Terms of Service

Last updated: January 1, 2025

1. Acceptance of Terms

By accessing or using the Vertexnexa platform, website, or any of our services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, you may not access or use the Services.

These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Vertexnexa, Inc. ("Vertexnexa," "we," "us," or "our"). Please read them carefully before using our platform.

2. Description of Service

Vertexnexa provides a cloud-based Software-as-a-Service (SaaS) platform designed for trucking businesses of all sizes. Our Services include, but are not limited to:

  • Fleet management and vehicle tracking tools
  • Expense tracking and financial reporting
  • Tax preparation and compliance documentation
  • Load management and dispatch coordination
  • Settlement processing and pay summary generation
  • Business consulting services for trucking entrepreneurs

The availability, features, and pricing of our Services may change from time to time at our sole discretion. We will make reasonable efforts to notify users of material changes to the Services.

3. User Accounts

Registration: To access most features of the platform, you must create an account by providing accurate, current, and complete information. You agree to update your account information promptly if it changes.

Account Security: You are responsible for maintaining the confidentiality of your account credentials, including your password. You agree to notify us immediately at legal@vertexnexa.com if you suspect unauthorized access to your account. You are responsible for all activities that occur under your account.

Accurate Information: You represent and warrant that all information you provide in connection with your account is truthful and accurate. Providing false or misleading information may result in immediate termination of your account.

Account Types: Different account types (owner, admin, dispatcher, driver) have different permission levels. Account administrators are responsible for managing user access within their organization and ensuring all users comply with these Terms.

4. Payment Terms

Subscription Fees: Access to the Vertexnexa platform requires a paid subscription. Fees are based on the plan you select and are outlined on our pricing page. All fees are quoted in U.S. dollars unless otherwise stated.

Billing Cycles: Subscriptions are billed on a monthly or annual basis, depending on your chosen plan. Annual subscriptions are billed at the beginning of each billing period. Monthly subscriptions are billed on the same date each month.

Payment Methods: We accept major credit cards, debit cards, and ACH bank transfers. Payment processing is handled by third-party payment processors, and your payment information is subject to their terms and privacy policies.

Taxes: All fees are exclusive of applicable taxes. You are responsible for paying any sales tax, use tax, VAT, or other taxes imposed by any governmental authority with respect to your subscription, excluding taxes based on Vertexnexa's net income.

Late Payments: If payment is not received by the due date, we reserve the right to suspend or restrict access to your account until payment is made in full. Accounts with overdue balances may incur late fees as permitted by applicable law.

5. Cancellation & Refunds

How to Cancel: You may cancel your subscription at any time through your account settings or by contacting our support team at legal@vertexnexa.com. Cancellation will take effect at the end of your current billing period.

Refund Policy: Monthly subscriptions are non-refundable. Annual subscriptions may be eligible for a prorated refund if cancelled within the first 30 days of the billing period. Refund requests are evaluated on a case-by-case basis. Consulting service fees are non-refundable once the consultation has begun.

Data After Cancellation: Upon cancellation, your account will be deactivated and your data will be retained for 90 days. During this period, you may request an export of your data. After 90 days, your data will be permanently deleted from our systems in accordance with our data retention policies.

6. Acceptable Use

You agree not to use the Services for any unlawful or prohibited purpose. Specifically, you agree not to:

  • Use the platform for any illegal activity, including but not limited to fraud, money laundering, or violation of transportation regulations
  • Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the platform
  • Interfere with or disrupt the integrity or performance of the Services, servers, or networks
  • Upload or transmit viruses, malware, or any other harmful code
  • Access or attempt to access accounts, systems, or data not intended for you
  • Use automated scripts, bots, or scrapers to access the platform without our prior written consent
  • Resell, sublicense, or redistribute the Services without our express written authorization
  • Harass, abuse, or harm other users of the platform

Violation of these acceptable use terms may result in immediate suspension or termination of your account without notice or refund.

7. Intellectual Property

Vertexnexa IP: The Vertexnexa platform, including all software, designs, text, graphics, logos, trademarks, and other content, is the exclusive property of Vertexnexa, Inc. and is protected by applicable intellectual property laws. Your subscription grants you a limited, non-exclusive, non-transferable license to use the Services for your business purposes only.

Your Data: You retain all ownership rights to the data you input, upload, or generate through the platform ("User Data"). By using the Services, you grant Vertexnexa a limited license to process, store, and display your User Data solely for the purpose of providing and improving the Services. We will not use your User Data for any other purpose without your explicit consent.

Feedback: If you provide suggestions, ideas, or feedback regarding the Services, you grant Vertexnexa a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without any obligation to you.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERTEXNEXA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.

IN NO EVENT SHALL VERTEXNEXA'S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNT YOU HAVE PAID TO VERTEXNEXA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VERTEXNEXA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Indemnification

You agree to indemnify, defend, and hold harmless Vertexnexa, Inc. and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your use of or access to the Services
  • Your violation of these Terms
  • Your violation of any applicable law or regulation
  • Your infringement of any third-party intellectual property or other rights
  • Any data or content you submit, upload, or transmit through the Services

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Dallas County, Texas, and you hereby consent to the personal jurisdiction and venue of such courts.

11. Dispute Resolution

Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Dallas, Texas, and shall be conducted by a single arbitrator.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Vertexnexa.

Exceptions: Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

12. Changes to Terms

Vertexnexa reserves the right to modify these Terms at any time. When we make material changes, we will:

  • Update the "Last updated" date at the top of this page
  • Notify you via email to the address associated with your account
  • Provide at least 30 days' notice before material changes take effect

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Services and cancel your subscription.

13. Contact

If you have any questions or concerns about these Terms of Service, please contact us:

  • Email: legal@vertexnexa.com
  • Mailing Address:
    Vertexnexa, Inc.
    Attn: Legal Department
    1200 Main Street, Suite 400
    Dallas, TX 75201
    United States