Terms of Service

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.

If you purchase a subscription, the commercial terms—including pricing, term, usage limits and 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.

• 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.

4.1 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 or accounts and for maintaining the confidentiality of credentials. Notify us promptly of any unauthorized access or security incident.

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.

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.

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 that it has all rights and permissions necessary to connect Third-Party Services and provide any related data to Shipflow.

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 Data Processing Addendum

Where required by applicable law, Shipflow will act as a data processor or 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.

9.1 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.

10.1 Fees

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

10.2 Overages and 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.

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 or 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.

12.1 Shipflow IP

Shipflow and its licensors retain all right, 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.

13.1 Suspension

We may suspend access immediately if we reasonably believe that your use poses a security risk, violates law or these Terms, or if 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.

14.1 Limited Warranty

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.

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.

16.1 By Customer

Customer will defend and indemnify Shipflow from third-party claims arising out of Customer Data, Customer’s breach of these Terms or Customer’s misuse of the Services.

16.2 By Shipflow

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, modify the Services, replace the Services, obtain rights for continued use, or terminate the affected Services and refund prepaid unused fees.

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

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.

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.

• 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.