Terms of Service

1. Overview

Shipflow provides software that helps customers automate operational workflows using AI (the "Services"). The Services may include integrations with third-party systems and the processing of Customer Data.

2. Order Forms; Enterprise Agreements

If you purchase a subscription, the commercial terms (pricing, term, usage limits, support) will be set forth in an order form, statement of work, or similar ordering document (each an "Order Form").

If you and Shipflow have executed a separate master services agreement or other written agreement (an "MSA") that governs your use of the Services, the MSA will control to the extent it conflicts with these Terms.

3. Definitions

• "Customer Data" means data (which may include personal information) provided by or on behalf of Customer or its authorized users to the Services, or otherwise made available for processing through the Services.

• "Documentation" means Shipflow’s published documentation, help content, or other written materials describing the Services.

• "Output" means results, suggestions, extracted fields, classifications, or other outputs generated by the Services based on Customer Data.

• "Usage Data" means technical logs, telemetry, performance, and analytics data about the operation and use of the Services (excluding Customer Data content).

4. Accounts; Authorized Users

4.1 Account Registration. You must provide accurate information and keep your account information current.

4.2 Authorized Users. Customer may permit employees and contractors to access the Services as authorized users ("Users") subject to these Terms and the applicable Order Form.

4.3 Security. You are responsible for all activity under your account(s) and for maintaining the confidentiality of credentials. Notify us promptly of any unauthorized access or security incident.

5. License and Use Rights

Subject to these Terms and any Order Form, Shipflow grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 16), non-sublicensable license to access and use the Services during the subscription term solely for Customer’s internal business purposes.

6. Restrictions and Acceptable Use

You will not, and will not permit any User or third party to:

• Reverse engineer, decompile, or attempt to discover source code or underlying models of the Services (except to the extent prohibited by law)

• Copy, modify, or create derivative works of the Services

• Use the Services to build or benchmark a competing product, or for competitive analysis, except with our written consent

• Interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems

• Upload or transmit unlawful, infringing, or malicious content (including malware)

• Use the Services in violation of applicable law, including export control and sanctions laws

We may suspend access for violations, security risk, legal risk, or non-payment as described in Section 13.

7. Third-Party Services and Integrations

The Services may interoperate with third-party services, platforms, or systems ("Third-Party Services").

• Your use of Third-Party Services is governed by the third party’s terms.

• Shipflow is not responsible for Third-Party Services, including their availability, security, or data handling.

• Customer represents and warrants it has all rights and permissions necessary to connect Third-Party Services and provide any related data to Shipflow.

8. Customer Data; Data Processing (DPA-Ready)

8.1 Ownership. Customer retains all right, title, and interest in and to Customer Data.

8.2 Processing on Customer’s Behalf. Shipflow will process Customer Data only to provide, secure, and support the Services and as otherwise permitted by the Customer agreement.

8.3 DPA. Where required by applicable law, Shipflow will act as a data processor/service provider for Customer Data. A separate Data Processing Addendum ("DPA") is available for enterprise customers upon request or may be incorporated into the Customer agreement.

8.4 Usage Data. Shipflow may collect and use Usage Data to operate, maintain, protect, and improve the Services. Usage Data is not intended to include Customer Data content.

9. AI Features; Output Responsibility

9.1 AI Processing. The Services may use automated systems, including AI, to process Customer Data and generate Outputs.

9.2 Human Review Required. Customer is responsible for verifying Outputs before relying on them, including before entering them into systems of record, communicating them to third parties, or using them for compliance-related decisions.

9.3 No Training of Public Models. Shipflow does not use Customer Data to train publicly available models.

10. Fees; Payment; Taxes

10.1 Fees. Fees and payment terms are set forth in the Order Form.

10.2 Overages/Usage Limits. If applicable, usage limits and overage fees will be described in the Order Form.

10.3 Taxes. Fees are exclusive of taxes. Customer is responsible for applicable taxes, except taxes based on Shipflow’s net income.

10.4 Non-Payment. If payment is overdue, we may suspend access after providing notice and a reasonable opportunity to cure (unless the Order Form states otherwise).

11. Confidentiality

Each party ("Receiving Party") may receive non-public information from the other party ("Disclosing Party") that is identified as confidential or reasonably should be understood as confidential ("Confidential Information").

The Receiving Party will:

• Use Confidential Information only to perform under these Terms

• Protect it using at least reasonable care

• Not disclose it except to employees/contractors/advisors who need to know and are bound by confidentiality obligations

Confidentiality obligations do not apply to information that is public, already known without restriction, independently developed, or rightfully obtained from a third party.

12. Intellectual Property

12.1 Shipflow IP. Shipflow and its licensors retain all rights, title, and interest in and to the Services, Documentation, and all related intellectual property.

12.2 Feedback. If you provide suggestions or feedback, you grant Shipflow a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction.

13. Suspension; Termination

13.1 Suspension. We may suspend access immediately if we reasonably believe: (a) your use poses a security risk, (b) your use violates law or these Terms, or (c) undisputed fees are overdue.

13.2 Term. The term of these Terms begins when you first access the Services and continues until your subscription expires or is terminated.

13.3 Termination for Cause. Either party may terminate an Order Form or these Terms for material breach if the breach is not cured within thirty (30) days after written notice (or sooner if the breach is not curable).

13.4 Effect of Termination. Upon termination, your right to access the Services ends. Upon request and subject to the Customer agreement, Shipflow will delete or return Customer Data within a commercially reasonable period, unless retention is required by law.

14. Warranties; Disclaimers

14.1 Limited Warranty (if purchased). If applicable, Shipflow warrants that the Services will materially conform to the Documentation during the subscription term.

14.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SHIPFLOW DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14.3 No Guarantee of Output Accuracy. Outputs may be incomplete, inaccurate, or inappropriate depending on context and input. Customer is responsible for review and decisions based on Outputs.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.

• EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations, so some of the above may not apply.

16. Indemnification

16.1 By Customer. Customer will defend and indemnify Shipflow from third-party claims arising out of (a) Customer Data, (b) Customer’s breach of these Terms, or (c) Customer’s misuse of the Services.

16.2 By Shipflow (IP Claims). Shipflow will defend and indemnify Customer from third-party claims alleging that the Services infringe a third party’s U.S. intellectual property rights, and will pay resulting damages and reasonable costs, provided Customer promptly notifies Shipflow and cooperates. Shipflow has no obligation for claims arising from Customer Data, modifications, combinations, or misuse.

16.3 Remedies. If infringement is alleged, Shipflow may (at its option) (a) modify the Services, (b) replace the Services, (c) obtain rights for continued use, or (d) terminate the affected Services and refund prepaid unused fees.

17. Publicity

Unless prohibited by an Order Form or MSA, Shipflow may identify Customer as a customer in reasonable marketing materials (e.g., name and logo). Any press release, case study, or quote requires Customer’s prior approval.

18. Compliance; Export

You agree to comply with all applicable laws, including U.S. export control and sanctions laws. You may not use the Services in or for the benefit of any sanctioned country or prohibited party.

19. Governing Law; Dispute Resolution

These Terms are governed by the laws of Delaware, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms will be brought in the state or federal courts located in New Castle County, Delaware, and each party consents to jurisdiction and venue there.

20. General

• Assignment. You may not assign these Terms without Shipflow’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. Shipflow may assign these Terms without consent.

• Force Majeure. Neither party is liable for delays due to causes beyond its reasonable control.

• Severability. If a provision is unenforceable, the remainder will remain in effect.

• Waiver. Failure to enforce a provision is not a waiver.

• Entire Agreement. These Terms and applicable Order Forms are the entire agreement regarding the Services.

21. Contact

Dear AI Inc. (dba Shipflow)
Email: legal@shipflow.ai