Platform Terms of Service

These Platform Terms of Service (the “Terms”) govern Customer's access to and use of the Indemni platform and related services. These Terms are incorporated by reference into the Order Form executed between Indemni Technologies, Inc. (“Indemni”) and the Customer identified on the Order Form. The Order Form, these Terms, and the Privacy Policy, together, form the Customer Agreement (the “Agreement”) between the parties. By executing an Order Form, or by accessing or using the Platform, Customer agrees to the Agreement.

1. Definitions

“Agreement” or “Customer Agreement” means the Order Form, these Terms, and the Privacy Policy, together, as described in the introductory paragraph.

“Authorized User” an employee, contractor, or agent of Customer whom Customer authorizes to access and use the Platform under Customer's account.

“Customer” the entity identified on the Order Form.

“Customer Data” data and information Customer or its Authorized Users submit to the Platform, or that is generated through Customer's use of the Platform, including shipment, driver, equipment, verification, image, location, and delivery data. Customer Data includes any Personal Data it contains.

“Documentation” the user guides, help materials, and other descriptions of the Platform's features and functionality that Indemni makes available from time to time, if any.

“Data Protection Laws” all data privacy and data protection laws and regulations applicable to the processing of Personal Data under the Agreement, including the California Consumer Privacy Act (as amended) and, where applicable, state biometric privacy laws.

“Order Form” the ordering document executed by the parties that references these Terms and sets out the Services ordered and the applicable fees.

“Personal Data” information that identifies or is reasonably capable of identifying a natural person, including “personal information” and “personal data” as defined under applicable Data Protection Laws. Personal Data includes biometric information where present.

“Platform” Indemni's software-as-a-service platform and related tools for over-the-road freight risk management, which may include driver verification (including solo and team drivers), shipment verification (including truck, plate, VIN, and cargo-condition checks), rate confirmation secure release, shipment tracking, carrier lookup, delivery-evidence capture (including proof of delivery and seal and cargo photos), and integrations with transportation management systems, together with related features Indemni makes available. The specific services ordered by a Customer are identified on the Order Form, and platform capabilities may vary by plan.

“Services” the Platform and all related features, software, and support Indemni provides under the Agreement.

2. Access and License to the Platform

Subject to the Agreement and Customer's payment of the applicable fees, Indemni grants Customer a non-exclusive, non-transferable, non-sublicensable right during the term of the Agreement to access and use the Platform, through its Authorized Users, for Customer's internal business purposes and for its intended purpose and in accordance with the Agreement. Indemni reserves all rights not expressly granted.

Use Restrictions

Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, except to the extent this restriction is prohibited by law; (c) rent, lease, resell, sublicense, or make the Platform available to any third party other than Authorized Users; (d) use the Platform to build or benchmark a competing product or service; (e) remove, obscure, or alter any proprietary notices; (f) scrape, harvest, or extract data from the Platform other than Customer Data through features Indemni provides; (g) introduce any malicious code or interfere with or disrupt the integrity or performance of the Platform; or (h) use the Platform in violation of applicable law or for any purpose other than its intended business use.

3. Accounts, Authorized Users, and Security

Customer is responsible for its Authorized Users' access to and use of the Platform and for their compliance with the Agreement. Customer will ensure that each Authorized User maintains unique credentials, keeps those credentials confidential, and does not share or reuse them. Customer is responsible for all activity occurring under its account and its Authorized Users' credentials. Customer will take reasonable measures to protect the devices and systems used to access the Platform, will promptly disable access and notify Indemni if it knows or suspects any unauthorized access or use, and will cooperate with Indemni to address any such event.

Customer represents that the information it provides to Indemni is current, accurate, and complete, that the individual accepting the Agreement is authorized to bind Customer, and that Customer has obtained all consents and provided all notices necessary for Indemni to process the Personal Data that Customer or its Authorized Users submit, as further described in Section 5.

4. Fees and Payment

Customer will pay the fees set out on the Order Form. Fees are billed monthly in arrears based on usage, together with any applicable monthly minimum, and are due within 30 days of the invoice date.

Fees are non-refundable except as expressly stated in the Agreement. Indemni may suspend access to the Platform for undisputed fees that remain unpaid 10 days after written notice. Fees are exclusive of taxes, and Customer is responsible for all taxes other than taxes on Indemni's net income. Indemni may change fees on prior written notice as provided on the Order Form or these Terms.

5. Customer Data, Data Rights, and Privacy

Ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data.

License to Indemni

Customer grants Indemni a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data as necessary to provide, maintain, and secure the Platform, to prevent or address technical or security issues, to carry out the verification, tracking, risk, and insurance-related workflows Customer requests, and to fulfill Indemni's legal and regulatory obligations.

Aggregated Data

Indemni may create and use data that is de-identified or aggregated so that it does not identify Customer or any individual (“Aggregated Data”) to operate, maintain, secure, and support the Platform, and Indemni owns such Aggregated Data. Indemni does not use Customer Data to train artificial intelligence or machine learning models.

Personal Data and Biometric Information

Each party will comply with Data Protection Laws applicable to its processing of Personal Data under the Agreement. Where Customer Data includes biometric information, which is a category of Personal Data subject to specific legal requirements, Indemni will handle it in accordance with applicable Data Protection Laws, and Customer is responsible for providing all required notices to, and obtaining all required consents from, the individuals whose Personal Data Customer or its Authorized Users submit. Indemni's processing of Personal Data is further described in the Privacy Policy.

Security and Retention

Indemni will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure. Indemni will retain Personal Data only as long as reasonably necessary to provide the Services or as required by law, and will handle the retention and destruction of any biometric information in accordance with applicable Data Protection Laws.

6. Intellectual Property and Feedback

Indemni and its licensors own all right, title, and interest in and to the Platform, the Documentation, and all software, technology, and materials used to provide the Services, including all intellectual property rights therein and all modifications, enhancements, and derivative works. Customer's rights are limited to the access and use rights expressly granted in these Terms. If Customer or any Authorized User provides suggestions, ideas, or other feedback regarding the Services, Indemni may use that feedback without restriction or obligation, and all intellectual property rights in the feedback are owned by Indemni.

7. Confidentiality

Each party (as “Receiving Party”) will protect the other party's (as “Disclosing Party”) Confidential Information with at least reasonable care, will use it only to exercise its rights and perform its obligations under the Agreement, and will disclose it only to its personnel and advisors who need it and are bound by confidentiality obligations at least as protective. “Confidential Information” means non-public information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances and includes the terms of the Agreement. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was known to the Receiving Party without obligation before disclosure, is rightfully received from a third party without obligation, or is independently developed without use of the Disclosing Party's Confidential Information. A party may disclose Confidential Information to the extent required by law or legal process, provided it gives reasonable advance notice where legally permitted.

8. Acceptable Use and Suspension

Customer and its Authorized Users will use the Platform only for lawful business purposes. Customer will not use the Platform to: (a) violate any applicable law or regulation; (b) infringe or misappropriate any third party's intellectual property or other rights; (c) submit or transmit unlawful, fraudulent, infringing, or malicious content; (d) misuse driver, carrier, or other individuals' identity or Personal Data, or use such data other than for the legitimate freight, verification, and risk-management purposes the Platform supports; (e) attempt to gain unauthorized access to the Platform or to other users' data; or (f) use the Platform in a manner that could damage, disable, or impair it or interfere with any other party's use. Indemni may suspend or limit access to the Platform, in whole or in part, where it reasonably determines that Customer or an Authorized User has violated this Section or created a security or legal risk, and will restore access once the issue is resolved.

9. Warranties and Disclaimer

Each party represents and warrants that it has the authority to enter into the Agreement. Indemni warrants that the Platform will perform materially in accordance with its features and functionality as made available by Indemni during the term; Customer's exclusive remedy, and Indemni's sole obligation, for breach of this warranty is Indemni's commercially reasonable efforts to correct the non-conformity. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND INDEMNI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INDEMNI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

Verification and Risk Results

THE PLATFORM PROVIDES IDENTITY VERIFICATION, CARRIER, AND RISK INFORMATION TO SUPPORT CUSTOMER'S OWN DECISIONS. VERIFICATION AND RISK RESULTS ARE INFORMATIONAL, DEPEND ON DATA FROM CUSTOMER, DRIVERS, CARRIERS, AND THIRD-PARTY SOURCES, AND MAY BE INCOMPLETE OR INACCURATE. INDEMNI DOES NOT GUARANTEE THAT ANY CARRIER, DRIVER, OR SHIPMENT IS LEGITIMATE, THAT A VERIFICATION IS CORRECT, OR THAT FRAUD, THEFT, OR LOSS WILL BE PREVENTED OR DETECTED. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS CARRIER-VETTING, BOOKING, LOSS-PREVENTION, AND OTHER BUSINESS DECISIONS, AND FOR ANY ACTION IT TAKES OR DECLINES TO TAKE BASED ON THE PLATFORM.

10. Limitation of Liability

EXCEPT FOR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, CUSTOMER'S PAYMENT OBLIGATIONS, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR THE MATTERS EXCLUDED IN THE PRECEDING SENTENCE, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO INDEMNI IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. Indemnification

Indemni will defend Customer against any third-party claim that the Platform, as provided by Indemni and used in accordance with the Agreement, infringes that third party's United States intellectual property rights, and will indemnify Customer for amounts finally awarded or agreed in settlement. Customer will defend Indemni against any third-party claim arising from Customer Data, from Customer's or an Authorized User's use of the Platform in violation of the Agreement or applicable law, or from Customer's failure to obtain any required consents or provide any required notices for Personal Data it submits, and will indemnify Indemni for amounts finally awarded or agreed in settlement. Each party's obligation is conditioned on the indemnified party giving prompt notice, allowing the indemnifying party to control the defense, and providing reasonable cooperation.

12. Insurance-Linked Subscriptions

This Section applies only to a Customer that obtains, or seeks to obtain, insurance coverage placed through Indemni Insurance Agency, LLC or its affiliates (the “Agency”). For such a Customer, an active subscription to the Platform is a separate product from insurance and is a condition to obtaining and maintaining that coverage, as acknowledged on the Order Form. The Platform subscription fee is separate from insurance premium and is billed by Indemni; insurance premium is charged separately by the Agency.

The subscription and the insurance coverage are governed by their own separate terms. This Agreement governs the subscription; the applicable policy and applicable law govern the coverage. If Customer's subscription is cancelled, lapses, or terminates while coverage is in force, that event may give the insurer grounds to cancel or non-renew the coverage; any such cancellation or non-renewal occurs only in accordance with the terms of the applicable policy and applicable insurance law, and not automatically upon the subscription event. Cancellation of the subscription does not by itself cancel any insurance policy, and nothing in this Agreement constitutes insurance, an insurance policy, or an offer of insurance, or modifies any policy. Insurance is offered and placed by the Agency as a licensed producer, and coverage is governed solely by the applicable policy. This Section is intended to work together with the quote, invoice, and policy documents Customer receives in connection with coverage.

13. Term and Termination

These Terms apply for the term stated on the Order Form and any renewal. Either party may terminate the Agreement for the other party's material breach that remains uncured thirty days after written notice. On termination, Customer's access to the Platform ends, Customer will pay all fees accrued through the effective date of termination, and each party will, on request, return or destroy the other's Confidential Information. On request made within thirty days after termination, Indemni will make Customer Data available for export in a commercially reasonable format, after which Indemni may delete it in the ordinary course. The following survive termination: accrued payment obligations, and the sections on Customer Data ownership, intellectual property, confidentiality, warranty disclaimers, limitation of liability, indemnification, and general provisions.

14. General

Electronic Signatures and Communications

Customer agrees that executing an Order Form or accepting the Agreement electronically has the same legal effect as a physical signature, and consents to receive notices and account communications electronically. The Agreement may be executed in counterparts.

Monitoring

Indemni may monitor and record use of the Platform for security, quality assurance, and other legitimate business purposes, consistent with the Privacy Policy.

Publicity

Neither party will use the other's name, marks, or logos in publicity without prior written consent, except that Indemni may identify Customer as a customer in a list of customers, which consent Customer may withdraw on written notice.

Legal Process

Indemni may disclose Customer Data or Confidential Information where it reasonably believes disclosure is required to comply with law or legal process, to enforce the Agreement, or to protect the rights, property, or safety of Indemni, its customers, or the public, and will give notice where legally permitted.

Governing Law; Miscellaneous

The Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles. Neither party may assign the Agreement without the other's prior written consent, except to a successor in connection with a merger or sale of substantially all assets. The Agreement is the entire agreement between the parties regarding the Platform and supersedes all prior understandings on that subject. If the parties execute a later Order Form, that Order Form supersedes and replaces any prior Order Form between them, and the Agreement continues under the later Order Form, which begins a new term as stated in it. A customer that holds platform access only may obtain insurance by executing the insurance version of the Order Form, which supersedes the prior Order Form on this basis and under which the Terms continue to apply unchanged. No waiver is effective unless in writing. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. Neither party is liable for delays or failures caused by events beyond its reasonable control. Indemni may amend these Terms on reasonable notice; material changes that reduce Customer's rights or increase its obligations take effect on at least thirty days' notice, and Customer's continued use after they take effect constitutes acceptance. Notices must be in writing and sent to the addresses on the Order Form.