These Terms of Service ("Terms") constitute a legally binding agreement between you ("Tenant," "you," or "your") and Denorth LLC, doing business as Ubezon, a Massachusetts limited liability company with its principal place of business at 1249 Great Plain Ave, Needham, MA 02445 ("Ubezon," "we," "us," or "our"). By accessing or using the Ubezon platform at ubezon.com (the "Platform"), you agree to be bound by these Terms.
If you do not agree to these Terms, do not access or use the Platform.
1. Definitions
1.1. "Platform" means the Ubezon white-label software-as-a-service delivery platform, including all associated APIs, dashboards, mobile applications, documentation, and related services.
1.2. "Tenant" means any business entity or individual that subscribes to the Platform to create and operate a branded delivery service.
1.3. "End Users" means any individuals who interact with a Tenant's branded delivery platform, including but not limited to drivers, handlers, senders, recipients, and administrators designated by the Tenant.
1.4. "Tenant Data" means all data, content, and information uploaded, submitted, or generated by or on behalf of a Tenant or its End Users through the Platform.
1.5. "Subscription Fee" means the recurring monthly charge for access to the Platform, as set forth in Section 6.
1.6. "Platform Fee" means the percentage-based fee applied to transactions processed through the Platform, as set forth in Section 6.
1.7. "Acceptable Use Policy" or "AUP" means the policy governing permitted and prohibited uses of the Platform, incorporated herein by reference and available at ubezon.com/aup.
2. Account Registration and Eligibility
2.1. Eligibility. To use the Platform, you must (a) be at least 18 years of age; (b) have the legal authority to enter into these Terms on behalf of the entity you represent; and (c) not be prohibited from receiving services under applicable law.
2.2. Account Creation. You must provide accurate, current, and complete information during registration and maintain the accuracy of such information. You are responsible for safeguarding your account credentials and for all activity under your account.
2.3. One Entity Per Account. Each account corresponds to a single legal entity. You may not create multiple accounts to circumvent enforcement actions, fee structures, or usage limits.
2.4. Verification. We reserve the right to verify your identity and business information at any time. Failure to comply with a verification request within ten (10) business days may result in account suspension.
3. Tenant Responsibilities
3.1. Responsibility for End Users. You are solely responsible for your End Users and their conduct on your branded delivery platform. This includes all drivers, handlers, senders, recipients, and any other individuals who access or use your platform instance.
3.2. Tenant Terms of Service. You must establish, maintain, and enforce your own terms of service, privacy policy, and any other legally required agreements with your End Users. Your terms must, at a minimum:
- (a) Comply with all applicable laws and regulations;
- (b) Not conflict with or undermine these Terms or the AUP;
- (c) Inform End Users that the underlying technology is provided by a third-party platform;
- (d) Include appropriate liability limitations and indemnification provisions for your operations.
3.3. Compliance. You are responsible for ensuring that your use of the Platform, and the use by your End Users, complies with all applicable federal, state, local, and international laws, regulations, and ordinances, including but not limited to transportation regulations, employment and labor laws, tax obligations, consumer protection laws, and data privacy requirements.
3.4. Employment and Contractor Relationships. Ubezon is not the employer or principal of any of your End Users. The classification of your drivers, handlers, and other personnel as employees or independent contractors is solely your responsibility.
3.5. Insurance. You are responsible for obtaining and maintaining all insurance coverage required by applicable law for your delivery operations, including but not limited to commercial auto insurance, general liability insurance, and workers' compensation insurance where required.
4. The Platform
4.1. Service Description. Ubezon provides a white-label SaaS platform that enables Tenants to create, customize, and operate branded delivery platforms. The Platform includes tools for dispatch management, driver tracking, route optimization, order management, and customer communication.
4.2. Availability. We use commercially reasonable efforts to maintain Platform availability but do not guarantee uninterrupted or error-free service. We may perform scheduled maintenance with reasonable advance notice and emergency maintenance as needed without prior notice.
4.3. Modifications to the Platform. We may modify, update, or discontinue features of the Platform at any time. We will provide reasonable notice of material changes that adversely affect your use of the Platform.
4.4. Third-Party Integrations. The Platform may integrate with or rely upon third-party services (e.g., mapping providers, payment processors). Your use of such services is subject to their respective terms and conditions, and we are not liable for third-party service interruptions or changes.
5. Acceptable Use
5.1. Incorporation of AUP. Your use of the Platform is subject to the Acceptable Use Policy, which is incorporated into these Terms by reference.
5.2. Prohibited Uses. Without limiting the AUP, you may not use the Platform, and must ensure your End Users do not use the Platform, to facilitate the delivery, transport, or handling of:
- (a) Illegal drugs, controlled substances, or drug paraphernalia;
- (b) Firearms, ammunition, explosives, or other weapons;
- (c) Hazardous materials, toxic substances, or radioactive materials, except as expressly permitted by applicable law and with our prior written consent;
- (d) Stolen property or goods obtained through fraud;
- (e) Counterfeit goods or goods that infringe intellectual property rights;
- (f) Human beings (human trafficking or smuggling);
- (g) Any item prohibited by federal, state, local, or international law;
- (h) Any item that would require a license, permit, or certification that you do not possess.
5.3. Platform Integrity. You may not:
- (a) Reverse engineer, decompile, or disassemble any portion of the Platform;
- (b) Attempt to gain unauthorized access to the Platform or its related systems;
- (c) Use the Platform to transmit malware, viruses, or other harmful code;
- (d) Interfere with or disrupt the Platform's infrastructure;
- (e) Scrape, crawl, or otherwise extract data from the Platform by automated means without our prior written consent;
- (f) Resell, sublicense, or redistribute the Platform or access to the Platform, except through your authorized branded delivery platform as contemplated by these Terms.
6. Fees and Payment
6.1. Subscription Fee. The current Subscription Fee is forty-nine U.S. dollars ($49.00) per month. The Subscription Fee is billed in advance on a monthly basis, beginning on the date you first subscribe.
6.2. Platform Fee. In addition to the Subscription Fee, a Platform Fee of one and one-half percent (1.5%) is applied to the gross transaction value of all deliveries processed through the Platform. The Platform Fee is calculated and invoiced monthly in arrears.
6.3. Payment Processing. All payments are processed through Stripe, Inc. ("Stripe"). By subscribing to the Platform, you agree to Stripe's terms of service and authorize us to charge your designated payment method. You are responsible for keeping your payment information current.
6.4. Billing Cycle. Your billing cycle begins on the calendar day you subscribe and renews on the same day each month. If your billing date falls on a day not contained in a given month, billing occurs on the last day of that month.
6.5. Late Payments. Payments not received within five (5) days of the due date will incur a late fee of one and one-half percent (1.5%) per month on the outstanding balance, or the maximum rate permitted by law, whichever is less. Accounts more than thirty (30) days past due may be suspended.
6.6. Taxes. All fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, or other taxes, excluding taxes based on Ubezon's net income.
6.7. Fee Changes. We may change our fees upon thirty (30) days' prior written notice. Continued use of the Platform after a fee change constitutes acceptance of the new fees.
6.8. Refund Policy. Subscription Fees are non-refundable except as follows:
- (a) If you cancel within the first fourteen (14) days of your initial subscription and have not processed any deliveries, you are entitled to a full refund of the Subscription Fee;
- (b) If we materially breach these Terms and fail to cure such breach within thirty (30) days of written notice, you are entitled to a pro-rata refund of any prepaid Subscription Fees for the unused portion of the then-current billing period.
- (c) Platform Fees are non-refundable, as they correspond to services already rendered.
7. Data, Privacy, and Security
7.1. Data Processing. Ubezon processes Tenant Data on behalf of Tenants as a data processor (or service provider, as applicable under relevant privacy law). You, as the Tenant, remain the data controller with respect to your End Users' personal information.
7.2. Multi-Tenant Architecture. The Platform operates on a multi-tenant architecture. We implement commercially reasonable administrative, technical, and physical safeguards to maintain the logical separation and security of each Tenant's data.
7.3. Privacy Policy. Our collection and use of information is described in our Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.
7.4. Tenant Obligations. You are responsible for:
- (a) Providing legally adequate privacy notices to your End Users;
- (b) Obtaining all necessary consents for the collection, use, and processing of End User data;
- (c) Responding to data subject access requests and other privacy rights requests from your End Users;
- (d) Complying with all applicable data protection laws, including where applicable the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and any other relevant data protection legislation.
7.5. Data Security Incidents. We will notify you without undue delay upon becoming aware of a data security incident affecting your Tenant Data, and will cooperate with you in investigating and mitigating such incident.
7.6. Data Portability. Upon written request submitted within thirty (30) days of account termination, we will make your Tenant Data available for export in a standard machine-readable format. After this period, we may delete your Tenant Data in accordance with our data retention practices.
8. Intellectual Property
8.1. Ubezon IP. Ubezon and its licensors retain all right, title, and interest in and to the Platform, including all software, algorithms, interfaces, documentation, trademarks, trade names, logos, and other intellectual property. Nothing in these Terms grants you any ownership interest in the Platform.
8.2. Limited License. Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during your subscription period solely for the purpose of operating your branded delivery platform.
8.3. Tenant IP. You retain all right, title, and interest in and to your Tenant Data, branding, trademarks, logos, and any custom content you upload to the Platform. You grant Ubezon a limited, non-exclusive license to use your branding and content solely to the extent necessary to provide the Platform services to you.
8.4. Feedback. If you provide suggestions, ideas, or feedback regarding the Platform ("Feedback"), you grant Ubezon a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Platform without obligation or compensation to you.
9. DMCA and Intellectual Property Infringement
9.1. Respect for IP Rights. Ubezon respects the intellectual property rights of others and expects Tenants to do the same.
9.2. DMCA Notices. If you believe that content on the Platform infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated agent:
Denorth LLC, doing business as Ubezon
Attn: DMCA Agent
1249 Great Plain Ave
Needham, MA 02445
Email: legal@ubezon.com
Your notice must include:
- (a) A physical or electronic signature of the copyright owner or authorized agent;
- (b) Identification of the copyrighted work claimed to have been infringed;
- (c) Identification of the material that is claimed to be infringing, with information sufficient to locate it;
- (d) Your contact information;
- (e) A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law;
- (f) A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.
9.3. Counter-Notices. If you believe content was removed in error, you may submit a counter-notice containing the information required under 17 U.S.C. § 512(g).
9.4. Repeat Infringers. We reserve the right to terminate accounts of Tenants who are repeat infringers.
10. Suspension and Termination
10.1. Termination by Tenant. You may cancel your subscription at any time through your account dashboard or by emailing support@ubezon.com. Cancellation takes effect at the end of the current billing period.
10.2. Termination by Ubezon. We may suspend or terminate your account immediately and without prior notice if:
- (a) You breach these Terms or the AUP;
- (b) You fail to pay fees when due for more than thirty (30) days;
- (c) Your use of the Platform poses a security risk or may cause harm to other Tenants or third parties;
- (d) We are required to do so by law or a governmental authority;
- (e) You enter bankruptcy, insolvency, or receivership proceedings.
10.3. Suspension for Investigation. We may suspend your account during an investigation of suspected violations. We will use commercially reasonable efforts to limit the scope and duration of any suspension.
10.4. Effect of Termination. Upon termination:
- (a) Your license to use the Platform ceases immediately;
- (b) You must cease all use of the Platform;
- (c) Outstanding fees become immediately due and payable;
- (d) Sections 7.6, 8, 11, 12, 13, 14, and 15 survive termination.
11. Indemnification
11.1. Tenant Indemnification. You agree to indemnify, defend, and hold harmless Denorth LLC, doing business as Ubezon, and its officers, directors, members, employees, agents, and affiliates (collectively, the "Ubezon Parties") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- (a) Your use of the Platform or your branded delivery platform;
- (b) The acts or omissions of your End Users;
- (c) Your violation of these Terms, the AUP, or any applicable law;
- (d) Your Tenant Data or any content you make available through the Platform;
- (e) Any dispute between you and your End Users;
- (f) Any bodily injury, property damage, or other harm arising from your delivery operations.
11.2. Indemnification Process. We will promptly notify you of any claim subject to indemnification and provide reasonable cooperation at your expense. You may not settle any claim without our prior written consent if the settlement imposes obligations on us beyond the payment of money.
12. Limitation of Liability
12.1. Disclaimer of Warranties. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, UBEZON DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
12.2. Limitation of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE UBEZON PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3. Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE UBEZON PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO UBEZON DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
12.4. Essential Purpose. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Dispute Resolution
13.1. Informal Resolution. Before initiating formal proceedings, you agree to contact us at legal@ubezon.com and attempt in good faith to resolve any dispute informally within thirty (30) days.
13.2. Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall take place in Norfolk County, Massachusetts, before a single arbitrator.
13.3. Class Action Waiver. YOU AND UBEZON AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
13.4. Exceptions. Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
13.5. Small Claims. Either party may bring qualifying claims in small claims court in Norfolk County, Massachusetts.
14. Governing Law
14.1. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.
14.2. To the extent that any legal action is permitted outside of arbitration under these Terms, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Norfolk County, Massachusetts.
15. General Provisions
15.1. Modification of Terms. We may modify these Terms at any time by posting the revised Terms on the Platform and providing you with at least thirty (30) days' prior written notice via email or in-platform notification. Your continued use of the Platform after the effective date of modified Terms constitutes acceptance of the changes. If you do not agree to the modified Terms, you must discontinue use of the Platform before they take effect.
15.2. Entire Agreement. These Terms, together with the AUP, Privacy Policy, and any order forms or supplemental agreements, constitute the entire agreement between you and Ubezon regarding the Platform and supersede all prior agreements and understandings.
15.3. Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
15.4. Waiver. The failure of Ubezon to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
15.5. Assignment. You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
15.6. Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, or internet or infrastructure failures.
15.7. Notices. Notices to Ubezon must be sent to legal@ubezon.com or by mail to Denorth LLC, 1249 Great Plain Ave, Needham, MA 02445. Notices to you will be sent to the email address associated with your account.
15.8. Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
15.9. Third-Party Beneficiaries. These Terms do not confer any rights on any third party.
16. Contact Information
For questions about these Terms, contact us at:
Denorth LLC, doing business as Ubezon
1249 Great Plain Ave
Needham, MA 02445
Email: legal@ubezon.com
Web: ubezon.com
By using the Ubezon platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.