Introduction and Acceptance
This End User License Agreement (“Agreement” or “EULA”) is a binding agreement between Hemut Co. (“Hemut,” “we,” “us,” or “our”) and the individual or entity that accesses or uses the Hemut software, including the Command transportation management system, the Hemut mobile and web applications, and all related features, tools, and integrations (collectively, the “Software”). By installing, accessing, or using the Software, you agree to be bound by this Agreement. If you do not agree, do not install, access, or use the Software.
This Agreement incorporates by reference the Hemut Terms and Conditions and the Hemut Privacy Statement. In the event of a conflict between this Agreement and a separate written service agreement between Hemut and a Customer Organization, the service agreement shall prevail.
Definitions
Customer Organization: The trucking company or logistics business that has entered into a service agreement with Hemut.
Authorized User: An employee, contractor, or agent of a Customer Organization who is granted access to the Software (e.g., dispatchers, planners, drivers, accountants, brokers, and other personnel).
Software: The Hemut AI-powered transportation management platform, including the Command TMS, mobile and web applications, APIs, and all integrations, features, and services provided through it.
Customer Data: Operational and business data that a Customer Organization or its Authorized Users submit to, or generate through, the Software, including data synchronized from connected third-party systems.
License Grant and Scope
Subject to your continuous compliance with this Agreement and the applicable service agreement, Hemut grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your Customer Organization’s internal business operations during the term of the applicable service agreement.
This license is granted only to Authorized Users acting under the authority of a Customer Organization with an active service agreement with Hemut. No rights are granted except as expressly set out in this Agreement.
License Restrictions
You may not, and may not permit any third party to:
Copy, modify, translate, or create derivative works of the Software.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Software, except to the extent this restriction is prohibited by applicable law.
Rent, lease, lend, sell, sublicense, assign, distribute, or otherwise transfer the Software or your access to it.
Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
Use the Software to build a competing product or service, or to benchmark against a competing product.
Access or use the Software in a manner intended to circumvent usage limits, access controls, or security measures.
Use the Software in violation of any applicable law or regulation, or to transmit unlawful, infringing, or harmful content.
QuickBooks and Intuit Integration
The Software offers an optional integration with Intuit Inc.’s QuickBooks products to enable accounting and invoicing workflows, including synchronization of invoices, payments, customers, and related financial records between the Software and a Customer Organization’s QuickBooks account.
By enabling this integration, you authorize Hemut to access, retrieve, and transmit data from and to your QuickBooks account through Intuit’s authorized application programming interfaces, solely as necessary to provide the integration and in accordance with your instructions. You represent that you are authorized to connect the relevant QuickBooks account and to permit this data exchange.
Hemut is an independent third-party developer. The Software is not endorsed by, sponsored by, or affiliated with Intuit Inc. QuickBooks and Intuit are trademarks of Intuit Inc. Your use of QuickBooks remains governed by your separate agreement with Intuit, and your use of the integration is also subject to Intuit’s applicable terms and policies. Hemut is not responsible for the availability, accuracy, or operation of QuickBooks or any Intuit service, and Intuit is not a party to this Agreement and bears no responsibility for the Software.
You may disconnect the QuickBooks integration at any time through the Software’s settings or by contacting Hemut. Hemut’s handling of data exchanged through the integration is described in the Hemut Privacy Statement.
Authorized Users and Account Security
The Software is intended for use only by Authorized Users who are at least 18 years of age and have authority to act on behalf of their Customer Organization. Customer Organizations are responsible for determining which personnel are granted access and for assigning roles and permissions.
Account credentials are personal and must not be shared. You are responsible for maintaining the confidentiality of your login information and for all activity that occurs under your account. You agree to promptly notify your Customer Organization or Hemut of any unauthorized use of your account or any other breach of security.
Customer Data and Ownership
As between the parties, the Customer Organization retains all ownership rights in its Customer Data. You grant Hemut a limited license to host, process, transmit, and display Customer Data solely to provide and improve the Software and to deliver the contracted services, in accordance with the Hemut Privacy Statement.
Hemut operates as a data processor on behalf of Customer Organizations, which act as data controllers. Hemut does not sell personal information. Personal data is stored on servers located in the United States, and Hemut implements reasonable administrative, technical, and physical safeguards to protect it.
Third-Party Services
The Software integrates with and relies upon third-party service providers to deliver certain functionality, which may include Intuit QuickBooks (accounting integration), Twilio (SMS delivery), Amazon Web Services (file storage), and mobile push notification providers, among others. These services are governed by their own terms and privacy policies, and Hemut is not responsible for their practices, availability, or performance.
Intellectual Property
The Software, including all software code, content, designs, trademarks, logos, and documentation, is and remains the exclusive property of Hemut Co. and its licensors, and is protected by intellectual property laws. This Agreement grants you a license to use the Software, not a sale, and confers no ownership rights. All rights not expressly granted are reserved by Hemut.
Updates and Modifications
Hemut may, from time to time, develop and provide updates, upgrades, patches, or new versions of the Software, which may be automatically installed without additional notice. Hemut reserves the right to modify, add, or discontinue features of the Software at any time, with reasonable notice to affected Customer Organizations where practicable. This Agreement governs any updates unless an update is accompanied by a separate license, in which case that license governs.
Disclaimers and Limitation of Liability
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Hemut does not warrant that the Software will be uninterrupted, error-free, or secure, that defects will be corrected, or that results obtained from the Software will be accurate or reliable.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEMUT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SOFTWARE. Hemut’s total aggregate liability for any claims arising under this Agreement shall not exceed the amount paid by the applicable Customer Organization to Hemut in the twelve (12) months preceding the claim.
Indemnification
You agree to indemnify, defend, and hold harmless Hemut Co., its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Software in violation of this Agreement, your violation of any applicable law or regulation, any content or data you transmit through the Software, or your Customer Organization’s failure to obtain appropriate consents for data processing.
Term and Termination
This Agreement is effective upon your first access to the Software and continues until terminated. Hemut may suspend or terminate your license immediately if you violate this Agreement, if your Customer Organization’s service agreement is terminated or expires, if your Customer Organization revokes your access, or if required by law.
Upon termination, your right to use the Software ceases immediately, and you must stop all use of the Software. Hemut will handle data retention and deletion in accordance with the Hemut Privacy Statement and the applicable service agreement. The Definitions, Customer Data and Ownership, Intellectual Property, Disclaimers and Limitation of Liability, Indemnification, and Governing Law sections survive termination.
Governing Law and Dispute Resolution
This Agreement is governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall first be addressed through good-faith negotiation. If a dispute cannot be resolved within thirty (30) days, it shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Illinois. Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction.
Changes to This Agreement
Hemut reserves the right to update or modify this Agreement at any time. We will notify Customer Organizations of material changes through the Software or via email. Your continued use of the Software after changes are posted constitutes acceptance of the revised Agreement.
Contact Information
Hemut Co. 850 New Burton Rd. Dover, DE 19904 Email: privacy@hemut.com Phone: 559-944-7199