Terms of Service - Oculus Freight

PLEASE READ CAREFULLY.

Section 19 has a binding arbitration agreement, a class action waiver and a jury trial waiver.
Section 17 limits our liability.
Section 18 sets out indemnities you give us.
Section 7 has restrictions, with liquidated damages for data extraction.

1. The agreement

1.1 Parties. These Terms of Service ("Terms") are an agreement between Oculus Freight LLC, an Ohio limited liability company ("Oculus Freight", "we", "us", "our"), and the company that registers for or uses the Service ("Customer", "you", "your"). Capitalized words are defined where they first appear or in section 22.

1.2 Acceptance. Any one of the following accepts these Terms on behalf of Customer:

clicking to accept them;
signing an Order Form that refers to them;
using the Service.

The person who accepts confirms they are authorized to bind Customer. If they aren't, they accept these Terms personally and are responsible for Customer's obligations.

1.3 Affiliates. Customer's affiliates that use the Service through Customer's account are bound by these Terms. Customer is responsible for them, jointly with them.

1.4 Competitors may not use the Service. A Competitor may not access or use the Service, or have anyone do it on its behalf, without our prior written consent. We decide, acting reasonably, whether someone is a Competitor.

1.5 What makes up the agreement. The agreement is:

any Order Form;
these Terms;
the Acceptable Use Policy (the "AUP");
the other policies and documents these Terms refer to.

They control in that order if they conflict. The terms of any purchase order, vendor portal, supplier form or click-through on Customer's side have no effect, even if we accept, sign or acknowledge them.

1.6 Other terms.

Drivers using the Oculus Freight Driver app also accept the Driver App Terms (section 5.3).
Other Oculus products, such as Oculus Reviews, have their own terms.
Our Privacy Policy describes how we handle personal information.

2. Accounts and responsibility

2.1 Accurate information and verification. Customer must give accurate, complete and current information, including its legal name, DOT and MC numbers and contacts, and keep it up to date. We may check it against FMCSA and other records and ask for proof of identity, authority or ownership. We may run identity and business checks. We may refuse any registration, for any lawful reason.

2.2 One account; no return after termination. Each carrier uses one account unless we agree otherwise. Nobody whose account we terminated, and no business controlled by them or acting for them, may open a new account without our written consent.

2.3 Users.

Customer's admins invite users (office staff and drivers, "Users") and set their roles and permissions.
Everything a User does is treated as done by Customer. Customer must immediately suspend any User who breaks these Terms.
We may suspend or remove any User directly.

2.4 All activity is Customer's. Customer is responsible for all activity in or through its account, whether or not Customer authorized it. That includes activity through:

logins, passwords and API keys;
integrations, scripts and automations;
AI apps and AI agents.

When an AI app or AI agent connected by a User takes an action through the Service, it binds Customer as if the User had taken it.

2.5 Credentials.

Each login belongs to one person and must not be shared.
Customer must keep credentials and devices secure and use multi-factor authentication where we offer it.
Customer must tell us within 24 hours of any suspected unauthorized access, at help@oculusfreight.com.
We aren't liable for losses caused by the use of Customer's credentials, unless our breach of section 4.7 caused it.

2.6 Who controls the account. The account belongs to Customer as a business, meaning the holder of the operating authority on file, not to any individual. If control is disputed (for example between partners, after a sale, or between a carrier and a former employee), we may:

rely on FMCSA records, company records or a court order;
freeze the account until the dispute is resolved;
give access to the person we reasonably believe has authority.

We aren't liable for actions taken in good faith under this section.

2.7 Age. Users must be at least 18 years old.

3. The Service

3.1 Right to use.

Scope. During the subscription, we give Customer a limited, non-exclusive, non-transferable, non-sublicensable right to let its Users use the Service for Customer's own internal business as a motor carrier, freight broker or dispatch service (sections 5.9 and 5.10).
Conditions. That right is subject to these Terms, the AUP, our documentation and the Order Form.
Everything else. All other rights are reserved.

3.2 What Oculus Freight is, and what it is not. Oculus Freight provides software. It is not any of the following:

a motor carrier, broker, freight forwarder or shipper's agent;
a factoring company, bank, lender, money transmitter or payment processor;
an insurer, payroll provider or professional employer organization;
an ELD provider;
a consumer reporting agency;
a legal, tax, accounting, safety or compliance adviser.

We don't arrange, broker or perform transportation. Customers that are brokers or dispatch services act for themselves; providing software to them doesn't make us a broker. We aren't a party to any agreement between Customer and its brokers, shippers, customers, drivers, owner-operators, vendors or anyone else, including agreements signed or accepted through the Service.

3.3 Changes to the Service. We may add, change or remove features, integrations and limits at any time. We have no obligation to keep any feature.

3.4 Trials, betas and free features. Trials, betas, previews, early-access and free features:

are provided as they are, without warranties, support or indemnities;
carry no liability for us beyond US$100;
may be changed or ended at any time.

Customer's obligations, including its indemnities, apply in full. A trial becomes a paid subscription when it ends unless Customer cancels before then. We email Customer's admins a reminder before a trial ends.

3.5 No reliance on future features. Customer's purchase doesn't depend on any future feature or functionality being delivered. Nor does it depend on any statement, oral or written, about our plans.

3.6 Support and availability.

Support. We provide support as described in the help center.
Service levels. There are no service levels or credits unless an Order Form says so.
Maintenance. We may take the Service down for maintenance.
Third parties. We aren't responsible for unavailability caused by third parties, including ELD and telematics providers, AI providers, Telegram, email providers, hosting providers or the internet.

3.7 Limits. We may set and enforce usage limits, for example on API calls, AI connection requests, document processing, storage and messages. Going over a limit may lead to throttling, suspension or additional fees.

4. Customer Data

4.1 Ownership. As between the parties, Customer owns the data it and its Users put into the Service or connect to it ("Customer Data").

4.2 License to us.

What it covers. Customer gives us a worldwide, royalty-free, non-exclusive license to host, copy, store, transmit, process, analyze, reformat, translate, extract text from, display and create derivative works of Customer Data.
How long. It lasts for the subscription and for as long afterwards as needed for backups, legal obligations and disputes.
What for:
- to provide, maintain, secure, support and improve the Service;
- to prevent fraud and misuse;
- to comply with law;
- as Customer or its Users direct.
Sublicensing. We may sublicense it to the service providers that work for us and to the services Customer connects.

4.3 De-identified data.

We may create data from Customer Data that doesn't identify Customer, any person, or any vehicle, load or customer of Customer ("De-identified Data").
We may use, disclose and commercialize it for any lawful purpose, including benchmarks, research, analytics, and developing and training AI models.
We won't attempt to re-identify it, and we will contractually prohibit recipients from doing so.

4.4 Service Data is ours. All data about the use, performance and operation of the Service belongs to us ("Service Data"). That includes logs, telemetry, usage metrics, security signals and AI connection records.

4.5 Monitoring.

What we may do. We may monitor, scan, review and analyze the Service, its use and Customer Data, automatically or with people, but we're not obliged to. We do this to provide the Service, enforce these Terms, secure the Service and comply with law.
Action on suspicion. We may remove, block or disable anything we reasonably believe or suspect breaks these Terms.

4.6 Support access. Our personnel may access Customer's account and Customer Data to provide support, investigate problems, secure the Service and enforce these Terms. That includes viewing the account as a User would. This access is logged.

4.7 Security. We use reasonable administrative, technical and physical safeguards suited to the Service. No safeguards are perfect, and we don't promise that Customer Data can't be accessed, lost or corrupted.

4.8 Customer's duties.

Accuracy and rights. Customer is responsible for the accuracy of Customer Data and for having the right to put it in the Service.
Records. Customer must keep its own copies of every record the law requires it to keep. That includes records under 49 CFR Parts 379, 391 and 395, and tax and IFTA records.
Our backups. Our backups are for recovering the Service. They aren't an archive for Customer.

4.9 Export and deletion.

During the subscription, Customer may export its data using the exports in the Service.
For 30 days after the subscription ends, we may make Customer Data available for export on written request. That applies only if all fees are paid and we didn't end the subscription for cause.
After that, we may delete all Customer Data without liability. Kept:
- Service Data and De-identified Data;
- copies the law requires us to keep;
- copies in backups until they are overwritten.

4.10 Legal requests.

Disclosure. We may disclose Customer Data when the law or legal process requires it, or to protect rights, safety or the Service.
Third-party requests. When a third party asks for Customer Data about Customer's own disputes (for example accident litigation, or a dispute with a broker or shipper), we'll try to refer the requester to Customer. We'll tell Customer unless the law forbids it.
Costs. Customer will reimburse our reasonable costs of responding to any subpoena or legal process relating to Customer, its Users, its drivers or its operations. That includes our personnel's time at our then-current rates and outside counsel.

5. Drivers, consents and sensitive information

5.1 Our role. For personal information in Customer Data, we act as Customer's service provider and process it on Customer's instructions: these Terms and Customer's settings.

5.2 Notices and consents. Customer represents, and promises, that for every person whose information is in the Service or who receives messages through it, it has:

given every notice the law requires;
obtained every consent and authorization the law requires.

That includes notices under state electronic-monitoring laws (for example New York, Connecticut and Delaware), and consents for location tracking, call recording and messages. Customer will also honor those people's requests under the law.

5.3 Driver App Terms.

Customer must make sure each driver accepts the Driver App Terms before using the driver app. Customer is responsible for its drivers' use of it.
Drivers may accept those terms directly with us. That doesn't make them our customers.

5.4 Location tracking.

The driver app collects location only while a driver has an active trip and is on duty.
Customer must not use the Service to track any person:
- in a way the law doesn't allow;
- for purposes unrelated to work;
- after that person's work for Customer has ended.

5.5 Sensitive information. Unless we agree in writing, Customer must not put the following in the Service:

biometric identifiers or templates;
full Social Security numbers, except in a field that asks for them;
payment card numbers, except through our payment processor;
health information beyond what FMCSA rules require for driver qualification;
drug and alcohol test results, except in a feature built for them.

Customer is responsible for the confidentiality and access rules for drug and alcohol testing records (49 CFR Part 40).

5.6 Not a consumer reporting agency. We don't provide consumer reports. Customer must not use information from the Service as a factor in deciding whether a person is eligible for employment, credit or insurance in a way that would make it a consumer report under the Fair Credit Reporting Act. When Customer uses consumer reports, it must comply with that Act.

5.7 Decisions about people.

Customer decides. Hiring, pay, discipline, scheduling and termination decisions are Customer's.
Our tools are aids. Driver rankings, scores, leaderboards and AI suggestions only help.
Human review. A person at Customer must review any decision that has a legal or similarly significant effect on someone.
Automated decisions. Customer must comply with laws on automated decision-making and on AI in employment (for example in New York City, Illinois and Colorado).

5.8 Owner-operators and subcontractors. Information about owner-operators, subcontractors and their drivers is Customer Data. Customer handles their requests and its own leasing obligations.

5.9 Dispatch services. A Customer that dispatches trucks for other carriers may use the Service for them only if:

each carrier has authorized it in writing, and it shows us that authorization when we ask;
it doesn't arrange transportation between shippers and carriers for pay unless it holds FMCSA broker authority. Under FMCSA's 2023 guidance, a dispatch service that does this is a broker.

The dispatch service is responsible for each carrier's compliance with these Terms. Every truck it manages counts toward billable trucks.

5.10 Brokers. A Customer that is a freight broker must:

hold the FMCSA broker authority and the financial security (surety bond or trust) its business requires;
keep the transaction records 49 CFR Part 371 requires, and honor the parties' right to review them;
not use the Service to double-broker, or to re-broker a load without authorization;
add carrier and driver information only when it is entitled to have it.

We don't check a broker's authority on each load. We aren't responsible for any broker's obligations to shippers, carriers or drivers.

6. Fees, billing and audits

6.1 Fees. Customer pays the fees in its Order Form or on our pricing page. These are:

a price per truck per month;
the add-ons Customer turns on;
usage-based charges, where they apply.

6.2 Truck count. This section applies where fees are charged per truck. Brokers pay what their Order Form states.

Billable trucks are the higher of:
- the trucks Customer declares;
- the trucks we count in the account during the billing period: active trucks, and trucks with assigned trips or connected ELD or telematics.
Our count is final unless Customer shows a manifest error within 30 days of the invoice.
Pooling doesn't reduce it. Sharing, rotating, hiding or pooling trucks, splitting a fleet across accounts, or anything similar never lowers the number of billable trucks.

6.3 Payment.

Fees are billed in advance, monthly unless the Order Form says otherwise.
Customer authorizes us and our payment processor to charge, for all amounts due including true-ups:
- the payment method on file;
- any other payment method on file.

6.4 No cancellations or refunds mid-term.

No cancellations. Subscriptions are non-cancelable for their term.
No refunds. Fees are non-refundable, except as this section says.
No credits for partial periods, unused trucks, downgrades or suspensions.
No mid-term reductions. Truck counts and add-ons may not be reduced during a term.
60-day money-back. Where our website, an ad or an Order Form offers it when Customer signs up, Customer may ask for a full refund of the platform subscription fees it has paid.
- How to ask. Customer asks within 60 days after its first paid charge, by writing to help@oculusfreight.com. No reason is needed.
- Limits:
  - once per company, and once per DOT or MC number;
  - platform subscription fees only, not add-ons, agents, hardware or third-party charges.
- What happens next. We refund to the original payment method within 10 business days. The subscription then ends, and section 4.9 applies to Customer Data.
- When it doesn't apply: if we end the agreement for cause (section 15.4).
Exceptions: the 60-day money-back above, we end the agreement without cause (section 15.3), a change under section 20.2, or the law requires a refund.

6.5 Renewal.

Subscriptions renew automatically for the same length unless either party cancels before the renewal date.
Renewals are at our list price at that time, unless the Order Form says otherwise or a price lock applies (section 6.6).
Promotional prices end at the first renewal. A price lock is not a promotional price.
For annual plans, we email Customer's admins a reminder at least 30 days before renewal.

6.6 Price changes. We may change prices:

for monthly subscriptions, on 30 days' notice;
for longer terms, at renewal.

Price locks. Where our website, an ad or an Order Form offers a locked price when Customer signs up, we won't raise that price for as long as Customer's subscription continues without a break. For example, founding carriers get $30 a truck a month "locked for life".

Trucks added later are billed at the same locked price per truck.
What it doesn't cover: add-ons and agents.
When it ends: if the subscription ends or is cancelled, or if we end the agreement for cause (section 15.4).

6.7 Late payment.

Late charge. Overdue amounts carry a late charge of 1.5% per month, or the highest rate the law allows if that is lower.
Collection costs. Customer pays our collection costs, including agency fees and attorneys' fees (section 19.9).
Suspension. We may suspend the Service when an amount is 10 days overdue, after notice.
Acceleration. If any amount is overdue under any agreement with us, everything Customer owes us under every agreement becomes due at once.

6.8 Billing disputes and chargebacks.

Customer must dispute a charge in writing within 30 days of the invoice or charge date, or the charge is final.
Undisputed amounts must be paid on time.
Starting a chargeback or payment reversal without first disputing the charge under this section is a breach. Customer then pays the chargeback fees and our costs.

6.9 Taxes. Fees exclude taxes. Customer pays all taxes except taxes on our net income. If the law requires Customer to withhold tax, Customer increases its payment so that we receive the full fee.

6.10 Credit and prepayment. If we see signs of payment risk, we may:

run business credit checks;
require prepayment or a deposit;
bill more often;
lower credit limits.

6.11 Set-off. We may set off anything Customer owes us against anything we owe Customer, such as credits or refunds.

6.12 Audits.

Verification. We may check Customer's compliance and truck counts. We can use account data, connected ELD and telematics data, and records Customer gives us within 10 business days of our request.
Audits. On 30 days' notice, we or an independent auditor may audit.
Unreported trucks. Customer pays the list price for every unreported truck for the whole period.
Audit costs. If trucks were under-reported by 5% or more, Customer also pays the cost of the audit.

7. Acceptable use

7.1 The AUP. The Acceptable Use Policy is part of these Terms. Breaking the AUP is a material breach of these Terms.

7.2 The main restrictions. Customer and its Users must not do any of the following, or help, encourage or allow anyone else to do it. "Anyone else" includes AI apps, contractors, consultants and tool vendors. Customer must also not distribute tools that do any of it.

a. Reverse engineering. Copy, modify, reverse engineer, decompile or disassemble the Service. Try to work out its source code, models, model weights, prompts, tool descriptions, algorithms, data structures, non-public APIs or other non-public parts. That includes model-extraction or similar attacks. The only exception is where the law allows it despite this restriction.

b. Competitive use. Use the Service, its output, or any AI connection or API to build, train, benchmark or improve a competing product or AI model. Copy the Service's features, design, layout, content or workflows, or make anything that imitates them.

c. Benchmarking and competitive analysis. Access or test the Service to monitor its availability, performance or functionality, or for any benchmarking or competitive purpose. This applies whether or not the results are published.

d. Automated extraction. Scrape, crawl, data-mine or extract data or content from the Service by any automated means. That includes robots, scripts, browser extensions and data aggregators. The only allowed routes are the exports in the Service and our AI connections and APIs, used within their limits for Customer's own business.

e. Probing and circumvention.

Probe, scan or test the Service for vulnerabilities, except as section 11 allows.
Get around any security, authentication, permission, usage limit or other restriction. That includes doing so through configuration, multiple accounts, AI apps or other tools.

f. Resale.

Sell, resell, rent, lease or sublicense the Service.
Use it as a service bureau or time-share, or host it for others.
Use it to provide services to third parties. A dispatch service may manage carriers only as section 5.9 allows.

g. Fraud. Use the Service for freight fraud, identity theft, falsified records or documents, or any other conduct the AUP prohibits.

7.3 Enforcement.

What we may do. Acting on reasonable suspicion, we may:
- investigate;
- require information, or a written certification of compliance;
- remove content and preserve evidence;
- suspend or terminate.
Reporting. We may report to law enforcement, FMCSA or other authorities.
Our determinations. Our good-faith determinations under this section are final for the purpose of acting on them.

7.4 Liquidated damages for extraction.

When it applies. Customer or anyone using its account obtains data or content from the Service in breach of section 7.2(d), by any route, including AI connections.
The amount. Customer will pay liquidated damages of US$1,000 for every 1,000 records obtained this way (US$1 per record).
Other remedies. This is in addition to injunctions and to any other damages this amount doesn't cover.
Why it isn't a penalty. The parties agree that the harm from extraction is hard to measure and that this amount is a reasonable estimate of it.
Helpers. Anyone bound by these Terms who knowingly helps the extraction is liable jointly and severally.

7.5 Injunctions. A breach of section 7 causes irreparable harm. We may seek injunctions in any court without posting a bond, to the extent the court allows.

8. AI features and AI connections

8.1 AI features.

What they are. Some parts of the Service use artificial intelligence. Examples:
- reading rate confirmations, bills of lading and other documents;
- suggesting matches;
- answering questions;
- writing drafts and messages.
Accuracy. AI output can be wrong, incomplete or the same as output given to others. It isn't professional advice.
Customer's responsibility. Customer alone is responsible for checking and using output.
Human review.
- A person must review drafts before they are used.
- Output must never be the only basis for a decision with a legal or similarly significant effect on a person.

8.2 AI connections. Customer can let its Users connect third-party AI apps, such as Claude or ChatGPT, to the Service ("AI connections").

Who can connect.
- A Customer admin must switch AI connections on.
- Each User connects with their own login and gets only what their role allows.
- Drivers can't use AI connections.
What AI apps can do. What AI apps may do through a connection is described in the help center and may change.
- Today they can read information and create drafts.
- They can't send messages, dispatch, accept or sign rate confirmations, or move money.
Actions bind Customer. Every action an AI app takes through a connection binds Customer (section 2.4).
AI apps are third-party services, not part of the Service.
- Information that answers a User's request is sent to the AI app.
- Once it's there, the AI provider's terms and privacy policy govern it.
- We aren't responsible for an AI app's output, availability or handling of data.
- Customer must make sure its use of each AI app is allowed by that app's terms.
Records. We record each request: who made it, which app, what kind of request, when, the result, and a short summary with fields that look secret removed. We keep these records for 90 days to secure and support the Service. Customer's admins can see recent activity.
Limits. We set usage limits for AI connections and may change them.
Pausing and ending connections.
- We may limit, pause or end any AI connection at any time. That includes doing it automatically when activity looks like probing, scraping or other misuse.
- A paused person, or all AI connections of a company, may stay off until we have reviewed it. Only we can lift such a pause.
Restrictions.
- AI connections may not be used for anything section 7 or the AUP forbids.
- They may not be used to collect Customer Data, or data about our Service, to train AI models.

8.3 Our AI providers. To provide AI features, we send the content needed to AI service providers that work for us (see the Privacy Policy). They may use it only to provide their service to us and to detect abuse. They may not use it to train their models.

8.4 Safety controls. Customer and its Users must not try to override, disable or get around the safety controls or instructions of our AI features or AI connections. That includes jailbreaking or prompt injection.

8.5 Disclosure. Where the law requires, Customer must tell the people it contacts that a message was written or sent automatically.

9. Operations and compliance are Customer's

9.1 Compliance.

Customer is solely responsible for safe operation and for complying with all transportation laws. These include:
- FMCSA and DOT rules: hours of service, ELD use, driver qualification files, drug and alcohol testing, inspection and maintenance;
- IFTA, IRP, UCR and heavy-vehicle use tax;
- permits, hazardous materials rules, insurance and filings.
Our tools are aids. The Service's reports, alerts, reminders, scores, calculations and suggestions only help.
Verify first. Customer must check every report and figure before relying on it or filing it.

9.2 Not an ELD. Hours of service shown in the Service come from the ELD or from other sources, and may be late or wrong. The official record of duty status is the one in the ELD.

9.3 A driver aid only.

Supervision. The Service is a driver aid and needs active supervision by Customer's people.
Don't wait for alerts. Customer must never rely on, or wait for, an alert.
No use while driving. Customer must instruct its drivers not to use the driver app while driving, and to follow 49 CFR 392.80 and 392.82.

9.4 Routes and estimates.

Routes and maps may be wrong. They may not account for truck restrictions such as heights, weights, hazardous materials or closures. Drivers must follow road signs and the law.
Estimates. These are estimates only:
- ETAs and late-risk predictions;
- fuel plans and fuel prices;
- toll amounts;
- weather;
- mileage.

9.5 Not an emergency service. The Service doesn't call 911 or emergency services, and must not be relied on in an emergency.

9.6 Messages in Customer's name.

Whose they are. Messages and emails sent through the Service in Customer's name are Customer's. That includes messages to drivers, brokers, shippers, customers and job applicants.
Customer's responsibility. Customer approves them and is responsible for their content, consents and opt-outs, and for following the TCPA, CAN-SPAM and state laws.
Fines. Customer pays any fines that carriers or regulators impose.
Our right. We may block or throttle messages.

9.7 Electronic signatures and acceptances.

They bind Customer. When a User signs, accepts or submits something through the Service, it is Customer's signature or acceptance and binds Customer. That includes rate confirmations, load offers, invoices and other documents.
Authorization. Customer authorizes its Users to do this.
Our role. We aren't a party to those documents, and we don't check the other side's terms or authority.

9.8 Driver pay.

Pay and settlement calculations follow Customer's settings and data.
Customer is responsible for:
- accurate pay;
- wage and hour laws and worker classification;
- leasing rules (49 CFR Part 376);
- deductions and tax reporting.
We don't pay drivers or hold funds.

9.9 Invoices and collections. Invoices made in the Service are Customer's. We aren't responsible for:

payment by brokers or shippers;
factoring arrangements;
detention, layover or TONU disputes.

9.10 Accurate data. Entering or submitting false or misleading data is a breach of these Terms, even if done carelessly.

9.11 Losses we don't cover. We aren't responsible for any of the following:

accidents, injuries or deaths;
cargo loss, damage or theft;
fines, penalties, citations or out-of-service orders;
safety ratings or scores, or insurance premiums;
lost or delayed loads, detention, layover or missed appointments;
claims between Customer and anyone else.

10. Integrations and third-party services

10.1 Third-party services. The Service connects to services run by others:

ELD and telematics providers;
fuel card providers;
email providers, and the email-connection service we use;
Telegram;
maps;
AI apps;
payment processors;
FMCSA and other public data.

They are governed by their own terms and provided as they are. Customer is responsible for having the right to connect them. We may stop supporting any integration.

10.2 Authority to exchange data. When Customer connects a service, it authorizes us to exchange data with it on Customer's behalf. We may rely on any instruction or authority that a third-party service reports to us.

10.3 Third-party data. Data from public or third-party sources may be wrong or out of date, for example FMCSA records, places data and fuel prices.

10.4 Telegram. We run company bots under Telegram's terms. Telegram may limit or block them, and we aren't responsible for that.

11. Security research

Reporting. Report security problems to security@oculusfreight.com. Give us reasonable time to fix them before telling anyone else.
Permission first. Testing the Service for vulnerabilities needs our written permission.
Rules even with permission:
- use only your own account and data;
- don't access, change or delete anyone else's data;
- don't disrupt the Service;
- stop, and tell us, as soon as you find a problem.
Our commitment. We won't take legal action over good-faith research that follows these rules.
Outside these rules. Testing outside these rules is unauthorized access, and we may pursue every remedy, including under computer-misuse laws.

12. Our property, feedback and publicity

12.1 Ownership. We and our licensors own the Service. That includes its software, models, prompts, tool descriptions, designs, documentation and help content, Service Data, De-identified Data, and every improvement and derivative, including those based on feedback. There are no implied licenses.

12.2 Feedback.

Customer assigns to us all rights in any feedback, suggestions or ideas it or its Users give us.
Where an assignment isn't possible, Customer gives us a license to use them for any purpose without attribution. That license is perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable.

12.3 Publicity.

We may name Customer as a customer and use its name and logo in customer lists, on our website and in marketing, unless Customer opts out by writing to help@oculusfreight.com. An opt-out covers materials made after we receive it.
Customer may not announce or publicize its relationship with us, or use our names or marks, without our written consent.

13. Confidentiality

13.1 Our confidential information. Our confidential information is our non-public information, including:

features, betas and roadmaps;
prices in Order Forms;
security information;
AI prompts and tool descriptions;
documentation, and the terms of any Order Form;
anything marked confidential, or that a reasonable person would understand to be confidential.

13.2 Customer's duties. Customer must:

use our confidential information only to use the Service;
protect it with at least reasonable care;
share it only with Users and advisers who are bound to keep it confidential;
return or destroy it when we ask.

These duties last 5 years after disclosure. For trade secrets, they last for as long as the information remains a trade secret.

13.3 Our duties. Our duties for Customer Data are in sections 4 and 5 and in the Privacy Policy.

13.4 Residuals. We may use ideas, concepts, know-how and techniques that our personnel keep in their unaided memory, but not Customer Data.

13.5 Exceptions. Confidential information doesn't include information that is:

public;
already known to the recipient;
independently developed;
lawfully received from someone else.

Either party may disclose confidential information when the law requires it, with notice to the other where the law allows.

14. Suspension

14.1 When we may suspend. We may suspend all or part of the Service, or any User, at any time, immediately and without notice, for any reason. Typical reasons are: a. there is a Security Emergency; b. we believe or suspect a breach of section 7 or 8; c. payment is overdue; d. the law or a regulator requires it; e. Customer's FMCSA operating authority is revoked, suspended, inactive or doesn't cover its operations, or we see signs of fraud, identity theft or account takeover; f. use of the Service may expose us, our providers or other customers to liability or harm; g. a third-party service requires it.

14.2 How suspension works.

Notice. We don't have to give notice first. We'll tell Customer when that is practical.
Fees. Fees continue during a suspension.
Liability. We aren't liable for suspending in good faith.
Restoring access. We restore access when the problem is resolved to our satisfaction, and we may require proof that it is.

15. Term and termination

15.1 Term. The subscription lasts for the term in the Order Form, or month to month, and renews under section 6.5.

15.2 Cancellation by Customer.

When it takes effect. Customer may cancel at any time. It takes effect at the end of the current term.
Committed terms. For a committed term, fees keep running on their normal schedule until the term ends. Cancelling doesn't make them due early.
No refunds, except under section 6.4.

15.3 Our right to end the agreement at any time.

We may end the agreement, close Customer's account, or stop serving any User, at any time, immediately and without notice, for any reason.
If we do this without cause, we refund prepaid fees for the unused period.

15.4 Ending for cause. We may also end the agreement for cause, immediately and without notice, if any of these happens:

Customer breaks section 7, 8 or 13;
an amount is more than 30 days overdue;
Customer breaks any other term and doesn't fix it within 10 days of notice;
Customer becomes insolvent, files for bankruptcy or makes an assignment for the benefit of creditors;
Customer's operating authority is revoked;
Customer becomes a Competitor, or is acquired by one.

Ending the agreement for cause gives no refund.

15.5 What happens at the end.

Customer's rights end.
All unpaid fees become due.
If we end the agreement for cause (section 15.4), all fees for the rest of a committed term become due at once, to the extent the law allows.
Section 4.9 governs Customer Data.
Sections that by their nature should continue do continue. That includes sections 4.3–4.4, 4.9–4.10, the amounts due under section 6, 7.4–7.5, 12, 13, 15.5, and 16–22.

15.6 Our breach.

When Customer may end the agreement. Customer may end it for our material breach only if we don't fix the breach within 30 days of detailed written notice.
Remedy. We then refund prepaid fees for the unused period. Otherwise, Customer's only remedies for dissatisfaction are the 60-day money-back in section 6.4, where it applies, and to stop using the Service and cancel.

16. Disclaimers

THE SERVICE, ALL OUTPUT AND ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT.

WE DON'T WARRANT THAT THE SERVICE OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE. WE DON'T WARRANT THAT IT WILL MEET CUSTOMER'S REQUIREMENTS, OR ACHIEVE ANY RESULT: SAVINGS, COMPLIANCE, SAFETY OR EFFICIENCY.

THE SERVICE IS NOT DESIGNED OR PERMITTED FOR USES WHERE A FAILURE COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL OR PROPERTY DAMAGE. CUSTOMER ASSUMES ALL RISK OF SUCH USES.

17. Limitation of liability

17.1 Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, WE ARE NOT LIABLE, UNDER ANY THEORY AND HOWEVER CAUSED, EVEN IF TOLD OF THE POSSIBILITY, FOR ANY OF THE FOLLOWING:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES;
LOST PROFITS, REVENUE, BUSINESS, LOADS, FREIGHT, GOODWILL, DATA OR USE;
THE COST OF SUBSTITUTE SERVICES;
DETENTION, LAYOVER OR MISSED APPOINTMENTS;
FINES, PENALTIES, CITATIONS OR OUT-OF-SERVICE ORDERS;
SAFETY RATINGS OR SCORES, OR INSURANCE PREMIUMS;
CARGO LOSS OR DAMAGE, OR ACCIDENTS.

17.2 Cap.

Paid subscriptions. OUR TOTAL LIABILITY FOR ALL CLAIMS TOGETHER IS LIMITED TO THE FEES CUSTOMER ACTUALLY PAID US FOR THE SERVICE IN THE 6 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE FIRST CLAIM.
Free, trial and beta use. THE LIMIT IS US$100.

17.3 Customer's liability isn't limited for:

fees owed;
its indemnities under section 18;
breaches of section 7, 8 or 13;
infringing or misappropriating our intellectual property.

17.4 Basis of the bargain.

These limits are an essential part of the bargain and are reflected in the price.
They apply even if a remedy fails of its essential purpose.
They apply only to the extent the law allows.

17.5 Who they protect. These limits, and those in section 16, also protect our affiliates, licensors and suppliers.

18. Indemnity

18.1 Customer's indemnity. Customer will defend, indemnify and hold harmless Oculus Freight, its affiliates, and their officers, employees, contractors and agents.

It covers all claims, demands, actions, proceedings, investigations, losses, damages, fines, penalties, settlements, costs and expenses, including reasonable attorneys' fees, expert fees and our personnel's time at our then-current rates. These must arise from or relate to:

a. Customer Data, or Customer's instructions; b. use of the Service by Customer or its Users, including through AI apps, agents, integrations and scripts; c. Customer's operations, including transportation, vehicles, drivers, owner-operators, cargo, accidents, injuries, deaths, property damage, employment and pay; d. messages, documents, signatures and submissions made through the Service in Customer's name; e. a breach of these Terms, the AUP or the law by Customer or its Users; f. any claim against us by a User, driver, owner-operator, broker, shipper, customer or other third party that relates to Customer; g. any dispute between Customer and anyone else; h. any regulatory investigation or proceeding relating to Customer.

18.2 Our own negligence.

Negligence is covered. THIS INDEMNITY APPLIES EVEN IF A CLAIM IS ALLEGED, OR FOUND, TO ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF OCULUS FREIGHT OR ITS PERSONNEL.
Exception. It doesn't cover losses a court finally decides were caused by our gross negligence or willful misconduct.

18.3 How a claim is handled.

Notice. We'll tell Customer about a claim promptly. A late notice relieves Customer only to the extent it is harmed by the delay.
Defense. Customer controls the defense, with counsel we accept.
Our own counsel. We may take part with our own counsel at our cost, or at Customer's cost if there is a conflict.
Settlements. Customer may not settle in a way that admits fault for us, or puts obligations on us, without our consent.

18.4 No indemnity from us. We give no indemnity under these Terms. Any indemnity from us must be in an Order Form signed by both parties.

19. Disputes, arbitration and class action waiver

19.1 Informal resolution first.

Send a notice describing the dispute to legal@oculusfreight.com.
The parties then have 60 days to try to resolve it before filing anything.
This doesn't apply to collection actions or to requests for injunctions.

19.2 Binding arbitration.

How. Disputes arising from or relating to these Terms or the Service are resolved by binding arbitration. It is run by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, in English.
Where. In Medina, Ohio, or by video where the arbitrator allows.
Confidentiality. The arbitration is confidential.
Law. The Federal Arbitration Act governs this section.
Scope. The arbitrator decides whether a dispute must be arbitrated, except for questions about sections 19.3 and 19.4. This section also covers disputes that arose before Customer accepted these Terms.
The award. The award is final, and judgment on it may be entered in any court.

19.3 Class action waiver.

Individual claims only. Claims may be brought only individually, never as a class, collective, consolidated or representative action.
If the waiver fails. If this waiver is found unenforceable for a particular claim, that claim goes to court instead of arbitration, and is stayed until the individual claims are decided.

19.4 Mass filings.

Batches. If 25 or more similar demands are filed by, or with the help of, the same law firm or coordinated parties, they are decided in batches of 25. Where the AAA Mass Arbitration Supplementary Rules apply, they are used.
Time limits. Limitation periods pause while a claim waits for its batch.

19.5 What can go to court.

Small claims. Either party may bring an individual small-claims action.
Collections. We may bring a collection action in any competent court.
Injunctions. Either party may ask a court for an injunction or other equitable relief to stop misuse of intellectual property or confidential information, or a breach of section 7 or 8.

19.6 JURY WAIVER. WHERE A CLAIM GOES TO COURT, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

19.7 Governing law and venue.

Law. These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law rules.
Venue. Court proceedings belong exclusively in the state courts of Medina County, Ohio, or the federal courts for the Northern District of Ohio. Customer consents to their jurisdiction.

19.8 Time to bring a claim. Any claim must be brought within one year after it arises, or it is permanently barred.

19.9 Attorneys' fees. The prevailing party in any action to enforce these Terms recovers its reasonable attorneys' fees and costs. This includes collection actions.

20. Changes to these Terms

20.1 How changes take effect.

We may change these Terms at any time.
Material changes that are adverse to Customer take effect 30 days after notice by email to an admin or in the Service.
Other changes take effect when they are posted.
The AUP and our other policies may change when posted.

20.2 Customer's options.

Acceptance. Using the Service after a change takes effect accepts it. Admins may also be asked to accept it in the Service.
Cancelling instead. If Customer doesn't agree with a material adverse change, its remedy is to cancel before the change takes effect. We then refund prepaid fees for the unused period.

20.3 Signed Order Forms. An Order Form signed by both parties changes only by a signed amendment.

21. General

21.1 Assignment.

By Customer. Customer may not assign or transfer this agreement without our prior written consent. That includes by merger, change of control or operation of law.
By us. We may assign it freely, to an affiliate or as part of a merger, acquisition, reorganization or sale of assets. We are released once we assign it.

21.2 Change of control. Customer must tell us within 30 days of any change of control. If the new owner is a Competitor, we may end the agreement.

21.3 Notices.

To Customer. By email to an admin, or in the Service. A notice is effective when sent, whether or not it is received.
To us. Notices of breach, indemnity claims and disputes count only if sent both by email to legal@oculusfreight.com and by courier to Oculus Freight LLC, 431 West Liberty, Unit 107, Medina, OH 44256.

21.4 Electronic communications. Customer agrees to receive communications and sign electronically. Electronic records and signatures meet every legal requirement for a writing or a signature.

21.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control. Payment obligations are not excused. These events include:

outages of third-party services: ELD, AI, Telegram, email or cloud;
cyberattacks and internet failures;
labor disputes;
government action;
epidemics;
war.

21.6 Export and sanctions.

Representation. Customer represents that neither it nor any of its Users:
- is located in, organized in, or ordinarily resident in a country or region under comprehensive US sanctions;
- is on a US government list of prohibited or restricted parties.
Promises. Customer won't allow access from those places, or export anything in breach of the law.

21.7 Anti-corruption. Customer hasn't offered or received, and won't offer or receive, any bribe or improper payment in connection with this agreement.

21.8 US government users. The Service is "commercial computer software" and "commercial computer software documentation" (FAR 12.212; DFARS 227.7202).

21.9 Independent parties. No partnership, agency, employment, franchise or joint venture is created.

21.10 Third-party beneficiaries. There are none, except our affiliates, licensors and suppliers under sections 16–18.

21.11 Severability. If any provision is unenforceable, it is changed to the minimum extent needed to make it enforceable, and the rest stays in effect.

21.12 No waiver. Not enforcing a right isn't a waiver of it.

21.13 Entire agreement and no reliance.

These Terms, the Order Forms and the documents they refer to are the entire agreement.
Customer hasn't relied on any statement that isn't in them, including statements about future features.

21.14 Interpretation.

"Including" means "including without limitation".
Headings are for convenience only.
These Terms will not be read against either party as the drafter.

21.15 Our discretion. Where these Terms let us decide something, we decide in our sole discretion, within the limits of the law.

21.16 Language. The English version controls. Translations are for convenience only.

22. Definitions

"AI app": a third-party AI application, assistant or agent, such as Claude or ChatGPT, that a User connects to the Service.
"AI connection": a connection between an AI app and the Service.
"Competitor": any person or business, or anyone acting for one, that makes, offers or sells, or is preparing to offer, any of these:
- transportation-management, fleet-management, telematics or ELD software;
- dispatch, freight-matching or load-board software;
- carrier-compliance, driver-recruiting or freight-billing software;
- AI agents for trucking operations.
"Customer Data": section 4.1.
"De-identified Data": section 4.3.
"Order Form": an order, quote or checkout page for the Service that Customer accepts.
"Output": content the Service or its AI features produce for Customer.
"Security Emergency": any use of the Service that we reasonably believe:
- threatens the security, integrity or availability of the Service or of anyone's data;
- creates a credible risk of harm to anyone;
- infringes or misappropriates anyone's rights;
- may expose us, our providers or other customers to liability.
"Service": the Oculus Freight website, carrier app, driver app, Telegram bots, AI features, AI connections, APIs, exports and related services.
"Service Data": section 4.4.
"Users": section 2.3.

23. Contact

Oculus Freight LLC · 431 West Liberty, Unit 107, Medina, OH 44256 · help@oculusfreight.com · legal@oculusfreight.com · security@oculusfreight.com

Oculus Freight Terms of Service