Customer Terms

Last updated: November 1, 2026

These Owlery Customer Terms (these "Terms") are between Owlery Inc., a Delaware corporation ("Owlery"), and the customer named in an Order Form that references these Terms ("Customer").

How These Terms Work

Customer subscribes to the Product by signing an Order Form with Owlery. Each Order Form is part of these Terms, and together they make up the "Agreement." If an Order Form conflicts with these Terms, the Order Form controls.

Owlery's Terms of Service at owlery.ai/legal/terms-of-service apply to individual users of the Product. If they conflict with this Agreement, this Agreement controls. Terms in any Customer purchase order, vendor portal, or similar document don't apply, even if Owlery accepts or acknowledges it.

The person signing or accepting an Order Form for Customer confirms they have authority to bind Customer to this Agreement.

Definitions

• "Product" means the Owlery features identified in the applicable Order Form, including updates and any features Owlery makes generally available to subscribers at no additional charge. Features Owlery offers separately are part of the Product only if the parties agree in writing.
• "Documentation" means Owlery's then-current written user documentation for the Product.
• "Customer Data" means data Customer or its Users submit to the Product, and data Owlery generates for Customer in operating it.
• "Users" means Customer's employees and contractors, and any carriers or other business partners Customer authorizes to use the Product.
• "Confidential Information" means non-public information one party discloses to the other in connection with this Agreement that a reasonable person would understand to be confidential, including pricing, commercial terms, and product roadmaps.
• "Order Form" means an ordering document signed or accepted by Owlery and Customer that references these Terms, including any line items added under it.
• "Effective Date" means the effective date stated in the first Order Form.

Owlery Product License

Owlery grants the Customer a non-exclusive right to access and use its Product during the Term for Customer's internal business purposes. The Customer may not reverse engineer, modify, create derivatives, breach security, use it to develop competing products, or use it for any unauthorized purposes. Rights cannot be transferred without authorization.

Customer Responsibilities

Customer is responsible for its Users' compliance with this Agreement and the Terms of Service, and for all activity under its accounts. Customer will provide accurate information and has the rights needed to submit Customer Data to the Product.

Customer is responsible for its own compliance with laws that apply to its business and shipments, including transportation, customs, and hazardous materials requirements. Customer will promptly notify Owlery of any unauthorized access to its accounts that it learns of.

Fees and Payment Terms

Customer will pay Owlery the fees set forth in each Order Form. Fees are payable as stated in the Order Form. Except as expressly set forth in this Agreement, all fees are non-refundable and due in full, even if services are partially used. All fees are exclusive of taxes; Customer is responsible for any sales, use, or similar taxes, excluding taxes on Owlery's income.

If Customer disputes an invoiced amount in good faith, Customer will notify Owlery in writing before the due date and pay the undisputed portion when due. Undisputed amounts more than 15 days past due accrue interest at 1.0% per month or the maximum permitted by law, whichever is less.

Services may be suspended if undisputed payment is past due by 15 days, after written notice to Customer. Suspension doesn't relieve Customer of its obligation to pay.

Professional Services

Customer may request professional services, such as custom implementation, integration, or development (“Professional Services”), under a statement of work or Order Form signed by both parties (a “Statement of Work”). Each Statement of Work is governed by this Agreement. Owlery will bill for Professional Services only as described in a Statement of Work or as Customer approves in writing before the work begins. Unless the Statement of Work says otherwise, Professional Services are billed at a rate of $200 per hour, invoiced monthly in arrears, and payable within 30 days.

Owlery owns all deliverables and other work product from Professional Services, and they are licensed to Customer as part of the Product. Customer Data and Customer’s Confidential Information included in any deliverable remain Customer’s. Owlery will perform Professional Services in a professional and workmanlike manner. If it doesn’t, and Customer notifies Owlery within 30 days after the services are performed, Owlery will re-perform them or, if it can’t, refund the fees paid for the non-conforming services. These are Customer’s only remedies for breach of this warranty.

Term and Termination

The Agreement starts on the Effective Date.

The subscription term begins on the Subscription Start Date stated in the Order Form and runs for the initial term stated in the Order Form (the "Initial Term"). It then renews automatically for the renewal periods stated in the Order Form (each, with the Initial Term, a "Term") unless either party gives written notice of non-renewal at least the number of days stated in the Order Form before the end of the then-current Term.

Either party may terminate this Agreement if the other materially breaches it and doesn't fix the breach within 30 days after written notice. Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, or stops doing business. Otherwise, this Agreement continues until the last Order Form expires or is terminated.

Unless an Order Form says otherwise, each Order Form after the first co-terminates with the then-current Term. Its subscription begins on its effective date, fees for the partial Term are prorated, and it renews together with the rest of the Agreement.

Effect of Termination

When this Agreement or an Order Form ends, Customer's access to the affected Product ends and Customer will pay all fees accrued through the end date. If Owlery terminates for Customer's uncured material breach, fees for the rest of the then-current Term become due. If Customer terminates for Owlery's uncured material breach, Owlery will refund prepaid fees for the remaining period. On request within 30 days after termination, Owlery will make Customer Data available for export, and will then delete it within a commercially reasonable time, except as provided for in this agreement, for backups deleted in the ordinary course, and data Owlery must keep by law.

Owlery Performance Warranty and Data Security

Performance warranty. Owlery warrants that the Product will perform materially as described in the then-current Documentation, and that Owlery won’t materially reduce the Product’s core functionality during a Term. If Owlery doesn’t correct a material non-conformity within 30 days after Customer’s written notice, Customer may terminate the affected Order Form and receive a refund of prepaid fees for the non-conforming period and for any period after termination. These are Customer’s only remedies for breach of this performance warranty.

Data security. Owlery will maintain an information security program with administrative, physical, and technical safeguards consistent with industry standards and designed to protect Customer Data.

Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCT IS PROVIDED "AS IS," AND OWLERY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OWLERY DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. OWLERY IS NOT RESPONSIBLE FOR THE PERFORMANCE, AVAILABILITY, OR ACTS OR OMISSIONS OF ANY THIRD-PARTY SERVICE, CARRIER, OR INTEGRATION ACCESSED THROUGH OR CONNECTED TO THE PRODUCT. OWLERY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OUTPUT, RECOMMENDATION, OR RESULT GENERATED BY THE PRODUCT'S ARTIFICIAL INTELLIGENCE FEATURES, AND CUSTOMER IS RESPONSIBLE FOR REVIEWING SUCH OUTPUT BEFORE RELYING ON IT.

Transportation Services

Owlery is a software provider. Owlery is not a carrier, freight broker, freight forwarder, or shipper, and is not a party to any transportation, brokerage, or other arrangement between Customer and its carriers, customers, or other parties. Customer makes all shipping, carrier, and pricing decisions, including those made through automated actions Customer configures. Owlery is not responsible for loss, damage, or delay to any shipment, or for payments between Customer and third parties.

Confidentiality Obligations

Each party will protect the other's Confidential Information, use it only for this Agreement, and disclose it only to employees, representatives, and advisors under similar obligations, or to potential lenders, investors, or acquirers under confidentiality obligations. Either party may disclose if required by law, with advance notice where permitted so the other can contest.

These obligations don't apply to information that is or becomes public without the receiving party's fault, was already known without a confidentiality obligation, was independently developed, or was rightfully received from a third party free to share it.Customer Data is Customer’s Confidential Information, subject to Owlery’s rights under “Ownership, Data Use, and Product Improvements.” These obligations last three years after this Agreement ends, except that they continue for trade secrets as long as they remain trade secrets, and for Customer Data as long as Owlery or its service providers hold it.

Ownership, Data Use, and Product Improvements

Owlery owns all rights to its products, including improvements, and its Confidential Information. Customer retains ownership of its Customer Data and Confidential Information. Customer may provide feedback without obligation, and Owlery may use feedback for any purpose. Owlery may use Customer Data to provide, support, secure, and improve the Product. Owlery may also create and use aggregated or de-identified data derived from Customer Data, during and after the Term, provided it doesn’t identify Customer, its personnel, customers, or carriers, and doesn’t reveal Customer’s individual rates, lanes, or shipments. Any data derived from Customer Data that Owlery makes available to anyone other than Customer, such as benchmarks, market insights, or reports, will combine data from multiple customers. Owlery won’t sell Customer Data, and won’t allow third-party AI model providers to train their models on it.

Data Protection

To the extent Customer Data includes personal information, Owlery will process it only to provide and improve the Product under this Agreement and as Customer instructs, and won't sell or share it as those terms are defined under applicable privacy laws. Owlery acts as Customer's service provider under the California Consumer Privacy Act and similar laws. Owlery will notify Customer within 72 hours after confirming a security breach affecting Customer Data, and will reasonably cooperate with Customer's response. Owlery will reasonably assist Customer in responding to individuals' requests about their personal information.

Insurance

During the Term and for one year after, Owlery will maintain Worker's Compensation at statutory limits and at least $1,000,000 per occurrence/incident in Comprehensive General Liability, Data Breach, and Errors and Omissions coverage. Insurance coverage does not expand either party's liability beyond the limits in this Agreement.

Indemnification

Owlery will defend Customer against any third-party claim that the Product infringes a U.S. patent, copyright, trademark, or trade secret, and will pay any damages finally awarded or settlement Owlery approves. Claims resulting from modifications or configurations Customer makes or specifies, or misuse, are excluded. Owlery's obligations apply only if Customer promptly notifies Owlery of the claim, gives Owlery sole control of the defense and settlement, and reasonably cooperates at Owlery's expense. Customer may not settle any such claim without Owlery's written consent. If a claim is made or Owlery believes one is likely, Owlery may modify the Product so it is non-infringing, obtain the rights for Customer to keep using it, or, if neither is commercially reasonable, terminate the affected Order Form and refund prepaid fees for the unused period. This section states Owlery's entire liability and Customer's only remedy for infringement claims.

Customer will defend Owlery against any third-party claim arising from (a) Customer Data or Customer’s right to submit it to the Product, (b) use of the Product by Customer or its Users in violation of this Agreement, or modifications or configurations Customer makes or specifies, or (c) Customer’s shipments or its dealings with carriers, customers, or other third parties. Customer will pay any damages finally awarded or settlement Customer approves. Customer’s obligations apply only if Owlery promptly notifies Customer of the claim, gives Customer sole control of the defense and settlement, and reasonably cooperates at Customer’s expense. Customer may not settle a claim in a way that imposes obligations on Owlery or admits fault on Owlery’s behalf without Owlery’s written consent.

Limitation of Liability

Excluded damages. Neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or business interruption, even if advised of the possibility. This exclusion doesn’t apply to (a) amounts payable to a third party under a party’s indemnification obligations, (b) breach of “Confidentiality Obligations,” or (c) Customer’s breach of the “Owlery Product License.”

Liability caps. Each party’s total liability under this Agreement is limited as follows:
(a) General cap: the amount paid by Customer under this Agreement in the 12 months before the event giving rise to the claim (the “General Cap”).
(b) For claims arising from breach of the data security commitment in “Owlery Performance Warranty and Data Security,” “Data Protection,” or “Confidentiality Obligations”: two times the General Cap.
(c) For a party’s indemnification obligations: three times the General Cap.
These caps are not cumulative. Amounts paid under any cap count toward each higher cap, and neither party’s total liability under this Agreement will exceed three times the General Cap.

Not capped. These caps don’t apply to Customer’s obligation to pay fees owed under this Agreement, including fees for the remainder of a Term, or to Customer’s breach of the “Owlery Product License.”

Changes to These Terms

Owlery may update these Terms by posting a new version at owlery.ai/legal/customer-terms and will keep prior versions available. Each Order Form is governed by the version of these Terms in effect on its effective date until an updated version applies under this section. An updated version applies to Customer starting with the first renewal Term for which Owlery notified Customer of the update at least 30 days before the last day Customer could give notice of non-renewal.

Miscellaneous

• This Agreement may not be assigned by either party without written consent from the other, except in the case of a merger or sale of substantially all assets. Neither party may assign to a direct competitor of the other without the other's consent, which won't be unreasonably withheld.
• This Agreement does not create an employment, partnership, or agency relationship, and neither party may act on behalf of the other.
• Agreement changes and waivers are valid only when in writing and signed by both parties, except as described in "Changes to These Terms" and for adding line items as described in an Order Form.
• If any provision of this Agreement is found invalid or unenforceable, it will be modified to the closest intent of the original term, while the rest of the Agreement remains effective.
• This Agreement is governed by California law, without regard to its conflict-of-laws rules, and is the complete agreement between the parties, superseding prior communications. Any dispute will be brought exclusively in the state or federal courts located in Santa Clara County, California.
• Owlery may use Customer's name and logo in its marketing materials and website. Other uses, like press releases or case studies, need Customer's written approval, except as agreed in an Order Form.
• Neither party is liable for delays or failures in performance caused by acts beyond reasonable control, including natural disasters, government actions, labor disputes, and cyber attacks. This does not excuse either party's obligation to pay amounts owed.
• Email satisfies any requirement that notice, consent, or agreement be "in writing" or "written." Notice goes to the email addresses in the Order Form and is effective on the date sent. Either party may change its notice contacts by giving notice.
• These sections survive termination or expiration: Fees and Payment Terms, for amounts accrued before termination; Professional Services, as to ownership of deliverables; Effect of Termination; the disclaimer in Owlery Performance Warranty and Data Security; Transportation Services; Confidentiality Obligations; Ownership, Data Use, and Product Improvements; Data Protection, for as long as Owlery holds Customer Data; Indemnification; Limitation of Liability; and Miscellaneous, along with anything else that by its nature is meant to survive.
• In this Agreement, "including" means "including, but not limited to".