Terms of Service

1. Agreement

These Terms govern access to and use of the software made available through this website (the “Service”). The party providing that software under these Terms is the “Software Provider.” “Organization” means the company or other organization on whose behalf the Service is accessed or used. For use on behalf of Geminder LLC d/b/a BTA Logistics, “BTA” means that company.

By accessing or using the Service after receiving clear notice of these Terms and a reasonable opportunity to review them, you accept these Terms and acknowledge the Privacy Policy. If you do not agree, do not use the Service.

If you accept these Terms on behalf of an Organization, you represent that you have authority to bind it and accept these Terms on its behalf. An Organization accepts these Terms when, after receiving clear notice and a reasonable opportunity to review them, it knowingly directs, permits, or continues use of the Service on its behalf.

The Organization is responsible for use of the Service and compliance with these Terms by all users it authorizes to access the Service on its behalf, including employees, officers, representatives, agents, contractors, drivers, and personnel of its affiliates. Each user also accepts these Terms for that user’s own access and use.

These Terms include the warranty disclaimer and liability exclusions in sections 7 and 8. For BTA, section 8 also contains an express release covering prior software use beginning in July 2026, accepted on the actual date of acceptance.

2. Ownership and permission to use

The Software Provider exclusively owns the software underlying the Service, including its source code, design, structure, interfaces, documentation, and all improvements and derivative works. BTA and every other Organization have no ownership or co-ownership interest in that software. All software rights are reserved by the Software Provider.

The Software Provider gives the Organization and its authorized users a limited, revocable, non-exclusive, non-transferable permission to use the Service for the Organization’s own business operations. That permission gives no right to the source code, resale, sublicensing, or commercialization. Access, use, testing, feedback, or information supplied to the Service does not transfer any software ownership. A separate written agreement between the Software Provider and the Organization controls their relationship if it expressly addresses the same subject and conflicts with these Terms.

You may not remove, obscure, or alter copyright, trademark, or other proprietary notices in the software. The Software Provider reserves its rights in its names, trademarks, and logos; permission to use the Service grants no separate right to use them.

3. Accounts and restrictions

Use only the access given to you. Keep credentials and private links confidential, and notify the Software Provider of suspected unauthorized access. You may not copy, distribute, sell, sublicense, reverse engineer, scrape, or use the Service to develop a competing product, except where applicable law expressly permits an activity despite this restriction. You may not bypass security controls, access another person’s information without authorization, interfere with the Service, or use it unlawfully.

Prohibited interference includes introducing malicious code, attempting to steal credentials, impersonating another user, accessing information outside your authorized role, or deliberately overloading or disrupting the Service.

4. Business records and responsibility

Information and materials submitted through the Service remain their respective owners’ information and materials. They convey no ownership interest in the software. You confirm that you have the right to submit them and that they are accurate. You and the organization you act for are responsible for your business decisions, operations, and legal compliance, and for checking information and outputs before relying on them. The Software Provider supplies software and is not a party to your separate business agreements.

You authorize the Software Provider to process submitted information and materials only as reasonably needed to provide, maintain, secure, and support the Service and as described in the Privacy Policy. This authorization transfers no ownership of that information or those materials.

5. Confidentiality and feedback

Non-public aspects of the Service are the Software Provider’s confidential information. Use and disclose them only as needed for authorized use. The Software Provider may use suggestions and feedback about the Service to improve it without granting the contributor rights in the software.

6. Availability, suspension, and changes

The Software Provider may change, suspend, or end the Service or access to it, including to address misuse, security risk, or legal concerns. The Software Provider may update these Terms and the Privacy Policy. By accepting these Terms, you agree to future minor administrative or clarifying updates that do not materially change your rights or obligations, without further acceptance. Material changes will be accompanied by clear notice and a reasonable opportunity to review them. Further acceptance or consent will be requested when required by applicable law. Updates take effect only as permitted by applicable law.

Using the Service requires compatible devices, browser software, and internet access. You are responsible for your equipment, connectivity, and related charges. These factors and third-party services may affect availability or performance.

7. Disclaimer

To the fullest extent permitted by applicable law, the Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. The Software Provider disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and does not guarantee that the Service will be uninterrupted, error-free, secure, or suitable for any particular result. You choose to use and rely on the Service at your own risk. No statement, assistance, or advice creates a warranty unless expressly included in a written agreement signed by the Software Provider.

8. Limitation of liability

To the fullest extent permitted by applicable law, the Software Provider and its owners, personnel, contractors, successors, and assigns have no liability for any claim, loss, cost, expense, or damage arising out of or relating to the Service, its use or inability to use it, or these Terms. This exclusion includes direct damages; lost profits, revenue, or business; loss or corruption of data; business interruption; and indirect, incidental, special, consequential, exemplary, or punitive damages. It applies under any legal theory, including contract, tort (including ordinary negligence), strict liability, or statute, even if the possibility of the loss was known or advised and even if a remedy fails of its essential purpose.

To the fullest extent permitted by applicable law, your sole and exclusive remedy for dissatisfaction with, or problems arising from, the Service is to stop using it.

By accepting these Terms now on behalf of BTA, an authorized representative expressly agrees that the exclusions in this section also cover BTA’s prior software use beginning in July 2026. To the fullest extent permitted by applicable law, BTA releases the Software Provider and its owners, personnel, contractors, successors, and assigns from claims BTA has arising from that prior software use, whether known or unknown at acceptance, including claims based on ordinary negligence. This release is made on the actual date of acceptance.

Nothing in these Terms excludes or limits liability or rights that applicable law prohibits excluding, limiting, or waiving. Every exclusion and release applies only to the extent it is lawful.

9. Indemnification

You agree to defend, indemnify, and hold harmless the Software Provider and its owners, personnel, contractors, successors, and assigns from third-party claims and reasonable legal expenses arising from your misuse of the Service, breach of these Terms, violation of law or another person’s rights, or information you submit.

10. Governing law and disputes

New Jersey law governs these Terms, without regard to conflict-of-law rules. The state courts in Hudson County, New Jersey, and the United States District Court for the District of New Jersey have exclusive jurisdiction over disputes arising from the Service or these Terms. Before filing a claim, the parties will attempt in good faith to resolve it for 15 days after written notice; urgent protective relief may be sought at any time. To the extent permitted by law, claims must be brought within one year after they arise, on an individual basis, and each party waives trial by jury.

11. General

The Software Provider may assign its rights in the Service and under these Terms to a successor or an entity it owns or controls. You may not assign your rights under these Terms. The Software Provider and its successors and assigns may enforce these Terms directly. If a provision is unenforceable, it will be limited to the extent necessary and the rest will remain effective. Delay in enforcement is not a waiver. These Terms create no partnership, joint venture, or employment relationship. Provisions concerning ownership, restrictions, business records, confidentiality, disclaimers, liability, indemnification, disputes, and enforcement survive the end of access.

Questions and notices concerning these Terms may be sent to support@backtally.com.