Terms of Service

1. Introduction

These Terms of Service (the “Terms”) govern your access to and use of the websites, applications, APIs and transport management services provided by ARC Logistical Systems Inc. (“ARC”, “we”, “us” or “our”), a corporation incorporated under the Canada Business Corporations Act (collectively, the “Service”).

By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

If you do not agree to these Terms, do not use the Service.

2. Definitions

“Authorized User” means an individual you permit to access the Service under your account, including your employees, drivers, dispatchers and contractors.

“Customer Data” means all data, records and content that you or your Authorized Users submit to, or generate through, the Service, including load records, dispatch records, telematics and location data, and driver and contact information.

“Documentation” means the user guides and technical documentation we make available for the Service.

“Order” means an order form, online sign-up, or written agreement referencing these Terms.

“Subscription Term” means the period for which you have subscribed to the Service.

3. The Service

ARC provides cloud-based transport management system software for commercial motor carriers, including dispatch, load management, driver communication, document handling and related reporting functions.

We may modify, enhance or discontinue features of the Service from time to time. We will not materially reduce the core functionality of the Service during a paid Subscription Term without notice to you.

4. Accounts and Eligibility

You must be at least 18 years of age and capable of forming a binding contract to use the Service. The Service is intended for business use and is not directed to consumers or children.

You are responsible for:

• maintaining the confidentiality of account credentials;
• all activity occurring under your account, whether or not authorized by you;
• ensuring your Authorized Users comply with these Terms; and
• notifying us promptly at [email protected] of any suspected unauthorized access.

5. Fees, Billing and Taxes

5.1 Fees. You agree to pay the fees set out in your Order. Unless stated otherwise, fees are quoted in Canadian dollars and are billed in advance on the billing cycle specified in your Order.

5.2 Taxes. Fees are exclusive of taxes. You are responsible for all applicable goods and services tax, harmonized sales tax, provincial sales tax and any similar taxes, which will be added to your invoice at the rate applicable to your location.

5.3 Payment. You authorize us to charge your designated payment method for all amounts due. If a payment fails, we may retry the charge and may suspend the Service until payment is received.

5.4 Late amounts. Overdue amounts may bear interest at 1.5% per month (19.56% per annum) calculated from the due date until paid.

5.5 Changes to fees. We may change our fees on at least thirty (30) days’ notice before the start of your next Subscription Term. Fee changes do not apply retroactively within a Subscription Term you have already paid for.

5.6 Refunds. Except where expressly stated in your Order or required by law, fees are non-refundable.

6. Customer Data

6.1 Ownership. As between you and ARC, you retain all right, title and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to ARC.

6.2 Licence to ARC. You grant ARC a non-exclusive, worldwide licence to host, copy, process, transmit and display Customer Data solely to the extent necessary to provide, maintain, secure and support the Service, and to comply with law.

6.3 Your responsibilities. You represent and warrant that you have all rights, consents and authority necessary to submit Customer Data to the Service and to permit ARC to process it as described in these Terms and in our Privacy Policy. This includes obtaining any consent required from drivers and other individuals whose personal information you submit, including consent to location tracking and to receive text messages.

6.4 Aggregated data. We may generate aggregated and de-identified data derived from use of the Service, and may use that data to operate, improve and benchmark the Service, provided it does not identify you, your Authorized Users, or any individual.

6.5 Return and deletion. On termination, you may export Customer Data for thirty (30) days. After that period we may delete Customer Data in accordance with our retention practices described in the Privacy Policy.

7. Acceptable Use

You will not, and will not permit any Authorized User to:

• use the Service in violation of any applicable law, including transport, privacy, anti-spam or telecommunications law;
• send messages through the Service to any individual who has not consented to receive them, or who has withdrawn consent;
• upload malicious code, or attempt to gain unauthorized access to the Service or its underlying systems;
• reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by law;
• resell, sublicense or provide the Service to third parties except as expressly permitted in your Order;
• use the Service to send unsolicited commercial messages; or
• interfere with or disrupt the integrity or performance of the Service.

We may suspend access without notice where we reasonably believe continued access poses a security risk, a risk of harm to others, or a risk of legal liability to ARC.

8. Text Message (SMS) Program

This section applies to text messages sent by ARC. It is provided in the form required for messaging campaign registration.

8.1 Program provider. The text messaging program described in this section is operated by ARC Logistical Systems Inc.

8.2 Program description. ARC sends text messages relating to transport and dispatch operations, including load assignments and updates, pickup and delivery notifications, status and exception alerts, appointment and schedule reminders, account and security notifications, and customer support communications.

8.3 Consent. By providing your mobile telephone number to ARC, or by having it provided to ARC by the carrier or employer whose account you are associated with, you consent to receive text messages from ARC at that number. Consent to receive text messages is not a condition of purchase of any goods or services. Where messages are sent to individuals associated with a customer’s account, that customer is responsible for obtaining the necessary consent before submitting the number to ARC.

8.4 Message frequency. Message frequency may vary. The number of messages you receive depends on your role, your account settings and the level of operational activity on your account.

8.5 Pricing disclosure. Message and data rates may apply. ARC does not charge for text messages, but your mobile carrier may charge you for messages sent or received, according to your mobile plan. Contact your mobile carrier for details of your plan.

8.6 Opt-out instructions. You may cancel messages at any time. Reply STOP to any message to unsubscribe, or text STOP to [Pending]. After you send STOP, we will send a single message confirming that you have been unsubscribed, and you will receive no further messages from that program. To rejoin, sign up again as you did initially, or reply START.

8.7 Help. For help, reply HELP to any message, text HELP to [Pending], or email us at [email protected].

8.8 Carriers and delivery. Message delivery is subject to effective transmission by your mobile carrier and is not guaranteed. Mobile carriers are not liable for delayed or undelivered messages.

8.9 Supported carriers. Supported carriers may change from time to time and may include carriers in Canada and the United States.

8.10 Privacy. Your mobile number and messaging consent are handled in accordance with our Privacy Policy: livelogistics.ca/privacy. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes, and text messaging originator opt-in data and consent are never shared with any third party.

8.11 Anti-spam compliance. ARC sends commercial electronic messages only in compliance with Canada’s Anti-Spam Legislation and, where applicable, the United States Telephone Consumer Protection Act and CTIA messaging principles.

9. Third-Party Services

The Service may integrate with third-party services such as telematics providers, mapping services, payment processors and messaging carriers. Your use of a third-party service is governed by that provider’s terms, and ARC is not responsible for third-party services.

10. Intellectual Property

ARC and its licensors own all right, title and interest in and to the Service, the Documentation, and all software, designs, text, graphics and other content forming part of the Service, together with all intellectual property rights in them. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your Subscription Term for your internal business purposes.

Feedback. If you provide suggestions or feedback about the Service, we may use it without restriction or obligation to you.

11. Confidentiality

Each party may receive confidential information of the other. The receiving party will use the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care, and will use confidential information only to perform its obligations under these Terms. This obligation does not apply to information that is publicly available, independently developed, or rightfully received from a third party without restriction, and does not prevent disclosure required by law.

12. Availability and Support

We will use commercially reasonable efforts to make the Service available, except during planned maintenance, and except for circumstances beyond our reasonable control. Support is provided at [email protected] during our normal business hours. Any specific service level commitments will be set out in your Order.

13. Term and Termination

13.1 Term. These Terms apply from the date you first accept them until your account is terminated.

13.2 Termination by you. You may terminate at the end of your then-current Subscription Term by giving notice before that term ends.

13.3 Termination by ARC. We may terminate or suspend your access if you materially breach these Terms and fail to cure the breach within thirty (30) days of written notice, or immediately if the breach is incapable of cure or involves unlawful activity.

13.4 Effect. On termination, your right to access the Service ends. Sections 6.1, 10, 11, 14, 15, 16, 17 and 20 survive termination.

14. Disclaimer of Warranties

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”, and ARC disclaims all warranties, conditions and representations of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

ARC does not warrant that the Service will be uninterrupted, error-free, or that it will meet your requirements. The Service is a tool for managing transport operations. It is not a substitute for your own compliance with transport, safety, hours-of-service or other regulatory obligations, which remain your responsibility.

15. Limitation of Liability

To the maximum extent permitted by law:

15.1 Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, business, goodwill or anticipated savings, however caused and under any theory of liability, even if advised of the possibility of such damages.

15.2 ARC’s total aggregate liability arising out of or relating to these Terms or the Service will not exceed the total fees paid by you to ARC in the twelve (12) months immediately preceding the event giving rise to the claim.

15.3 These limitations do not apply to liability that cannot be limited or excluded by applicable law.

16. Indemnity

You will defend, indemnify and hold harmless ARC and its directors, officers and employees from and against any third-party claim arising out of or relating to: (a) Customer Data, including any claim that your submission of Customer Data infringed a third party’s rights or breached privacy or anti-spam law; (b) your use of the Service in breach of these Terms or applicable law; or (c) your failure to obtain any consent required from drivers or other individuals, including consent to receive text messages.

17. Governing Law and Disputes

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in that province, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the courts of British Columbia, sitting in Vancouver, and waive any objection based on venue or forum non conveniens.

18. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will give notice by email or through the Service at least thirty (30) days before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you may terminate as described in section 13.2.

19. General

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition or sale of substantially all of our assets.

Entire agreement. These Terms, together with your Order and our Privacy Policy, form the entire agreement between the parties and supersede all prior agreements and understandings on the subject.

Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions remain in effect.

No waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.

Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control.

Notices. Notices to you may be sent to the email address on your account. Notices to ARC must be sent by email to [email protected].

Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que cette convention et tous les documents qui s’y rattachent soient rédigés en anglais.

20. Contact

ARC Logistical Systems Inc.

Email: [email protected]
Text: [Pending]
Privacy Policy: livelogistics.ca/privacy