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. These Terms shall be deemed accepted upon Client’s execution of a linked MSA, SOW or Order Form and shall become an integral part of any such agreement.

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. The Platform may initiate, respond to, or manage communications in line with logic and conditions configured by the Client. Platform access is provided solely for the Client’s internal business use during the applicable subscription period.

(b) Scope and Modifications. The scope of services, deliverables, feature sets, customization, integrations, and performance expectations shall be documented in a mutually agreed SOW. The SOW shall detail specific configurations, workflow automations, implementation phases, and any third-party integrations and will be incorporated into this Agreement by reference.

(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, unless stated otherwise.

(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 from the due date until paid.

(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, which shall be the Client's responsibility.

(e) Condition of Service. Ten8’s performance of any obligations is conditioned upon timely payment. Ten8 reserves the right to suspend access or service for non-payment.

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 that references or links to them. Unless otherwise specified in such MSA, SOW or Order Form, the initial term of these Terms shall be one (1) year from the effective date. Thereafter, these Terms shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

(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 of receiving written notice.

(c) Termination for Convenience. Either party may terminate this Agreement for any reason with thirty (30) days’ prior written notice. Client shall pay for all accrued services and authorized work through the termination date.

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, including but not limited to its architecture, algorithms, AI models, workflows, source code, data structures, documentation, enhancements, updates, and derivative works. This also includes any system logic, tools, processes, or technologies developed or refined during the term of this Agreement, whether independently by Ten8 or in collaboration with the Client.

Nothing in this Agreement shall be construed to grant the Client any rights or licenses in or to the Platform or its components, except as expressly stated. All such rights are expressly reserved by Ten8.

(b) Client Data. Client retains all rights to its uploaded data, files, configurations, and business records. Client grants Ten8 a worldwide, royalty-free, limited, non-exclusive license to use such data solely for providing the Services. Ten8 may also process anonymized and aggregated data to improve platform performance. Client represents and warrants that it has all necessary rights to grant Ten8 the foregoing licenses.

(c) Feedback..Client may, from time to time, provide Ten8 with suggestions, comments, or other feedback relating to the Platform and Services (“Feedback”). Ten8 shall be free to use, disclose, reproduce, license, or otherwise exploit such Feedback without restriction. Accordingly, Client hereby grants Ten8 a perpetual, irrevocable, worldwide, royalty-free, fully transferable, and sublicensable license to use and incorporate the Feedback into its products and services, without any obligation or compensation to Client. Client further waives any moral rights or other claims arising from or related to Ten8’s use of such Feedback.

5. Client Responsibilities

(a) IT Access and Support. Client shall grant Ten8 necessary access to Client’s IT environment, including APIs, workstations, servers, telecom systems, and any relevant tools or configurations required for Platform integration.

(b) Compliance with Laws. Client shall be solely responsible for ensuring that its use of the Services and Platform complies with all applicable international, federal, state, and local laws, regulations, and industry standards. This includes, without limitation:: i. Telemarketing rules and DNC compliance; ii.Email and SMS marketing laws, including but not limited to obtaining valid opt-in consent and honoring opt-out requests as required by applicable law; iii. Scrubbing phone numbers and validating contact lists every 31 days or as required by law.

(c) Consent and Authorization. The Client acknowledges and agrees that the Platform may initiate communications (including phone calls or emails) on the Client’s behalf. The Client shall ensure that all recipients have been provided with any notices required under applicable law, including but not limited to notice of potential automated communications, and that such recipients have given any legally required consent prior to being contacted.

The Client warrants that it has obtained all necessary consents, permissions, and lawful bases for contacting recipients through the Platform and for providing any data to Ten8 in connection with the Services. The Client further warrants that it shall not request or cause the Platform to initiate any communication in violation of applicable laws or without proper authorization..

(d) Responsibility for Content. The Client assumes all responsibility for the content, timing, and legality of communications initiated through the Platform. Ten8 shall have no liability for any communications made without proper notice, consent, or lawful basis..

(e) Third-Party Claims. Client shall indemnify Ten8 from any claims, damages, or fines arising out of the Client’s misuse of the Platform, regulatory violations, or failure to maintain data hygiene practices.

6. Disclaimers

(a) As-Is and As-Available Basis. The Services and Platform are provided on an “as-is” and “as-available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by law, Ten8 expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement. Ten8 does not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components.

(b) Accuracy and Use of Outputs. Ten8 makes no representations or warranties regarding the accuracy, reliability, completeness, or usefulness of any information, data, content, or outputs generated through the Platform. Client acknowledges and agrees that all such outputs are generated based on Client-provided data, configurations, and parameters, and are intended solely for informational purposes. Client is solely responsible for verifying and validating any results before using them in any operational, legal, or commercial context. Ten8 disclaims any responsibility for decisions made or actions taken by Client based on such outputs.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

(a) In no event shall Ten8, its affiliates, licensors, or service providers be liable to Client or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to lost profits, lost revenue, business interruption, loss of data, or cost of substitute services, arising out of or related to the use of or inability to use the Platform or Services, whether based in contract, tort (including negligence), strict liability, or otherwise, even if Ten8 has been advised of the possibility of such damages.

(b) Ten8’s total cumulative liability for all claims arising out of or relating to this Agreement shall not exceed the total amount of fees actually paid by Client to Ten8 under the applicable SOW during the three (3) month period immediately preceding the event giving rise to the claim.

(c) The limitations in this section shall apply notwithstanding any failure of essential purpose of any limited remedy and regardless of the form of action.

8. Indemnification

The Client shall defend, indemnify, and hold harmless Ten8 and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, penalties, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (i) any actual or alleged violation of applicable laws in connection with the Client’s use of the Services; (ii) any communications made by or on behalf of the Client without proper consent or in breach of DNC or email marketing laws; (iii) any failure by the Client to implement or maintain required scrubbing or data hygiene processes.

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, and to use such information solely for the purpose of fulfilling this Agreement. This obligation survives termination.

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, claims, or controversies arising out of or relating to this Agreement, including its breach, termination, enforcement, interpretation, or validity, shall be resolved through final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, conducted in Florida, and governed by the Federal Arbitration Act (9 U.S.C. §1 et seq.).

The arbitration shall be conducted on an individual basis only, and not as a class action, collective action, or other representative proceeding. The parties expressly waive any right to a jury trial and to participate in a class action or class-wide arbitration.

The arbitration and all related proceedings shall remain confidential, including the existence of the arbitration, any submissions, and the final award, unless disclosure is required by law.

12. Contact Information

All notices or legal inquiries should be sent to: Ten8, Inc.

Email: hello@ten8.ai