Terms & Conditions

1. Agreement to these Terms

These Terms & Conditions ("Terms") are a legal agreement between you and Cogent Logistics ("Cogent," "we," "us," or "our") governing your access to and use of the Services. By visiting cogentlog.com, creating an account, installing or using Cogent JustDrive, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If you use the Services on behalf of an organization, you represent that you are authorized to bind that organization, and "you" means that organization.

Order of precedence. If your organization has signed a separate written subscription agreement, master services agreement, or order form with Cogent, that agreement controls to the extent it conflicts with these Terms. These Terms otherwise apply.

2. Definitions

"Services" means cogentlog.com, the Cogent Cloud platform and its modules (including TMS, JustDrive, Shuttle, Storage, Beacon, Connect, and Inspect), the Cogent JustDrive mobile applications, and related documentation and support.
"Customer" means the organization that subscribes to the Services.
"Authorized User" means an individual — such as a dispatcher, driver, administrator, or back-office user — whom a Customer permits to use the Services under its account.
"Customer Data" means the data, records, documents, and images that a Customer or its Authorized Users submit to or generate within the Services.

3. Eligibility and Accounts

The Services are business tools intended for use by persons 18 or older acting in a professional capacity.
Account information must be accurate and kept current.
You are responsible for safeguarding credentials and for all activity under your account. Do not share credentials or allow use by anyone other than the individual to whom the account was issued.
Notify us promptly at legal@cogentlog.com of any suspected unauthorized access.
A Customer is responsible for its Authorized Users' compliance with these Terms and for the permissions and access it grants them.

4. License to Use the Services

Subject to these Terms and payment of applicable fees, Cogent grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes during your subscription term. Cogent reserves all rights not expressly granted.

5. Acceptable Use

You agree not to:

copy, modify, translate, reverse engineer, decompile, or attempt to derive the source code of the Services, except where that restriction is prohibited by law;
resell, sublicense, rent, lease, or provide the Services as a service bureau to third parties;
circumvent authentication, rate limits, usage limits, or security controls, or probe or scan the Services without written authorization;
upload malware, or content that is unlawful, infringing, defamatory, or that you lack the right to submit;
use automated means to scrape, harvest, or bulk-extract data from the Services except through interfaces we provide;
interfere with the integrity, performance, or availability of the Services, or with other customers' use of them;
use the Services to violate transportation, safety, labor, export, sanctions, or privacy laws; or
misrepresent shipment, inspection, settlement, or compliance records.

We may suspend access without notice where we reasonably believe conduct threatens the security, legality, or stability of the Services.

6. Cogent JustDrive Mobile App

JustDrive is licensed, not sold, for installation on devices you own or control, for use by an Authorized User of a Cogent Customer.

Safe use

Do not interact with JustDrive while operating a vehicle. Start trips, submit documents, respond to messages, and review assignments only when safely parked. You are solely responsible for complying with all traffic, distracted-driving, hours-of-service, and workplace safety laws. Cogent is not responsible for accidents, injuries, citations, or losses arising from use of the app while driving.

Device permissions

JustDrive requests permission for precise location (including in the background during an active trip), camera and photo library access, and push notifications. Granting them is voluntary but required for features such as automated check calls, real-time tracking, and document capture. You may revoke permissions in device settings; features that depend on them will stop working, and your employer may then require manual reporting. See our Privacy Policy for how this data is used.

Employer visibility

JustDrive is a workplace tool. Trip records, timestamps, location during active trips, submitted documents, and dispatch messages are visible to the Customer that provisioned your account, and may be shared with that Customer's trading partners as directed.

Connectivity, accuracy, and app stores

The app depends on device hardware, GPS, mobile networks, and carrier coverage. Location and timestamp data are approximations and may be delayed, unavailable, or inaccurate; do not rely on them as the sole record for safety-critical or regulatory purposes.
Offline data syncs when connectivity is restored. Data entered while offline may not be visible to dispatch until sync completes.
Mobile data, messaging, and roaming charges are your responsibility.
We may release updates, and continued use may require installing them. Older versions may stop working.
Your use is also subject to the terms of the Apple App Store or Google Play. As required by Apple: these Terms are between you and Cogent, not Apple; Apple has no obligation to provide support or to address any claim relating to the app; and Apple and its subsidiaries are third-party beneficiaries entitled to enforce these Terms against you.
JustDrive is not an electronic logging device (ELD) and is not a substitute for one, nor for hours-of-service, DVIR, or other regulatory recordkeeping systems where those are separately required.

7. Customer Data

As between the parties, the Customer owns all Customer Data. You grant Cogent a worldwide, non-exclusive license to host, process, transmit, display, and back up Customer Data solely to provide, secure, and support the Services and as otherwise permitted by these Terms.
You are responsible for the accuracy, quality, and legality of Customer Data, for having the necessary rights and consents to submit it, and for its use within the Services.
You are responsible for retaining your own copies of records required by law. We provide export capabilities but are not your system of record for regulatory retention.
We may generate and use aggregated, de-identified statistics about use of the Services to operate and improve them. Such data will not identify you, your Customer, or any individual.
On termination, we will make Customer Data available for export for a reasonable period, after which we may delete it in accordance with our Privacy Policy.

8. Third-Party Services and Integrations

The Services may connect to third-party systems — load boards, ELD and telematics providers, accounting platforms, mapping providers, customer portals, and others — including through Cogent Connect. Those services are governed by their own terms and privacy policies. We do not control them and are not responsible for their availability, accuracy, security, or acts and omissions. Enabling an integration authorizes the exchange of data described in that integration.

9. Subscriptions, Fees, and Taxes

Fees, billing frequency, user counts, and subscription term are set out in your order form, quote, or plan selection at sign-up.
Unless stated otherwise, fees are billed in advance, are payable in U.S. dollars, and are non-refundable except where required by law.
Late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and we may suspend access for non-payment after notice.
Fees are exclusive of sales, use, VAT, and similar taxes, which are your responsibility other than taxes on our income.
We may change fees effective at the start of a renewal term with at least 30 days' notice.
Free trials and free tiers are provided as-is and may be modified or discontinued at any time.

10. Availability, Support, and Changes

We aim to keep the Services available and reliable, but we do not guarantee uninterrupted availability unless a separate service level agreement applies. We may perform scheduled maintenance, and may perform emergency maintenance without notice. We may add, modify, or discontinue features; we will not materially reduce core functionality of a paid subscription during its term without notice.

11. Intellectual Property

The Services, including all software, interfaces, designs, text, graphics, and documentation, and the Cogent, Cogent Cloud, and Cogent JustDrive names and logos, are owned by Cogent or its licensors and are protected by intellectual property laws. Nothing in these Terms transfers ownership. You may not use our marks without prior written permission.

12. Feedback

If you send us suggestions or feedback about the Services, you grant Cogent a perpetual, irrevocable, royalty-free right to use and incorporate it without restriction or obligation to you.

13. Confidentiality

Each party may receive non-public information of the other. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and contractors with a need to know who are bound by comparable obligations. These duties do not apply to information that is public through no fault of the recipient, independently developed, or lawfully received from a third party, and do not prevent disclosure required by law with reasonable prior notice where permitted.

14. Term and Termination

These Terms apply while you use the Services and, for subscriptions, for the subscription term stated in your order form.
Either party may terminate for material breach if the breach is not cured within 30 days of written notice.
We may suspend or terminate accounts immediately for non-payment, unlawful use, or conduct that threatens the Services or other customers.
You may stop using the Services at any time; unless required by law, this does not entitle you to a refund of prepaid fees.
Sections 5, 7, 11, 12, 13, and 15 through 19 survive termination.

15. Disclaimers

EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, COGENT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT LOCATION, TRACKING, MILEAGE, INSPECTION, OR SETTLEMENT DATA WILL BE COMPLETE OR ACCURATE. THE SERVICES DO NOT CONSTITUTE LEGAL, TAX, SAFETY, OR REGULATORY COMPLIANCE ADVICE, AND YOU REMAIN RESPONSIBLE FOR YOUR COMPLIANCE OBLIGATIONS.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. COGENT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO COGENT FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS IF YOU HAVE PAID NOTHING. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

17. Indemnification

You will defend, indemnify, and hold harmless Cogent and its officers, employees, and agents from third-party claims, damages, liabilities, and reasonable costs (including attorneys' fees) arising from your Customer Data, your use of the Services in violation of these Terms or applicable law, or your Authorized Users' conduct. We will promptly notify you of the claim, give you control of the defense, and reasonably cooperate at your expense.

18. Governing Law and Disputes

These Terms are governed by the laws of the State of Indiana, excluding its conflict of laws rules and the U.N. Convention on Contracts for the International Sale of Goods. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Indiana for disputes not otherwise resolved. Each party will first attempt to resolve a dispute informally by giving the other written notice and negotiating in good faith for 30 days.

19. General Terms

Entire agreement. These Terms, our Privacy Policy, and any signed agreement or order form are the entire agreement between the parties on this subject.
Changes. We may update these Terms; we will revise the "Last updated" date and, for material changes, provide notice through the Services or by email. Continued use after the effective date constitutes acceptance.
Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all assets. We may assign freely.
Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
No third-party beneficiaries, except Apple as stated in Section 6.
Notices. We may give notice by email to your account address or by posting in the Services. Notices to us go to legal@cogentlog.com.

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