Terms of Service

1. Acceptance of Terms

Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Services. By clicking "I Agree," creating an account, or otherwise accessing the Services, you acknowledge that you have read these Terms in their entirety and agree to be legally bound by them.

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the revised Terms on our website and updating the "Last updated" date above. Your continued use of the Services after the effective date of any revisions constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must discontinue use of the Services.

2. Description of Services

RouteBrain provides an AI-powered supply chain optimization platform that includes route optimization, freight visibility, carrier rate benchmarking, and logistics intelligence tools. The specific features and capabilities available to you depend on your subscription plan and any applicable Master Service Agreement entered into between RouteBrain and your organization.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time. We will endeavor to provide advance notice of material changes to the Services, but this is not always possible in all circumstances. RouteBrain shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Services, you must register for an account. When registering, you agree to provide accurate, current, and complete information and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 Account Security

You agree to notify RouteBrain immediately at security@routebrainai.com of any unauthorized use of your account or any other breach of security. RouteBrain will not be liable for any losses arising from unauthorized use of your account resulting from your failure to safeguard your credentials. You should use a strong, unique password for your RouteBrain account and enable multi-factor authentication where available.

3.3 Account Eligibility

The Services are intended for use by businesses and business professionals. By creating an account, you represent that you are at least 18 years of age and are using the Services for business purposes. The Services are not intended for personal or consumer use.

4. Acceptable Use

4.1 Permitted Uses

You may use the Services for your internal business purposes in accordance with these Terms and any applicable Master Service Agreement. Permitted uses include accessing routing recommendations, tracking shipment data, analyzing freight costs, and integrating the Services with your enterprise systems via our documented APIs.

4.2 Prohibited Uses

You agree not to use the Services to:

• Violate any applicable federal, state, local, or international law or regulation
• Transmit or upload harmful, unlawful, defamatory, obscene, or fraudulent content
• Attempt to gain unauthorized access to any portion of the Services or related systems
• Use automated means to access, scrape, or harvest data from the Services without our express written permission
• Reverse engineer, decompile, or disassemble the Services or attempt to derive source code
• Resell, sublicense, or otherwise transfer access to the Services to third parties without our written consent
• Use the Services to compete with RouteBrain or to develop a competing product
• Introduce viruses, malware, or other malicious code into the Services
• Interfere with or disrupt the integrity or performance of the Services or related infrastructure
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Use the Services in any manner that could impose an unreasonable or disproportionately large load on our infrastructure

5. Intellectual Property

5.1 RouteBrain Intellectual Property

The Services and all content, features, and functionality thereof — including but not limited to text, graphics, logos, icons, software, machine learning models, algorithms, trade secrets, and technical know-how — are owned by RouteBrain, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

These Terms do not convey to you any rights of ownership in or related to the Services. All rights not expressly granted herein are reserved by RouteBrain.

5.2 Limited License to Use Services

Subject to your compliance with these Terms and any applicable subscription agreement, RouteBrain grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription.

5.3 Your Content and Data

You retain all rights to the logistics data, business information, and other content you submit to the Services ("Your Data"). By submitting Your Data, you grant RouteBrain a limited license to use, process, and store Your Data solely as necessary to provide the Services to you and as described in our Privacy Policy and any applicable Data Processing Addendum. We do not claim ownership over Your Data.

5.4 Feedback

If you provide RouteBrain with suggestions, ideas, or feedback about the Services, you grant RouteBrain a perpetual, irrevocable, royalty-free license to use such feedback without restriction and without any obligation of confidentiality or compensation to you.

6. Third-Party Services and Links

The Services may contain links to third-party websites or integrate with third-party services. These third-party sites and services are not under our control, and we are not responsible for their content, privacy practices, or terms of service. We provide these links and integrations for your convenience only and do not endorse any linked site or service. Your use of third-party services is at your own risk and subject to those third parties' terms of service.

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ROUTEBRAIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ROUTEBRAIN DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE ROUTING RECOMMENDATIONS, RATE DATA, OR OTHER OUTPUTS OF THE SERVICES WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PARTICULAR LOGISTICS NEEDS.

ROUTE OPTIMIZATION RECOMMENDATIONS PROVIDED BY THE SERVICES ARE FOR INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR YOUR LOGISTICS DECISIONS AND OUTCOMES. ROUTEBRAIN IS NOT RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING FROM ROUTING OR CARRIER SELECTION DECISIONS MADE IN RELIANCE ON SERVICE OUTPUTS.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROUTEBRAIN, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ROUTEBRAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL ROUTEBRAIN'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO ROUTEBRAIN FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL.

9. Indemnification

You agree to defend, indemnify, and hold harmless RouteBrain and its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services; (c) Your Data; or (d) your violation of any third-party right, including any copyright, trademark, trade secret, patent, or privacy right.

10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

10.2 Jurisdiction

You irrevocably agree that any legal action or proceeding relating to these Terms shall be brought exclusively in the federal or state courts located in Cook County, Illinois. You hereby consent to the personal jurisdiction and venue of such courts.

10.3 Informal Dispute Resolution

Before filing a formal claim, you agree to attempt to resolve any dispute with RouteBrain informally by contacting us at legal@routebrainai.com with a description of the dispute. We will make good-faith efforts to resolve disputes informally within 30 days of receiving your notice.

11. Term and Termination

These Terms will remain in effect for as long as you use the Services. RouteBrain reserves the right to suspend or terminate your access to the Services at any time, with or without cause, with or without notice, if we determine that you have violated these Terms or for any other business reason. Upon termination, your right to use the Services will immediately cease. Sections that by their nature should survive termination (including intellectual property, disclaimer of warranties, limitation of liability, and governing law) will survive.

12. General Provisions

12.1 Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, and any applicable Master Service Agreement, constitute the entire agreement between you and RouteBrain regarding the Services and supersede all prior agreements and understandings.

12.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of the Terms continue in full force and effect.

12.3 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of these Terms must be in writing and signed by an authorized representative of RouteBrain.

12.4 Assignment

You may not assign or transfer these Terms or your rights or obligations hereunder without our prior written consent. RouteBrain may assign these Terms without restriction.

12.5 Contact

If you have questions about these Terms, please contact us: