1. Acceptance of terms
These Terms of Service (“Terms”) form a binding agreement between you and Deliver WMS LLC, a Delaware limited liability company (“Deliver WMS,” “we,” “us,” or “our”). They govern your access to and use of the Deliver WMS platform and any related products, services, or websites we operate (collectively, the “Service”).
By creating an account, accessing, or using the Service, you agree to these Terms. If you are using the Service on behalf of an organization (a “Customer”), you represent that you have authority to bind that organization, and “you” refers to that organization. If you do not have such authority, or you do not agree to these Terms, do not use the Service.
For customers who have signed a separate written agreement with us (such as a Master Services Agreement or order form), the terms of that signed agreement control in the event of any conflict with these Terms.
2. Eligibility and accounts
The Service is intended for business use only. You must be at least 18 years of age and capable of forming a binding contract to use the Service.
You are responsible for:
- Providing accurate, current, and complete information during registration and keeping it updated
- Safeguarding your account credentials and not sharing them
- All activity that occurs under your account
- Notifying us immediately of any unauthorized access at
security@deliverwms.com
We may suspend or terminate accounts that contain false information, have not been verified, or appear compromised.
3. Subscription, billing, and trial
3.1 Plans and tiers
The Service is offered on the plans described at /pricing: a free pay-as-you-go (PAYG) tier and paid platform tiers (Starter, Growth, Scale). The features included with each plan are described on the pricing page and may be updated from time to time as the Service evolves.
3.2 Fees
You agree to pay all fees for your selected plan and any usage charges (per stop, per label, per pallet position, and any other metered usage). Fees are stated in US dollars and exclude applicable taxes, which are your responsibility.
3.3 Free trials
If we offer you a free trial, the trial period and any conditions will be specified at signup. We may modify or discontinue free trials at any time without notice.
3.4 Billing cycle
Paid plans are billed monthly in advance for the platform fee. Usage charges are billed in arrears at the end of each billing cycle. Plan upgrades take effect immediately and are pro-rated. Plan downgrades take effect at the end of the current billing cycle.
3.5 Payment method
You authorize us (and our payment processor, Stripe) to charge your designated payment method for all fees when they become due. If payment fails, we may suspend the Service after providing notice and a reasonable opportunity to cure (typically 10 days).
3.6 Refunds
Fees are non-refundable except where required by applicable law or expressly stated otherwise (for example, a defect-of-service credit issued at our discretion).
3.7 Taxes
You are responsible for all taxes, duties, and government charges associated with your use of the Service, other than taxes on our net income.
4. Acceptable use
You agree not to:
- Use the Service in violation of any applicable law, regulation, or third-party right
- Attempt to gain unauthorized access to, interfere with, or disrupt any part of the Service or its infrastructure
- Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent such restriction is prohibited by law
- Use the Service to send spam, malware, or other harmful or unlawful content
- Resell, sublicense, or make the Service available to any third party except as expressly permitted (for example, to your warehouse clients through the B2B client portal feature, which is a permitted use)
- Use the Service to build a competing product, or scrape or use our data to train a machine learning or AI model that competes with the Service
- Misrepresent your identity or affiliation, including spoofing or impersonation
- Bypass, manipulate, or interfere with rate limits, security features, or access controls
We reserve the right to investigate and take action against violations, including suspending or terminating accounts.
5. Your data and your customers’ data
5.1 Ownership
You retain all rights, title, and interest in and to the data you upload to or generate through the Service, including operational data such as inventory, orders, billable events, and any data belonging to your warehouse clients (collectively, “Customer Data”). We claim no ownership over Customer Data.
5.2 License to operate the Service
You grant us a worldwide, non-exclusive, royalty-free license to use, host, copy, transmit, display, and process Customer Data solely as needed to provide, secure, and improve the Service for you, and to perform our obligations under these Terms.
5.3 Responsibility for Customer Data
You are responsible for:
- The accuracy, quality, and legality of Customer Data
- Having all necessary rights and consents to upload Customer Data and to authorize our processing of it
- Notifying any individuals whose personal information you upload of how that data will be processed
- Complying with all laws applicable to your collection and use of Customer Data
5.4 Data processing
When you upload personal information through the Service, you act as the data controller and Deliver WMS acts as your data processor. Our Data Processing Agreement sets out the terms governing that processing.
5.5 Aggregated and anonymized data
We may collect and use aggregated, anonymized, or de-identified data derived from Customer Data (data that does not identify you, your warehouse clients, or any individual) to operate, secure, analyze, and improve the Service, and to publish industry benchmarks or research. This data does not include any personal information.
6. Service availability and changes
6.1 Uptime
We strive to provide a reliable, available Service. We do not guarantee uninterrupted service. We may perform scheduled maintenance, security updates, and emergency repairs that temporarily affect availability. Where commercially reasonable, we will provide advance notice of significant scheduled maintenance.
If your signed agreement with us includes a specific uptime commitment or service level agreement, that document controls.
6.2 Changes to the Service
The Service evolves continuously. We may add, modify, or remove features without prior notice, except that we will not materially reduce the core functionality you are paying for during your billing cycle without advance notice. Deprecation of a major feature will be communicated at least 60 days in advance where reasonably practicable.
7. Intellectual property
7.1 Our IP
The Service, including all software, designs, documentation, trademarks, and content (other than Customer Data and other content you provide), is owned by Deliver WMS or our licensors and is protected by intellectual property laws. We grant you a non-exclusive, non-transferable, revocable license to access and use the Service during your subscription, subject to these Terms.
7.2 Feedback
If you provide us with suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose without compensation or attribution.
7.3 Trademarks
“Deliver WMS” and our logo are trademarks of Deliver WMS LLC. You may not use them without our prior written consent except in factual references (for example, “we use Deliver WMS to run our warehouse”).
8. Third-party services
The Service may integrate with or link to third-party services (for example, carriers, marketplaces, payment processors, identity providers). Your use of any third-party service is governed by that service’s own terms and privacy policy. We are not responsible for the availability, content, or practices of third-party services.
9. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential, including the Service’s technical details, customer lists, pricing, and Customer Data. Confidential information may be disclosed:
- To employees, contractors, and advisors who need to know and are bound by similar confidentiality obligations
- As required by law, provided the receiving party (where lawfully permitted) gives the other party prompt notice and a reasonable opportunity to challenge the disclosure
Confidentiality obligations survive termination of these Terms for three years, except for trade secrets and Customer Data, which remain confidential indefinitely.
10. Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE COMPLETE OR ACCURATE.
NO ADVICE OR INFORMATION OBTAINED FROM US OR THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(A) IN NO EVENT SHALL DELIVER WMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) DELIVER WMS’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES PAID BY YOU TO DELIVER WMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED US DOLLARS ($100).
(C) THE LIMITATIONS IN THIS SECTION 11 APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IF SUCH LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY.
12. Indemnification
You will defend, indemnify, and hold harmless Deliver WMS and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Your use of the Service in violation of these Terms or applicable law
- Customer Data, including any claim that Customer Data infringes a third-party right or violates law
- Your breach of any representation, warranty, or obligation under these Terms
We will give you prompt written notice of the claim, tender control of the defense and settlement to you (provided any settlement that admits liability or imposes obligations on us requires our prior written consent), and reasonable cooperation at your expense.
13. Term and termination
13.1 Term
These Terms remain in effect for as long as you have an active account or use the Service.
13.2 Termination by you
You may terminate your account at any time by following the cancellation steps within the Service or by emailing support@deliverwms.com. You remain responsible for fees accrued through the effective date of termination.
13.3 Termination by us
We may suspend or terminate your access to the Service:
- For material breach of these Terms that is not cured within 10 days of written notice (or immediately for breaches that cannot be cured, such as misuse that threatens platform security)
- For non-payment of fees that remain unpaid 10 days after a payment failure notice
- If required by law or to protect the security of the Service or other customers
13.4 Effect of termination
Upon termination:
- Your right to access the Service ends
- We will, on written request received within 30 days of termination, make Customer Data available for export in a commercially reasonable format
- After 30 days, we may delete Customer Data, except where retention is required by law or by a separate written agreement
- Sections that by their nature should survive termination will survive (including §§ 5, 7, 9, 10, 11, 12, 13.4, 14, 15)
14. Governing law and dispute resolution
These Terms are governed by the laws of the State of New Jersey, without regard to its conflicts of law principles. The exclusive venue for any dispute arising out of or relating to these Terms or the Service shall be the state courts located in Monmouth County, New Jersey, and you and Deliver WMS consent to personal jurisdiction in those courts.
Before initiating any formal dispute, the parties agree to attempt good-faith resolution by written notice to the other party. The notice must describe the dispute and the proposed resolution. If the dispute is not resolved within 30 days, either party may proceed.
EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY. EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. Disputes must be brought in an individual capacity only.
15. General
15.1 Entire agreement
These Terms, together with our Privacy Policy, Data Processing Agreement, and any order form or signed agreement, constitute the entire agreement between you and Deliver WMS regarding the Service and supersede any prior or contemporaneous agreements.
15.2 Changes to the Terms
We may modify these Terms from time to time. Material changes will be communicated at least 30 days in advance via email or in-app notice. Your continued use of the Service after the effective date of revised Terms constitutes acceptance of the changes. If you do not agree, your sole remedy is to terminate your account.
15.3 Assignment
You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of our assets.
15.4 Severability
If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
15.5 No waiver
A party’s failure to enforce any provision does not constitute a waiver of that provision or of any other right under these Terms.
15.6 Force majeure
Neither party is liable for delays or failures in performance caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or utility outages, pandemics, or natural disasters, except for payment obligations.
15.7 Notices
Notices to Deliver WMS must be sent to legal@deliverwms.com. Notices to you may be sent to the email address associated with your account or posted in the Service.
15.8 Independent contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
15.9 Contact
Questions about these Terms? Email legal@deliverwms.com or contact us.
Questions about this document? Email legal@deliverwms.com or contact us.