Vooma Terms of Service


Terms of Service

Last Updated: October 24th, 2023

IMPORTANT: Please read thisTerms of Service Agreement (“Agreement”)before clicking the “accept” button, and/or using the Vooma, Inc. (“Vooma”) software-as-a-service productthat accompanies or is provided in connection with this Agreement.  By clicking the “Accept” button, and/or using the Vooma Service in any way, you and the entity that you represent (“Subscriber”) is unconditionally consenting to be bound by and is becoming a party to this Agreement with Vooma and you represent and warrant that you have the authority to bind such entityto these terms. If Subscriber does not unconditionally agree to all of the terms of this Agreement, use of the Vooma Service is strictly prohibited.

Please note that Vooma may modify or amend this Agreement at any time. When Vooma modifies or amends this Agreement it will update the last updated date above, and Vooma may send an email to the last email address provided by Subscriber to Vooma.  Vooma may require Subscriber to provide consent to the updated Agreement in a specified manner before any further use of the Vooma Service is permitted. IfSubscriber does not agree to any change(s) after receiving a notice of such change(s), Subscriber must stop using the Vooma Service. Otherwise,Subscriber’s continued use of the Vooma Service constitutes its acceptance of such change(s).  Please regularly check this Agreement.


1.             Definitions.  As used in this Agreement:

1.1           Connected Account” means any third-party platform connected to, or integrated with, the Vooma Service by or on behalf of Subscriber, such as transportation management system (TMS), email systems, rating/pricing systems and scheduling automation platforms.

1.2           “Connected Account Data” means any data collected from, or provided by, anyConnected Account.

1.3           “OrderForm” means any order form for Vooma Service executed by both parties that references this Agreement.

1.4           “PerformanceData” means any log files, metadata, telemetry data and other technical performance data automatically generated by the Service relating to the use, performance, efficacy, reliability and/or accuracy of the Vooma Service, which does not contain any personally identifiable information or Subscriber Data.

1.5           “SubscriberData” means Connected Account Data, and any other data uploaded or transmitted to the Vooma Service by Subscriber.

1.6           Users” means Subscriber’s employees, representatives, consultants, contractors, or agents authorized by Subscriber to access the Vooma Service.

1.7           “Vooma Platform” means the technology, including AI and machine learning algorithms, used by Vooma to deliver the Vooma Service to Subscriber.

1.8           Vooma Service” means the on-line service delivered by Vooma to Subscriber using the Vooma Platform as described in the OrderForm.

2.             Vooma Service.  Commencingas of the date set forth in the Order Form, subject to the terms and conditionsof this Agreement, Vooma hereby grants to Subscriber a non-sublicensable,non-transferable (except as provided in Section 12), non-exclusive sbscriptiontoaccess and use the Vooma Service by solelfor Subscriber’s internal business purposes.

3.             Onboarding and Connected Accounts.

3.1           Connected Accounts. In order to access many of the features and functions of the Vooma, Service, Subscriber will need to link its ConnectedAccounts to the Vooma Service.  By granting Vooma access to any Connected Account, (i) Subscriber represents and warrants that it is entitled to disclose any log-in information provided bySubscriber in connection therewith (if applicable) and/or to grant Vooma access to such Connected Accounts, (ii) Subscriber represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) Subscriber acknowledges that Vooma may access Connected Account Data so that it may be used in accordance with the terms of this Agreement.  Subscriber further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Vooma will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account.

3.2           Integrating Connected Accounts. Subscriber acknowledges and agrees that in order to properly onboard to the Vooma Service and make full use of features and functions of the Vooma Service, Subscriber will need to integrate or connect to Connected Accounts with the Vooma Service.  

4.             Subscriber’s Use of the Vooma Service.  

4.1           Access and Security Guidelines.  Each User will be provided access to and use of the Vooma Service through confidential account credentials. Subscriber will be responsible for all uses of its account, except to the extent caused by Vooma’s negligence. Subscriber will promptly notify Vooma of any unauthorized use or access to its account.  User seats may not be shared amongst other Users.

4.2           Restrictions. Subscriber will not, and will not permit any User or other party to: (a)reverse engineer, disassemble or decompile any component of the Vooma Platform; (b)interfere in any manner with the operation of the Vooma Service, or the Vooma Platform or the hardware and network used to operate the Vooma Service; (c) sublicense any of Subscriber’s rights underthis Agreement, or otherwise use the VoomaService for the benefit of a third party or to operate a service bureau; (d)modify, copy or make derivative works based on any part of the VoomaPlatform; or (e) otherwise use the Vooma Service in any manner that exceeds the scope of usepermitted under Section 2.  

5.             Fees, Payment and Suspension of Services.  Subscriber will pay Vooma the fees for the Vooma Service as set forth on the applicable Order Form (“Fees”).  Unless otherwise stated in the Order Form, allFees are due within thirty (30) days of the date of receipt of Vooma’s invoicethereof. In the event Subscriber exceeds number of transactionsfor which applicable Fees have been paid, Subscriber will be invoiced for suchoverage in accordance with the overage fees set forth in the Order Form inarrears. Unless otherwise stated in an applicable Order Form, all subscriptionfees will be invoiced and payable in advance on a monthly basis, and anyoverage fees incurred for any prior month will be invoiced the following month.Subscriber may switch to a higher subscription tier at any point during theapplicable Order upon payment of the additional Fees on a prorated basis.  All Fees owed by Subscriber in connectionwith this Agreement are exclusive of, and Subscriber shall pay, all sales, use,excise and other taxes and applicable export and import fees, customs dutiesand similar charges that may be levied upon Subscriber in connection with thisAgreement, except for employment taxes and taxes based on Vooma’s income.  IfSubscriber believes that Vooma has incorrectly billed Subscriber, Subscribermust notify Vooma no later than sixty (60) days after the due date on the firstinvoice in which the issue appeared. Vooma may increase theapplicable Fees upon the commencement of any Renewal Order Term (as definedbelow) to our then-current rates upon at least forty five days written noticeprior to the commencement of such Renewal Order Term. Vooma reserves the right (inaddition to any other rights or remedies Voomamay have) to discontinue the Vooma Service andsuspend Subscriber’s access to the VoomaService if any Fees set forth in the applicable Order Form are more than thirty(30) days overdue until such amounts are paid in full.  Subscriber shall maintain complete, accurateand up-to-date Subscriber billing and contact information.

6.             Ownership and Data.

6.1           Vooma Platform and Technology.  Subscriber acknowledges that Vooma retains all right,title and interest in and to the Vooma Platform, including allalgorithms, AI, language and visual models and improvements thereto,Integration Tools and all software and all Vooma proprietary information and technology used by Vooma or provided to Subscriber in connection with the Vooma Service (the “Vooma Technology”), and that the VoomaTechnology is protected by intellectual property rights owned by or licensed toVooma. Other than as expressly set forth in this Agreement, no license or otherrights in the Vooma Technology are granted tothe Subscriber.  Subscriber hereby grantsVooma a royalty-free, worldwide, transferable,sublicensable, irrevocable, perpetual license to use or incorporate into the Vooma Service any suggestions, enhancement requests,recommendations or other feedback provided by Subscriber, including Users,relating to the Vooma Service.  Vooma shallnot identify Subscriber as the source of any such feedback.

6.2           Subscriber Data. Subscriber retains all right, title and interest in and to theSubscriber Data.  Subscriber hereby grants to Vooma a non-exclusive,worldwide, royalty-free and fully paid-up license to: (a) access and use Subscriber Data to provide the Vooma Service toSubscriber; and (b) use Subscriber Data on anaggregated and anonymized basis to improve the Vooma Service; provided, that, the license grant insubpart (b) shall be perpetual and irrevocable. Subscriber represents and warrants that it hasall necessary rights to grant Vooma the foregoing licenses.

6.3           Performance Data. Vooma retains all right, title andinterest in and to the Performance Data, and may use Performance Data for anylawful purpose.

7.             Term and Termination.  

7.1           Term.  The term of thisAgreement will commence on the Effective Date and continue until all Order Formshave expired, unless terminated earlier in accordance with the terms of thisAgreement (the “Term”).  Unless otherwiseset forth in an Order Form, each Order Form will have an initial term of one(1) year (the “Initial Order Term”), and will automatically renew forsuccessive one (1) year terms (each, a “Renewal Order Term” and collectivelywith the Initial Order Term, the “Order Term”), unless either partyprovides no less than thirty (30) days written notice of its intent toterminate the Order prior to the end of the then-current term.  

7.2           Termination. Either party may terminate this Agreement upon written notice if: (i)the other party materially breaches the Agreement and does not cure such breach(if curable) within thirty (30) days after written notice of such breach; or(ii) the other party is declared insolvent, admits its inability to pay itsdebts when due, or files for, or otherwise undergoes, bankruptcy.  Upon the expiration or termination of thisAgreement for any reason any amounts owed to Vooma under this Agreement will becomeimmediately due and payable.  Vooma agrees that upon request, Vooma will remove all Subscriber Data from the VoomaPlatform and following termination or expiration ofthis Agreement, all Subscriber access to the Vooma Service will cease. Sections1, and 5-12 will survive the termination of this Agreement.

8.             Disclaimer.  

8.1           Disclaimer.  To the maximum extent permitted by applicablelaw: (a) the Vooma Service, Vooma Platformand documentation are provided “as is” and“as available” and (b) Vooma and its suppliers make no other warranties, express orimplied, by operation of law or otherwise, including, without limitation, anyimplied warranties of merchantability or fitness for a particular purpose.

8.2           Connected Accounts.   Subscriber acknowledges that Vooma has no control over, or otherability or obligation with respect to the maintenance, upkeep, status orsupport of any Connected Accounts or other component thereof, including theaccuracy, timeliness, reliability, or completeness of any Connected AccountData.  Vooma will have no liability withrespect to any acts, omissions, reliance, delays, errors or other liabilitiesarising from or related to any downtime, unavailability, inaccuracies orfailures of any Connected Accounts.

8.3           Disclaimer of Accuracy. Subscriber acknowledges that the Vooma Service utilizes large languagemodels and computer vision tools to identify and derive characters and textfrom Connected Account Data.  Theaccuracy of any  results, records,notifications or other outputs derived from Connected Account Data(collectively, “Outputs”) is dependent upon the accuracy,timeliness and completeness of the Connected Account Data, as well as thequality and legibility of the Connected Account Data. As such, and withoutlimiting Sections 8.1 or 8.2, Vooma makes no representations and warranties asto the accuracy, timeliness, reliability or completeness of any Outputs.Subscriber should verify all Outputs prior to inputting them into its ownsystem of record.

9.             Indemnity.  Ifany action is instituted or claim is brought by a third party against Vooma relating to (a)Subscriber’s breach or alleged breach of Section 2, or (b) Subscriber’s use ofthe Vooma Service in violation of any applicable laws, rules or regulations,Subscriber will defend such action at its own expense on behalf of Vooma and shall pay all damages, liabilities, losses, costs andexpenses (including reasonable attorneys’ fees) attributable to such claimwhich are incurred by Vooma or paid insettlement of such claim.  

10.           Limitation of Liability.  To the extent permittedby law, in no event shall Vooma be liable for special, incidental,consequential or punitive damages or lost profits in any way relating to thisAgreement.  In no event shall Vooma’ aggregate, cumulative liability in any way relating tothis Agreement exceed the amount of fees actually received by Vooma from Subscriber pursuant to the applicable Order Form orStatement of Work during the twelve (12) months preceding the claim.  the parties would not have entered into thisagreement but for such limitations.

11.           Publicity.

Subscriber acknowledges and agrees thatVooma may identify Subscriber as a customer of the Vooma Service on Vooma’swebsite and marketing materials. Subscriber agrees to, upon Vooma’s request, to participate in thecreation of a joint press release and/or white paper related to Subscriber’suse of, and experience with, the Vooma Service. Prior to any publication of any such press release or white paper, Voomawill submit such content to Subscriber in order to enable Subscriber to verifythe accuracy thereof and ensure that no Subscriber Confidential Information iscontained therein; provided, that, in the event Subscriber does notprovide any objection thereto within fourteen days of Vooma’s submission, thecontent of the press release and/or white paper will be deemed accepted.

12.           General Provisions.  

Subscriber party may not assign any rights or obligation sarising under this Agreement, without the prior written consent of Vooma.  Vooma may assign this Agreement without consent of Subscriber in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.  Any attempted assignment or transfer in violation of the foregoing will be null and void.  Subscriber agrees that Vooma may subcontract certain aspects of the Vooma Service to qualified third parties, provided that any such subcontracting arrangement will not relieve Vooma of any of its obligations hereunder.  This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles.  Any notice under thisAgreement must be given in writing to the other party at the address set forth above.  Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) deliveredpersonally, or (b) sent by recognized courier service.  This Agreement and the exhibits attached hereto (as modified by the parties from time to time) is the entireunderstanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings.  In the event that any provision of this Agreement is held to be invalid orunenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  All waivers must be in writing. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended orcreated by this Agreement.