Client Services Agreement

Month-to-month. Cancel anytime.

This is a plain-language draft provided for transparency. It is not legal advice and is pending review by licensed counsel; the version you e-sign at onboarding is the operative one. Version 2026-08-19.

1. The agreement

This Client Services Agreement ("Agreement") is between Ellys International Logistics LLC ("Ellys," "we," "us") and the business identified at signup ("Client," "you"). By e-signing at onboarding you agree to these terms. It governs your subscription to the Ellys software products you select (EllysTMS, FactorOS, EllysTrax, Ellys Academy, EllysCarrierTMS, and related features), collectively the "Services."

2. Month-to-month, cancel anytime

Your subscription is month-to-month with no long-term commitment. It renews automatically each month until you cancel. You may cancel at any time effective at the end of the current paid month; fees already paid are non-refundable and no partial-month refunds are given. We may change pricing or plan features on 30 days’ notice; continued use after that is acceptance.

3. Fees, taxes & payment

You pay the plan and any add-on or usage fees shown at checkout. ACH/bank payment is the default and carries no processing fee; card payment carries a flat 3.5% processing fee that you accept and pay. You are responsible for all taxes except taxes on our net income. Late or failed payments may result in suspension. Metered items (e.g., AI actions, and where applicable per-invoice or volume-based fees) are billed as disclosed on your plan.

4. Your account, your data, your tenant

You are the Owner of the account you purchase, with full administrative authority over that account only. Your workspace is isolated in its own database; you cannot access, and will never be shown, any other client’s data or Ellys’s internal operations. You are responsible for your users, credentials, and the accuracy and legality of the data you enter. You retain ownership of your data; we process it to provide the Services and may use aggregated, de-identified data to improve the Services.

5. Acceptable use & compliance

You will use the Services lawfully and only for legitimate freight, factoring, fleet, or training operations. You will not: misrepresent your identity or authority; upload unlawful, infringing, or fraudulent content; attempt to access other tenants or our systems; resell or white-label the Services except under a plan that expressly permits it; or use the Services to facilitate double-brokering, identity fraud, or any illegal scheme. You must hold and maintain any authority (e.g., FMCSA operating authority) your use requires.

6. Identity verification & anti-fraud

To open an account you must provide accurate business and identity information and documents (which may include your legal business name, EIN, MC/USDOT numbers, IRS Form W-9, a government photo ID, and a matching selfie). You represent that all information is true and that the person e-signing is authorized to bind the Client and is the individual shown on the government ID. We may verify this information against public and third-party sources, may decline or suspend any account we reasonably believe is fraudulent or non-compliant, and may report unlawful activity to the appropriate authorities.

7. Integrations & third-party accounts

Some features connect to third-party services (e.g., load boards, EDI partners, payment or accounting providers). Where a connection uses your own third-party account, you are responsible for that account and its fees. We are not responsible for third-party services, their availability, or their charges. You will not connect any integration you are not authorized to use.

8. Service availability

We work to keep the Services available but do not guarantee uninterrupted or error-free operation. We may perform maintenance, add or change features, and set reasonable usage protections. Scheduled or emergency downtime does not entitle you to a refund.

9. Confidentiality

Each party will protect the other’s non-public information. Ellys’s software, pricing logic, and internal operations are confidential; you will not disclose or reverse-engineer them. Your business data is confidential to you and we will not disclose it except to provide the Services or as required by law.

10. Warranties disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELLYS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Services will meet every requirement or produce any particular business result.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELLYS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA. ELLYS’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE FEES YOU PAID TO ELLYS FOR THE SERVICES IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You will defend, indemnify, and hold Ellys harmless from claims, losses, and expenses (including reasonable attorneys’ fees) arising from your use of the Services, your data, your violation of this Agreement or law, or your infringement of any third-party right.

13. Suspension & termination

We may suspend or terminate your account for non-payment, a breach of this Agreement, suspected fraud, or legal/security risk. You may terminate by canceling. On termination your access ends; we may retain records as required by law or for legitimate business and evidentiary purposes, consistent with our archive-not-delete practice for compliance documents.

14. Governing law & disputes

This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws rules. The state and federal courts located in Cook County, Illinois have exclusive jurisdiction, and each party consents to that venue. [Placeholder — confirm arbitration vs. court and venue with counsel.]

15. General

This Agreement, plus the plan details at checkout, is the entire agreement between us and supersedes prior discussions. We may update it on notice; material changes require re-acceptance at your next login. You may not assign it without our consent; we may assign it to an affiliate or successor. If any provision is unenforceable, the rest remains in effect.

Ellys International Logistics LLC · 205 N Michigan Ave, Suite 810, Chicago, IL 60601 · USDOT 4576045 · MC 1820877