FreightFTE Platform Terms and Conditions

Business customer and authorized user terms

Effective date

1 May 2026

Last updated

September 2026

Important. These Terms govern access to and use of FreightFTE's business-to-business platform and services. They are intended to operate as an online agreement where no separately signed master services agreement applies. They do not replace negotiated terms that FreightFTE and a customer have signed.

1Acceptance and authority

1.1 Acceptance. By clicking an acceptance button, creating or activating an account, or accessing or using the Services, the Customer and the individual user agree to these Terms. If an individual accepts these Terms for an organization, that individual represents that they have authority to bind that organization. If the individual lacks that authority, they must not accept these Terms on the organization's behalf or use the Services.

1.2 Customer and Authorized Users. The organization that purchases, receives, or controls access to the Services is the Customer. Individuals whom the Customer permits to use the Services are Authorized Users. The Customer is responsible for its Authorized Users and for activity under its accounts.

1.3 Business use only. The Services are offered for business and professional use and are not intended for personal, household, or consumer use.

1.4 Electronic records. The Customer agrees that electronic acceptance, account records, and electronic notices may be used to evidence acceptance and use of the Services, to the extent permitted by Applicable Law.

2Agreement documents and priority

2.1 Agreement documents. These Terms apply together with any applicable Order Form, Statement of Work, Data Processing Addendum, written proposal expressly incorporated into an order, and other document signed by the Parties (together, the Agreement).

2.2 Priority. If documents conflict, the following order applies: (a) the Data Processing Addendum, solely for Personal Data processing; (b) the applicable Order Form, solely for commercial terms; (c) the applicable Statement of Work, solely for the Services described there; (d) any separately signed master services agreement; (e) these Terms; and (f) documentation and policies. A signed document may expressly state a different order. Terms in a Customer purchase order or similar document do not apply unless FreightFTE expressly signs them.

2.3 No signed MSA. If the Parties have not signed a master services agreement, these Terms form the master terms governing all Services ordered or used by the Customer.

3Definitions

4Services and access rights

4.1 Provision. FreightFTE will provide the Services described in the applicable Order Form or Statement of Work during the applicable term, subject to the Agreement.

4.2 Limited right. Subject to compliance with the Agreement and payment of fees, FreightFTE grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the Services for the Customer's internal business purposes. FreightFTE reserves all rights not expressly granted.

4.3 Changes. FreightFTE may update, replace, improve, suspend, or discontinue features, models, prompts, tools, or technical architecture from time to time.

4.4 Third-Party Services. The Services may depend on Third-Party Services and Customer systems. Unless an applicable Statement of Work states otherwise, FreightFTE is not responsible for failures, changes, or unavailability of Third-Party Services, Customer systems, or internet connectivity.

4.5 Beta and pilot features. Alpha, beta, pilot, preview, evaluation, proof-of-concept, and experimental features are provided as is, may change or end at any time, and must not be used for Critical Actions or customer-facing production workflows unless FreightFTE expressly approves that use in writing.

5AI agents autonomy and human oversight

5.1 Technology service only. FreightFTE provides software and technology services. It does not act as a freight forwarder, customs broker, carrier, transportation provider, legal adviser, tax adviser, compliance adviser, fiduciary, or other licensed or regulated intermediary merely by providing the Services. Descriptions such as AI employee or digital worker are commercial descriptions only.

5.2 No binding authority. An AI Agent has no authority to bind FreightFTE or the Customer, accept legal terms, alter prices, approve discounts, issue refunds, waive rights, send legal notices, make regulated decisions, or make representations unless the applicable Statement of Work expressly authorizes the specific Action and required approvals are satisfied.

5.3 Customer responsibility. Actions taken through the Services are taken on the Customer's behalf and under the Customer's direction. The Customer remains responsible for its pricing, offers, filings, declarations, communications, shipment instructions, transportation arrangements, regulatory compliance, commercial commitments, and operational decisions.

5.4 Human oversight. The Customer must supervise use of the Services, review Outputs, configure and maintain approval rules, monitor activity, and ensure use stays within approved guardrails. Critical Actions require human approval unless a Statement of Work separately authorizes a defined automated process and its thresholds.

5.5 AI limitations. AI-generated Outputs may be inaccurate, incomplete, outdated, biased, duplicative, offensive, non-unique, or unsuitable. The Customer must validate Outputs and Actions before relying on them. FreightFTE does not warrant any business, operational, customs, regulatory, transportation, trade-compliance, margin, revenue, pricing, or customer-acceptance result unless a Statement of Work states a specific measurable commitment.

5.6 Prohibited high-risk uses. The Customer must not use the Services for employment, credit, lending, insurance, healthcare, legal advice, biometric identification, children's services, public benefits, law enforcement, essential-services access, financial-product suitability, or other regulated or high-risk decisions unless FreightFTE has expressly approved the use in a signed Statement of Work.

6Customer responsibilities

• Provide accurate, lawful, current, and complete Customer Data, instructions, business rules, and approvals.
• Obtain and maintain all rights, notices, consents, permissions, authorizations, and lawful bases needed for Customer Data and Customer instructions.
• Ensure Authorized Users comply with the Agreement and use accounts only for approved business purposes.
• Protect accounts, devices, API keys, tokens, credentials, permissions, endpoints, and network controls, and promptly report suspected unauthorized access.
• Maintain independent backups and legally required business records; the Services are not a backup, archive, or records-retention service.
• Do not submit Restricted Data unless the applicable Statement of Work expressly permits it and states the required controls.

6.2 Restrictions. The Customer and Authorized Users must not:

• reverse engineer, decompile, scrape, copy, or attempt to discover source code, model weights, prompts, training data, or underlying logic, except to the limited extent a restriction is prohibited by law;
• benchmark the Services for a competitive purpose or publish performance results without FreightFTE's prior written consent;
• resell, sublicense, provide service-bureau access, or make the Services available to an unauthorized third party;
• bypass security, usage, rate, approval, or guardrail controls; introduce malicious code; disrupt or degrade the Services;
• use the Services or Outputs to build, train, develop, or improve a competing product or model; or
• use the Services unlawfully, infringe third-party rights, or violate sanctions, export-control, anti-bribery, anti-money-laundering, or anti-corruption requirements.

7Implementation acceptance and changes

7.1 Customer dependencies. The Customer will timely provide data, access, personnel, decisions, approvals, testing, and other dependencies identified in the applicable Statement of Work. FreightFTE is not responsible for delay or failure caused by missing or delayed Customer dependencies or third-party vendors.

7.2 Acceptance. Unless a Statement of Work states otherwise, a deliverable is accepted on the earliest of written acceptance, production use, or five business days after it is made available for testing if the Customer has not rejected it in writing with a reasonably detailed description of material nonconformity. Critical Actions require explicit go-live approval.

7.3 Performance commitments. Any accuracy, quality, or workflow-performance commitment applies only if expressly stated in a Statement of Work and measured using the agreed data, test set, scoring method, and acceptance criteria.

7.4 Changes. Material changes to scope, data sources, integrations, autonomy, workflows, acceptance criteria, or timelines require a written change order. FreightFTE may charge for out-of-scope work at agreed or then-current rates.

8Fees taxes and payment

8.1 Fees. The Customer will pay the fees in the applicable Order Form, Statement of Work, or other accepted ordering document. Unless that document states otherwise, recurring fees are invoiced in advance, usage fees in arrears, and invoices are due within 30 days. Fees are non-cancelable and non-refundable except as the Agreement expressly provides.

8.2 Taxes. Fees exclude VAT, withholding, duties, levies, and similar taxes. The Customer is responsible for those taxes, excluding taxes based on FreightFTE's net income.

8.3 Late payment. Overdue amounts accrue interest at the lesser of 1.5 percent per month and the maximum rate permitted by law. The Customer will reimburse reasonable collection costs. The Customer may not withhold, offset, or deduct amounts except where non-waivable law requires it.

8.4 Suspension for nonpayment. FreightFTE may suspend affected Services if an amount remains overdue more than 10 days after written notice.

9Data privacy and security

9.1 Customer ownership and license. The Customer retains ownership of Customer Data. During the term, the Customer grants FreightFTE a non-exclusive, worldwide, royalty-free license to use Customer Data as necessary to provide, operate, secure, support, maintain, troubleshoot, monitor, improve, and develop the Services and related capabilities, subject to the Agreement and Applicable Law.

9.2 Personal Data. The FreightFTE Privacy Policy describes FreightFTE's processing as an independent controller or database owner. Where FreightFTE processes Personal Data on the Customer's behalf, the applicable Data Processing Addendum governs and the Customer is the controller or database owner and FreightFTE is the processor, database holder, or service provider, unless the Parties agree otherwise in writing.

9.3 No general model training on identifiable Customer Data. FreightFTE will not use Customer Data or Outputs in identifiable form to train generalized foundation models or models made generally available to other customers. This does not restrict FreightFTE's use of aggregated, anonymized, or de-identified data, Usage Data, derived intelligence, workflow learnings, evaluation artifacts, benchmarking information, or other non-customer-identifiable information to operate, evaluate, secure, improve, optimize, and develop the Services and Company Technology.

9.4 Derived and usage information. FreightFTE may create and use aggregated, anonymized, de-identified, statistical, analytical, benchmarked, inferred, learned, or derived information that does not identify the Customer or disclose Customer Confidential Information in identifiable form. As between the Parties, FreightFTE owns that information and its proprietary intelligence systems, methodologies, graph structures, operational memory, learned patterns, and related technology.

9.5 Security. FreightFTE will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and information processed. No system is completely secure, and FreightFTE does not guarantee that unauthorized access or security incidents will never occur.

9.6 Data export and deletion. After termination, the Customer may request an export of Customer Data within 30 days. FreightFTE may then delete Customer Data from active systems, subject to legal retention, backup cycles, security logs, dispute records, and legitimate business records.

10Intellectual property

10.1 Company Technology. FreightFTE and its licensors retain all rights in Company Technology, including improvements, prompts, reusable skills, workflows, evaluation sets, integration logic, templates, automation frameworks, proprietary intelligence systems, methodologies, analytics, and future developments. Customer-specific configurations remain Company Technology unless a Statement of Work expressly identifies an Assigned Deliverable.

10.2 Outputs. Subject to compliance with the Agreement and to the extent permitted by law, the Customer may use Outputs generated specifically for it for internal business purposes. FreightFTE assigns any rights it may have in those Outputs to the Customer, excluding Company Technology, Third-Party Services, and materials that cannot legally be assigned. Outputs may not be unique, and similar Outputs may be generated for others.

10.3 Feedback. The Customer grants FreightFTE a perpetual, irrevocable, worldwide, royalty-free right to use feedback, suggestions, ideas, and recommendations without restriction or compensation.

11Confidentiality

11.1 Protection and use. Each receiving Party will protect the other Party's non-public confidential information using at least reasonable care, use it only as needed to perform or receive the Services, and disclose it only to personnel, affiliates, advisers, contractors, and representatives who need to know it and are bound by appropriate confidentiality duties. Customer Data is Customer Confidential Information. Company Technology is FreightFTE Confidential Information.

11.2 Exclusions. Confidential information does not include information the receiving Party can show was lawfully known without restriction, became public without breach, was independently developed without use of the confidential information, or was lawfully received from another source without confidentiality restriction.

11.3 Required disclosure. A receiving Party may disclose confidential information where law or valid legal process requires it, provided that, where legally permitted, it gives prompt notice, discloses only what is required, and reasonably assists protective efforts at the disclosing Party's expense.

11.4 Duration. These confidentiality duties continue for five years after termination. Duties concerning trade secrets, Customer Data, security information, and source code continue for as long as the information remains legally protected.

12Term termination and suspension

12.1 Term. These Terms begin when accepted and continue while any Order Form, Statement of Work, subscription, pilot, or account remains active. Each ordering document controls its order term and any termination for convenience. Unless an applicable ordering document states otherwise, each paid order automatically renews for successive 12-month terms unless either Party gives written non-renewal notice at least 30 days before the current term ends.

12.2 Termination for cause. Either Party may terminate the Agreement or an affected order for a material breach not cured within 30 days after detailed written notice. FreightFTE may terminate or suspend immediately for unlawful use, material security or legal risk, insolvency, repeated nonpayment, infringement of FreightFTE rights, prohibited high-risk use, or material breach of Sections 5, 6, 9, 10, or 11.

12.3 Effect. On termination or expiry, access rights end, use must stop, accrued fees become due, and prepaid fees remain non-refundable except where the Agreement expressly provides otherwise. Provisions that by nature should survive will survive, including payment, confidentiality, data rights, intellectual property, disclaimers, indemnities, liability limits, governing law, and termination effects.

12.4 Suspension. FreightFTE may suspend all or part of the Services on written or electronic notice where it reasonably believes the Customer is in breach, access creates a security, legal, operational, or reputational risk, Customer systems or data threaten the Services, payment is overdue, or suspension is required by law or a Third-Party Service provider.

13Warranties and disclaimers

13.1 Limited warranty. FreightFTE warrants that paid Services will materially conform to applicable documentation and the applicable Statement of Work, and that professional services will be performed in a professional and workmanlike manner.

13.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES, AI AGENTS, OUTPUTS, ACTIONS, BETA FEATURES, THIRD-PARTY SERVICES, AND DOCUMENTATION ARE PROVIDED AS IS AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FREIGHTFTE DISCLAIMS IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AVAILABILITY, SECURITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTY THAT THE SERVICES WILL SATISFY THE CUSTOMER'S LEGAL, REGULATORY, CUSTOMS, TAX, TRANSPORTATION, LOGISTICS, SUPPLY-CHAIN, OR TRADE-COMPLIANCE REQUIREMENTS.

13.3 No professional advice. The Services do not provide legal, financial, tax, accounting, medical, regulatory, customs-brokerage, freight-forwarding, transportation, compliance, or other professional or regulated advice.

14Indemnification

14.1 FreightFTE IP indemnity. FreightFTE will defend the Customer against a third-party claim alleging that Company Technology, as provided by FreightFTE and used as authorized, infringes that party's patent, copyright, trade secret, or trademark, and will pay damages finally awarded or settlements approved by FreightFTE.

14.2 Exclusions and mitigation. FreightFTE has no obligation for claims arising from Customer Data, Outputs, Customer systems, Customer instructions, combinations not supplied by FreightFTE, unauthorized modifications or use, continued use after a workaround is provided, Third-Party Services, or Customer breach. FreightFTE may obtain continued-use rights, modify or replace the affected Service, or terminate it and refund prepaid unused fees for it. This is the Customer's sole remedy for an IP infringement claim.

14.3 Customer indemnity. The Customer will defend, indemnify, and hold harmless FreightFTE, its affiliates, personnel, licensors, and subcontractors from claims, losses, liabilities, damages, fines, penalties, costs, and reasonable legal fees arising from Customer Data, Customer systems, the Customer's products or communications, use of Outputs or Actions, instructions or approvals, unlawful or unauthorized use, breach of the Agreement or third-party rights, unapproved Restricted Data, or prohibited regulated or high-risk use.

14.4 Procedure. The indemnified Party must promptly notify the indemnifying Party, reasonably cooperate, and allow the indemnifying Party to control the defense and settlement. A settlement may not require an admission or payment by the indemnified Party without its consent.

15Limitation of liability

15.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; LOST PROFITS OR REVENUE; LOSS OF GOODWILL, DATA, OR OPPORTUNITY; BUSINESS INTERRUPTION; SUBSTITUTE-SERVICE COSTS; CUSTOMER OR END-USER CLAIMS; PRICING ERRORS; MARGIN LOSS; OR COMMERCIAL DISPUTES, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE AFFECTED SERVICES DURING THE SIX MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO LIABILITY.

15.3 Exclusions from cap. The cap does not apply to the Customer's payment obligations, either Party's indemnification obligations, the Customer's breach of use restrictions, fraud or willful misconduct, or liability that cannot legally be limited or excluded.

16Changes to these Terms

16.1 Updates. FreightFTE may update these Terms from time to time. For a material change, FreightFTE will give reasonable advance notice through the Services, by email, or by another appropriate channel. Material changes will not retroactively reduce negotiated rights during a committed paid term unless required by law, security needs, or Third-Party Service changes. Continued use after the stated effective date constitutes acceptance where permitted by law.

16.2 Objection. If the Customer objects to a material update, it must notify FreightFTE before the update takes effect. The Parties will discuss the objection in good faith; if unresolved, either Party may exercise any termination rights available under the applicable ordering document.

17General provisions

17.1 Independent contractors. The Parties are independent contractors. The Agreement does not create employment, agency, partnership, franchise, fiduciary, joint venture, or representative authority.

17.2 Subcontractors. FreightFTE may use affiliates, contractors, and vendors to provide the Services and remains responsible for its obligations under the Agreement, subject to its terms.

17.3 Assignment. The Customer may not assign the Agreement without FreightFTE's prior written consent, except to a non-competitor successor in a merger or sale of substantially all assets that assumes the Agreement in writing. FreightFTE may assign the Agreement to an affiliate or in connection with a reorganization, change of control, merger, or sale of substantially all assets.

17.4 Publicity. FreightFTE may identify the Customer as a customer and use its name and logo in customer lists, pitch materials, and website references. The Customer may object by written notice stating a reasonable objection, after which FreightFTE will stop that use within a reasonable time.

17.5 Force majeure. Neither Party is liable for delay or failure, other than payment obligations, caused by events beyond reasonable control, including war, terrorism, labor disputes, internet, cloud, or power failures, cyberattacks, natural events, pandemics, governmental action, and Third-Party Service failures.

17.6 Entire agreement severability and waiver. The Agreement is the entire agreement on its subject matter and supersedes earlier proposals, discussions, and understandings. If a provision is unenforceable, it will be modified only as necessary and the remainder continues. A failure or delay to enforce a right is not a waiver.

17.7 No third-party beneficiaries. No person other than the Parties and permitted successors has rights under the Agreement, except that FreightFTE affiliates, personnel, licensors, and subcontractors are intended beneficiaries of protections expressly intended for them.

18Governing law notices and contact

18.1 Governing law and courts. The Agreement is governed by the substantive laws of the State of Israel, without conflict-of-law rules. The competent courts in Tel Aviv-Jaffa, Israel have exclusive jurisdiction, except that FreightFTE may seek injunctive or equitable relief in any competent court.

18.2 Notices. Formal notices must be in writing and delivered by courier, registered mail, or email to the addresses in the applicable Order Form or account record. Legal notices to FreightFTE must be sent to David@freightfte.com and to FreightFTE Ltd., company number 517400990, at 10 Derech HaTzabar, Beit Hanan 7686800, Israel.

18.3 Questions. Questions about these Terms may be sent to David@freightfte.com.