These Terms of Use are entered into by and between you and CMS Logistics LLC, a Florida limited liability company, doing business as “CMSTrax” (“Company,” “we,” or “us”). These terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms of Use”), govern your access to and use of https://cmstrax.com (the “Website”), including any content, functionality, and services offered on or through the Website, whether as a guest or a registered user.

By accessing or using the Website, you represent and warrant that you are using the Website on behalf of a business entity or for commercial purposes and that you have the authority to bind such entity to these Terms of Use. If you do not agree, you must not access or use the Website.

Your use of the Website is also subject to the Company’s Privacy Policy, which is incorporated herein by reference.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately upon posting. Your continued use of the Website constitutes acceptance of such changes.

Accessing the Website and Account Security

We reserve the right to withdraw or amend the Website, and any service or material we provide, without notice and in our sole discretion. We shall not be liable if the Website is unavailable at any time or for any period.

You are responsible for ensuring that all persons accessing the Website through your account or internet connection comply with these Terms of Use. All information you provide must be accurate, current, and complete and is governed by our Privacy Policy.

You are responsible for maintaining the confidentiality of your credentials and for all activities conducted under your account. We reserve the right to disable any account at any time in our sole discretion.

Intellectual Property Rights

The Website and its entire contents, features, and functionality are owned by the Company or its licensors and are protected by United States and international intellectual property laws.

Except as expressly permitted, you shall not copy, reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any portion of the Website for any purpose, including commercial purposes, without prior written consent.

All rights not expressly granted herein are reserved.

Trademarks

“CMSTrax,” the Company name, logos, and all related product and service names are trademarks of CMS Logistics LLC or its licensors. Unauthorized use is strictly prohibited.

Prohibited Uses

You agree not to use the Website for any unlawful purpose or in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use.

You shall not attempt to gain unauthorized access, use automated systems to scrape or copy content, introduce malicious code, or otherwise interfere with the operation or security of the Website. You further agree not to access or use the Website for the purpose of developing or providing a competing product or service, and not to reverse engineer, decompile, or otherwise attempt to derive the underlying structure or functionality of the Website.

User Contributions

To the extent the Website permits submission of content, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, and display such content for any business purpose. You represent and warrant that you have all rights necessary to grant such license and that your content does not violate any applicable law or third-party rights.

Data Ownership and License

All data, information, materials, and content submitted, uploaded, transmitted, or otherwise provided by you or on your behalf in connection with your use of the Website (collectively, “User Data”) shall remain your property or the property of your licensors. You grant the Company a non-exclusive, worldwide, royalty-free, sublicensable license to use, process, store, transmit, and display such User Data as necessary to operate, maintain, and improve the Website and related services.

The Company may use aggregated, anonymized, or de-identified data derived from User Data for lawful business purposes, including analytics and product improvement, provided such data does not identify you or disclose confidential information. The Company shall have no obligation to retain User Data following termination and may delete such data in accordance with its policies.

Confidentiality

You agree that any non-public, proprietary, or confidential information of the Company, including technical, operational, or business information, constitutes Confidential Information. You shall not disclose or use such information except as necessary to use the Website in accordance with these Terms.

You agree to protect such Confidential Information using reasonable care and not less than the care used to protect your own confidential information. These obligations do not apply to information that becomes publicly available without breach, is lawfully obtained from a third party, or is independently developed.

Monitoring and Enforcement

We reserve the right, but not the obligation, to monitor, remove, or modify any content and to take any action we deem appropriate, including termination of access and referral to law enforcement.

Content Standards

All content must comply with applicable laws and must not be unlawful, infringing, misleading, or otherwise objectionable.

Reliance on Information

The Website is provided for general informational and commercial purposes only. We make no representations regarding the accuracy, completeness, or usefulness of any content. Any reliance is at your own risk.

Third-Party Links

We are not responsible for third-party websites or resources linked from the Website and disclaim all liability arising from their use.

Geographic Restrictions

The Website is operated from the United States and intended for business use within the United States.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND ALL CONTENT, SERVICES, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND.

Service Availability

The Company does not guarantee that the Website will be uninterrupted, secure, or error-free. The Website may be subject to delays, interruptions, or failures. The Company may modify, suspend, or discontinue the Website at any time without liability.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE AMOUNT PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification

You agree to defend, indemnify, and hold harmless CMS Logistics LLC and its affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Website, your User Data, your violation of these Terms of Use, or your infringement of any rights of a third party, including any third-party claims.

Termination and Suspension

The Company may, in its sole discretion, suspend or terminate your access to the Website at any time for any reason. Upon termination, your right to use the Website ceases immediately, and the Company may delete User Data. The provisions of these Terms that by their nature should survive termination, including but not limited to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, arbitration, and governing law, shall survive.

Independent Contractor

Nothing in these Terms of Use shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between you and the Company. The parties are and shall remain independent contractors, and neither party has any authority to bind, represent, or act on behalf of the other in any manner. You acknowledge and agree that the Company does not control and is not responsible for your business operations, decisions, or interactions with any third parties, and that you shall not make any representations or warranties on behalf of the Company.

Force Majeure

The Company shall not be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, internet failures, or third-party service disruptions.

Compliance with Laws

You agree to comply with all applicable laws, including export and sanctions laws. You represent that you are not subject to any applicable restrictions or prohibited party lists.

Assignment

You may not assign or transfer these Terms of Use, in whole or in part, without the prior written consent of the Company. The Company may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

No Third-Party Beneficiaries

These Terms of Use are for the sole benefit of the parties and do not confer any rights or remedies upon any third party.

Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of Florida, without regard to conflict of law principles. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Broward County, Florida, and you consent to such jurisdiction and venue.

Arbitration

At the Company’s sole discretion, any dispute, claim, or controversy arising out of or relating to these Terms or the Website shall be resolved by final and binding arbitration administered by the American Arbitration Association in accordance with its commercial rules. The arbitration shall be conducted in Broward County, Florida.

This arbitration agreement shall be governed by the Federal Arbitration Act and Florida law. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision. Arbitration shall be conducted on an individual basis only, and you waive any right to participate in any class or representative proceeding.

You acknowledge that any breach of the Company’s intellectual property or confidentiality obligations may cause irreparable harm for which monetary damages would be inadequate, and the Company shall be entitled to seek injunctive or equitable relief in the courts located in Broward County, Florida without the requirement of posting bond or proving actual damages.

Limitation on Time to File Claims

Any claim must be brought within one (1) year after accrual or be permanently barred.

Waiver and Severability

No waiver by the Company of any term or condition shall be deemed a further or continuing waiver. If any provision of these Terms is held invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible to reflect the parties’ intent, and the remaining provisions shall remain in full force and effect.

Entire Agreement

These Terms constitute the entire agreement between you and CMS Logistics LLC d/b/a CMSTrax and supersede all prior or contemporaneous understandings.

Contact Information

This Website is operated by CMS Logistics LLC (d/b/a CMSTrax).
All inquiries should be directed to: connect@cmstrax.com