Terms of Service

Effective Date: December 15, 2025

Website: www.upperway.io

Application: app.upperway.io

Contact: contact@upperway.io

AGREEMENT TO TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and UPPERWAY LLC ("Company," "we," "our," or "us"), governing your access to and use of the UpperWay Transportation Management System (TMS) software platform, including our website at www.upperway.io and application at app.upperway.io (collectively, the "Service").

BY CREATING AN ACCOUNT OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE OUR SERVICE.

1. DESCRIPTION OF SERVICE

UpperWay TMS is a cloud-based transportation management software designed for trucking companies, freight carriers, and logistics operations, providing:

• Dispatch and load management
• Driver and fleet management
• Billing and invoicing
• Driver settlement statements
• Asset management (trucks, trailers, equipment)
• Safety and compliance management
• Maintenance tracking and work orders
• Fuel and toll management
• IFTA reporting and calculations
• Bookkeeping and accounting integration
• Real-time GPS tracking and ELD integration
• Document management
• Driver mobile application
• Reporting and analytics
• Third-party integrations (QuickBooks, ELD providers, etc.)

2. ACCOUNT REGISTRATION

2.1 Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms. If registering on behalf of a business, you represent that you have authority to bind that business.

2.2 Account Information

You agree to:

• Provide accurate and complete registration information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

2.3 Multi-Tenant Architecture

Each subscription is licensed for one trucking company or carrier. Data is isolated between tenants, and each company's data is completely separate from others.

3. SUBSCRIPTION AND PAYMENT

3.1 Free Trial

New accounts receive a 30-day free trial with unlimited loads and full access to all features. No credit card is required during the trial period.

3.2 Credit-Based Pricing

After the trial, continued access requires purchasing load credits. Current pricing packages include:

• 100 Loads Credits - $247 ($2.47/load)
• 250 Loads Credits - $497 ($1.99/load)
• 750 Loads Credits - $997 ($1.33/load)
• 2,000 Loads Credits - $1,997 ($0.99/load)

All credit packages include:

• All features and modules
• Integrated Driver Mobile App
• Unlimited Users
• Unlimited Driver Accounts
• Email and Chat Support
• Credits do not expire

3.3 Billing

• All fees are in US dollars unless otherwise specified
• Payment is processed through secure payment providers
• You authorize us to charge your payment method on file

3.4 Price Changes

We may change pricing with 30 days' notice. Price changes apply to future credit purchases after the notice period.

3.5 Refunds

• Credit packages: No refunds for unused credits
• Trial period: No charges, no refund needed
• Disputed charges must be reported within 30 days

4. USER RESPONSIBILITIES

4.1 Acceptable Use

You agree NOT to:

• Use the Service for any unlawful purpose
• Violate any applicable laws or regulations (including DOT, FMCSA, and transportation regulations)
• Infringe on intellectual property rights
• Transmit viruses, malware, or harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the Service
• Resell or redistribute the Service without authorization
• Use automated systems to access the Service (scraping, bots)
• Impersonate another person or entity
• Input false or fraudulent information about drivers, loads, or safety records

4.2 Your Data

You are responsible for:

• The accuracy of data you enter into the Service
• Maintaining appropriate backups of your critical data
• Ensuring you have rights to upload any content
• Compliance with laws regarding employee and driver data you collect
• Maintaining proper DOT and FMCSA compliance records
• Accurate IFTA and fuel tax reporting

4.3 User Accounts for Your Team

If you create accounts for employees, dispatchers, drivers, or team members:

• You are responsible for their compliance with these Terms
• You must have their consent to create accounts and process their data
• You must remove access when employment ends
• You are responsible for proper handling of sensitive driver information (SSN, CDL, medical records)

4.4 Driver Mobile App

For drivers using the mobile application:

• Drivers must consent to location tracking when using GPS features
• You must inform drivers about data collection practices
• Drivers should not use the app while actively operating a vehicle

5. INTELLECTUAL PROPERTY

5.1 Our Property

The Service, including all software, content, designs, logos, and trademarks, is owned by UpperWay LLC and protected by intellectual property laws. You receive only a limited license to use the Service as described herein.

5.2 Your Content

You retain ownership of data and content you input into the Service. By using the Service, you grant us a limited license to:

• Store and process your data to provide the Service
• Create backups for data protection
• Aggregate anonymized data for analytics and improvement

5.3 Feedback

Any suggestions, ideas, or feedback you provide may be used by us without obligation to you.

6. DATA AND PRIVACY

6.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy.

6.2 Data Security

We implement industry-standard security measures to protect your data, including:

• AES-256 encryption for sensitive data
• HTTPS/TLS encryption for all data in transit
• Secure password hashing (BCrypt)
• Multi-tenant data isolation
• AWS cloud infrastructure with SOC 2 compliance

However, no system is completely secure, and we cannot guarantee absolute security.

6.3 Sensitive Data

The Service processes sensitive personal information including:

• Social Security Numbers (SSN)
• Commercial Driver's License (CDL) information
• Medical certification records
• Drug and alcohol testing records
• GPS location data

You acknowledge that this data requires heightened security and agree to handle it in accordance with applicable laws.

6.4 Data Ownership

• Your business data remains your property
• Upon account termination, you may request an export of your data
• We may retain certain data as required by law (including DOT record retention requirements)

6.5 Data Processing

If you process personal data of individuals in the European Union, you act as the data controller, and we act as the data processor. Additional terms may apply per our Data Processing Agreement.

7. THIRD-PARTY INTEGRATIONS

7.1 Available Integrations

The Service may integrate with third-party services including:

• QuickBooks (accounting synchronization)
• Motive/KeepTruckin (ELD and telematics)
• Google Maps (mapping and routing)
• Trimble/PC*Miler (mileage calculations)
• SendGrid (email notifications)
• EFS (fuel and toll management)
• AWS S3 (document storage)

7.2 Your Responsibility

When you connect third-party services:

• You are responsible for your accounts with those services
• You must comply with their terms of service
• We are not responsible for their actions or data handling

7.3 Data Sharing

Connecting integrations authorizes us to share relevant data with those services as necessary to provide the integration functionality.

8. COMPLIANCE AND REGULATORY

8.1 Transportation Regulations

The Service is designed to assist with DOT and FMCSA compliance, but you remain solely responsible for:

• Actual regulatory compliance
• Accuracy of driver qualification files
• Hours of Service compliance
• Drug and alcohol testing program compliance
• Vehicle maintenance and inspection requirements

8.2 IFTA Reporting

While we provide IFTA calculation tools, you are responsible for:

• Verifying the accuracy of all calculations
• Timely filing of IFTA returns
• Maintaining required supporting documentation

8.3 Record Retention

You acknowledge that DOT regulations require retention of certain records. We will retain records in accordance with regulatory requirements, even after account termination.

9. SERVICE AVAILABILITY

9.1 Uptime

We strive for 99.9% uptime but do not guarantee uninterrupted access. Scheduled maintenance will be announced in advance when possible.

9.2 Modifications

We may modify, suspend, or discontinue any part of the Service at any time. Material changes will be communicated with reasonable notice.

9.3 Support

Support is available via:

• In-app support
• Email: contact@upperway.io
• Response time: Within 1 business day for critical issues

10. DISCLAIMER OF WARRANTIES

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

11.1 Exclusion of Damages

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or data
• Business interruption
• Cost of substitute services
• Regulatory fines or penalties
• Loss of business relationships

11.2 Cap on Liability

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

11.3 Exceptions

Some jurisdictions do not allow limitation of liability for certain damages. In such cases, our liability is limited to the fullest extent permitted by law.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless UpperWay LLC and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights or applicable laws
• Data you input into the Service
• Claims from your employees, drivers, or customers related to your use of the Service
• Regulatory violations or fines related to your operations

13. TERMINATION

13.1 Termination by You

You may cancel your account at any time through your account settings or by contacting contact@upperway.io.

13.2 Termination by Us

We may suspend or terminate your account if you:

• Violate these Terms
• Fail to pay for credits
• Engage in fraudulent or illegal activity
• Remain inactive for an extended period

13.3 Effect of Termination

Upon termination:

• Your right to use the Service ends immediately
• Unused credits are forfeited
• You may request an export of your data within 30 days
• We may delete your data after 30 days (subject to legal retention requirements)
• Provisions that should survive will remain in effect

13.4 Data Export

You may request an export of your data at any time. Exports will be provided in a standard format (CSV, JSON, or PDF) within 30 days of request.

14. DISPUTE RESOLUTION

14.1 Informal Resolution

Before filing any legal action, you agree to contact us at contact@upperway.io and attempt to resolve the dispute informally for at least 30 days.

14.2 Governing Law

These Terms are governed by the laws of the State of Illinois, without regard to conflict of law principles.

14.3 Arbitration

Any disputes not resolved informally shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in court.

14.4 Class Action Waiver

You agree to resolve disputes with us individually and waive any right to participate in class action lawsuits or class-wide arbitration.

14.5 Jurisdiction

For any matters not subject to arbitration, you consent to the exclusive jurisdiction of courts located in the State of Illinois.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and UpperWay LLC regarding the Service.

15.2 Severability

If any provision is found unenforceable, the remaining provisions remain in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

15.4 Assignment

You may not assign or transfer these Terms without our consent. We may assign our rights and obligations without restriction.

15.5 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control, including natural disasters, acts of government, or internet outages.

15.6 Notices

We may provide notices via:

• Email to your registered address
• In-app notifications
• Posting on our website

You may provide notices to us at: contact@upperway.io

15.7 Headings

Section headings are for convenience only and do not affect interpretation.

16. CHANGES TO TERMS

We may modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website
• Sending an email to your registered address
• Displaying a notice in the application

Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Service.

17. CONTACT INFORMATION

For questions about these Terms:

Email: contact@upperway.io

Mailing Address:

UPPERWAY LLC
16W235 83rd St STE E
Burr Ridge, IL 60527
USA

18. SPECIAL PROVISIONS FOR SPECIFIC USERS

18.1 European Union Users

If you are located in the EU:

• Our Data Processing Agreement applies to your use of the Service
• You have rights under GDPR as described in our Privacy Policy
• You may lodge complaints with your local data protection authority

18.2 California Users

If you are a California resident:

• You have rights under CCPA as described in our Privacy Policy
• We do not sell your personal information

18.3 Government Users

If you are a government entity, additional terms may apply. Contact us at contact@upperway.io before registering.

18.4 Motor Carriers

If you are a motor carrier subject to FMCSA regulations:

• You remain solely responsible for compliance with all applicable regulations
• The Service is a tool to assist compliance, not a guarantee of compliance
• You must maintain all required records independently