FreightX Terms of Service

1. Acceptance of the Terms

By accessing, browsing, or otherwise using the FreightX Platform (as defined below), including any associated websites, applications, or services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (the "Terms"). These Terms constitute a legally binding agreement between you ("User," "you," or "your")—whether acting on your own behalf or as an authorized representative of an entity—and FreightX Logistics Corporation ("FreightX," "we," "us," or "our").

To use the Services, you must be at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater) and possess the full legal capacity and authority to enter into these Terms. If you are entering into these Terms on behalf of an organization or entity, you represent and warrant that you have the requisite authority to bind that organization or entity to these Terms.

Your use of the Services is also governed by our Privacy Policy, which is incorporated herein by reference. If you do not agree with any provision of these Terms or the Privacy Policy, you must immediately cease all use of the Services.

Any subscription, order, or purchase order (each, an "Order") submitted by or on behalf of you and accepted by FreightX shall incorporate these Terms and form the complete and exclusive statement of the parties' agreement (the "Agreement"). By submitting an Order or continuing to access the Services after these Terms are updated, you affirm your ongoing acceptance and agreement to be bound by them. We reserve the right to refuse or terminate access to the Services at our sole discretion for any reason, including non-compliance with these Terms.

2. Definitions

For clarity and consistency, the following capitalized terms shall have the meanings set forth below throughout these Terms:

• "Account": A unique user profile created by you or on your behalf to access the Services, including associated credentials such as login IDs and passwords.

• "Affiliate": With respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, where "control" means ownership of at least 50% of the voting securities or equivalent equity interests.

• "Customer Data": Any data, content, or information (including Personal Data as defined in the Privacy Policy) uploaded, input, submitted, or otherwise provided by you or on your behalf to the Services, excluding Feedback or Aggregated Data.

• "Documentation": The user guides, API documentation, technical specifications, and other instructional materials made available by FreightX regarding the use of the Services, as updated from time to time.

• "Feedback": Any suggestions, ideas, enhancement requests, or other feedback voluntarily provided by you concerning the Services.

• "FreightX Platform" or "Platform": FreightX's proprietary cloud-based software platform, including its AI-driven tools for freight management, supply chain optimization, real-time analytics, and related functionalities, designed to automate and enhance logistics operations for users in the transportation and logistics sectors.

• "Aggregated Data": De-identified, anonymized, or aggregated statistical data derived from Customer Data or usage metrics that does not reasonably identify you or any individual.

• "Intellectual Property Rights" or "IP Rights": All worldwide rights in patents, copyrights, trademarks, trade secrets, moral rights, and any other similar proprietary rights, whether registered or unregistered.

• "Subscription Term": The initial or renewal period specified in an Order during which you are entitled to access the Services, typically on a monthly, annual, or custom basis.

3. License Grant and Use of the Services

3.1 License

Subject to your full compliance with these Terms, including timely payment of all applicable fees, FreightX grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable right during the Subscription Term to access and use the Platform and Documentation solely for your legitimate internal business purposes in the logistics, transportation, or supply chain management fields. This license does not extend to any third-party software or services integrated into or accessed via the Platform, which are subject to their own separate terms and conditions.

3.2 User Responsibilities

You are solely responsible for all activities conducted under your Account, including maintaining the confidentiality and security of your credentials. You agree to: (i) promptly notify FreightX of any unauthorized access or use of your Account; (ii) ensure that all Customer Data complies with applicable laws, including data protection regulations; and (iii) use the Services in a manner that does not violate any third-party rights or impose undue burden on our infrastructure.

Affiliates of yours may access the Services under separate Orders, each treated as an independent agreement between FreightX and the applicable Affiliate. You represent and warrant that your use of the Services will not involve the processing of any Customer Data on behalf of third parties without FreightX's prior written consent and appropriate contractual safeguards.

3.3 Third-Party Integrations

The Services may enable or require integration with third-party applications, data sources, or services (e.g., shipment tracking APIs or ERP systems). Such integrations are provided "as is" and at your own risk. FreightX disclaims all liability for any disruptions, data loss, or inaccuracies arising from third-party integrations. You are responsible for obtaining any necessary consents or licenses for such integrations.

4. Fees, Payment, and Billing

4.1 Fees

All fees for the Services ("Fees") are specified in the applicable Order and are quoted in United States Dollars (USD). Unless otherwise stated, Fees are exclusive of all applicable taxes, duties, levies, or similar charges (excluding taxes on FreightX's net income). You agree to pay all such amounts at the time of invoicing.

4.2 Payment Terms

Invoices are due and payable net thirty (30) days from the invoice date. Payments must be made via the methods specified in the Order (e.g., electronic funds transfer). Overdue amounts accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. You grant FreightX a security interest in your Account to secure payment of any overdue Fees.

4.3 Adjustments and Renewals

FreightX may increase Fees effective at the start of any renewal Subscription Term by providing at least sixty (60) days' prior written notice. All Orders are non-cancelable and Fees are non-refundable, except in cases of FreightX's material breach or as expressly provided herein. Usage-based Fees (if applicable) will be calculated based on metrics outlined in the Documentation or Order.

4.4 Taxes

You are responsible for all sales, use, value-added, withholding, or similar taxes arising from the Agreement, regardless of whether included in the Fees. FreightX will provide tax exemption documentation if applicable.

5. Ownership and Intellectual Property Rights

5.1 Ownership of Customer Data

As between you and FreightX, you retain all right, title, and interest in and to the Customer Data, including all IP Rights therein. Subject to the limited license granted herein, FreightX acquires no ownership or other rights in Customer Data.

5.2 Ownership of the Services

FreightX (and its licensors) retain all right, title, and interest in and to the Platform, Documentation, Aggregated Data, and all other FreightX technology, including all IP Rights therein. Any rights not expressly granted herein are reserved by FreightX.

5.3 Licenses Granted

You hereby grant FreightX a worldwide, royalty-free, non-exclusive, perpetual, irrevocable license to: (i) use, host, store, reproduce, modify, create derivative works of, and display Customer Data solely as necessary to provide, maintain, and improve the Services; and (ii) use and exploit Aggregated Data for any purpose, including product development and analytics, provided it does not identify you or any individual.

You further grant FreightX a perpetual, irrevocable, worldwide, royalty-free license to use any Feedback for any purpose without restriction or compensation to you.

6. Confidentiality

6.1 Obligations

Each party (the "Receiving Party") agrees to maintain the confidentiality of any non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The Receiving Party shall: (i) use Confidential Information solely for purposes consistent with these Terms; (ii) restrict disclosure to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information using at least the same degree of care as it uses for its own similar information, but no less than reasonable care.

6.2 Exceptions

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party; or (iv) is lawfully obtained from a third party without breach of any confidentiality obligation.

6.3 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt prior notice to the Disclosing Party (to the extent legally permitted) to allow the Disclosing Party to seek protective measures.

6.4 Survival

These confidentiality obligations shall survive termination of the Agreement for a period of five (5) years thereafter (or indefinitely for trade secrets).

7. Prohibited Uses and Restrictions

You agree not to, and shall not permit any third party to: (i) copy, modify, adapt, translate, reverse engineer, disassemble, decompile, or create derivative works based on the Platform or Documentation, except to the extent expressly permitted by applicable law notwithstanding such restrictions; (ii) rent, lease, sell, resell, sublicense, distribute, or otherwise transfer rights to the Services; (iii) remove or alter any proprietary notices, labels, or marks; (iv) use the Services to develop a competing product or service; (v) introduce viruses, malware, or harmful code; (vi) interfere with the Services' availability, security, or performance; (vii) access the Services in an automated manner (e.g., via scraping or bots) without authorization; (viii) violate any applicable laws, including anti-corruption, export control (e.g., U.S. Export Administration Regulations), or data protection regulations; or (ix) use the Services for any illegal, harmful, or abusive purpose.

FreightX may monitor usage to enforce compliance and reserves the right to terminate or suspend access for violations.

8. Data Security, Privacy, and Compliance

8.1 Security Measures

FreightX implements and maintains commercially reasonable administrative, technical, organizational, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data against unauthorized access, use, disclosure, alteration, or destruction, in accordance with industry standards such as ISO 27001 and NIST frameworks. These measures include encryption in transit and at rest, access controls, regular audits, and incident response protocols.

8.2 Role as Processor

To the extent Customer Data includes Personal Data, FreightX acts as a data processor (or service provider under CCPA/CPRA) on your behalf as the controller (or business). We process Personal Data only in accordance with your instructions as set forth in the Agreement and applicable data processing addendum (if executed). FreightX will not sell, rent, or disclose Personal Data for monetary or other valuable consideration, nor use it for unrelated AI training purposes.

8.3 Privacy Compliance

Our Privacy Policy details our collection, use, and disclosure of Personal Data. We may share Personal Data with subprocessors (e.g., cloud providers like AWS or AI vendors like OpenAI) under strict contractual obligations, including confidentiality and security requirements. You are responsible for obtaining all necessary consents, notices, and rights from data subjects. FreightX complies with applicable laws, including GDPR (as a processor), CCPA/CPRA, and equivalent regulations.

8.4 Aggregated Data and Audits

We may generate and use Aggregated Data derived from Customer Data for internal analytics, benchmarking, and service improvements, provided it is fully de-identified. Upon reasonable request (not more than annually), you may audit our compliance with data security obligations, subject to confidentiality and reasonable costs.

8.5 Data Subject Rights

If you receive requests from data subjects to exercise rights (e.g., access, rectification, deletion under GDPR Art. 15-17 or CCPA §1798.100-105), notify FreightX promptly, and we will assist in responding as required by law. Contact privacy@freightx.ai for such matters.

9. Representations, Warranties, and Disclaimers

9.1 Mutual Representations

Each party represents and warrants that: (i) it has the full right, power, and authority to enter into and perform under the Agreement; (ii) its performance will not violate any third-party rights or applicable laws; and (iii) it will comply with all applicable anti-corruption laws (e.g., U.S. Foreign Corrupt Practices Act).

9.2 FreightX Warranties

FreightX warrants that: (i) the Services will perform substantially in accordance with the Documentation during the Subscription Term; and (ii) the Services, when used as authorized, do not infringe any third-party IP Rights (subject to the limitations in Section 10). Your sole remedy for breach of these warranties is termination of the affected Order and a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term.

9.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED BY FREIGHTX ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FREIGHTX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. FREIGHTX DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET YOUR SPECIFIC REQUIREMENTS. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION, USE, AND RESULTS OBTAINED FROM THE SERVICES.

10. Indemnification

10.1 By FreightX

FreightX shall defend you, your Affiliates, and their respective officers, directors, and employees (collectively, "Indemnified Parties") at its expense against any third-party claim, suit, or proceeding alleging that the Services, when used in accordance with these Terms, infringe any valid IP Rights of such third party (an "IP Claim"). FreightX shall pay all settlements agreed by FreightX and final judgments awarded against you in connection therewith. This obligation does not apply to IP Claims arising from: (i) your modifications to the Services; (ii) your combination of the Services with unauthorized materials; or (iii) your misuse or unauthorized use.

10.2 By You

You shall defend FreightX, its Affiliates, and their respective Indemnified Parties at your expense against any third-party claim arising from: (i) your Customer Data (including IP infringement allegations); (ii) your breach of these Terms; or (iii) your gross negligence or willful misconduct (a "User Claim"). You shall pay all settlements agreed by you and final judgments awarded against FreightX.

10.3 Procedures

The indemnified party shall: (i) promptly notify the indemnifying party in writing of the claim; (ii) grant the indemnifying party sole control over the defense and settlement (provided no settlement admitting liability or imposing obligations on the indemnified party occurs without consent); and (iii) provide reasonable assistance at the indemnifying party's expense. Indemnification obligations are contingent on the foregoing.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FREIGHTX, ITS AFFILIATES, OR THEIR SUPPLIERS BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR USE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

FURTHERMORE, FREIGHTX'S AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO FREIGHTX UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS APPLY IRRESPECTIVE OF WHETHER THE CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT, TORT, INDEMNITY, STATUTE, OR OTHERWISE.

NOTHING HEREIN LIMITS LIABILITY FOR: (i) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) BREACH OF CONFIDENTIALITY OBLIGATIONS; (iii) IP INDEMNIFICATION; OR (iv) PAYMENT OBLIGATIONS.

12. Term, Suspension, and Termination

12.1 Term

The Agreement commences on the effective date of your first Order and continues for the Subscription Term specified therein. Orders auto-renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.

12.2 Termination

Either party may terminate the Agreement: (i) for the other party's material breach, if uncured within thirty (30) days of written notice; or (ii) immediately upon insolvency, bankruptcy, or dissolution proceedings of the other party. FreightX may also terminate immediately if required by law or for national security reasons.

12.3 Suspension

FreightX may suspend your access to the Services without prior notice if: (i) any Fees are overdue by thirty (30) days; (ii) your use poses a security risk, disrupts the Services, or violates laws; or (iii) you breach Section 7. Suspension does not excuse payment obligations and may continue until the issue is resolved.

12.4 Effects of Termination

Upon termination: (i) all rights and licenses granted hereunder cease; (ii) you must immediately cease use of the Services and delete any FreightX-provided materials; and (iii) FreightX will, at your request and expense, return or destroy Customer Data within thirty (30) days (subject to legal retention requirements). Sections 1, 2, 5-11, 12.4, and 13-14 survive termination.

13. Changes to the Terms

FreightX reserves the right to modify these Terms at any time to reflect changes in our Services, legal requirements, or business practices. We will post updated Terms on our website with a revised effective date and provide notice via email or in-Service notification for material changes (e.g., those affecting your rights or obligations). Your continued use of the Services after such notice constitutes acceptance of the modifications. If you object to any changes, your sole remedy is to terminate the Agreement.

14. General Provisions

14.1 Governing Law and Dispute Resolution

The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any disputes arising out of or relating to the Agreement shall be resolved exclusively in the state or federal courts located in Austin, Texas, and the parties irrevocably submit to the personal jurisdiction thereof. Each party waives any objection to the venue or inconvenience of the forum. For disputes involving $10,000 or less, the parties agree to first attempt resolution through binding arbitration under the American Arbitration Association's rules in Austin, Texas.

14.2 Relationship of the Parties

The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other.

14.3 Force Majeure

Neither party shall be liable for any delay or failure to perform (except payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, labor disputes, or governmental actions, provided prompt notice is given and efforts to mitigate are made.

14.4 Assignment

You may not assign or transfer the Agreement or any rights hereunder without FreightX's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all your assets (in which case notice is required). FreightX may assign without consent to an Affiliate or successor. Any unauthorized assignment is void.

14.5 Export Controls

You acknowledge that the Services are subject to U.S. export control and sanctions laws (e.g., EAR, OFAC). You agree not to export, re-export, or transfer the Services in violation thereof and represent that you are not located in a prohibited jurisdiction or on any sanctioned list.

14.6 Publicity

FreightX may reference you as a customer in marketing materials, case studies, or promotional content, using your name and logo as provided. Any other use requires your prior written consent.

14.7 Notices

All notices must be in writing and delivered via email (to privacy@freightx.ai for FreightX; to the email associated with your Account for you) or certified mail to your registered address. Notices are effective upon receipt.

14.8 Severability and Waiver

If any provision is held invalid or unenforceable, the remaining provisions remain in full force. No waiver of any breach is a waiver of any subsequent breach. Delay in enforcing rights does not constitute waiver.

14.9 Entire Agreement

The Agreement constitutes the entire understanding between the parties, superseding all prior or contemporaneous agreements, proposals, or understandings, whether oral or written. No amendments except in writing signed by both parties. For conflicts between these Terms and any Order, the Order controls as to specifics therein; otherwise, these Terms prevail.

14.10 Third-Party Beneficiaries

There are no third-party beneficiaries to the Agreement.

Headings are for convenience only. "Including" means "including without limitation." The singular includes the plural and vice versa.

If you have questions about these Terms, please contact privacy@freightx.ai.