Terms of Service

Welcome to Rails! These Terms of Service ("Terms") govern your access to and use of the Rails platform, including our software, services, and websites (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you have entered into a separate Master Services Agreement or Order with us, that agreement governs your use of the Services and these Terms apply only to the extent they do not conflict with it.

1. Definitions

1.1 Rails refers to the Rails software-as-a-service platform for 3PL finance management, provided by MSC Labs Inc. d/b/a Rails ("Rails," "we," "us," or "our").
1.2 User (or "Customer") refers to any individual or entity accessing the Services, and Authorized User refers to an employee or contractor a Customer authorizes to use the Services under an account tied to a unique email address on a domain the Customer owns or controls.
1.3 Customer Data includes all data, information, text, graphics, or other material submitted by Authorized Users into the Services, together with the Customer-specific output generated by their use of the Services.
1.4 Content means any data, information, text, graphics, files, or other material that is uploaded to, submitted to, downloaded from, or displayed on the Services by or through a User, including Customer Data.
1.5 Third-Party Products and Content means any applications, products, services, or content that interoperate with the Services and are provided by the Customer or a third party.

2. Eligibility

2.1 By using our Services, you represent that you are at least 18 years old or have the legal capacity to enter into a binding agreement in your jurisdiction.
2.2 If you are using the Services on behalf of an organization, you represent and warrant that you are authorized to bind the organization to these Terms.

3. Account Registration

3.1 Users may be required to create an account to access certain features of the Services. You agree to provide accurate and complete information during registration and to keep your account information up-to-date.
3.2 Authorized User accounts may not be shared or used by more than one person. You are responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your account, and you agree to promptly notify us of any unauthorized access or use.

4. Use of Services

4.1 Rails grants you a non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business operations in accordance with these Terms. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime, and we may update the functionality, interfaces, and Documentation of the Services from time to time.
4.2 You agree to obtain all permissions and consents required for your Authorized Users to access Customer Data through the Services, to be responsible for your Authorized Users' compliance with these Terms, and to be responsible for the accuracy, appropriateness, and legality of Customer Data.
4.3 Users agree not to:

• Use the Services for unlawful purposes.
• Interfere with or disrupt the functionality of the Services.
• Reverse-engineer, modify, or create derivative works based on the Services.
• Sublicense, resell, time-share, or similarly exploit the Services, or use the Services to build a competitive product or service.
• Share account access with unauthorized parties.

5. User Content

5.1 You retain ownership of any Content you upload to the Services. However, by submitting Content, you grant Rails a non-exclusive, worldwide, royalty-free license to use, store, and display the Content as necessary to provide the Services.
5.2 You represent and warrant that you have obtained all rights, consents, and permissions necessary for us to use your Customer Data as contemplated by these Terms, and that your Customer Data does not infringe the rights of any third party or violate applicable law.
5.3 We may compile aggregated, de-identified statistical information about the performance, operation, and use of the Services and use it to operate, improve, and enhance the Services and for research and development. We retain all rights in such aggregated and de-identified analyses.

6. Data Security and Privacy

6.1 Rails is committed to protecting your data in accordance with our Privacy Policy. We maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure, and we require third-party service providers to maintain commercially reasonable confidentiality and security practices before we give them access to Customer Data.
6.2 While we implement industry-standard security measures, you acknowledge that no method of electronic storage or transmission is 100% secure, and we cannot guarantee absolute security.

7. Fees and Payment

7.1 Users may be required to pay fees to access certain features of the Services.
7.2 All fees are non-refundable unless otherwise specified in a written agreement.
7.3 Rails reserves the right to modify its pricing at any time, with prior notice to Users.

8. Intellectual Property

8.1 Rails owns all rights, title, and interest in and to the Services, including software, logos, and trademarks.
8.2 Users may not use Rails’ intellectual property without express written consent.

9. Third-Party Services

9.1 The Services may integrate with or provide access to third-party tools or services that you choose to enable, such as accounting, warehouse or enterprise management, carrier, or payment integrations. Rails is not responsible for the content, terms, or practices of third-party providers, and you acknowledge that such providers may access Customer Data in connection with the integration.

10. Termination

10.1 Rails may suspend or terminate your access to the Services at any time for breach of these Terms or other lawful reasons.
10.2 Users may terminate their account by contacting support at john.graves@withrails.com. Upon termination, your rights to access the Services will immediately cease. For 60 days following termination, we will, on your request, provide an export of your then-current Customer Data in a mutually agreed format, after which we will delete Customer Data in our possession in accordance with our data retention and deletion practices, unless retention is required by law.

11. Disclaimers

11.1 The Services are provided “as is” and “as available.” Rails disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
11.2 Rails does not guarantee the accuracy or reliability of the Services or their suitability for your business needs.

12. Limitation of Liability

12.1 To the maximum extent permitted by law, Rails is not liable for any indirect, incidental, or consequential damages arising from the use of the Services.
12.2 Rails’ total liability for any claim arising under these Terms is limited to the amount paid by the User in the 12 months preceding the claim.

13. Indemnification

Users agree to indemnify and hold harmless Rails, its officers, directors, employees, and agents from and against any claims, damages, or losses arising from their use of the Services or violation of these Terms.

14. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. Users agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware and waive any right to a jury trial in any action arising out of or relating to these Terms.

15. Amendments

Rails reserves the right to modify these Terms at any time. We will notify Users of material changes, and continued use of the Services constitutes acceptance of the updated Terms. Any addendum that Rails makes available for the Services, including any data processing addendum, is incorporated into these Terms, and to the extent of any conflict regarding its subject matter, the addendum will prevail over these Terms.

16. Contact Information

For questions or concerns regarding these Terms, please contact us at:
MSC Labs Inc. d/b/a Rails
P.O. Box 570272
Atlanta, GA 30357, USA

‍or using the form on our homepage

By using the Services, you acknowledge that you have read, understood, and agreed to these Terms of Service.