Terms and Conditions

This Agreement describes the terms governing your use of the FreightLabs online platform and services, including content, updates, and new releases (collectively, the “Services”). It includes by reference:

• FreightLabs' Privacy Policy, available on our website or provided to you separately.
• Additional terms and conditions, which may include those from third parties.
• Any terms provided separately to you for the Services, including product or program terms, ordering, activation, and payment terms.

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services for the purposes described by FreightLabs. FreightLabs reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, FreightLabs grants you a commercial, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation, or this Agreement. You agree you will not:

• Provide access to or give any part of the Services to any third party.
• Modify, copy, deconstruct, sell, trade, or resell the Services.
• Make the Services available on any file-sharing or application hosting service.

The Services are licensed on a subscription basis. Pricing will be based on a separate signed agreement or as published on the FreightLabs website.

• Transaction Counting: A shipment transaction is counted the moment a shipment enters an active status within the platform.
• Auto-Renewal: After the initial term, the agreement will auto-renew upon expiration. Subscription and transaction fees will be adjusted in accordance with usage and current terms.
• Pricing Adjustments: Adjustments of up to 5% may be applied annually unless otherwise specified in your agreement.
• Termination by User: You may cancel your subscription by providing written notice at least sixty (60) days prior to the beginning of each renewal term.
• Termination by FreightLabs: Your rights to use the Services may be terminated immediately and without notice if FreightLabs is unable to process your payment method.
• Transfer: The agreement may only be transferred to another entity if the license has not been activated. Once activated, the Services are bound to the registered entity.

For Services offered on a payment or subscription basis, the following terms apply unless FreightLabs notifies you otherwise in writing:

• Payments will be billed in U.S. dollars and your account will be debited upon subscription unless otherwise stated.
• Accepted payment methods include valid credit cards, debit cards, ACH bank transfers, or other methods provided by FreightLabs in writing.
• If your payment and registration information is not accurate, current, and complete, we may suspend or terminate your account and refuse use of the Services.
• Payment for one-time fees is due with the signed agreement. Recurring payments begin on the effective date unless otherwise specified.

You agree to the FreightLabs Privacy Policy and any changes published by FreightLabs. You agree that FreightLabs may use and maintain your data according to the Privacy Policy as part of the Services.

You grant FreightLabs permission to combine non-identifiable information you enter or upload with that of other users to improve the Services, design promotions, and provide benchmarking capabilities.

FreightLabs and Customer acknowledge that this Agreement creates a confidential relationship. Both parties agree to protect commercially valuable, proprietary, and confidential information pertaining to the platform, including but not limited to software functionality, user interfaces, documentation, and all related intellectual property (collectively, “Confidential Information”). Customer shall take all reasonable precautions to prevent unauthorized disclosure of Confidential Information.

6.1 You Are Responsible for Your Content. You are responsible for all materials (“Content”) uploaded, posted, or stored through your use of the Services. You grant FreightLabs a worldwide, royalty-free, non-exclusive license to host and use any Content provided through the Services for the sole purpose of providing the Service. You retain ownership of your content.

FreightLabs will make reasonable efforts to protect content within the platform, including backups and data recovery tools. FreightLabs does not assume liability for data or content loss. You are responsible for maintaining backups of any critical data.

6.2 Permitted Disclosures. You acknowledge that FreightLabs may provide your access information and account data to designated administrators and authorized users as identified during registration or setup.

6.3 Services Use, Storage and Access. FreightLabs reserves the right to revise, update, or modify the Services and establish or change usage limits, including storage space and access frequency. FreightLabs will provide reasonable notice of material changes. Your continued use of the Services constitutes acceptance of such changes.

6.4 Data Transfer. You may have the option to transfer data between the Services and supported third-party integrations. Separate fees may apply. FreightLabs is not liable for any actions or inactions of third-party services.

6.5 Feedback. You agree that FreightLabs may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, products, or marketing materials. You grant FreightLabs a perpetual, worldwide, fully transferable, royalty-free license to use any feedback you provide.

6.6 Monitoring. FreightLabs may, but has no obligation to, monitor content on the Services. We may disclose information as necessary to satisfy legal obligations, protect FreightLabs or its customers, or operate the Services properly.

7.1 No Professional Advice. Unless specifically included with the Services, FreightLabs does not provide legal, financial, accounting, tax, or other professional advice. Consult a qualified professional when you need such assistance.

7.2 Communications. FreightLabs may send you communications about the Services via email or by posting notices on our website.

7.3 Password Management. You are responsible for securely managing your password(s) for the Services and must contact FreightLabs immediately if you become aware of unauthorized access to your account.

7.4 Updates. FreightLabs may include new or updated features, including beta features, in the Services. Your use of beta features is voluntary and provided on an “as is” basis. Beta features may contain errors and you acknowledge that use is at your sole risk.

7.5 Mobile Access. Use of the Services may be available through compatible mobile devices. You are solely responsible for mobile device requirements, including applicable fees and terms with your mobile provider.

Your use of the Services, software, and content is entirely at your own risk. The Services are provided “as is.” To the maximum extent permitted by applicable law, FreightLabs, its affiliates, and its third-party providers, licensors, distributors, or suppliers (collectively, “Suppliers”) disclaim all warranties, express or implied, including any warranty that the Services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality, or content in or linked to the Services.

FreightLabs and its affiliates and Suppliers do not warrant that the Services are secure, free from bugs, viruses, interruptions, errors, theft, or destruction.

To the maximum extent permitted by applicable law, the entire liability of FreightLabs, its affiliates, and Suppliers for all claims relating to this Agreement shall be limited to the amount you paid for the Services during the twelve (12) months prior to such claim. FreightLabs, its affiliates, and Suppliers are not liable for any indirect, special, incidental, punitive, or consequential damages, including damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits, or investment.

You agree to indemnify and hold FreightLabs and its affiliates and Suppliers harmless from any claims, liability, and expenses, including reasonable attorneys' fees, arising out of your use of the Services or breach of this Agreement.

We reserve the right to change this Agreement at any time. Changes will be effective when posted through the Services or on our website, or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

FreightLabs may immediately terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination, you must immediately stop using the Services and any outstanding payments will become due.

After termination, provided all payments are satisfied, FreightLabs will allow you access to your data and content for backup or archival purposes for a limited time. You may extract data using tools available within the Services. Additional data extraction assistance may be available for a predetermined fee.

You acknowledge that the Services may include U.S. technical data subject to export control laws and regulations. You agree to comply with these laws and will not export or re-export any part of the Services in violation of these regulations.

Texas state law governs this Agreement without regard to its conflicts of laws provisions.

Any dispute or claim relating to the Services or this Agreement will be resolved by binding arbitration rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Texas law to all other matters.

You agree that any and all disputes must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. By entering into this Agreement, you agree that you and FreightLabs are each waiving the right to file a lawsuit, the right to a trial by jury, and the right to participate in a class action.

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to FreightLabs, LLC, 12234 Queenston Blvd, Suite 200, Houston, TX 77095.

This Agreement is the entire agreement between you and FreightLabs and replaces all prior understandings, communications, and agreements, oral or written, regarding its subject matter. If any court of law rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will remain valid and enforceable.

You cannot assign or transfer ownership of this Agreement without the written approval of FreightLabs. However, FreightLabs may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets, or (c) a successor by merger.

If you have questions about this Agreement, contact FreightLabs at hello@freightlabs.io.