protection Regulation (GDPR) and, for UK customers, the UK GDPR and Data Protection Act 2018. The Data Processing Agreement governs the terms of this processing relationship, including data subject rights, security measures, sub-processor management, and data breach notification. International transfers of personal data from the EEA or UK to Joyner in the United States are made pursuant to the EU Standard Contractual Clauses (SCCs) or UK International Data Transfer Agreement (IDTA), as applicable, which are incorporated into the Data Processing Agreement.

4.2 Canada

For customers in Canada, Joyner processes personal data in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. Customer is responsible for ensuring that its collection and transfer of personal data to Joyner TMS complies with applicable Canadian privacy law.

4.3 Other Jurisdictions

For customers in other jurisdictions with applicable data protection laws, Joyner implements reasonable security measures consistent with internationally recognized standards and will cooperate with Customer to address jurisdiction-specific data protection requirements upon written request.

5. Customer Data

Customer retains all ownership rights in Customer Data. Joyner processes Customer Data solely to provide the Platform and related services. Upon termination, Customer may export Customer Data within thirty (30) days. After this period, Joyner may delete Customer Data in accordance with its data retention policies and applicable law.

6. Currency & Taxes

Subscription fees for international customers are invoiced in U.S. dollars (USD) unless a local currency billing option is expressly agreed in writing. Customer is responsible for all applicable taxes, duties, levies, and withholdings imposed by any jurisdiction outside the United States in connection with the subscription, including value-added tax (VAT), goods and services tax (GST), and withholding taxes. Where Joyner is required by law to collect VAT or similar taxes, such taxes will be added to the invoice. If Customer is required by law to withhold taxes from payments to Joyner, Customer must gross up the payment so that Joyner receives the full invoiced amount net of withholding.

7. Export Controls & Sanctions Compliance

Customer represents and warrants that it is not located in, organized under the laws of, or owned or controlled by a person or entity in a country subject to U.S. economic sanctions or export control restrictions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that it is not on any U.S. government restricted party list. Customer agrees to use the Platform only in compliance with applicable U.S. export control laws (including the Export Administration Regulations) and economic sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC). Joyner reserves the right to suspend or terminate access immediately upon discovery of any sanctions or export control violation.

8. Localization & Regulatory Compliance

Customer is responsible for ensuring that its use of the Platform complies with all applicable local laws and regulations in the jurisdictions where Customer operates, including transportation regulations, data localization requirements, and industry-specific compliance obligations. Joyner does not represent that the Platform has been designed to comply with the specific regulatory requirements of any jurisdiction outside the United States, and makes no warranty that the Platform is suitable for use in any particular country or for any regulated industry outside the United States.

9. Service Availability & Support

Joyner commits to the uptime standards described in the Joyner TMS Service Level Agreement. Customer support for international customers is provided in English during Joyner's standard U.S. business hours (Eastern Time). Joyner will make reasonable efforts to accommodate international customers' time zones for scheduled support sessions. Support response times apply to business days in the Eastern Time zone.

10. Intellectual Property

Joyner retains all right, title, and interest in the Platform globally, including all patents, copyrights, trademarks, and trade secrets. Customer's feedback may be used by Joyner without restriction or compensation. Customer grants Joyner a limited license to use Customer's name and logo for the purpose of identifying Customer as a Joyner TMS customer in marketing materials, subject to Customer's prior written approval for each specific use.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN CUSTOMER'S JURISDICTION, JOYNER'S TOTAL LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL JOYNER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA LOSS. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGE — IN SUCH JURISDICTIONS, JOYNER'S LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

12. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Georgia, United States, without regard to conflict-of-laws principles, except where mandatory applicable law in Customer's jurisdiction requires the application of local law. Disputes will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its International Dispute Resolution Procedures, with proceedings conducted in English in Atlanta, Georgia, unless both parties agree otherwise. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

For customers in the EEA or UK who are subject to mandatory consumer protection laws that cannot be waived by contract, nothing in this Section limits any rights you may have under applicable mandatory law.

13. Changes to These Terms

Joyner may update these Terms at any time with at least thirty (30) days' written notice. Continued use of the Platform after updated Terms take effect constitutes acceptance. If Customer does not agree, Customer may cancel its subscription before the effective date.

14. Contact

International TMS inquiries: tms@myjoyner.com | Data protection inquiries: privacy@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia, USA.