Terms of Service

Important notice: Please carefully read this Terms of Service ("Terms" or "Agreement") before accessing, using, or subscribing to any software, tools, or professional services provided by Ten8, Inc. ("Ten8"). These Terms govern the Client's use of Ten8's proprietary platform and services and is a legally binding contract between Ten8 and the entity executing an Order Form, Statement of Work ("SOW"), or Master Services Agreement ("MSA") referencing these Terms.

1. Services

(a) Platform Access and Use. Ten8 provides the Client with access to its proprietary AI-powered freight automation and broker communications platform (the "Platform"). The Platform is designed to automate and streamline broker interactions, including phone calls and emails on behalf of dispatchers, by using advanced AI and language models.

(b) Scope and Modifications. The scope of services, deliverables, feature sets, customization, integrations, and performance expectations shall be documented in a mutually agreed SOW.

(c) Service Fees. Client agrees to pay Ten8 the applicable service fees as described in each SOW or Order Form ("Service Fees").

2. Fees and Payment Terms

(a) Invoicing. Ten8 shall invoice the Client according to the terms outlined in the SOW. By default, invoices shall be issued monthly in advance.

(b) Payment Terms. Client shall pay undisputed fees within ten (10) business days of invoice date. Overdue balances will accrue interest at the maximum lawful rate.

(c) Currency and Payment Method. All payments shall be made in U.S. Dollars (USD) by wire transfer to a U.S. bank account designated by Ten8.

(d) Taxes. All fees exclude applicable federal, state, local, or foreign taxes, levies, or duties.

3. Term and Termination

(a) Term. These Terms shall take effect upon the Client's execution of a Master Services Agreement ("MSA"), SOW or Order Form. The initial term shall be one (1) year from the effective date.

(b) Termination for Cause. Either party may terminate this Agreement for material breach, provided the breaching party fails to cure the breach within ten (10) days.

(c) Termination for Convenience. Either party may terminate this Agreement for any reason with thirty (30) days' prior written notice.

4. Ownership and Intellectual Property

(a) Ten8 Technology. Ten8 retains all right, title, and interest in and to the Platform and all associated intellectual property.

(b) Client Data. Client retains all rights to its uploaded data, files, configurations, and business records.

(c) Feedback. Client grants Ten8 a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate Feedback into its products and services.

5. Client Responsibilities

(a) IT Access and Support. Client shall grant Ten8 necessary access to Client's IT environment.

(b) Compliance with Laws. Client shall ensure that its use of the Services complies with all applicable laws and regulations.

(c) Consent and Authorization. The Client shall ensure that all recipients have provided any legally required consent prior to being contacted.

6. Disclaimers

The Services and Platform are provided on an "as-is" and "as-available" basis, without warranties of any kind. Ten8 expressly disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

7. Limitation of Liability

Ten8's total cumulative liability for all claims shall not exceed the total amount of fees actually paid by Client during the three (3) month period immediately preceding the event giving rise to the claim.

8. Indemnification

The Client shall defend, indemnify, and hold harmless Ten8 from any claims arising out of the Client's use of the Services or violation of applicable laws.

9. Confidentiality

Each party agrees to protect the other's Confidential Information with the same degree of care it uses to protect its own confidential data.

10. Governing Law

This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles.

11. Dispute Resolution and Arbitration

All disputes shall be resolved through final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules.

12. Contact Information

All notices or legal inquiries should be sent to:
Ten8, Inc.
Email: hello@ten8.ai