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Terms of Service

Effective Date: October 5, 2026

These Terms of Service (“Terms”) govern access to and use of the UrbanTMS website, transportation management software, customer tracking pages, mobile apps, and related services (together, the “Services”) provided by UrbanTMS (“UrbanTMS,” “we,” “us,” or “our”).

“Customer” or “you” means the company or organization that signs up for or uses the Services, and the person accepting these Terms on its behalf. If Customer has a separate signed agreement or order form with UrbanTMS, that agreement controls where it conflicts with these Terms.

1. Acceptance

By accessing or using the Services, accepting an account invitation, or signing an order with UrbanTMS, you agree to these Terms. If you are accepting on behalf of a company, you confirm that you have authority to bind that company. If you do not agree, do not use the Services.

2. Accounts and Authorized Users

  • Customer may allow its employees, contractors, drivers, owner-operators, and others it chooses (“Authorized Users”) to access the Services under Customer’s account. Authorized Users must be at least 18 years old.
  • Customer is responsible for its Authorized Users’ activity, for assigning appropriate roles and permissions, and for removing access when someone no longer needs it.
  • Account information must be accurate and kept up to date. Each user should have their own login; credentials must be kept confidential and not shared.
  • Customer must notify us promptly at info@urban-tms.com if it suspects unauthorized access to its account.

3. Subscriptions, Fees, and Billing

  • Your plan, fees, billing frequency, and included features are set in the plan, quote, or order agreed between Customer and UrbanTMS (the “Order”).
  • Customer agrees to pay the fees in the Order when due. Unless the Order says otherwise, fees are non-refundable except where required by law.
  • Fees do not include taxes. Customer is responsible for applicable sales, use, and similar taxes, other than taxes on UrbanTMS’s income.
  • If undisputed fees are overdue, we may suspend access after giving notice.
  • We may change fees for renewal terms with advance notice, as described in the Order.
  • Trial, demo, or evaluation access may be provided at no charge, is provided “as is,” and may be ended at any time.

4. Customer Data

  • “Customer Data” means the data, documents, and other information submitted to the Services by or for Customer, including data retrieved from third-party services that Customer connects.
  • Customer owns its Customer Data. We do not claim ownership of it.
  • Customer grants UrbanTMS a non-exclusive, royalty-free license to host, copy, store, transmit, process, and display Customer Data as needed to provide, secure, support, and improve the Services, to follow Customer’s instructions, and as described in our Privacy Policy.
  • We may create aggregated or de-identified data from use of the Services (for example, lane and rate benchmarks or usage statistics) that does not identify Customer, its customers, carriers, drivers, or any individual, and use it to operate and improve the Services. Customer can turn off lane-rate sharing at any time in company settings.
  • If you send us suggestions or feedback, we may use them without obligation to you.

5. Customer Responsibilities

  • Accurate data. Customer is responsible for the accuracy, quality, and legality of Customer Data, and for reviewing information before relying on it. This includes information read automatically from documents (such as rate confirmations), imported files, and data received from integrations.
  • Lawful use. Customer will use the Services in compliance with all laws that apply to its business, including transportation, employment, privacy, and communications laws.
  • Notice and consent for tracking. Customer is responsible for giving any required notices to, and getting any required consents from, its drivers, owner-operators, employees, and others whose information it puts into the Services, including for GPS/location tracking and ELD or telematics data collection.
  • Regulatory compliance stays with Customer. Customer remains solely responsible for complying with FMCSA regulations, hours-of-service (HOS) rules, ELD requirements, driver qualification, drug and alcohol testing, vehicle inspection and maintenance, IFTA and IRP, insurance, tax, and other legal obligations. ELD, HOS, inspection (DVIR), compliance alert, and IFTA features are tools to help organize information; they do not replace a carrier’s legal compliance obligations. Unless UrbanTMS expressly states in writing that a specific product is a registered ELD, no part of the Services should be used as one.
  • Estimates are estimates. Mileage, routes, ETAs, fuel prices, fuel cost, profit-per-mile, lane rates, IFTA figures, and similar numbers are estimates based on available data and third-party sources. They may be inaccurate or incomplete. Customer should verify them before relying on them for billing, pay, tax filings, or safety decisions.
  • Business decisions. Customer is responsible for its own decisions about dispatch, routing, driver pay, carrier selection, credit, and invoicing. UrbanTMS is a software provider; it is not a motor carrier, broker, freight forwarder, or factoring company, and it does not arrange or transport freight.
  • Equipment. Customer is responsible for the devices, internet access, and third-party accounts it uses with the Services.

6. Acceptable Use

Customer and its Authorized Users will not:

  • use the Services to break the law or violate anyone’s rights, or upload content they do not have the right to share;
  • upload malware, or try to gain unauthorized access to, probe, overload, or disrupt the Services or other customers’ data;
  • reverse engineer the Services (except where the law allows it), or copy, resell, or sublicense the Services, or use them to build a competing product;
  • scrape or access the Services by automated means other than through tools or APIs we provide;
  • use the Services to send spam or unlawful messages;
  • track individuals without legally required notice or consent; or
  • share login credentials or let people outside Customer’s organization use its account, except as permitted by Customer’s plan.

We may suspend access if we reasonably believe it is needed to prevent harm to the Services, our customers, or others, and we will try to give notice when practical.

7. Third-Party Services and Integrations

  • The Services can work with third-party products, such as ELD and telematics providers, accounting software, factoring companies, fuel-card providers, load boards, mapping services, email providers, and public data sources like the FMCSA.
  • Customer’s use of a third-party service is governed by its agreement with that provider. When Customer connects a third-party service, Customer authorizes UrbanTMS to exchange data with it on Customer’s behalf.
  • We do not control third-party services and are not responsible for their availability, accuracy, or security. An integration may change or stop working if the provider changes or ends access.
  • Public data from government and other sources is provided as received and may be out of date.

8. Availability and Changes

  • We work to keep the Services available and reliable, but we do not guarantee that they will be uninterrupted or error-free. There may be planned maintenance and unplanned outages. Unless an Order includes a specific service-level commitment, none applies.
  • We may add, change, or remove features over time. If we remove a material feature Customer is paying for, we will give reasonable notice where practical.
  • Features marked “coming soon,” beta, or preview are provided as is and may change or be discontinued.
  • Customer should keep its own copies of records it is legally required to retain. Export tools are available in the Services.

9. Confidentiality

Each party may receive non-public information from the other (“Confidential Information”). Customer Data is Customer’s Confidential Information; non-public information about the Services and pricing is UrbanTMS’s Confidential Information. The receiving party will use the other party’s Confidential Information only to perform under these Terms, protect it with reasonable care, and share it only with employees, contractors, and advisors who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from someone else without a duty of confidentiality. A party may disclose Confidential Information if required by law, after giving notice to the other party where legally permitted.

10. Intellectual Property

UrbanTMS owns the Services, including the software, design, and UrbanTMS name and logos. Subject to these Terms and payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable right to use the Services for its internal business purposes during its subscription. No other rights are granted.

11. Disclaimers

To the fullest extent permitted by law, the Services are provided “as is” and “as available,” and UrbanTMS disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and accuracy. We do not warrant that estimates, data read from documents, or data from third-party sources will be accurate or complete. The Services do not provide legal, tax, accounting, safety, or regulatory advice.

12. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or business interruption, arising out of or relating to these Terms or the Services, even if advised of the possibility of those damages.

To the fullest extent permitted by law, UrbanTMS’s total liability for all claims arising out of or relating to these Terms or the Services will not exceed the amounts Customer paid to UrbanTMS for the Services in the 12 months before the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so these limits apply only to the extent permitted by law.

13. Indemnity

Customer will defend, indemnify, and hold harmless UrbanTMS and its owners, employees, and contractors from third-party claims, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer Data, including any failure to give required notices or obtain required consents for location or ELD tracking; (b) Customer’s or its Authorized Users’ violation of law or these Terms; or (c) Customer’s transportation operations, including cargo loss or damage, accidents, regulatory violations, and payment disputes with drivers, owner-operators, carriers, shippers, or brokers.

14. Term, Termination, and Data Export

  • These Terms apply for as long as Customer uses the Services. The subscription term is set in the Order. If the Order does not set a term, either party may end the subscription with 30 days’ written notice.
  • We may suspend or terminate access if Customer materially breaches these Terms and does not fix the breach after notice, does not pay undisputed fees when due, or if needed to comply with law or protect the Services or others.
  • When the subscription ends, access to the Services ends and Customer must pay any fees owed through the end date.
  • Data export. Customer can export its data using the export tools in the Services at any time during its subscription. For 30 days after termination, on written request to info@urban-tms.com, we will provide reasonable help exporting Customer Data. After that, we may delete Customer Data as described in our Privacy Policy.
  • Sections that by their nature should continue after termination (including fees owed, Customer Data, confidentiality, disclaimers, limitation of liability, indemnity, and governing law) will continue.

15. Governing Law

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Services will be brought in the state or federal courts located in the State of Washington, and each party consents to the jurisdiction of those courts.

16. Changes to These Terms

We may update these Terms from time to time. We will post the updated version on this page and change the effective date above. If we make material changes, we will give customers reasonable notice, for example by email or in the app. Continued use of the Services after the updated Terms take effect means you accept them. If an Order conflicts with updated Terms, the Order controls for the rest of its term.

17. General

These Terms, together with any Order and our Privacy Policy, are the entire agreement between the parties about the Services. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all of its business. If any part of these Terms is found unenforceable, the rest stays in effect. Failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control. The parties are independent contractors. Notices may be sent by email to the addresses on file, or to UrbanTMS at info@urban-tms.com.

18. Contact

Questions about these Terms: email info@urban-tms.com.