Tower WMS — Terms of Service (SaaS Subscription Agreement)

Slug: tos · Version: v0.1-draft · Effective: TBD (on attorney review)

DRAFT — not legal advice, not effective. See README.md. Structure follows the Common Paper CSA pattern: an Order Form (per-deal commercials) incorporates these Standard Terms; together they form the Agreement. For negotiated/Enterprise deals this document serves as the MSA.

These Standard Terms are between Moral Support Studios LLC ("Provider", "we") and the customer identified on an Order Form ("Customer"). The Agreement = Order Form + these Terms + the Support SLA + the DPA. If documents conflict, the Order Form controls, then the DPA, then these Terms.

1. The Service

Provider grants Customer a non-exclusive, non-transferable right to access and use Tower WMS, a hosted, multi-tenant warehouse-management and storage-billing service, during the Subscription Term, for Customer's internal business operations, up to the tier limits on the Order Form.

Provider may improve or modify the Service, provided no change materially reduces the core functionality Customer subscribed to. User documentation is available in-app at /Help.

2. Accounts and access

Customer's Administrator manages Customer's users and roles. Customer is responsible for its users' compliance with the Agreement, for the accuracy of data its users enter, and for safeguarding credentials. Provider may suspend accounts showing evidence of compromise and will notify Customer promptly.

3. Subscription tiers and fair use

Tier, included facilities/users/volume, and any overage terms are stated on the Order Form. Default fair-use caps, unless the Order Form states otherwise: Standard — 1 broker company and up to 3 physical facilities; Professional — 1 broker company and up to 10 physical facilities; Enterprise — as stated on the Order Form. Record-volume ceilings, if any, are stated on the Order Form. These tiers are not priced or limited per user seat; Customer may add users within fair use. Provider will notify Customer before enforcing any cap and will discuss an upgrade path first.

4. Fees and payment

Fees are stated on the Order Form. Default billing is annual, invoiced in advance; payment by ACH or check within net 30 of invoice.
A one-time implementation fee (Order Form) covers onboarding, data migration, and training; it is earned on delivery and non-refundable.
Late amounts accrue 1.5% per month (18% per annum) or the maximum lawful rate, whichever is less. Fees exclude taxes; Customer pays applicable sales/use taxes (excluding Provider's income taxes).
Fees for a Subscription Term are non-cancelable and non-refundable except as expressly stated in this Agreement.

5. Term, renewal, price changes

The Subscription Term is stated on the Order Form (default 12 months) and auto-renews for successive terms unless either party gives notice of non-renewal at least 30 days before renewal. Provider may change pricing at renewal with at least 60 days' notice. Any promotional/introductory pricing on the Order Form applies as stated there.

6. Customer Data

Customer owns Customer Data (all data submitted to the Service by or for Customer, including its business records and files). Customer grants Provider a limited license to host, process, transmit, and display Customer Data solely to provide and support the Service.
Export, any time, self-service: the Service includes administrator self-service export of all Customer Data in XLSX or CSV formats.
Deletion on exit: on termination or expiration, Customer may export its data; Provider retains Customer Data for the retention window in the DPA (default 30 days) and then permanently deletes it, per the DPA.
Provider may use aggregated, de-identified operational data (never identifying Customer or any person) to operate and improve the Service.
Data processing terms, security measures, and subprocessors are in the DPA.

7. Acceptable use

Customer will not: resell or provide the Service to third parties as a service bureau (its own clients' cargo records are, of course, in scope of Customer's use); attempt to access other tenants' data; probe, scan, or test the vulnerability of the Service without written consent; upload malicious code; use the Service in violation of law; or exceed reasonable usage that degrades the Service for others.

8. Confidentiality

Each party will protect the other's non-public information with reasonable care, use it only to perform under the Agreement, and not disclose it except to personnel/advisors under confidentiality obligations, or as required by law with notice where lawful. Customer Data is Customer's Confidential Information; the Service's software and non-public documentation are Provider's.

9. Intellectual property

Provider owns the Service, its software, and all improvements. No rights are granted except as stated. If Customer provides feedback or suggestions, Provider may use them without restriction or obligation (feedback submitted via the in-app tool is also covered by the DPA's subprocessor disclosure).

10. Warranties and disclaimers

Provider warrants it will provide the Service with commercially reasonable skill and care and materially in accordance with the documentation. EXCEPT AS STATED, THE SERVICE IS PROVIDED "AS IS"; PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The Service produces billing calculations from data Customer enters; Customer is responsible for reviewing invoices and amounts before relying on or issuing them.

11. Limitation of liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL LIABILITY UNDER THE AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT. The cap and the exclusion of indirect damages do not apply to: (a) Customer's obligation to pay fees; (b) a party's breach of its confidentiality obligations (Section 8); (c) a party's indemnification obligations (Section 12); (d) a party's gross negligence or willful misconduct; or (e) Customer's breach of Section 7 (Acceptable Use) or infringement of Provider's intellectual property. [Attorney to confirm this carve-out set and whether a data-security "super-cap" is warranted given Provider's Tech E&O / Cyber coverage.]

12. Indemnification

Provider will defend Customer against third-party claims that the Service infringes their IP rights, and pay resulting damages finally awarded, with standard exclusions (combinations, modifications, non-current versions) and remedies (procure rights, modify, or refund prepaid unused fees). Customer will defend Provider against claims arising from Customer Data or Customer's use in violation of law or Section 7. Standard conditions: prompt notice, control of defense, reasonable cooperation.

13. Suspension and termination

Provider may suspend the Service for material breach (including non-payment 15+ days past notice) or security risk, restoring promptly once resolved. Either party may terminate for material breach uncured 30 days after written notice, or on insolvency events. On termination for Provider's uncured breach, Provider refunds prepaid fees for the unused remainder of the Term. Sections 6 (data return/deletion), 8–12, and 15 survive.

14. Changes to these Terms

Provider may update these Terms with at least 30 days' notice for material changes; changes take effect at the next renewal, or earlier only if required by law. The Service records which version each user has accepted.

15. General

Governing law and venue: the laws of the State of Missouri, and the parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Franklin County, Missouri, excluding conflicts rules. No assignment without consent, except to a successor in a merger or asset sale with notice. Independent contractors; no third-party beneficiaries. Force majeure for events beyond reasonable control. Notices: email to the addresses on the Order Form (Provider: support@towerwms.com). Entire agreement; amendments in writing.