Terms and Conditions

1. Agreement and scope

These Terms and Conditions ("Terms") govern access to and use of the BrokerOne.ai transportation brokerage software platform and related services (the "Service"), provided by Broker AI LLC, doing business as BrokerOne.ai ("BrokerOne," "we," "us," or "our").

"Customer" means the business subscribing to the Service. "You" means the Customer or an authorized user, as applicable. By accepting these Terms through the account registration process or signing an order form that incorporates them, you agree to these Terms. If you accept on behalf of a business, you represent that you have authority to bind that business. Do not create an account if you cannot accept these Terms.

The subscription fees, features, limits, and subscription period are specified in the applicable order form or checkout terms accepted by the Customer (the "Order"). A signed agreement expressly governing the Service controls over conflicting provisions in these Terms. An Order controls commercial details; a data processing agreement controls conflicting data processing obligations.

Receiving an SMS or a shipment notification alone does not make a vendor or driver a subscribing Customer or impose subscription payment obligations on them.

2. Eligibility and accounts

The Service is intended for business use in the United States. Account holders must be at least 18 and authorized to act for the applicable business. You must provide accurate account information, keep it current, protect your credentials, and promptly notify us of suspected unauthorized access at support@brokerone.ai.

Customers are responsible for managing their authorized users, assigning appropriate access, and removing access when it is no longer needed. Customers are responsible for activities their users authorize through their accounts, except to the extent caused by BrokerOne's breach of its obligations.

3. Service access and transportation responsibilities

Subject to these Terms and the applicable Order, BrokerOne grants the Customer a limited, nonexclusive, nontransferable right for its authorized users to access the Service during the subscription period for its business operations.

The Service provides software for transportation workflows, shipment information, communications, and related features. Purchasing a subscription does not purchase transportation, cargo insurance, a performance bond, or a guarantee that a shipment will be accepted or delivered.

Customers remain responsible for their transportation decisions, carrier selection and verification, operating authority, insurance, rates, contracts, shipment instructions, and compliance obligations. A record, notification, or automated suggestion in the Service does not independently verify a carrier's authority, insurance, safety, or payment reliability.

Transportation agreements remain between the parties entering those agreements. BrokerOne does not become a party to a shipment contract merely because it provides the software used to create or communicate it. These Terms do not eliminate any duties imposed on BrokerOne by law or by a separate agreement.

Broker AI LLC provides software only. It does not arrange transportation, dispatch as an agent, collect freight charges on behalf of others, or operate as a motor carrier, broker, or freight forwarder.

4. Subscriptions, fees, and payment

The Customer agrees to pay the fees expressly disclosed in its Order, including any agreed usage charges. Fees are stated in U.S. dollars unless the Order states otherwise. Applicable taxes are the Customer's responsibility, except taxes on BrokerOne's income.

Any recurring payment authorization must be presented and accepted during checkout or in the Order. These Terms alone do not authorize undisclosed fees or recurring charges. Changes to fees apply prospectively after notice and in accordance with the applicable Order.

Billing frequency, payment due dates, included usage, any SMS or AI overage rates, automatic renewal terms, renewal notice, the cancellation method and deadline, the refund policy, and the treatment of prepaid fees are set out in the applicable Order.

For a billing question or cancellation request, contact support@brokerone.ai. The Customer must pay undisputed amounts when due. BrokerOne will work in good faith to resolve disputed charges. Suspension for nonpayment is subject to Section 14.

5. Customer data and permissions

"Customer Data" means information submitted to or processed through the Service on the Customer's behalf, including contact details, company information, shipment and driver information, location data, documents, payment details, and communications.

As between the parties, the Customer retains its rights in Customer Data. The Customer grants BrokerOne permission to host, process, transmit, and display Customer Data as necessary to provide and secure the Service, follow authorized instructions, and meet applicable legal obligations. This permission does not transfer ownership of Customer Data to BrokerOne or authorize its sale.

The Customer represents that it has the rights, notices, and permissions required to submit Customer Data and instruct BrokerOne to process it. The Customer must restrict disclosure to appropriate recipients and must not upload information it is prohibited from sharing.

Our collection and use of personal information is described in the BrokerOne Privacy Policy. Where appropriate, the parties will enter a data processing agreement addressing processing performed on the Customer's behalf. Accepting these Terms is not a substitute for a person's SMS or location-sharing consent.

6. Email and SMS program

Program name: BrokerOne shipment updates and customer support.

The Service supports email and SMS communications with Customers and their vendors and drivers about shipment activity, order updates, location-sharing requests, and customer support. This notification program is not for promotional or marketing messages.

Recipients may select email, SMS, or both where offered. SMS frequency varies based on shipment activity and support needs. Message and data rates may apply. SMS consent is optional and is not a condition of purchasing a subscription, although declining SMS means updates must be coordinated through another available channel.

Customers must obtain and document the recipient's consent before enrolling that person in notifications. Consent must identify the sender and message purposes. A Customer's consent does not authorize messages to its vendors, employees, or drivers. A purchased contact list or a phone number on a shipment document is not proof of consent.

The Service does not provide a consent field, checkbox, or upload on contact, carrier, driver, or vendor records, and it does not store consent records. Customers must therefore capture and retain their own evidence of consent outside the platform.

Customers using Twilio through the Service must obtain prior express written consent from downstream recipients as required by Twilio's applicable messaging policy. Other provider requirements also apply to the channels used. Customers must retain consent evidence for the applicable required period and supply it when reasonably requested to resolve a complaint or provider inquiry.

Opt-out: Recipients may reply STOP to the sending number to stop SMS messages from that sender, or contact support@brokerone.ai to withdraw consent. Automatic STOP processing is available only on the driver-tracking SMS that BrokerOne sends through Twilio. Messages sent through a customer-connected provider, such as RingCentral or Dialpad, do not process STOP automatically, and the Customer is responsible for receiving and honoring opt-outs on those channels. One final confirmation may be sent. Further SMS messages require valid renewed consent. Customers must honor withdrawals and must not evade an opt-out by switching numbers or providers.

Help: Contact support@brokerone.ai or +1 (513) 309-7498. Replying HELP is not supported. Email notification preferences may be changed by contacting the sender or support@brokerone.ai.

Messages may be delayed, filtered, or undelivered because of carrier availability, network conditions, device settings, or other factors. Wireless carriers are not liable for delayed or undelivered messages. The Service is not an emergency communications service.

SMS numbers and opt-in information may be processed by communication providers to operate the program. The Customer may not sell, rent, or transfer SMS consent or use it for unrelated senders or purposes. Further details appear in the Privacy Policy.

7. Driver location sharing

Drivers may receive an SMS inviting them to share their current location for tracking an associated order. A driver must separately authorize location sharing. Receiving a message or accepting these Terms does not itself grant device location permission.

Customers must explain the purpose, recipients, duration, and nature of location tracking before obtaining consent. They must not use the Service for covert tracking or tracking unrelated to the authorized shipment purpose. Access to location information must be restricted to appropriate shipment participants.

Location sharing is an ongoing session, not a single reading. It begins only when the driver opens the link, taps "Share my location," and grants browser location permission, and it reports position roughly every 30 seconds to every few minutes while the shipment is in transit. The session ends when the driver taps the stop-sharing button, closes the tracking page, texts a dropoff keyword, sends a proof-of-delivery photo, or the load is completed.

The tracking link is not authenticated. Any person holding the link can view the driver's live location while the session is active. Customers are responsible for controlling how tracking links are distributed and must not forward them to parties who should not see the driver's position.

Drivers may decline a request, stop an active session using the stop-sharing button on the tracking page, or revoke location permissions using the applicable browser or device controls. SMS opt-out and location permission are separate controls. Revoking permission does not automatically erase information already collected.

Location information may be unavailable, delayed, or inaccurate. It does not independently establish delivery, cargo condition, driver compliance, or the safety of a route. Drivers must not interact with tracking links or messages while operating a vehicle when doing so would be unsafe or unlawful.

8. AI features and automated actions

BrokerOne uses OpenAI for AI functionality, including email drafting and replies, record summaries, import field-mapping, and automations that handle SMS conversations, lead capture, quoting, and reading documents and photos. Depending on the feature, relevant inputs may be transmitted to OpenAI as described in the Privacy Policy and any applicable data processing agreement. Where a Customer connects its own mailbox, AI features may read that mailbox's contents. Where a Customer supplies its own OpenAI key, that Customer's OpenAI account settings and its agreement with OpenAI govern the processing.

AI-generated content may be inaccurate, incomplete, or unsuitable for a particular shipment. Customers must review outputs before relying on them for rates, contracts, carrier selection, payments, regulatory decisions, or other consequential actions. AI output is not legal, insurance, safety, or regulatory advice.

Where the Customer enables an automated workflow, the Customer authorizes actions only within the permissions and instructions it configures. The Customer must review recipients, action permissions, and approval settings before activation. BrokerOne remains responsible for its own contractual and legal obligations.

The Customer may use outputs for its business purposes, subject to applicable law and third-party rights. Outputs may not be unique. No promise about AI model training, provider retention, or output ownership beyond rights actually available from the provider is created by these Terms.

9. Third-party services

The Service may use or connect with Gmail, Outlook, Resend, Twilio, RingCentral, Dialpad, OpenAI, and other supported providers. Availability depends on the applicable feature and configuration.

Customers connecting their own third-party accounts authorize the access needed for the selected integration and must comply with that provider's terms. Third-party outages, limits, or changes may affect functionality. BrokerOne does not control independently operated third-party services, but this provision does not excuse its obligations concerning providers it engages to deliver the Service.

10. Acceptable use

You must not:

• Send unsolicited, misleading, harassing, fraudulent, or unlawful communications.
• Impersonate a person or business, falsify shipment records, or submit fraudulent payment or carrier information.
• Access another customer’s information without authorization or circumvent access controls, rate limits, consent controls, or opt-outs.
• Upload malicious code, interfere with the Service, or attempt to extract credentials or confidential information.
• Track a person without required consent or disclose shipment and location information to unauthorized parties.
• Infringe intellectual property or privacy rights or use the Service in violation of applicable law.
• Resell access, copy the Service, or reverse engineer its proprietary components, except to the extent expressly permitted by law or a written agreement.

11. Intellectual property and confidentiality

BrokerOne and its licensors retain rights in the Service, software, branding, and documentation. No rights are granted except the access rights expressly stated in these Terms. Customer Data remains subject to Section 5.

Each party will protect the other's nonpublic business information with reasonable care and use it only to perform or exercise rights under the agreement. Disclosure is permitted to personnel and service providers who need it and are subject to appropriate confidentiality obligations, or when legally required. Where legally permitted, the receiving party will give notice of compelled disclosure.

These duties do not apply to information lawfully known without restriction, independently developed, lawfully received from another source, or made public without breach. Confidentiality duties continue after termination while the information remains confidential.

12. Security, retention, and records

BrokerOne uses encryption at rest and in transit for information stored and transmitted by the platform. Ordinary SMS and email are not represented as end-to-end encrypted. Customers must secure their devices, accounts, connected services, and exported information.

BrokerOne does not apply a fixed retention period to Customer Data. Information is retained for as long as the account is active and afterwards as required by law, as described in the Privacy Policy. Deleting a record in the Service hides it from the interface rather than erasing it, and the Service does not currently de-identify or automatically purge stored records.

The Service does not provide a self-service data export, and cancellation suspends access to the account. A Customer that needs a copy of its records should request one before access ends.

Customers are responsible for retaining records they must preserve under applicable transportation, tax, contractual, or other requirements. BrokerOne's retention practices do not shorten those obligations. Consent evidence and opt-out records may require different retention periods. Customers should maintain appropriate independent copies of required business records.

13. Availability and changes

BrokerOne may maintain, update, or modify the Service. Except as expressly agreed in a service-level agreement, no particular uptime, support response time, or uninterrupted availability is guaranteed. BrokerOne will give reasonable advance notice of changes that materially reduce paid core functionality during a committed subscription term, except when urgent security or legal needs prevent it.

If BrokerOne permanently discontinues a paid Service during a prepaid committed term, the Customer may terminate the affected Service and receive a proportionate refund of unused prepaid fees, unless an applicable signed agreement provides otherwise.

14. Suspension and termination

Either party may terminate for a material breach that remains uncured for 30 days after written notice. BrokerOne may immediately restrict affected access where reasonably necessary to address unlawful activity, a security threat, serious misuse, or a legal or provider requirement. BrokerOne will provide notice where lawful and practicable and limit the restriction to what is reasonably needed.

For overdue undisputed payments, BrokerOne may suspend access after written notice and a reasonable opportunity to pay. Cancellation at the end of a subscription term follows the Order's cancellation procedure. Cancellation does not erase payment obligations already incurred.

On termination, access rights end. Data return and deletion follow Section 12 and any offboarding terms agreed in the Order. Confidentiality, accrued payment obligations, intellectual property rights, liability provisions, and dispute provisions survive as applicable.

15. Warranties and disclaimers

Each party represents that it has authority to enter the agreement. Except for express commitments in a signed agreement and to the extent permitted by law, the Service is provided "as is" and "as available." BrokerOne disclaims implied warranties of merchantability, fitness for a particular purpose, and noninfringement.

BrokerOne does not warrant that AI outputs, location data, shipment estimates, or third-party records will be accurate, complete, or continuously available. Nothing in these Terms excludes a warranty or remedy that cannot lawfully be excluded.

16. Limitation of liability

Proposed commercial allocation for review: To the extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits or business opportunities, arising from this agreement.

Subject to the exceptions below, each party's aggregate liability arising from the agreement will not exceed the fees paid or payable by the Customer for the Service during the 12 months preceding the event giving rise to the claim.

These exclusions and the cap do not limit fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, liability that cannot lawfully be limited, or the Customer's obligation to pay properly due fees. A signed agreement may establish separate limits for confidentiality, data protection, or indemnification obligations. The cap does not remove rights a person has directly under applicable privacy law.

17. Third-party claims

Subject to Section 16, the Customer will defend BrokerOne against third-party claims arising from the Customer's unlawful communications, unauthorized tracking, or infringement by Customer Data, and pay resulting damages and reasonable settlement amounts. This obligation does not apply to the extent a claim results from BrokerOne's breach, negligence, or misconduct.

BrokerOne must promptly notify the Customer of a claim, provide reasonable cooperation at the Customer's expense, and permit the Customer to control the defense with suitable counsel. The Customer may not agree to a settlement imposing liability, an admission, or nonmonetary obligations on BrokerOne without its written consent, which will not be unreasonably withheld.

18. Governing law and disputes

These Terms are governed by the laws of Florida, excluding its conflict-of-law rules. Subject to applicable mandatory law, disputes will be brought in the state or federal courts located in Broward County, Florida, and the parties consent to those courts' jurisdiction.

Before filing a claim, the parties will attempt in good faith to resolve it through written notice and discussion for 30 days. This does not prevent urgent injunctive relief, stop a party from preserving a claim before a deadline, or restrict nonwaivable rights. These Terms do not require arbitration or waive participation in a class action.

19. Updates and general terms

BrokerOne will provide notice of material changes to these Terms before they take effect. Changes apply prospectively and do not retroactively alter accrued rights. For committed subscriptions, materially adverse contractual changes take effect at renewal unless the Customer expressly agrees earlier or applicable law requires a different approach. Where required, BrokerOne will obtain renewed acceptance.

Neither party is responsible for delays caused by events beyond its reasonable control, except payment obligations already incurred. The affected party must take reasonable steps to reduce the impact.

The parties are independent contractors. Neither may bind the other without express authority. Neither party may assign the agreement without consent, except to a successor in a merger, reorganization, or sale of substantially all relevant assets that assumes the agreement's obligations.

If a provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver. These Terms and applicable Orders and signed agreements form the entire agreement concerning the Service.

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