Terms of Service

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and NeuralFreight LLC ("NeuralFreight," "we," "us," or "our") governing your access to and use of the NeuralFreight AI agent platform, including all software, services, and features made available through our platform (collectively, the "Services").

By clicking 'I Agree,' signing a Service Agreement, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

2. DESCRIPTION OF SERVICES

NeuralFreight provides an AI-powered agent platform designed to assist freight brokers with:

• Freight matching and load board management
• Dispatcher communication and workflow automation
• Data analysis and reporting
• Carrier outreach and relationship management
• Other freight brokerage support functions as described in your Service Agreement

Services are delivered primarily through Telegram-based AI agents. The specific features and capabilities available to you depend on your chosen service plan as outlined in your Service Agreement.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into a binding contract. The Services are intended for licensed freight brokers and freight brokerage businesses operating in compliance with applicable laws, including FMCSA regulations.

3.2 Account Responsibility

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately at support@neuralfreight.ai if you suspect unauthorized access to your account.

4. SERVICE FEES AND PAYMENT

4.1 Setup Fee

A one-time setup fee is due prior to activation of your account. This fee covers onboarding, configuration of your AI agents, and initial training specific to your brokerage operations. The setup fee is non-refundable once onboarding has commenced.

4.2 Monthly Subscription

Ongoing access to the Services requires payment of a monthly subscription fee as specified in your Service Agreement. Monthly fees are billed in advance on the same date each month.

4.3 Late Payments

Invoices unpaid after 10 days of the due date may result in suspension of Services. Invoices unpaid after 30 days may result in termination of your account. NeuralFreight reserves the right to charge a late fee of 1.5% per month on outstanding balances.

4.4 Price Changes

NeuralFreight reserves the right to modify subscription pricing with 30 days' written notice. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.

5. ACCEPTABLE USE POLICY

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Use the Services in violation of any applicable federal, state, or local laws or regulations, including FMCSA rules and regulations
• Submit false, misleading, or fraudulent freight information through the platform
• Attempt to reverse engineer, decompile, or extract the source code of any NeuralFreight software
• Resell, sublicense, or otherwise transfer access to the Services to third parties without our written consent
• Use the Services to transmit spam, harassment, or any content that infringes on third-party rights
• Attempt to circumvent any security or access controls of the platform
• Use the Services in any way that could damage, disable, or impair our infrastructure

6. AI AGENT LIMITATIONS AND DISCLAIMERS

IMPORTANT: The NeuralFreight platform utilizes artificial intelligence technology. You acknowledge and agree to the following:

6.1 No Guarantee of Accuracy

AI agents may produce errors, incorrect information, or suboptimal recommendations. You are solely responsible for reviewing, verifying, and approving any actions taken based on AI agent outputs before executing freight transactions.

6.2 Human Oversight Required

NeuralFreight's AI agents are tools to assist — not replace — human judgment. You must maintain qualified personnel to review agent outputs and make final business decisions. NeuralFreight is not responsible for losses resulting from reliance on AI agent outputs without appropriate human oversight.

6.3 Third-Party Integrations

The platform may integrate with third-party services (load boards, carrier databases, etc.). NeuralFreight does not control and is not responsible for the accuracy, availability, or actions of third-party services.

7. UPTIME AND SERVICE AVAILABILITY

NeuralFreight targets a service uptime of 99.5% measured on a monthly basis, excluding scheduled maintenance windows. We will provide at least 24 hours' notice for planned maintenance. NeuralFreight is not liable for downtime caused by third-party services, internet outages, force majeure events, or factors outside our reasonable control.

8. INTELLECTUAL PROPERTY

8.1 NeuralFreight IP

All software, algorithms, workflows, agent architectures, documentation, and other materials comprising the Services are the exclusive property of NeuralFreight LLC. These Terms do not grant you any ownership rights in the Services.

8.2 Your Data

You retain all rights to the business data, freight records, and customer information you submit to the platform. By using the Services, you grant NeuralFreight a limited license to process your data solely for the purpose of providing the Services to you.

8.3 Feedback

Any feedback, suggestions, or ideas you provide regarding the Services may be used by NeuralFreight without restriction or compensation to you.

9. CONFIDENTIALITY

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with these Terms. NeuralFreight will not disclose your business data to third parties except as necessary to provide the Services, comply with legal obligations, or as permitted by our Privacy Policy.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEURALFREIGHT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• NEURALFREIGHT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NEURALFREIGHT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless NeuralFreight LLC, its members, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) any freight transactions you conduct using the platform.

12. TERMINATION

12.1 Termination by Customer

You may terminate your subscription by providing 30 days' written notice to support@neuralfreight.ai No refunds will be issued for prepaid monthly fees upon early termination.

12.2 Termination by NeuralFreight

NeuralFreight may suspend or terminate your access to the Services immediately upon written notice if you: (a) violate any provision of these Terms; (b) fail to pay amounts due; or (c) engage in fraudulent or illegal activity using the Services.

12.3 Effect of Termination

Upon termination, your right to access the Services ceases immediately. You remain responsible for all fees incurred prior to termination.

13. DISPUTE RESOLUTION

13.1 Governing Law

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict of law provisions.

13.2 Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in North Carolina. The arbitrator's decision shall be final and binding.

13.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13.4 Small Claims

Notwithstanding the above, either party may bring an individual action in small claims court.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with your Service Agreement and Privacy Policy, constitute the entire agreement between you and NeuralFreight regarding the Services.

14.2 Modifications

NeuralFreight reserves the right to modify these Terms at any time. We will provide notice of material changes via email or through the platform. Continued use after the effective date of changes constitutes acceptance.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

14.4 Waiver

Failure by NeuralFreight to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision in the future.

14.5 Contact

For questions about these Terms, contact us at: support@neuralfreight.ai or neuralfreight.ai