Terms of Service

1. Acceptance and eligibility

By clicking “I agree”, signing an order form, or accessing the Service, you agree to be bound by these Terms. You must be at least 18 years old and have authority to bind the organization on whose behalf you are accepting. The Service is offered only for business use; it is not a consumer product and is not directed to children.

2. Account registration

During our pre-launch period, the Service is invite-only. Customers receive an invitation code or an emailed invitation from an administrator at their organization. You are responsible for the accuracy of the information you provide, for keeping your credentials and any API keys confidential, and for all activity that occurs under your account. You must notify us promptly at [email protected] if you suspect any unauthorized access. Each user account is for a single, named individual; account sharing is not permitted.

3. Subscription, billing, and refunds

The Service is offered on a subscription basis. The plans, included quotas, and prices in effect at the time you subscribe are stated on our pricing page or in your order form, and are denominated in U.S. dollars unless otherwise stated. Subscriptions may be monthly or annual; both renew automatically at the end of each billing period at the then-current rate unless you cancel before renewal.

Taxes. Fees are exclusive of any taxes, duties, or government charges, which are your responsibility unless we are required by law to collect them on your behalf.

Refunds. Subscription fees are non-refundable, including for partial billing periods, unused quota, or downgrades. If we materially fail to provide the Service for reasons within our control and cannot remediate within 10 business days of your written notice, we will issue a pro-rata credit for the affected portion of your current term as your sole remedy.

Late payment. If a payment is not received when due, we may suspend access to the Service on 10 days’ written notice and may charge interest on past-due amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

4. Acceptable use

You will not, and will not allow any third party to: (a) reverse engineer, decompile, or attempt to derive source code from the Service except to the extent expressly permitted by applicable law; (b) scrape, crawl, or harvest data from the Service except through documented APIs and within published rate limits; (c) resell, sublicense, or provide the Service as a service bureau to third parties without our written consent; (d) upload or transmit infringing, defamatory, harassing, or unlawful content, or content that violates the rights of any third party; (e) introduce malware, exploits, or any code intended to disrupt the Service; (f) exceed published rate limits or otherwise interfere with the Service’s capacity; (g) attempt to access another tenant’s data or to bypass authentication, authorization, or row-level isolation controls; or (h) use the Service to violate U.S. export controls, sanctions, or anti-corruption laws.

5. Customer data

As between you and us, you retain all right, title, and interest in and to the data your users upload, enter, or generate through the Service (“Customer Data”). You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide and operate the Service for you, to comply with law, and to enforce these Terms.

Right to delete on termination. On termination or expiration, you may export Customer Data through the Service’s export tools or by written request within a 30-day export window. After the export window expires, we will delete Customer Data from primary systems in accordance with the schedule in our Privacy Policy, except where a legal hold applies.

Aggregated and anonymized data. We may generate aggregated, de-identified data from Customer Data that does not identify you, your users, or any individual, and use it to operate, secure, benchmark, and improve the Service. Aggregated data is not Customer Data and may be retained after termination.

6. AI features disclaimer

The Service includes AI-assisted features such as quote suggestions, document classification, chargeable-event detection, and a retrieval-augmented chat assistant. AI outputs are suggestions, not authoritative determinations. They may be incomplete, inaccurate, biased, or out of date. You are solely responsible for reviewing, validating, and deciding whether to act on any AI output, including any quote, rate, classification, compliance flag, or recommendation. AI features must not be used as the sole basis for any pricing commitment, customs filing, denied-party determination, or other regulated decision. We disclaim all liability for losses arising from your reliance on AI output without independent verification.

AI features operate on your organization’s own data only. We do not use one customer’s data to train or fine-tune models that serve another customer.

7. Third-party integrations

The Service may allow you to connect to third-party systems — including ocean and airline carriers, customs systems, accounting platforms, and electronic data interchange partners — using credentials or API tokens you provide. By enabling an integration, you authorize us to access and exchange data with that third party on your behalf. Your use of any third-party service is governed by that third party’s terms, not by these Terms. We are not responsible for the availability, accuracy, or behavior of third-party services, and we are not liable for losses caused by them.

8. Intellectual property

We and our licensors own all right, title, and interest in and to the Service, including the software, models, prompts, designs, trademarks, and documentation. Subject to your compliance with these Terms and payment of fees, we grant you a non-exclusive, non-transferable, revocable license during the subscription term to access and use the Service for your internal business purposes. All rights not expressly granted are reserved.

Feedback. If you send us suggestions, ideas, or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose.

9. Confidentiality

Each party may receive information of the other that is marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms, will protect it with the same degree of care it uses for its own confidential information (and no less than reasonable care), and will disclose it only to personnel and advisors with a need to know who are bound by comparable confidentiality obligations. Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, rightfully received from a third party without restriction, or required to be disclosed by law (in which case the receiving party will give prompt notice where permitted).

10. Warranties and disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. To the maximum extent permitted by law, we disclaim all warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free, secure, or that AI outputs will be accurate. The Service is pre-launch software and may contain bugs, gaps, or rapidly changing behavior. Some jurisdictions do not allow disclaimer of certain warranties; where that is the case, those warranties are limited to the minimum period required by law.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or cost of substitute services, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages.

Each party’s total cumulative liability arising out of or related to these Terms or the Service is capped at the total fees you actually paid to us for the Service in the 12 months immediately preceding the event giving rise to the claim.

The foregoing limitations do not apply to: (a) either party’s indemnification obligations under section 12; (b) breach of confidentiality obligations under section 9; (c) your payment obligations; or (d) liability that cannot be excluded under applicable law. You acknowledge that the allocation of risk in this section is an essential basis of the bargain and is reflected in the fees charged for the Service.

12. Indemnification

By you. You will defend, indemnify, and hold harmless LogisticsPrizm and its officers, directors, employees, and affiliates from and against any third-party claims, damages, liabilities, settlements, judgments, and reasonable attorneys’ fees arising out of or relating to: (a) Customer Data, including any claim that it infringes a third party’s rights or violates law; (b) your use of the Service in breach of these Terms or applicable law; (c) any decision you make in reliance on AI output without independent verification; or (d) your third-party integrations.

By us. We will defend you against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes a U.S. patent, copyright, or registered trademark, and will pay damages finally awarded or amounts agreed in settlement, subject to the liability cap in section 11. This obligation does not apply to claims arising from Customer Data, your modifications to the Service, your combination of the Service with anything not provided by us, or your use of the Service outside the scope of these Terms.

The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defense and settlement (provided that no settlement requiring an admission of liability or non-monetary obligation may be made without consent), and provide reasonable cooperation at the indemnifying party’s expense.

13. Term and termination

These Terms begin when you first accept them and continue until your subscription ends. Either party may terminate for material breach by the other if the breach is not cured within 30 days of written notice. We may suspend or terminate immediately if you violate section 4 (Acceptable Use), if required by law, if your account is delinquent past the cure period, or if your use poses a security or legal risk to us or other customers.

On termination, your right to use the Service ends, and you have a 30-day window to export Customer Data as described in section 5. Sections that by their nature should survive (including 5, 8, 9, 10, 11, 12, 14, and 16) survive termination.

14. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before filing any formal claim, the parties will attempt in good faith to resolve the dispute informally for at least 60 days by written notice to [email protected] (for us) or to your registered administrator email (for you).

Binding arbitration; class-action waiver. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration is Miami-Dade County, Florida, and the arbitration may be conducted by videoconference. You and we agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. Each party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual-property rights or confidential information. If the class-action waiver is held unenforceable, the remainder of this arbitration agreement is void as to the affected claims, which will proceed in the state or federal courts of Miami-Dade County, Florida.

Opt-out. You may opt out of binding arbitration by sending written notice to [email protected] within 30 days of first accepting these Terms. The notice must include your organization name, your name and registered email, and a clear statement that you opt out of arbitration. Opting out will not affect any other provision and will not change pricing or features.

15. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will give notice by email to your account administrator, by in-product notification, or by updating the “Last updated” date above. Material changes take effect no earlier than 30 days after notice. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree, your sole remedy is to terminate before the changes take effect, in which case section 13 governs.

16. General

Entire agreement. These Terms, together with our Privacy Policy and any order form or written addendum signed by both parties, are the entire agreement between the parties regarding the Service and supersede all prior agreements on the subject.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed; the remaining provisions remain in full force.

Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, provided the successor is not a competitor of ours and assumes these Terms in writing. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets without consent.

Force majeure. Neither party is liable for delays or failures (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, government action, pandemics, internet or power outages, cyberattacks, or third-party service failures.

Export and sanctions. You will not use the Service in violation of U.S. export controls or sanctions, and you represent that you are not located in, organized under the laws of, or ordinarily resident in any embargoed jurisdiction and are not on any U.S. denied-party list.

Notices. Notices to us go to [email protected]. Notices to you go to the email associated with your account administrator.

Independent contractors. The parties are independent contractors; no partnership, joint venture, agency, or employment relationship is created.

17. Contact

Questions about these Terms? Email [email protected].

VUGA Enterprises LLC, doing business as LogisticsPrizm. State of Florida, United States.