BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING OUR SITE AND/OR TEN4 INTELLIGENCE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR OTHERWISE USE THE SITE OR ANY INFORMATION CONTAINED ON THE SITE.

This Agreement sets forth the terms for your use of the Services and is effective as of the date you accept or otherwise agree to the terms of this Agreement (“Effective Date”). This Agreement is between Ten4 Intelligence Inc., a Delaware corporation, including its affiliated entities (collectively, “Ten4 Intelligence”,”Ten4”, “We”, “we”, “Us”, “us”,”Our”, or “our”), and you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement (“you,” “your,” or “Customer”). Ten4 Intelligence operates the website located at https://ten4intelligence.com (the “Site”).

THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE THAT REQUIRES YOU TO SUBMIT CLAIMS AGAINST US TO BINDING AND FINAL ARBITRATION AND INCLUDES A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, AS SET FORTH IN SECTION 7. IN ADDITION, TEN4 INTELLIGENCE DISCLAIMS CERTAIN WARRANTIES REGARDING THE SITE AND SERVICES, AND THESE TERMS LIMIT OUR LIABILITY TO YOU.

Ten4 Intelligence reserves the right to modify this Agreement at any time for any reason. If we make changes, we will notify you by revising the date at the top of this Agreement and, in some cases, we may provide you with additional notice (such as adding a statement to our homepage or sending you an email notification). It is your responsibility to regularly visit and review this Agreement. If you do not agree to any updates or modifications to this Agreement, simply do not use or access the Site (or any part thereof).

YOUR CONTINUED USE OF THE WEBSITE OR THE SERVICES AFTER WE MAKE CHANGES IS DEEMED TO BE ACCEPTANCE OF THOSE CHANGES, SO PLEASE CHECK THE AGREEMENT PERIODICALLY FOR UPDATES. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU SHOULD NOT ACCESS OR OTHERWISE USE OUR WEBSITE OR SERVICES.

You must be at least eighteen (18) years of age to access the Site and use the Services provided by Ten4 Intelligence. By agreeing to this Agreement, you represent and warrant to Ten4 Intelligence: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or prohibited from accessing the Site; and (iii) that your registration and your use of the Site and the Services provided by Ten4 Intelligence is in compliance with any and all applicable laws and regulations. If you are accessing the Site or using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to this Agreement and you agree on behalf of such organization that it shall be bound by this Agreement.

Ten4 Intelligence reserves the right, in its sole discretion, to terminate and/or suspend your access to the Site or/and any Services or any portion thereof at any time, for any reason, without notice. Ten4 Intelligence also reserves the right to modify or discontinue any Services at any time (including by limiting or discontinuing certain features) without notice to you. We will have no liability whatsoever on account of any change to the Site or any suspension or termination of your access to or use of the Site. You may terminate this Agreement at any time by ceasing use of the Site and/or any Services provided by Ten4 Intelligence. Upon any termination of the Agreement, you must immediately cease all access to the Site and the use of any Services, and destroy all copies, full or partial, of the Application.

You will indemnify, defend, and hold harmless Ten4 Intelligence, its affiliated entities, and their respective officers, directors, employees, agents, contractors, representatives, successors, and assigns (collectively, the “Indemnified Parties”) from and against any third-party claims, damages, losses, liabilities, penalties, costs, or expenses, including reasonable attorneys’ and experts’ fees, arising out of or relating to: (i) your use or misuse of the Services; (ii) your breach of this Agreement; (iii) data, documents, materials, or other information submitted by or on behalf of you through the Services, including claims that such materials infringe or violate third-party rights; (iv) your violation of applicable law or regulation; (v) your negligence, fraud, or willful misconduct; or (vi) your transportation, brokerage, carrier, dispatch, employment, or other business operations or your relationships or transactions with customers, carriers, brokers, drivers, employees, contractors, vendors, or other third parties.

Ten4 Intelligence will provide reasonable notice of any claim subject to indemnification and reasonable cooperation in its defense. You may not settle any claim in a manner that admits wrongdoing by, imposes liability upon, or creates obligations for an Indemnified Party without Ten4 Intelligence’s prior written consent. Ten4 Intelligence may participate in the defense of any claim with counsel of its choosing and may assume control of the defense where reasonably necessary to protect its interests.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEN4 INTELLIGENCE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF TEN4 INTELLIGENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TEN4 INTELLIGENCE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM, WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO TEN4 INTELLIGENCE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID TEN4 INTELLIGENCE FOR THE SERVICES GIVING RISE TO THE CLAIM, TEN4 INTELLIGENCE’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

The limitations contained in this Section apply regardless of whether liability arises in contract, tort, negligence, strict liability, statute, or otherwise, and will apply to the maximum extent permitted by applicable law.

Ten4 Intelligence provides software and technology services designed to assist customers with transportation and business operations.

TEN4 INTELLIGENCE IS A SOFTWARE AND TECHNOLOGY PROVIDER. TEN4 INTELLIGENCE IS NOT A MOTOR CARRIER, FREIGHT BROKER, FREIGHT FORWARDER, SHIPPER, DRIVER, INSURANCE PROVIDER, OR OTHER TRANSPORTATION SERVICE PROVIDER SOLELY BY VIRTUE OF PROVIDING THE SERVICES. TEN4 INTELLIGENCE DOES NOT TAKE POSSESSION OR CONTROL OF FREIGHT AND DOES NOT ASSUME RESPONSIBILITY FOR THE TRANSPORTATION, LOADING, UNLOADING, HANDLING, CUSTODY, LOSS, DAMAGE, THEFT, DELAY, OR DELIVERY OF CARGO.

You remain solely responsible for your business operations and for complying with all applicable laws, regulations, licenses, registrations, permits, insurance requirements, operating authorities, safety requirements, and contractual obligations applicable to your business. You are responsible for determining whether carriers, brokers, drivers, contractors, vendors, customers, and other parties with whom you conduct business are appropriately qualified, licensed, insured, authorized, and suitable for your purposes.

Ten4 Intelligence does not guarantee the performance, conduct, creditworthiness, safety, compliance, identity, qualifications, or reliability of any carrier, broker, driver, customer, vendor, contractor, or other third party.

The Services may display, calculate, extract, generate, receive, transmit, or process information concerning loads, routes, mileage, locations, estimated arrival times, rates, documents, equipment, profitability, invoices, payroll, drivers, carriers, shipments, or other operational matters. Such information may be based on information supplied by you or third parties and may contain errors, delays, omissions, or inaccuracies. You are responsible for reviewing and verifying material information before relying upon it for business, financial, operational, regulatory, safety, contractual, or other significant decisions.

Certain Services may use artificial intelligence, machine learning, optical character recognition, automated data extraction, automated classification, or similar automated technologies. Automated outputs may be incomplete, inaccurate, or incorrect. Ten4 Intelligence does not warrant the accuracy or completeness of automated outputs, and you are responsible for reviewing and verifying material outputs before relying upon them.

The Services may integrate with or depend upon third-party products, websites, APIs, mapping or routing providers, tracking providers, accounting systems, payment processors, communications providers, data providers, or other third-party services (“Third-Party Services”). By enabling or using a Third-Party Service, you authorize Ten4 Intelligence to exchange information with that service as reasonably necessary to provide the requested functionality. Except to the extent caused by Ten4 Intelligence’s breach of this Agreement, Ten4 Intelligence is not responsible for the availability, accuracy, security, acts, omissions, modification, suspension, or termination of Third-Party Services.

Ten4 Intelligence maintains reasonable physical, technical, and administrative safeguards designed to protect information processed through the Services. However, no internet transmission, software system, or data storage system can be guaranteed to be completely secure.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY INFORMATION OR MATERIALS PROVIDED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TEN4 INTELLIGENCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT ALL DEFECTS WILL BE CORRECTED; THAT INFORMATION PROVIDED THROUGH THE SERVICES WILL ALWAYS BE ACCURATE, COMPLETE, OR CURRENT; THAT THE SERVICES WILL MEET EVERY CUSTOMER REQUIREMENT; OR THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE OR FUNCTION WITHOUT INTERRUPTION.

Governing Law. This Agreement and any dispute arising out of or relating to this Agreement or the Services will be governed by the laws of the State of Florida, United States of America, without regard to its conflict of laws principles. The Federal Arbitration Act will govern the interpretation and enforcement of the arbitration provisions below to the extent applicable.

Informal Dispute Resolution. Before commencing arbitration, you and Ten4 Intelligence agree to use good faith efforts to resolve any dispute informally. The party asserting a dispute will provide the other party with written notice describing the nature and basis of the dispute and the requested relief. The parties will have thirty (30) days following receipt of the notice to attempt to resolve the dispute. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief where reasonably necessary to prevent immediate and irreparable harm without first completing the informal dispute resolution process.

Binding Arbitration. Except for matters expressly excluded below, any controversy, dispute, or claim arising out of or relating to this Agreement, the Services, or the relationship between you and Ten4 Intelligence, including the formation, interpretation, breach, termination, enforceability, or validity of this Agreement, will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted before one arbitrator. Unless the parties agree otherwise, the legal seat of arbitration will be Miami-Dade County, Florida. Proceedings may be conducted remotely where permitted by the arbitrator. The arbitrator may award any individual remedy available under applicable law and consistent with this Agreement. Judgment on the arbitration award may be entered in any court having jurisdiction. Notwithstanding the arbitration requirement, either party may seek temporary, preliminary, or permanent injunctive or equitable relief from a court of competent jurisdiction relating to unauthorized access to or misuse of the Services, infringement or misuse of intellectual property, breach of confidentiality, or other circumstances where equitable relief is appropriate.

Venue. For any dispute that is not required to be arbitrated under this Agreement, you and Ten4 Intelligence agree that any judicial proceeding will be brought exclusively in the state courts located in Miami-Dade County, Florida, or the federal court having jurisdiction over Miami-Dade County, Florida. Each party consents to the personal jurisdiction and venue of such courts.

Attorney’s Fees. To the extent permitted by applicable law, the prevailing party in any judicial proceeding arising out of or relating to this Agreement will be entitled to recover its reasonable attorneys’ fees and costs. Attorneys’ fees and costs in arbitration will be determined in accordance with applicable law, this Agreement, and the applicable arbitration rules.

No Class Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TEN4 INTELLIGENCE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR PROCEEDING. Unless both parties agree otherwise in writing, an arbitrator may not consolidate the claims of more than one customer or preside over any form of class, collective, mass, consolidated, or representative proceeding.

Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY DISPUTE THAT PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND TEN4 INTELLIGENCE EACH KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND UNCONDITIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Ten4 Intelligence Services must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.

Customer Data. As between you and Ten4 Intelligence, you retain all right, title, and interest in information, documents, files, communications, records, and other data submitted to, stored in, transmitted through, or otherwise made available to the Services by or on your behalf (“Customer Data”). You grant Ten4 Intelligence and its service providers a non-exclusive right to host, copy, process, transmit, display, and otherwise use Customer Data as reasonably necessary to provide, operate, maintain, secure, support, and improve the Services, fulfill your requests, and comply with applicable law. You represent and warrant that you have all rights, permissions, and consents necessary to provide Customer Data to Ten4 Intelligence and permit its processing as contemplated by this Agreement. Ten4 Intelligence may generate and use aggregated or de-identified information derived from use of the Services for analytics, security, research, benchmarking, product development, and improvement of the Services, provided that such information does not reasonably identify you or an identifiable individual.

Intellectual Property. Ten4 Intelligence and its licensors retain all right, title, and interest in and to the Services, Site, software, technology, source and object code, interfaces, designs, documentation, trademarks, logos, databases, workflows, features, and other materials provided by Ten4 Intelligence, together with all improvements and modifications thereof. Except for the limited right to use the Services in accordance with this Agreement, no rights or licenses are granted to you by implication or otherwise. Nothing in this paragraph transfers ownership of Customer Data to Ten4 Intelligence. You may not copy, modify, sell, sublicense, distribute, reverse engineer, decompile, disassemble, circumvent security controls, or otherwise attempt to derive the source code of the Services except to the extent such restriction is prohibited by applicable law. You may not use the Services primarily for the purpose of developing or assisting in the development of a directly competing product or service.

Confidentiality. Each party may receive non-public information from the other that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure (“Confidential Information”). Each party will use reasonable care to protect the other party’s Confidential Information and will use such information only as necessary to perform or exercise its rights under this Agreement. Confidential Information does not include information that is publicly available through no breach of this Agreement, was lawfully known without confidentiality restrictions, is lawfully received from a third party without confidentiality obligations, or was independently developed without use of the other party’s Confidential Information. A party may disclose Confidential Information where required by applicable law or legal process.

Entire Agreement. This Agreement, together with the Ten4 Intelligence Privacy Policy and any applicable order form or other terms expressly incorporated by reference, constitutes the entire agreement between you and Ten4 Intelligence concerning the subject matter of this Agreement. If you and Ten4 Intelligence enter into a separate written agreement governing the Services, that agreement will control to the extent it expressly conflicts with this Agreement.

Assignment. You may not assign or transfer this Agreement or your rights or obligations under it without Ten4 Intelligence’s prior written consent. Ten4 Intelligence may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of the business or assets relating to the Services.

Force Majeure. Ten4 Intelligence will not be liable for any delay or failure to perform resulting from circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil unrest, governmental actions, labor disruptions, telecommunications or internet failures, utility failures, or widespread cloud or infrastructure outages. This provision does not excuse payment obligations already due.

Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law, and the remaining provisions will remain in full force and effect.

Waiver. If Ten4 Intelligence does not exercise or enforce any right or provision of this Agreement, that failure will not constitute a waiver of that right or provision. No waiver of any breach will constitute a waiver of any prior or subsequent breach.

Our referral program allows you to receive bonus credits toward your account balance. If you participate in the referral program you agree to the following conditions:

• You will only receive a referral bonus if the referred person/company becomes a paid member within 30 days of the invitation email sent (after 30 days you can invite the same person/company again to be eligible for the referral bonus)
• The referral bonus is not refundable; the credits can only be used for plan subscriptions within our platform.
• If your account has been terminated due to any reason, you will forgo the balance of your account.
• The maximum amount of bonus credit for a single account is $1,000

If you have questions about this Agreement please contact us at support@ten4intelligence.com.