Terms of Use

These Terms of Use (“Terms”) constitute a legally binding agreement entered into by and between Cargofy (“Company”, “we”, “us”, or “our”) and the corporate entity or organisation accessing the Platform (“Client”, “Workspace Owner”, or “you”).

By registering, accessing, or utilising the Platform, you expressly acknowledge that you have read, understood, and unconditionally agree to be bound by these Terms.

1. DEFINITIONS AND INTERPRETATION

In these Terms, the following capitalised terms shall bear the meanings ascribed to them below:

“AI Agents” denotes the proprietary algorithmic, machine-learning, and automated tools integrated into the Platform, capable of executing workflows, routing, freight matching, and pricing without human intervention.

“Authorised Users” means any employees, independent contractors, or agents explicitly invited and granted access to the Workspace by the Workspace Owner.

“Carriers” refers to asset-based transport providers executing the physical movement of freight.

“Confidential Information” means any non-public business, financial, operational, or technical information disclosed by either party, whether in writing or digitally, including but not limited to freight rates, customer lists, algorithms, and source code.

“Freight Forwarders” refers to intermediaries acting as the execution layer between Shippers and Carriers.

“Platform” encompasses the Cargofy proprietary digital ecosystem, including the web portal, the “Cargofy Driver” mobile application, AI Agents, Application Programming Interfaces (APIs), and all related software and infrastructure.

“Shippers” means Beneficial Cargo Owners (BCOs) procuring transportation services.

“Workspace” means a securely partitioned, dedicated digital environment provisioned on the Platform for the exclusive use of the Workspace Owner and its Authorised Users.

“Workspace Owner” means the primary contracting corporate entity responsible for all activity, data, and users within its designated Workspace.

2. LEGAL STATUS OF THE PARTIES

2.1. Cargofy operates exclusively as a Software-as-a-Service (SaaS) and technology platform provider. Under no circumstances shall Cargofy be construed as a freight broker, freight forwarder, motor carrier, logistics provider, or a party to any underlying contract of carriage.

2.2. We do not take possession of, handle, or transport freight, nor do we derive revenue directly from logistics execution. All obligations, liabilities, and risks associated with the physical transportation of goods remain the exclusive purview of the respective Shippers, Carriers, and Freight Forwarders.

3. ACCOUNT PROVISIONING AND SANCTIONS COMPLIANCE

3.1. While initial account creation may be self-serve, access to production environments (permitting active commercial operations) remains strictly subject to Cargofy’s vetting protocols and the execution of requisite commercial agreements. The Workspace Owner accepts absolute and unmitigated responsibility for all activities, omissions, and liabilities incurred by its Authorised Users.

3.2. Where applicable, Clients executing transport operations warrant and represent that they maintain valid, active operating authorities (e.g., MC/USDOT numbers) and comprehensive insurance coverage as mandated by applicable regulatory bodies in their respective operating jurisdictions.

3.3. The Client expressly warrants that neither it, its beneficial owners, nor any of its Authorised Users are located in, ordinarily resident in, or operating from any country or territory subject to comprehensive U.S. or EU sanctions (including, but not limited to, Cuba, Iran, North Korea, Syria, the Russian Federation, the Republic of Belarus, and the comprehensively sanctioned regions of Ukraine). Furthermore, the Client confirms it is not listed on any restricted parties list administered by the OFAC (USA), the European Union, or HM Treasury (UK). Any breach of this clause shall result in immediate, irrevocable termination of access.

3.4. User credentials (logins and passwords) are granted to individual, specifically designated Authorised Users. The Client strictly agrees that user credentials may not be shared, pooled, or transferred among multiple individuals. If Cargofy detects account sharing or credential abuse, we reserve the right to immediately suspend the Workspace or automatically upgrade the Client’s billing plan to reflect the actual number of concurrent users.

4. Artificial Intelligence And Autonomous Operations

4.1. The Platform features sophisticated AI Agents designed to automate logistics procurement, documentation, and communication. By configuring and activating these AI Agents, the Workspace Owner legally authorises the AI to act as its digital agent.

4.2. The Workspace Owner acknowledges that AI Agents may autonomously bind the Client to commercial terms, rates, and contractual obligations. The Client bears sole and exclusive financial and legal responsibility for all outcomes, transactions, and communications executed by the AI Agents on its behalf.

5. DATA PRIVACY, ANALYTICS, AND IP

5.1. The Client retains proprietary rights to its internal business records. In relation to the personal data of its drivers and Authorised Users, the Client acts as the sole Data Controller. By deploying the “Cargofy Driver” application, the Client strictly warrants that it has secured all necessary and explicit consents to collect, process, and share real-time GPS data in compliance with the General Data Protection Regulation (GDPR), and other applicable legislation. Processing of personal data by Cargofy is governed by our Privacy Policy, which is incorporated herein by reference. In the absence of a separate Data Processing Agreement, the Client assumes full liability for the lawful transmission of personal data to the Platform.

5.2. Notwithstanding anything to the contrary, the Client grants Cargofy a perpetual, irrevocable, worldwide, royalty-free licence to use, process, and aggregate the Client’s operational data, provided such data is strictly anonymised. Cargofy retains the absolute right to utilise this aggregated data to benchmark industry trends, optimise algorithms, and train our proprietary AI machine-learning models.

5.3. Cargofy retains all right, title, and interest in and to the Platform, its underlying code, AI algorithms, derivatives, and branding. No transfer of intellectual property rights is implied or granted under these Terms.

5.4. The Client expressly agrees that it shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or machine-learning models of the Platform; (b) use the Platform, its outputs, or any Confidential Information to develop, train, or market a competing software product, AI model, or logistics platform; or (c) employ automated scripts, scrapers, or web crawlers to extract pricing or routing data from the Platform.

5.5. The Client grants Cargofy a non-exclusive, worldwide, royalty-free right to use the Client’s company name, trademarks, and logos strictly for promotional purposes, including listing the Client as a customer on the Cargofy website, in pitch decks, and in marketing materials. The Client may revoke this right at any time by providing written notice to info@cargofy.com.

5.6. The Platform may facilitate inbound and outbound data feeds with third-party software, including but not limited to external Transportation Management Systems (TMS), ERPs, and public load boards (e.g., Transporeon, CargoWise, Timocom). Where the Client authorises or configures the Platform (or its AI Agents) to pull or push data to such external systems, the Client does so entirely at its own risk. Cargofy makes no representations regarding the security, accuracy, or availability of third-party APIs. Cargofy bears no liability for data breaches, rate discrepancies, or operational failures originating from, or occurring within, any third-party ecosystem.

6. CONFIDENTIALITY

Each party agrees to maintain the absolute confidentiality of the other party’s Confidential Information and shall not disclose it to any third party without prior written consent, except as required by law or strictly necessary for the provision of the Platform services. This obligation shall survive the termination of these Terms for a period of three (3) years.

7. COMMERCIAL TERMS

7.1. Access to the Platform is contingent upon the timely settlement of all applicable fees, encompassing subscription charges and usage-based success fees.

7.2. Save as expressly mandated by statutory law, all fees paid to Cargofy are strictly non-refundable. All stated fees are exclusive of applicable taxes, levies, or duties, which remain the sole responsibility of the Client.

7.3. Any undisputed fees not paid when due shall accrue interest at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is lower, calculated daily from the due date until paid in full. The Client shall reimburse Cargofy for all reasonable costs incurred in collecting overdue amounts, including legal fees.

7.4. In the event the Client initiates a chargeback, reversal, or payment dispute via their bank or third-party payment processor without prior good-faith negotiation with Cargofy, we reserve the right to immediately suspend the Workspace and revoke all Platform access until the dispute is resolved.

7.5. Cargofy may, at its sole discretion, offer discounted or functionally limited trial periods. Prior to the expiration of any such trial, Cargofy will notify the Client of the transition to a commercial production stage. Continued use of the Platform following the expiration of the trial period constitutes unequivocal acceptance of the standard production fees, which shall be billed automatically for subsequent billing cycles in accordance with the agreed subscription tier.

8. TERM, SUSPENSION, AND TERMINATION

8.1. Cargofy reserves the absolute, unilateral right to suspend, restrict, or dynamically throttle (limit the speed or volume of API requests) the Client’s access to the Platform without prior notice in the event of: (a) suspected fraud or breach of these Terms; (b) non-payment; (c) usage that significantly exceeds anticipated load limits or threatens the security, stability, or integrity of the Platform's infrastructure.

8.2. Upon termination of the Client’s account, all licences granted hereunder shall immediately cease. Cargofy shall have no obligation to retain or forward any Workspace data beyond thirty (30) days following termination, subject to our internal data retention policies.

9. COMPREHENSIVE DISCLAIMERS

9.1. THE PLATFORM IS PROVIDED ON A STRICTLY “AS-IS” AND “AS-AVAILABLE” BASIS. CARGOFY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE OPERATION.

9.2. The Client acknowledges that AI Agents operate on probabilistic machine-learning models. Cargofy makes no representations regarding the absolute accuracy or optimal commercial nature of AI-generated rates, routes, freight matches, or automated communications. Cargofy disclaims all liability for suboptimal financial outcomes resulting from reliance on AI-generated outputs.

9.3. Cargofy does not vet the operational safety records of Carriers. We expressly disclaim any responsibility for the physical safety, regulatory compliance, hours-of-service adherence, or employment practices of any transport personnel utilising the Platform.

9.4. The Client bears sole responsibility for the legality, accuracy, and completeness of any knowledge base files (e.g., SOPs, rate sheets), chat inputs, and business records uploaded to the Workspace. The Client strictly warrants it shall not upload any malicious code, malware, or content that infringes third-party intellectual property rights.

9.5. Any generation of trip documentation, proof of delivery, or invoices facilitated by the Platform is strictly for administrative convenience. Cargofy does not provide legal, tax, accounting, or compliance advice. The Client remains exclusively responsible for ensuring that all documentation generated via the Platform complies with applicable tax regulations and statutory requirements.

9.6. From time to time, Cargofy may invite the Client to try pre-release, experimental, or “beta” features (collectively, “Beta Services”). Beta Services are provided solely for evaluation purposes, are not subject to any Service Level Agreements (SLAs), and may be subject to additional terms. Beta Services are provided strictly “AS-IS” without any warranty or liability whatsoever. Cargofy may discontinue Beta Services at any time in its sole discretion.

10. INDEMNIFICATION

The Client agrees to unconditionally indemnify, defend, and hold harmless Cargofy, its directors, officers, and employees from and against any and all claims, liabilities, damages, regulatory fines, and legal costs (including reasonable legal fees) arising directly or indirectly from:

1. the Client's breach of these Terms or misuse of the Platform;
2. any freight-related dispute, cargo loss, or personal injury claim involving the Client or its sub-contractors;
3. the actions, commercial commitments, or errors made by AI Agents configured within the Client's Workspace;
4. any violation of applicable sanctions, safety regulations, data protection laws, or operating authority mandates.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CARGOFY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, REGARDLESS OF THE THEORY OF LIABILITY. IN ALL CIRCUMSTANCES, CARGOFY'S AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL BE STRICTLY CAPPED AT THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO CARGOFY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. DISPUTE RESOLUTION

12.1. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration in Wilmington, Delaware. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.

12.2. THE PARTIES FURTHER AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. THE CLIENT EXPRESSLY WAIVES ITS RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.

13. PARTNER AND REFERRAL PROGRAMMES

Cargofy may operate promotional partner or referral programmes, offering fixed-fee or percentage-based rewards for successful user acquisitions. Participation in any such programme is strictly subject to Cargofy’s approval and may be governed by a separate, case-by-case commercial agreement. Cargofy reserves the unilateral right to withhold payouts, suspend participation, or terminate any referral arrangement immediately if we detect fraudulent activity, self-referrals, or bad-faith manipulation of the programme mechanics.

14. MISCELLANEOUS PROVISIONS

14.1. Force Majeure. Neither party shall be held liable for any delay or failure in performance (other than payment obligations) resulting directly or indirectly from acts of God, war, terrorism, pandemics, civil disturbances, cyber-attacks, ransomware, systemic failures of third-party utility providers, or any other cause beyond reasonable control.

14.2. Modifications and Severability. Cargofy reserves the right to modify these Terms at its sole discretion. Continued use of the Platform following such modifications constitutes binding acceptance. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced to the fullest extent under law.

14.3. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, alongside applicable U.S. federal and international law, without giving effect to any choice or conflict of law provision.

14.4. Relationship of the Parties. The relationship between Cargofy and the Client is strictly that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency (except for the expressly configured AI Agents), or employment relationship between the parties. Neither party has the authority to bind the other to any contract or obligation with a third party.

15. CONTACT INFORMATION

For official legal notices or inquiries pertaining to these Terms, please contact the Cargofy Legal Department via:

• Email: info@cargofy.com
• Website: https://cargofy.com

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