Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the services provided by Meridian TMS, Inc. (“Meridian,” “we,” “us,” or “our”), including our website at meridiantms.com, our web application, and our mobile applications for iOS and Android (together, the “Services”). By creating an account, accessing, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If your company has a separate written subscription agreement or order form with Meridian, that agreement governs to the extent it conflicts with these Terms.

1. The Services

Meridian is a transportation management platform that provides dispatch, fleet, safety, and billing tools, along with integrations to third-party services such as ELD, fuel card, toll, factoring, and load board providers. The Services are intended for business use by motor carriers and their personnel.

2. Eligibility and Accounts

• You must be at least 18 years old and able to form a binding contract to use the Services.
• If you use the Services on behalf of a company, you represent that you are authorized to bind that company to these Terms, and “you” includes that company.
• You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly of any unauthorized use at devteam@meridiantms.com.
• Account information you provide must be accurate and kept up to date.

3. Subscriptions and Fees

Access to the platform is sold to carriers on a subscription basis under a separate order form or subscription agreement, which sets out fees, billing frequency, and renewal terms. Unless that agreement says otherwise, fees are non-refundable and we may suspend access for accounts that are materially past due after reasonable notice. Our mobile apps are free to download and require an account provisioned under a Customer subscription; the apps do not sell separate in-app subscriptions or make in-app purchases.

4. Your Data

As between you and Meridian, you and your company own the operational data you submit to the Services — loads, drivers, equipment, documents, and financial records (“Customer Data”). You grant us a limited license to host, process, transmit, and display Customer Data solely to provide and improve the Services, as described in our Privacy Policy. You are responsible for the accuracy and lawfulness of Customer Data and for having the rights necessary to submit it.

5. Acceptable Use

You agree not to:

• Use the Services in violation of applicable law, including transportation and safety regulations;
• Access or attempt to access another customer’s data or any non-public area of the Services;
• Probe, scan, or test the vulnerability of the Services, or interfere with or disrupt their operation;
• Reverse engineer, decompile, or copy the Services or use them to build a competing product;
• Resell, sublicense, or provide the Services to third parties except as permitted by your subscription agreement;
• Upload malicious code or content that is unlawful, infringing, or fraudulent; or
• Use automated means to scrape or extract data from the Services except through interfaces we provide.

Do not use the mobile apps while driving except through hands-free or voice features permitted by law. Always comply with applicable distracted-driving laws and your company’s safety policies.

6. Third-Party Services and Integrations

The Services interoperate with third-party services (such as ELD, fuel, toll, factoring, and load board providers) that you or your company choose to connect. Those services are governed by their own terms and privacy policies, and we are not responsible for them. We do not guarantee the continued availability of any integration and may modify or discontinue one if the third party changes or withdraws its interface.

7. Mobile Application License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to install and use our mobile apps on devices you own or control, for the purpose of using the Services. This license does not permit modification, distribution, or use of the apps for any other purpose.

If you downloaded the app from the Apple App Store or Google Play, the following also applies:

• These Terms are between you and Meridian only — not with Apple Inc. or Google LLC — and Apple and Google are not responsible for the app or its content.
• Apple and Google have no obligation to provide maintenance or support for the app.
• In the event the app fails to conform to an applicable warranty, you may notify Apple and Apple will refund the purchase price (if any); to the maximum extent permitted by law, Apple and Google have no other warranty obligation with respect to the app.
• Apple and Google are not responsible for addressing claims relating to the app, including product liability, regulatory, or consumer protection claims, or claims that the app infringes a third party’s intellectual property rights.
• You represent that you are not located in a country subject to a U.S. Government embargo and are not on any U.S. Government list of prohibited or restricted parties.
• Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to the iOS app and may enforce them against you.
• You must also comply with any applicable third-party terms when using the app (for example, your wireless carrier’s data agreement).

8. Intellectual Property

The Services — including software, design, text, graphics, and trademarks — are owned by Meridian or its licensors and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights in the Services are granted to you. Feedback you choose to provide about the Services may be used by us without restriction or obligation to you.

9. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERIDIAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA — INCLUDING LOCATION, HOURS-OF-SERVICE, OR FINANCIAL DATA RECEIVED FROM THIRD-PARTY INTEGRATIONS — WILL BE ACCURATE OR COMPLETE. THE SERVICES ARE A BUSINESS TOOL AND DO NOT REPLACE YOUR OWN COMPLIANCE OBLIGATIONS UNDER APPLICABLE TRANSPORTATION REGULATIONS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERIDIAN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID TO MERIDIAN FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR ONE HUNDRED U.S. DOLLARS IF NO SUCH AMOUNTS WERE PAID). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

11. Indemnification

To the extent permitted by law, you will indemnify and hold harmless Meridian and its officers, directors, employees, and agents from claims, damages, and expenses (including reasonable attorneys’ fees) arising from your Customer Data, your use of the Services in violation of these Terms, or your violation of applicable law.

12. Suspension and Termination

You may stop using the Services at any time; account deletion is described in our Privacy Policy. We may suspend or terminate your access if you materially breach these Terms, if required by law, or if your company’s subscription ends. Sections that by their nature should survive termination — including Sections 4 and 8–14 — survive.

13. Changes to the Services or These Terms

We may modify the Services over time, and we may update these Terms. If we make material changes, we will notify you through the Services or by email before they take effect and update the effective date above. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Any dispute arising out of or relating to these Terms or the Services will be resolved exclusively in the state or federal courts located in Delaware, and the parties consent to their jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction.

15. Contact Us

Questions about these Terms can be sent to devteam@meridiantms.com.

Meridian TMS, Inc.
Attn: Legal