Bolt System Terms of Service
Revised October 1, 2022
As of the date above the following user terms of service govern all Customers utilizing use of Bolt System, LLC’s transportation management software, applications, and services (collectively the “Services”). Bolt System, LLC, is a Tennessee LLC with principal offices in Nashville, Tennessee, hereinafter referred to as “Bolt”. From time to time, Bolt may revise these Terms of Service by posting a newly revised version online to the Bolt website at www.boltsystem.com/terms-of-service. By continuing to use the Services after the revision(s) are in effect, Customer agrees to thereby accept and be bound by the revised version as of the date of its publication.
1. Technical Requirements
Because the Services are “cloud-based”, Customer understands that to access and utilize the Services, Customer will need their own dedicated high-speed internet access or other network connectivity. Bolt is not responsible for providing or maintaining this access or connectivity to the Customer or for troubleshooting Customer’s network or Customer Systems. Customer may be required to download and install Bolt software, modules or mobile applications or access Bolt websites to use the Services. Because it is a cloud-based solution, enhancements and upgrades to the Services are made on a regular basis. Bolt may change the Services by adding or removing features without notice.
2. Intellectual Property & User License
Bolt agrees to provide Customer with a limited, personal, non-exclusive, non-transferable, non-sub-licensable license to use the Bolt software and websites in accordance with the terms herein. Customer may not use the software or websites for any purpose other than in connection with Customer’s own use of the Services. All title to and rights in the software and websites remain with Bolt and/or its vendors and partners. Customer agrees not to take any action to interfere with these rights or otherwise gain unauthorized access to the intellectual property embodied in the software and websites.
3. Customer Data & Content
Customer understands that in order to provide the Services Bolt may periodically collect, use, process and store information pertaining to Customer’s account and use of the Services. Bolt acknowledges that Customer retains ownership of all such proprietary data and information, and Customer acknowledges that Bolt acts only as a passive conduit of such information. Bolt will not disclose such information to any third party except as necessary to maintain and provide the Services or as otherwise required to comply with applicable law. Customer is responsible for all files and content shared with Bolt via any integration, EDI, API, or other mechanism, and Customer agrees to not transmit harmful information, viruses, or otherwise unlawful content or information.
4. Payment Terms
4.1. Payments. All accounts must be paid via credit card or ACH. Customer is responsible for paying all applicable taxes and fees.
4.2. One Time Fees. Any one-time fees for implementation and service activation, or pursuant to any statement of work or billable Customer request shall be due upon invoicing.
4.3. Monthly Fees. Monthly subscription fees shall be due on the 1st day of each month.
4.4. Late Payment. Bolt will charge a late payment fee of $250 on any monthly payment (not being reasonably disputed by the Customer) that is not received when due. Bolt is entitled to recover a reasonable amount (including attorneys’ fees) expended in connection with the collection of late payments. Bolt may suspend or terminate the Services for non-payment of monthly fees.
5. Changes to Services
To the extent that Customer agrees to expand the scope of Services provided by Bolt, additional charges may apply and Customer’s monthly bill for the Services will be adjusted accordingly. Unless agreed otherwise in writing such additional licenses, users and features shall run co-terminus with the initial term of Customer’s order for services.
6. Termination
6.1. At Term. The period that Customer may access and use the Services shall include an initial contract period (“Initial Term”) together with any and all subsequent renewal periods (“Renewal Terms”). The length of the Initial Term shall be as specified on Customer’s order.
6.2. For Cause. Customer agrees that Bolt may suspend or terminate Customer’s access to the Services without notice if: (i) Customer’s account is more than 60 days past due; (ii) Customer becomes insolvent or bankrupt, Customer is liquidated or is dissolved, or Customer ceases substantially all of its business; (iii) Bolt determines that Customer has violated these terms of service; or (iv) Bolt is required to do so by any court or government authority. If Customer’s account is more than 90 days past due all of the amounts due under this Customer’s order for services shall become immediately due and payable.
7. No Warranties
CUSTOMER AGREES TO USE THE SERVICES AT ITS OWN RISK. CUSTOMER AGREES THAT BOLT AND ITS PARTNERS, VENDORS AND AFFILIATES WILL NOT BE RESPONSIBLE FOR ANY HARM OR DAMAGES THAT RESULT FROM CUSTOMER’S USE OF THE SERVICES. BOLT DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR CUSTOMER’S USE WITHOUT WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY. BOLT AND ITS PARTNERS, VENDORS AND AFFILIATES DO NOT MAKE ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR NON-INFRINGEMENT.
8. Limitation of Liability
CUSTOMER AGREES THAT BOLT, AND ITS PARTNERS, VENDORS AND AFFILIATES WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DAMAGES ARISING FROM CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES EVEN IF BOLT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT THE LIABILITY OF BOLT AND ITS SUPPLIERS, RESELLERS AND AFFILIATES TO CUSTOMER FOR ANY CLAIM WILL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO BOLT FOR THE SERVICES IN THE PREVIOUS TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIM.
9. Other Legal Terms
9.1. Compliance with Laws. Customer agrees to comply with all applicable laws and governmental regulations in connection with its use of the Services.
9.2. Indemnification. Customer agrees to indemnify, defend and hold Bolt free and harmless from any loss, cost, liability or damage, including attorneys’ fees, which Bolt becomes liable for by reason of acts or omissions of Customer. Bolt will not be liable to Customer or any others for any loss or damages due to Customer’s use of the Services.
9.3. Severability. If any provision hereunder is held to be invalid or unenforceable the remainder of these terms of service will be valid and enforceable.
9.4. Waiver. Either party’s failure to enforce any provision or provisions of these terms of service shall not in any way be construed as a waiver of such right or provision.
9.5. Assignment. Bolt shall have the right to assign Bolt’s rights hereunder to an affiliate or successor entity, including a purchaser of Bolt.
9.6. Notices. All notices required to be sent hereunder shall be deemed to have been duly given if (i) transmitted by electronic means or (ii) sent to the recipient by reputable courier service including USPS, FedEx, or UPS. Any notices sent by Customer to Bolt must also include a copy sent to Bolt’s legal team via email at legal@boltsystem.com.
9.7. Governing Law. This Agreement shall be governed by the laws of the State of Tennessee and each party hereby consents to the exclusive jurisdiction of the federal and state courts in that state. Each party submits to personal and subject matter jurisdiction in such court and agrees that such party will not contest venue.
9.8. Time To Bring Claim. No legal action or claim against either party may be brought under this Agreement unless such legal action or claim is commenced within one year after the occurrence causing the alleged harm.