TMS Spot Terms of Service and User Agreement

Version 2026-10-04. Effective October 4, 2026.

These Terms of Service and User Agreement (the "Terms") are a binding contract between you and LogixSpot LLC, a Florida limited liability company ("LogixSpot," "we," "us," or "our"). They govern your access to and use of TMS Spot, including the website at tmsspot.com, the TMS Spot web app, the broker app, the customer and carrier portals, the driver tracking link, the Co-pilot and other AI features, and any related services (together, the "Service").

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BETA AND AS-IS DISCLAIMER (SECTION 3 AND SECTION 15), A RELEASE AND WAIVER OF CLAIMS (SECTION 16), A LIMITATION OF LIABILITY THAT CAPS WHAT WE OWE YOU (SECTION 17), AN INDEMNITY FROM YOU TO US (SECTION 18), AND A BINDING ARBITRATION AGREEMENT WITH A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER (SECTION 21). SECTION 21 EXPLAINS HOW TO OPT OUT OF ARBITRATION WITHIN 30 DAYS.

1. Accepting these Terms

1.1 How you agree. You accept these Terms when you check the box that says "I agree to the Terms of Service and Privacy Policy" and then create an account, accept an invitation, or continue past a notice asking you to accept updated Terms. You also accept them by using the Service. If you do not agree, do not create an account and do not use the Service.

1.2 Business use only. The Service is for businesses, mainly freight brokerages and the shippers, carriers and drivers they work with. It is not offered to consumers for personal, family or household use. By accepting, you confirm that you are at least 18 years old and are using the Service for business purposes.

1.3 Accepting for a company. If you accept these Terms for a company or other organization, you confirm that you have authority to bind it, and "you" means both you and that organization. The organization that owns a TMS Spot workspace is the "Customer." Each person who signs in to the Service under a Customer's workspace, including employees, contractors, and customer and carrier portal users, is an "Authorized User." The Customer is responsible for its Authorized Users and for making sure they follow these Terms.

1.4 Other documents that are part of these Terms. The following documents are incorporated into these Terms by reference, and you agree to them too:

If one of these documents conflicts with these Terms, these Terms control unless the other document expressly says it controls on a specific point.

1.5 Electronic agreement. You agree that your electronic acceptance is your signature, that these Terms are a written agreement, and that we may give you notices and records electronically, as allowed by the federal Electronic Signatures in Global and National Commerce Act and the Florida Uniform Electronic Transaction Act (section 668.50, Florida Statutes). We keep a record of each acceptance, including the version accepted, the date and time, and the IP address and browser details used.

2. What TMS Spot is, and what it is not

2.1 Software only. TMS Spot is software that helps freight brokers organize their own loads, rates, customers, carriers, documents and messages. LogixSpot provides the software. LogixSpot does not provide transportation, brokerage, freight forwarding, dispatch, insurance, factoring, payment, legal, tax, accounting or compliance services.

2.2 We are not a broker, carrier, shipper or party to any shipment. LogixSpot is not a motor carrier, freight broker, freight forwarder, shipper, consignee or agent of any of them. LogixSpot does not arrange, accept, tender, award, transport, insure or pay for any shipment and is not a party to any rate confirmation, bill of lading, broker-carrier agreement, broker-shipper agreement, quote, bid, tender or other transaction between users or between a user and anyone else. A load "booked," "tendered," "awarded" or "covered" in TMS Spot is an action taken by the Customer, not by LogixSpot.

2.3 You make the freight decisions. You alone are responsible for every business decision you make with or without the Service, including which loads you take, the rates you quote and pay, which carriers you select, whether a carrier is authorized, insured, safe and legitimate, how a load is tracked, and how claims are handled.

3. Beta and experimental service

3.1 The Service is a free beta. TMS SPOT IS AN EXPERIMENTAL, PRE-RELEASE (BETA) SERVICE THAT WE PROVIDE FREE OF CHARGE. It is still being built and tested. It may contain errors, bugs, security weaknesses and incomplete features. It may be slow, unavailable, or lose, corrupt or expose data. Features may change, break or disappear without notice. Features marked "coming soon" are not part of the Service until we release them.

3.2 No commitments. We make no promise of uptime, availability, support, response times, backups, data retention, accuracy or performance, and there is no service level agreement. Any statement on our website or in the Service about features, roadmap, speed, security or results describes our current intent and is not a warranty or promise.

3.3 Keep your own records. You should not rely on the Service as your only system of record for loads, rates, contracts, documents, invoices, compliance files or anything else you are legally or commercially required to keep. You are responsible for keeping your own copies and backups. You can export your data while your account is active.

3.4 You accept the beta risks. You choose to use a free, experimental service, knowing and accepting the risks described in this Section 3. That choice is part of the reason we can offer it for free, and it is reflected in Sections 15 to 18.

4. Accounts and security

4.1 Accurate information. You agree to give accurate and current information when you create an account and to keep it up to date. If you enter an MC or DOT number, you confirm that it belongs to your organization. We do not verify it.

4.2 Your credentials. You are responsible for keeping your passwords, one-time codes, devices and sessions secure, for all activity under your account and workspace, and for promptly removing access for people who should no longer have it. Tell us right away at hello@tmsspot.com if you think your account has been accessed without permission.

4.3 Admins. The Customer's admins control the workspace, including who is invited, roles and permissions, integrations, data imports and exports, and deletion. We may follow the instructions of a Customer's admin about that Customer's workspace.

4.4 Portal and driver users. Customers may invite their shippers and carriers to the customer or carrier portal and may send drivers a tracking link. The Customer is responsible for having the right to invite these people, to share load information with them, and to collect their information, including any required consent.

5. Fees, the founding offer and AI usage

5.1 Free plan. Right now there is no subscription fee for the Service.

5.2 Founding offer. If your workspace signed up during the founding period, the subscription fee for the TMS Spot features we make generally available is waived for 2 years from the date your workspace was created (the "Founding Offer"). The Founding Offer covers subscription fees only. It does not cover paid add-ons, AI usage above the Included AI Allowance, third-party charges, or services that we tell you in advance carry a separate charge. The Founding Offer does not prevent us from changing or discontinuing features, or from ending the beta or the Service under Section 20, and it does not give you a right to any particular feature. It has no cash value and is not transferable except with your workspace.

5.3 Included AI Allowance. Each workspace gets AI usage worth up to US $20.00 per calendar month, measured at the cost our AI providers charge us for that workspace's usage (the "Included AI Allowance"). Unused allowance does not carry over to the next month and has no cash value. We may change how usage is measured as our providers change their pricing, and we will show your current usage in the Service when that view is available.

5.4 AI usage above the allowance. AI usage above the Included AI Allowance is optional and is billed at our provider cost plus 100% (that is, 2 times what our AI providers charge us for that usage). We will show the price basis in the Service before any overage can be charged. We will not charge you for overage unless an admin of your workspace has added a payment method and turned on overage billing. If overage billing is not turned on, AI features may pause or be limited for the rest of the month once the allowance is used up.

5.5 Billing terms for paid usage. If you turn on overage billing or any other paid feature, you authorize us and our payment processor to charge your payment method for the charges shown in the Service, plus any applicable taxes, monthly in arrears. Charges are non-refundable except where required by law or where we made a billing error. You can turn off overage billing at any time; that stops future overage charges. Late or failed payments may lead to suspension of paid features.

5.6 Future pricing. We may introduce subscription fees or other charges in the future. We will give you at least 30 days' notice before any new fee applies to your workspace, and a new fee will only apply if you accept it. If you do not accept, you may stop using the Service and export your data.

5.7 Taxes. You are responsible for any taxes on amounts you pay us, other than taxes on our income.

6. Your data

6.1 You own your data. As between you and LogixSpot, the Customer owns all data, documents, files, messages and other content that you or your Authorized Users put into the Service, and all load, rate, customer, carrier and driver records you create in it ("Customer Data"). We do not claim ownership of Customer Data.

6.2 The license you give us. You grant LogixSpot a worldwide, non-exclusive, royalty-free license to host, copy, store, transmit, process, display and modify Customer Data only as needed to provide, secure, support and improve the Service, to send messages you ask the Service to send, to follow your instructions, to prevent fraud and abuse, and to comply with law. This license includes the right to share Customer Data with our service providers (sometimes called "subprocessors") who help us run the Service, as described in the Privacy Policy.

6.3 AI processing. When you use the Co-pilot or another AI feature, the content you submit and related Customer Data are sent to our AI providers to produce the output. We do not use Customer Data to train our own or third-party general-purpose AI models, and we choose AI provider settings that do not allow the provider to train its models on that content where such a setting is available to us.

6.4 Aggregated data. We may create and use de-identified and aggregated data derived from use of the Service (for example, feature usage statistics or error rates) that does not identify you, your Authorized Users, or any individual, and we own that data. We will not publish your rates, lanes, customers or carriers in a way that identifies you.

6.5 Usage data. We collect technical and usage data about how the Service is used, as described in the Privacy Policy, and may use it to operate, secure and improve the Service.

6.6 Your responsibilities for Customer Data. You are responsible for Customer Data, including its accuracy and legality, and for having all rights, notices and consents needed for us to process it under these Terms. That includes personal information about your employees, customers, carriers and drivers, and phone numbers you text through the Service. Do not put the following into the Service unless a feature is specifically built for it: Social Security numbers, full driver's license numbers, financial account or payment card numbers, health or medical information, biometric data, or information about children.

6.7 Export and deletion. While your account is active, admins can export Customer Data using the export tools in the Service, or by asking us at hello@tmsspot.com. After your workspace is closed, we may delete Customer Data, and we have no obligation to keep it, except that we will try to keep it for 30 days after closing (other than for closing under Section 20.3) so you can ask for an export. Residual copies may remain in backups for a limited time.

6.8 Personal information. For personal information in Customer Data, we act as the Customer's service provider and process it on the Customer's behalf and under its instructions. The Privacy Policy describes our practices.

7. Security, incidents and breach notice

7.1 What we do. We use reasonable administrative, technical and physical measures designed to protect Customer Data, as Florida law (section 501.171, Florida Statutes) requires. Those measures will change over time.

7.2 What we do not promise. NO SYSTEM IS COMPLETELY SECURE. WE DO NOT PROMISE OR WARRANT THAT THE SERVICE, CUSTOMER DATA OR ANY COMMUNICATION WILL BE SECURE, PRIVATE, OR FREE FROM UNAUTHORIZED ACCESS, LOSS, ALTERATION OR DISCLOSURE. You understand that you put data into a free beta at your own risk, and that you are responsible for your own security choices, including passwords, two-step sign-in, device security, who you invite, and which integrations you connect.

7.3 If there is a security incident. If we determine that a breach of security affected personal information in Customer Data, we will notify the affected Customer without unreasonable delay and within the time required by law (for a Florida covered entity's data, no later than 10 days after we determine the breach occurred or have reason to believe it occurred), and we will give the Customer the information we reasonably have that it needs to meet its own notice duties. Where we are the party that must notify individuals or regulators, we will do so as the law requires. Our notice of an incident is not an admission of fault or liability.

7.4 Your security duties. You will tell us promptly about any security issue you find, and you will not test the security of the Service except as allowed in the Acceptable Use Policy.

8. AI features and outputs

8.1 AI can be wrong. The Co-pilot and other AI features use machine learning models that can produce output that is inaccurate, incomplete, out of date, misleading or inappropriate, including wrong customers, lanes, dates, weights, equipment, rates, references, carrier details, summaries, answers to questions about your data, and draft emails ("AI Output").

8.2 Review everything. YOU MUST REVIEW AND CONFIRM ALL AI OUTPUT BEFORE YOU RELY ON IT OR ACT ON IT. You are solely responsible for any load you create, any rate you quote or accept, any message you send, any award you make and any other action you take based on AI Output, whether or not you reviewed it. Features that require a person to confirm an action are a safeguard, not a promise that AI Output is correct.

8.3 No professional advice. AI Output, rate trends, desk estimates, risk scores, detention suggestions and similar features are informational tools. They are not legal, regulatory, tax, financial, insurance, safety or compliance advice, and they are not a market rate guarantee.

8.4 Ownership of AI Output. As between you and us, you own the AI Output generated from your Customer Data, to the extent any rights exist in it. Similar output may be generated for other users.

9. Freight-specific terms

9.1 No liability for shipments. LogixSpot is not responsible or liable for any shipment or anything that happens to it, including loss, damage, theft, shortage, delay, contamination or temperature problems with cargo; accidents, injuries or deaths; detention, layover, TONU, demurrage, accessorial or claims charges; double brokering or carrier fraud; or payment disputes between shippers, brokers, carriers, factoring companies or drivers. Cargo claims and other shipment disputes are between the parties to the shipment.

9.2 Rates and pricing. Contract rates, markup rules, rate trends, lane history, quotes, desk estimates, invoice matching and settlement figures in the Service are based on data you or third parties provide and on calculations that may be wrong. LogixSpot does not guarantee any rate, margin, invoice amount or payment and is not liable for pricing, billing, invoicing or settlement errors. You are responsible for checking every amount before you quote, invoice, pay or collect.

9.3 Carrier vetting, fraud checks and FMCSA data. The Service may show carrier information from the FMCSA and other public or third-party sources, and may run checks, risk scores or a "fraud gate" before a tender goes out ("Vetting Results"). VETTING RESULTS ARE PROVIDED AS-IS FOR INFORMATION ONLY. THEY MAY BE INCOMPLETE, OUT OF DATE OR WRONG, AND THEY DO NOT IDENTIFY EVERY FRAUDULENT, UNSAFE, UNINSURED OR UNAUTHORIZED CARRIER. A carrier that passes a check may still be unsafe or fraudulent, and a carrier that fails one may be legitimate. LogixSpot does not select, approve, certify, endorse, qualify or monitor carriers and does not make any safety, insurance or authority determination. You alone decide whether to use a carrier, and you remain solely responsible for your own carrier selection process and for any claim that you negligently selected, hired or retained a carrier or driver.

9.4 Regulatory compliance. You are solely responsible for your own compliance with all laws that apply to your business, including FMCSA and U.S. Department of Transportation rules, broker registration and financial responsibility requirements, recordkeeping requirements (including 49 C.F.R. Part 371), hazardous materials rules, the Carmack Amendment and other cargo liability rules, customs and cross-border rules, tax rules, and privacy, telemarketing, text messaging and email laws. Nothing in the Service decides any of these questions for you.

9.5 Tracking and location data. Driver tracking depends on the driver's phone, network, settings, battery and consent, and on third-party services. Locations, ETAs, route hazard information, weather and traffic information may be missing, delayed or wrong. Do not use the Service for safety-critical decisions or emergency response.

9.6 Portals. Customer and carrier portals let your shippers and carriers see what you choose to show them and send you bookings, bids and documents. You control what is published through your posting rules and settings, and you are responsible for reviewing every booking, bid and document before you rely on it.

10. Messages sent through the Service

10.1 You are the sender. When the Service sends an email, text message or other communication at your request or under your settings (for example, a tender, a rate confirmation, a check call, or a driver tracking link), you are the sender and are responsible for its content, recipients, timing and legal compliance, including the Telephone Consumer Protection Act, the Florida Telephone Solicitation Act and similar state laws, the CAN-SPAM Act, wireless carrier and messaging provider rules, and any required consent, opt-out handling and registration.

10.2 Text messaging. Text messaging is also governed by the SMS Terms. If you connect your own messaging account (such as a Twilio account), you are responsible for that account, its registrations (including A2P 10DLC brand and campaign registration), its charges, and its compliance with the provider's terms.

11. Acceptable use

You must follow the Acceptable Use Policy. We may remove content, block messages, or suspend or close accounts that we believe violate it.

12. Third-party services and integrations

The Service may connect to or display information from third-party services, such as email, messaging, mapping, telematics, load boards, accounting systems, AI providers and government databases. Third-party services are not part of the Service, are governed by their own terms, and may change or stop working at any time. LogixSpot is not responsible for third-party services or for data you send to them or receive from them. When you connect a third-party service, you authorize us to exchange Customer Data with it as needed for that connection.

13. Our intellectual property

13.1 Our rights. LogixSpot and its licensors own the Service, including its software, design, text, graphics, workflows, models, documentation and the TMS Spot name and logos. These Terms do not transfer any of those rights to you.

13.2 Your right to use the Service. Subject to these Terms, we give the Customer and its Authorized Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Service for the Customer's internal business purposes while the Customer's account is active.

13.3 Feedback. If you send us ideas, suggestions or other feedback about the Service, we may use it for any purpose without obligation to you.

14. Confidentiality

Each party may receive non-public information from the other. Customer Data is your confidential information, and non-public parts of the Service (including unreleased features, pricing and security information) are ours. Each party will use the other's confidential information only for purposes of these Terms and will protect it with reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else. Either party may disclose confidential information when required by law, after giving the other party notice where lawful and practical.

15. Disclaimer of warranties

THE SERVICE, ALL AI OUTPUT, VETTING RESULTS, RATE AND TRACKING INFORMATION, AND EVERYTHING ELSE PROVIDED THROUGH THE SERVICE ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMITTED BY LAW, LOGIXSPOT AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS AND SERVICE PROVIDERS (THE "LOGIXSPOT PARTIES") DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE LOGIXSPOT PARTIES DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST OR CORRUPTED, THAT ANY AI OUTPUT OR VETTING RESULT WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR KEEP YOU IN COMPLIANCE WITH ANY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU GET FROM US OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

16. Assumption of risk, release and waiver of claims

16.1 Assumption of risk. YOU UNDERSTAND THAT THE SERVICE IS A FREE, EXPERIMENTAL BETA AND YOU VOLUNTARILY ASSUME ALL RISK OF USING IT, INCLUDING THE RISK OF DOWNTIME, ERRORS, INACCURATE AI OUTPUT OR VETTING RESULTS, MISSED OR WRONG MESSAGES, AND LOSS, CORRUPTION, UNAUTHORIZED ACCESS TO OR DISCLOSURE OF CUSTOMER DATA (INCLUDING THROUGH A DATA BREACH OR SECURITY INCIDENT).

16.2 Release. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU, ON BEHALF OF YOURSELF, THE CUSTOMER AND ITS AUTHORIZED USERS, AND YOUR AND THEIR SUCCESSORS AND ASSIGNS, RELEASE, WAIVE AND FOREVER DISCHARGE THE LOGIXSPOT PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES AND LIABILITIES OF EVERY KIND, KNOWN OR UNKNOWN, INCLUDING CLAIMS BASED ON THE LOGIXSPOT PARTIES' OWN NEGLIGENCE, ARISING OUT OF OR RELATED TO: (A) ANY SHIPMENT, CARGO, RATE, PAYMENT, CLAIM OR DISPUTE BETWEEN YOU AND ANY SHIPPER, CARRIER, DRIVER, BROKER, FACTORING COMPANY OR OTHER THIRD PARTY; (B) YOUR SELECTION, HIRING OR RETENTION OF ANY CARRIER OR DRIVER, OR ANY VETTING RESULT; (C) ANY AI OUTPUT, OR ANY ACTION YOU TOOK OR DID NOT TAKE BASED ON IT; (D) ANY UNAVAILABILITY, ERROR, DATA LOSS OR DATA CORRUPTION; OR (E) ANY UNAUTHORIZED ACCESS TO, OR USE, ALTERATION OR DISCLOSURE OF, CUSTOMER DATA OR YOUR ACCOUNT, INCLUDING THROUGH A DATA BREACH OR SECURITY INCIDENT.

16.3 Unknown claims. You understand that this release covers claims you do not know about or suspect today, and you waive the benefit of any law that would otherwise limit a general release to known claims.

16.4 What the release does not cover. This Section 16 does not release (a) claims that cannot be released under applicable law, (b) claims for the LogixSpot Parties' fraud, gross negligence, or intentional or willful misconduct, or (c) our obligations to give breach notices required by law.

17. Limitation of liability

17.1 No indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LOGIXSPOT PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OR OPPORTUNITIES, LOST OR CORRUPTED DATA, COST OF REPLACEMENT SERVICES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, CARGO LOSS OR DAMAGE, OR COSTS OF INVESTIGATING OR RESPONDING TO A SECURITY INCIDENT (INCLUDING NOTICE, CREDIT MONITORING, FORENSICS AND REGULATORY COSTS), ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR STATUTE), EVEN IF WE WERE TOLD THEY WERE POSSIBLE.

17.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ALL LOGIXSPOT PARTIES TOGETHER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, INCLUDING CLAIMS RELATED TO DATA BREACHES OR SECURITY INCIDENTS, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS THE CUSTOMER ACTUALLY PAID LOGIXSPOT FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE LIABILITY, AND (B) FIFTY U.S. DOLLARS (US $50.00). For a free workspace that has paid nothing, the cap is US $50.00 in total.

17.3 Why these limits are fair. You agree that the Service is provided free or at a low cost, that the disclaimers, release and limits in Sections 15 to 17 are a fundamental part of the bargain between us, that we would not offer the Service without them, and that they apply even if a limited remedy fails of its essential purpose.

17.4 Exceptions. Sections 17.1 and 17.2 do not limit liability (a) for the LogixSpot Parties' fraud, gross negligence, or intentional or willful misconduct, or (b) that cannot be limited or excluded under applicable law. In those cases our liability is limited to the fullest extent the law allows.

18. Your indemnity

18.1 What you cover. To the fullest extent permitted by law, the Customer will defend, indemnify and hold harmless the LogixSpot Parties from and against any third-party claim, demand, suit, investigation or proceeding, and all related losses, damages, fines, penalties, settlements, costs and reasonable attorneys' fees, arising out of or related to:

18.2 How it works. We will give you prompt notice of a claim (a delay only reduces your obligation to the extent it actually harms you), let you control the defense and settlement (but you may not settle a claim in a way that admits fault by, or imposes an obligation on, a LogixSpot Party without our written consent), and give you reasonable cooperation at your expense. We may take part in the defense with our own counsel at our own cost.

19. Changes to the Service and to these Terms

19.1 Changes to the Service. We may add, change, limit or remove any part of the Service at any time, with or without notice.

19.2 Changes to these Terms. We may update these Terms, the Privacy Policy, the Acceptable Use Policy or the SMS Terms from time to time. Each version has a version date at the top. When we make a material change, we will tell you by email, by a notice in the Service, or both, and we will ask you to accept the new version the next time you sign in. Changes apply from the date you accept them, or, if you keep using the Service after the notice without accepting, from 30 days after the notice. If you do not agree to a change, stop using the Service and you may close your account and export your data. Changes never apply retroactively. A change to Section 21 does not apply to any dispute that you or we gave notice of before the change.

20. Suspension and termination

20.1 By you. You may stop using the Service at any time. An admin may close the workspace in the Service or by emailing hello@tmsspot.com.

20.2 By us, at will. We may suspend or end the Service, the beta, the Founding Offer, or your access, in whole or in part, at any time and for any reason or no reason. Where practical, and unless Section 20.3 applies, we will give you at least 30 days' notice before we permanently shut down the Service or close your workspace, so that you can export your data.

20.3 Immediate suspension. We may suspend or close any account or workspace immediately and without notice if we believe it violates these Terms or the Acceptable Use Policy, creates a security, legal or fraud risk, or harms us, other users or third parties, or if the law requires it.

20.4 Effect of termination. When your access ends, your right to use the Service ends. Sections 5.5 (for amounts owed), 6.4, 6.7, 7.2, 8, 9, 10, 13, 14 and 15 to 23, and any other provisions that by their nature should survive, survive termination.

21. Dispute resolution: arbitration, class action waiver and jury waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND US TO RESOLVE MOST DISPUTES BY BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT, AND IT LIMITS HOW YOU CAN SEEK RELIEF FROM US.

21.1 Informal resolution first. Before starting arbitration or a court case, the party with a dispute must send the other a written notice describing the dispute and the relief sought. Notices to us go to hello@tmsspot.com with "Legal Notice" in the subject line, with a copy by mail to LogixSpot LLC, Attn: Legal Notices, 7901 4th Street North, Suite 300, Saint Petersburg, FL 33702. Both parties will try in good faith to resolve the dispute for 45 days after the notice is received, including by a call if either party asks for one.

21.2 Agreement to arbitrate. Except as stated in Section 21.5, any dispute, claim or controversy between you and LogixSpot arising out of or relating to these Terms, the Service, or the relationship between you and us, including whether a claim must be arbitrated (the "Dispute"), will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect when the arbitration starts, as modified by this Section 21. The arbitrator, and not a court, decides all questions about the scope, validity, enforceability and arbitrability of this Section 21, except that a court decides questions about Sections 21.4 and 21.6.

21.3 Procedure. The arbitration will be heard by a single arbitrator. The seat of arbitration is Orange County, Florida, and any in-person hearing will be held there unless the parties agree otherwise; hearings may be held by video. If the amount in dispute is US $25,000 or less, the arbitration will be decided on written submissions unless the arbitrator decides a hearing is needed. The arbitrator may award any individual relief that a court could award under these Terms, including Sections 15 to 18, and must give a reasoned written decision. Judgment on the award may be entered in any court with jurisdiction. Each party pays its own attorneys' fees and costs, unless the arbitrator awards them under applicable law or these Terms; AAA filing and arbitrator fees are paid as provided in the AAA rules.

21.4 Class action waiver. YOU AND LOGIXSPOT EACH AGREE TO BRING DISPUTES ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims or preside over any form of class or representative proceeding, and may award relief only in favor of the individual party seeking it and only to the extent needed to resolve that party's individual claim.

21.5 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies and stays there, and (b) ask a court for an injunction or other equitable relief to protect its intellectual property, confidential information or the security of the Service, or to stop a violation of the Acceptable Use Policy.

21.6 Mass filings. If 25 or more similar Demands for arbitration are filed against LogixSpot by or with the help of the same or coordinated counsel or entities, the parties agree that the AAA's mass arbitration supplementary rules will apply, that the cases will be administered in batches of no more than 25, and that the statute of limitations is tolled for later batches while earlier batches are pending.

21.7 Jury trial waiver. IF ANY DISPUTE PROCEEDS IN COURT INSTEAD OF ARBITRATION, YOU AND LOGIXSPOT EACH WAIVE ANY RIGHT TO A JURY TRIAL.

21.8 30-day opt-out. You may opt out of this Section 21 by emailing hello@tmsspot.com with the subject "Arbitration Opt-Out" within 30 days after you first accept these Terms. Include your name, your workspace name and the email address of your account. If you opt out, Section 21.4 and Section 21.7 still apply to the extent permitted by law, and Disputes will be resolved in the courts named in Section 22. Opting out does not affect any other part of these Terms.

21.9 Severability of this section. If the class action waiver in Section 21.4 is found unenforceable for a particular claim or request for relief, that claim or request for relief (and only that one) will be severed and heard in court under Section 22 after the arbitration of all other claims is finished. Otherwise, if any part of this Section 21 is found unenforceable, the rest still applies.

21.10 Federal Arbitration Act. These Terms involve interstate commerce, and this Section 21 is governed by the Federal Arbitration Act, 9 U.S.C. sections 1 and following.

22. Governing law and venue

These Terms and any Dispute are governed by the laws of the State of Florida and applicable U.S. federal law, without regard to conflict of laws rules. Subject to Section 21, the state courts located in Orange County, Florida, and the United States District Court for the Middle District of Florida, Orlando Division, have exclusive jurisdiction over any Dispute that is not arbitrated, and you and we consent to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

23. General

23.1 Entire agreement. These Terms, together with the documents listed in Section 1.4 and any order or pricing page you accept in the Service, are the entire agreement between you and us about the Service and replace any earlier agreement, proposal or statement about it. Statements on our marketing website are not part of these Terms.

23.2 Notices. We may send notices to the email address on your account or post them in the Service. Notices to us must be sent to hello@tmsspot.com with "Legal Notice" in the subject line, and by mail to LogixSpot LLC, Attn: Legal Notices, 7901 4th Street North, Suite 300, Saint Petersburg, FL 33702, unless we publish a different notice address.

23.3 Assignment. You may not assign or transfer these Terms without our written consent. We may assign these Terms, including in connection with a merger, acquisition, reorganization or sale of assets.

23.4 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including outages of hosting, network, AI, messaging or other providers, cyberattacks, labor disputes, government action, natural disasters, pandemics, or utility failures.

23.5 Severability. If any part of these Terms is found invalid or unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in effect.

23.6 No waiver. Our failure to enforce any part of these Terms is not a waiver of our right to enforce it later.

23.7 Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment or fiduciary relationship. There are no third-party beneficiaries of these Terms, except that the LogixSpot Parties may enforce Sections 15 to 18.

23.8 Export and location. The Service is operated from and intended for use in the United States. You may not use the Service in violation of U.S. export control or sanctions laws.

23.9 Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation." The plain-language summaries in these Terms are part of the Terms.

24. Contact

LogixSpot LLC, a Florida limited liability company, operates TMS Spot.

Draft notice: This document is a draft prepared for review. It is not legal advice and was not prepared or reviewed by a licensed attorney. Have a Florida-licensed attorney review it before relying on it.