Terms of Service

By accessing or using LogAI.ai — including initiating a free trial, activating a subscription, or using any feature of the platform — you ("Customer") agree to these Terms of Service ("Terms") on behalf of the organization you represent. If you are an individual acting for yourself, these Terms apply to you personally.

If you do not have authority to legally bind your organization, you may not use the service. By clicking "I agree," signing an order form that references these Terms, or continuing to use the service after these Terms are posted, you confirm that you have that authority.

These Terms apply to all components of the LogAI.ai platform, including but not limited to the LogAI ERP load lifecycle product, the LogAI Exchange load board, the automated agent suite, the Phony outbound-calling module, and all connected integrations.

LogAI.ai provides freight operations software delivered as a software-as-a-service ("SaaS") platform. The platform includes: document capture and AI-assisted classification; freight load lifecycle management (quoting through settlement); carrier tendering and rate confirmation workflows; real-time shipment tracking via ELD, EDI 214, and portal integrations; exception monitoring and escalation management; automated proof-of-delivery collection; AI-assisted carrier invoice audit and reconciliation; the Phony automated check-call module; and the LogAI Exchange private load board.

LogAI.ai is a technology provider. We are not a licensed freight broker, freight forwarder, motor carrier, or non-vessel-operating common carrier (NVOCC). We do not arrange, broker, or transport freight shipments. Customer is solely responsible for all brokerage, forwarding, transportation, and customs activities conducted through the platform.

We may update, modify, or add features at any time. We may remove features that are superseded or no longer viable. We will provide at least 30 days' written notice before removing a feature that is material to the core load lifecycle workflow. We reserve the right to update the platform immediately for security, legal compliance, or fraud prevention purposes without prior notice.

If you register for a free trial, we will make the applicable services available to you at no charge for the trial period. At the end of the trial period, the service will automatically convert to a paid subscription unless you cancel before the trial ends. We reserve the right to modify trial terms or discontinue trials at any time.

Trial accounts are subject to reduced data retention and may have feature limitations. Data entered during a trial is not guaranteed to be retained if the account does not convert to a paid subscription. You are responsible for exporting any trial data before the trial period ends.

Subscription fees, billing intervals, and applicable module fees are defined in your order form or the pricing schedule in effect at the time of purchase. All fees are exclusive of applicable taxes. Customer is responsible for all taxes, duties, and levies associated with its subscription, excluding taxes on our net income.

Fees are invoiced in advance. Payment is due within the number of days stated on the invoice (default: net-30 from invoice date). Past-due balances accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend access to the service for accounts with overdue balances after 15 days' written notice.

Disputed charges must be raised in writing within 30 days of the invoice date. If a dispute is raised in good faith, service will not be suspended for the disputed amount while the dispute is under review. We will work to resolve disputes within 30 days.

We may adjust subscription fees at renewal with at least 60 days' prior written notice. If Customer objects to a fee increase, Customer may terminate the subscription effective at the end of the then-current term without penalty, provided written notice of objection is delivered before the renewal date.

Subject to these Terms and payment of all applicable fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the service during the subscription term solely for Customer's internal freight operations and those of its brokerage or logistics customers.

Permitted uses include: managing freight loads on behalf of Customer's organization and its shipper or consignee customers; automating document collection, invoice audit, and load tracking workflows; providing shipper and consignee visibility into loads Customer manages as a licensed freight broker, freight forwarder, third-party logistics provider (3PL), or shipper; transmitting and receiving EDI transactions in connection with Customer's freight operations; and connecting the service to permitted third-party systems as documented in the LogAI.ai integrations library.

Customer may not use LogAI.ai to:

(a) Create, transmit, or store fraudulent, misrepresented, or fabricated load records, carrier credentials, shipper data, or freight documents, including false or altered bills of lading, rate confirmations, or proofs of delivery.

(b) Enter carrier MC/DOT numbers, insurance certificates, or safety data that Customer knows to be invalid, expired, or altered, in any way that could facilitate double brokering, carrier identity fraud, or cargo theft.

(c) Facilitate double brokering — re-tendering a load to a second carrier without the original shipper's knowledge and consent — or any practice that violates the Federal Motor Carrier Safety Administration's regulations on brokerage arrangements.

(d) Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the platform or its underlying AI models and agent logic.

(e) Attempt to circumvent authentication, access controls, rate limits, or any security mechanism of the platform or its APIs.

(f) Use automated means to access or scrape the platform except through the documented API with valid credentials.

(g) Use the service on behalf of, or for the benefit of, any entity subject to applicable economic sanctions, export controls, or denied-party lists, including those maintained by OFAC, the BIS, or equivalent authorities.

(h) Resell, sublicense, or otherwise make the service available to third parties as a standalone product without our prior written consent. White-label or embedded-use arrangements require a separate written agreement.

(i) Store or process protected health information (PHI) governed by HIPAA or equivalent regulations, unless a separate Business Associate Agreement is executed with us.

Customer is responsible for all activity that occurs under its account, including activity by its employees, contractors, and any third party to whom Customer grants access. Customer must: maintain the confidentiality of all account credentials; promptly notify us of any unauthorized access or suspected breach; and ensure that each authorized user's contact information is accurate.

Customer may provision access for its employees, contractors, and — with appropriate data access restrictions — its shipper and carrier customers, consistent with the role-based access controls available in the platform. Customer may not grant access to competitors of LogAI.ai.

We reserve the right to require password resets, revoke session tokens, or suspend individual user accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

Customer retains all right, title, and interest in and to Customer's load records, freight documents, rate confirmations, carrier invoices, shipper data, consignee data, and all other data entered into or generated by Customer's use of the platform ("Customer Data").

By using the service, Customer grants us a limited, non-exclusive license to access, store, process, and transmit Customer Data solely as necessary to provide and operate the service. This license does not include the right to sell, license, or disclose Customer Data to third parties except as required to operate the service (e.g., transmitting EDI transactions to carriers on Customer's behalf) or as required by law.

We may use aggregated and de-identified data derived from Customer Data — in a form that does not identify Customer or its customers — for the purpose of improving the platform's AI extraction models, agent performance, and feature development. This use is subject to the additional conditions in the Privacy Policy.

Customer is responsible for the accuracy, legality, and completeness of all Customer Data. We are not responsible for errors in Customer Data or the consequences of acting on inaccurate Customer Data.

The platform displays carrier safety ratings, insurance status, operating authority, and other information sourced from publicly available FMCSA databases and third-party data providers. This information is provided for reference only. LogAI.ai does not guarantee the accuracy, completeness, or currency of any carrier safety or compliance data sourced from external databases.

Customer is solely responsible for conducting its own carrier vetting and qualification processes in compliance with applicable brokerage regulations. Displaying or referencing a carrier's FMCSA data within the platform does not constitute an endorsement of that carrier's safety, reliability, or insurance adequacy. Customer should independently verify carrier authority, insurance certificates (Certificates of Insurance), and cargo liability coverage before tendering a load.

Nothing in the platform constitutes a recommendation to use any specific carrier. Customer assumes full responsibility for carrier selection decisions and for any resulting freight claims, cargo losses, or service failures.

The platform supports EDI transactions including but not limited to: EDI 204 (Motor Carrier Load Tender), EDI 210 (Motor Carrier Freight Details and Invoice), and EDI 214 (Transportation Carrier Shipment Status Message). Customer is responsible for ensuring its EDI trading partner agreements with carriers and shippers authorize the transmission of these transactions through LogAI.ai as a technology intermediary.

Electronic communications transmitted through the platform — including EDI transactions, email communications from LogAI.ai-connected inboxes, and rate confirmations — constitute legal communications for the purposes of Customer's freight operations. Customer is responsible for ensuring that its use of electronic rate confirmations and load tenders complies with its contracts with carriers and shippers, and with applicable law.

We do not guarantee the timely delivery or acknowledgment of EDI transactions. Customer should implement appropriate fallback procedures for time-sensitive transactions. We are not liable for freight delays, missed appointments, or load cancellations resulting from EDI transmission failures.

The Phony module places outbound automated telephone calls to carrier drivers, carrier dispatchers, and shipper contacts for the purposes of check calls, shipment status updates, and proof-of-delivery follow-up. Customer, as the party directing these calls, is solely responsible for ensuring that its use of the Phony module complies with all applicable federal and state laws governing automated telephone calls, including the Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. § 227, and all implementing regulations.

Customer represents and warrants that: (a) Customer has obtained all necessary consents from the individuals it directs LogAI.ai to call; (b) Customer's use of automated calling in connection with its freight operations complies with applicable TCPA exemptions or consent requirements; and (c) Customer maintains records of consents and opt-outs as required by law.

All calls placed through the Phony module are recorded and transcribed as part of the load event record. By directing calls through Phony, Customer represents that it has provided required disclosure to call recipients or that applicable law does not require disclosure in the relevant jurisdiction for the type of call being placed. Customer indemnifies and holds us harmless from any claims, penalties, or damages arising from Customer's use of the Phony automated calling module.

LogAI.ai is a technology platform provider. Customer, not LogAI.ai, is responsible for maintaining all required federal and state licenses, registrations, and bonds applicable to its business, including but not limited to: freight broker operating authority issued by the FMCSA (49 U.S.C. § 13904); freight broker surety bond or trust fund in the current statutory minimum amount ($75,000 as of 2013; verify current requirements); freight forwarder operating authority (49 U.S.C. § 13903); and any state-level licensing or bonding requirements.

Customer is solely responsible for ensuring that its freight brokerage, forwarding, and 3PL operations conducted through the platform comply with: Title 49 of the Code of Federal Regulations (CFR) Parts 371 (Brokers of Property), 374, 375, and all other applicable FMCSA regulations; the Household Goods Consumer Protection Act where applicable; the Hazardous Materials Regulations (49 CFR Parts 171–180) for any hazardous materials shipments managed through the platform; customs regulations and requirements for international shipments, including CBP requirements and applicable foreign customs law; and all applicable state transportation regulations.

LogAI.ai does not review or audit Customer's regulatory compliance and does not provide legal, regulatory, or compliance advice. Nothing in the platform constitutes legal or compliance guidance.

The platform includes tools for recording and tracking freight claims, including overage, shortage, and damage (OS&D) records. These tools are provided for documentation and workflow management purposes only. LogAI.ai is not a party to any freight claim, cargo insurance policy, or dispute between Customer, its carriers, its shippers, or their insurers.

Freight claims are governed by applicable law (including the Carmack Amendment, 49 U.S.C. § 14706, for domestic shipments) and by the contracts between Customer and its carriers and shippers. Customer is responsible for timely filing freight claims with the appropriate carrier within statutory and contractual deadlines. The platform does not provide automatic reminders for claim filing deadlines, and we are not liable for claims that are time-barred as a result of missed deadlines.

Documentation stored in the platform (BOLs, PODs, exception records, photos) may be used as evidence in freight claim proceedings at Customer's discretion. The accuracy and completeness of such documentation is Customer's responsibility.

LogAI.ai and all components of the erp.io suite — including all software, AI models, agent logic, user interface designs, documentation, trademarks, and service marks — are owned by or licensed to LogAI.ai. These Terms do not transfer any intellectual property rights to Customer. Customer receives only the limited use license described in Section 5.

Customer grants us a non-exclusive, royalty-free license to display Customer's trade name and logo in our customer reference materials unless Customer requests in writing that we not do so.

If Customer provides feedback, bug reports, feature requests, or other suggestions regarding the platform ("Feedback"), Customer grants us a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, and commercialize such Feedback without restriction or compensation.

Each party agrees to hold in confidence the other party's non-public, proprietary information disclosed in connection with the service ("Confidential Information") and to use Confidential Information only for the purpose of exercising its rights and performing its obligations under these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to Confidential Information; or (d) is disclosed to the receiving party by a third party without restriction.

Either party may disclose Confidential Information if required by law, court order, or regulatory authority, provided that the disclosing party gives the other party reasonable prior notice (to the extent permitted by law) and cooperates reasonably to obtain a protective order.

Customer Data is Customer's Confidential Information. Our platform architecture, AI models, pricing algorithms, and unreleased features are our Confidential Information.

Customer shall defend, indemnify, and hold harmless LogAI.ai, its affiliates, officers, employees, and agents from and against all claims, damages, losses, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use of the service in violation of these Terms or applicable law; (b) Customer Data, including any claim that Customer Data infringes a third party's intellectual property rights or violates applicable law; (c) Customer's freight brokerage, forwarding, or 3PL operations conducted through or in connection with the platform; (d) freight claims, cargo losses, or disputes between Customer and its carriers, shippers, or consignees; (e) Customer's use of the Phony automated calling module in violation of the TCPA or applicable law; and (f) Customer's violation of FMCSA regulations or other applicable transportation law.

We shall defend, indemnify, and hold Customer harmless from and against third-party claims that the platform, as provided by us and used in accordance with these Terms, infringes a third party's U.S. intellectual property right. This obligation does not apply if the claim arises from Customer's modification of the platform, Customer's combination of the platform with other products or services, or Customer's use of the platform in a manner not authorized by these Terms.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that: the service will be uninterrupted, error-free, or free of harmful components; data extraction, AI classification, or agent outputs will be accurate in all cases; carrier safety or compliance data sourced from FMCSA or third parties will be current or complete; or that the service will meet all of Customer's specific operational requirements.

Customer acknowledges that AI-assisted extraction, classification, and agent outputs are probabilistic and require human review for high-stakes operational decisions, including rate confirmation release, carrier selection, and invoice payment. The platform's human-in-the-loop design is a risk mitigation feature, not a guarantee of accuracy.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FREIGHTS.AI, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST REVENUE OR PROFITS; CARGO LOSS OR DAMAGE; FREIGHT CLAIM LOSSES; CARRIER OR SHIPPER DISPUTES; MISSED DELIVERY PENALTIES OR LIQUIDATED DAMAGES; LOSS OF CUSTOMER CONTRACTS OR BUSINESS RELATIONSHIPS; OR LOSS OF DATA — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICE — REGARDLESS OF THE FORM OF ACTION — IS LIMITED TO THE TOTAL FEES PAID BY CUSTOMER FOR THE SERVICE IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CUSTOMER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS.

The limitations in this section reflect a reasonable allocation of risk. LogAI.ai would not enter into this agreement without these limitations.

We target 99.5% monthly uptime for the core load lifecycle platform, excluding scheduled maintenance windows, force majeure events, and downtime caused by Customer's actions or third-party infrastructure failures (including cloud provider outages). Service level commitments, if applicable to Customer's subscription tier, are set forth in a separate Service Level Agreement or order form.

Scheduled maintenance that requires downtime will be announced at least 48 hours in advance where practicable and will be performed during low-traffic windows (typically weekends or early morning hours in the U.S. Central time zone). Emergency maintenance may be performed without prior notice.

The platform depends on third-party services including ELD provider APIs, EDI clearing networks, FMCSA data services, and cloud infrastructure. We are not liable for availability degradation caused by third-party service failures beyond our reasonable control.

LogAI.ai is not an insurer. The platform does not provide cargo insurance, freight liability coverage, errors and omissions coverage, or any other insurance product. Nothing in the platform constitutes an insurance policy or a representation that Customer's freight activities are insured.

Customer is responsible for maintaining all insurance required by applicable law and its contracts with carriers and shippers, including but not limited to: errors and omissions / professional liability insurance appropriate for Customer's brokerage or logistics operations; and any cargo liability or contingent cargo insurance Customer elects to maintain.

Neither party will be liable for any failure or delay in performance resulting from causes beyond that party's reasonable control, including acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, internet or telecommunications outages, or widespread cloud infrastructure failures. The affected party must notify the other party promptly and use commercially reasonable efforts to resume performance as quickly as possible.

Force majeure does not excuse Customer's obligation to pay fees that were due before the force majeure event.

Either party may terminate this agreement as specified in the applicable order form. If no specific term is stated, the agreement continues on a month-to-month basis and either party may terminate with 30 days' written notice.

Either party may terminate immediately upon written notice if the other party: materially breaches these Terms and fails to cure the breach within 30 days of written notice; becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy or receivership proceedings; or repeatedly violates these Terms in a pattern that demonstrates inability or unwillingness to comply.

Upon termination: Customer's access to the service ends at the effective termination date. Customer Data will be retained for 30 days after termination during which Customer may request a bulk data export. After 30 days, Customer Data will be deleted in accordance with our data deletion procedures. Fees for service used through the termination date are payable. Provisions that by their nature survive termination — including Sections 8, 14, 15, 16, 17, 18, and 24 — survive.

Customer represents and warrants that it is not located in, organized under the laws of, or controlled by a person or entity in a country or territory that is the subject of comprehensive U.S. economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that Customer is not named on any denied-party list administered by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce Bureau of Industry and Security (BIS), or equivalent authorities.

Customer may not use the service to facilitate transactions, services, or shipments that would violate applicable trade sanctions or export control laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).

These Terms are governed by the laws of the state specified in Customer's order form, without regard to conflicts of law principles. If no state is specified, these Terms are governed by the laws of the State of Delaware.

Any dispute arising out of or relating to these Terms or the service that cannot be resolved through good-faith direct negotiation within 30 days of written notice from either party will be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in English, by a single arbitrator, in the city specified in Customer's order form (or remotely if no city is specified). The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Nothing in this section prevents either party from seeking emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

CLASS ACTION WAIVER: CUSTOMER AND FREIGHTS.AI EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

We may update these Terms at any time. If we make material changes, we will notify Customer by email to the account's primary contact address at least 30 days before the changes take effect. Non-material changes (such as clarifications or updates to reflect new features) may be made with shorter notice.

Continued use of the service after the effective date of updated Terms constitutes acceptance. If Customer objects to material changes, Customer may terminate its subscription effective at the end of the then-current billing period by providing written notice before the effective date.

These Terms, together with any applicable order form, service level agreement, data processing addendum, and the Privacy Policy, constitute the entire agreement between the parties with respect to the service and supersede all prior agreements, representations, and understandings.

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

No waiver of any provision of these Terms will be effective unless made in writing and signed by an authorized representative of the waiving party. A waiver of a specific breach does not constitute a waiver of future breaches.

Customer may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets without Customer's consent.

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or franchise relationship.

Notices required under these Terms must be in writing and sent to: (a) Customer, at the email or physical address associated with Customer's account; and (b) LogAI.ai, at [email protected].