Terms of Service

Effective Date: July 7, 2026

  1. Contractual Relationships. These Terms of Service (“Terms”) govern the access or use by you, an individual or entity (“you,” or “your”), of the software or applications (including mobile applications (“App”), if applicable), websites, content, products, and services (collectively, the “Services”) made available by Orca Enterprises, Inc., a Delaware corporation, doing business as FreshX (“FreshX”), together with its subsidiaries, Affiliates, partners, directors, employees, agents, contractors, and subcontractors (collectively, “we,” “us,” or “our”). Company and any entity that directly or indirectly controls, is controlled by, or is under common control with Company (each an “Affiliate” and collectively, the “Affiliates”) may offer additional products or services from time to time under separate agreements (the “Affiliated Services”). Unless expressly stated, the Affiliated Services are not part of the Services provided by FreshX under these Terms.

IF YOU HAVE EXECUTED A SAAS SERVICES AGREEMENT OR ORDER FORM WITH COMPANY THAT REFERENCES THESE TERMS (EACH, AN “ORDER FORM”), THAT ORDER FORM TOGETHER WITH THESE TERMS FORMS A SINGLE, INTEGRATED AGREEMENT GOVERNING YOUR ACCESS TO AND USE OF THE SERVICES.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING AND USING THE SERVICES. In these Terms, the words “including” and “include” mean “including, but not limited to.”

    1. Binding Terms. Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and FreshX. By clicking “I Agree,” “Create Account,” “Subscribe,” or a similar button or checkbox presented to you during account registration, plan selection, or checkout, or by accessing or using the Services, you affirmatively agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.
      1. FOR CUSTOMERS WHO HAVE ENTERED INTO AN ORDER FORM, THE ORDER FORM SPECIFIES YOUR APPLICABLE SUBSCRIPTION PLAN, FEES, INITIAL SERVICE TERM (INCLUDING ANY AUTO-RENEWAL PERIODS), AND ANY NEGOTIATED COMMERCIAL TERMS. IN THE EVENT OF ANY CONFLICT BETWEEN AN ORDER FORM AND THESE TERMS, THE ORDER FORM WILL CONTROL WITH RESPECT TO FEES, SERVICE TERM, RENEWAL, AND ANY EARLY TERMINATION OR OTHER COMMERCIAL TERMS, AND THESE TERMS WILL CONTROL WITH RESPECT TO ALL OTHER MATTERS RELATING TO ACCESS TO AND USE OF THE SERVICES.
      2. THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 6 AND A LIMITATION OF LIABILITY IN SECTION 5(b). PLEASE READ THOSE PROVISIONS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
    2. Definitions. For purposes of these Terms, the following definitions apply:
      1. “Order Form” means any SaaS Services Agreement, order form, or similar ordering document between you and FreshX that references these Terms and sets out your selected Subscription Plan, Service Term, and applicable fees.
      2. “Subscription”, “Subscription Plan”, or “Plan” means the subscription tier and associated options (including any usage limits, features, and pricing) that you select in an Order Form or through the online checkout or account‑management flow, as described on the Services or on Company’s then‑current pricing page.
      3. “Service Term” or “Subscription Term” means the initial subscription term and any subsequent renewal terms for your Subscription Plan, as specified in the applicable Order Form or in your online subscription selection, including any auto-renewal periods and any notice periods required to avoid renewal.
      4. “Services” has the meaning given in Section 1, Contractual Relationships, and includes only the products and services provided by Company under these Terms, and not any separate services provided by Affiliates under their own agreements.
    3. These Terms supersede any other agreements with respect to the subject matter of these Terms, except that with respect to any written agreement between you and FreshX, such agreement shall not be superseded by these Terms, and to the extent that such other agreement is inconsistent with these Terms, such other agreement will govern. FreshX may, at any time for any reason, without notice to you, cease offering you access to the Services or any portion thereof or deny you access to the Services or any portion thereof.
    4. Privacy Policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and available for review at: www.getfreshx.com. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
    5. TERM AND TERMINATION. These Terms shall remain in full force and effect for as long as you have an active account or Subscription (as defined below) with FreshX or otherwise access or use the Services. Your “Subscription Term” begins on the date you complete registration and select a subscription plan and continues for the initial period specified at checkout (e.g., monthly or annual), automatically renewing for successive periods of the same length unless earlier terminated in accordance with these Terms or unless you or FreshX provides notice of non-renewal prior to the end of the then-current Subscription Term.
      1. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. IN THE EVENT OF TERMINATION FOR YOUR BREACH OF THESE TERMS OR VIOLATION OF OUR ACCEPTABLE USE POLICY, SUCH TERMINATION SHALL BE EFFECTIVE IMMEDIATELY AND YOU SHALL NOT BE ENTITLED TO ANY REFUND OF PREPAID FEES.
      2. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
      3. Either party may elect not to renew a Subscription Term by providing notice prior to the end of the then-current Subscription Term in accordance with the cancellation procedures set forth in Section 3(d). If you elect not to renew, you will retain access to the Services through the end of your then-current paid Subscription Term, after which access will cease. FreshX may terminate your Subscription for convenience upon notice to you, in which case FreshX will provide a pro-rata refund of any prepaid fees covering the period after the effective date of termination.
      4. Upon expiration or termination of your Subscription Term for any reason: (A) all rights and licenses granted to you under these Terms will immediately terminate; (B) you will lose access to the Services and any data stored therein, subject to any applicable data retention rights described in our Privacy Policy; and (C) any fees accrued or owed through the effective date of termination shall survive and remain due and payable.
  1. Intellectual Property and License.
    1. Our Intellectual Property. We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services, and any materials whatsoever (including, but not limited to, source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics) which may be developed or generated from or in connection with your (or any customer’s or user’s) feedback, suggestions, or ideas (collectively, the “Content”), as well as the company name(s), trademarks, service marks, and logos contained therein (the “Marks”). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services “AS IS” for your internal business purpose only.
    2. Ownership. The Services and all rights therein are and shall remain FreshX’s property or the property of FreshX’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights:
      1. in or related to the Services except for the limited license granted herein; or,
      2. to use or reference in any manner FreshX’s Marks or Content, or those of FreshX’s licensors.
    3. License. Subject to your compliance with these Terms (including any restricted activities set forth herein), FreshX grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Services solely for your internal business purpose. Any rights not expressly granted herein are reserved by FreshX (and its Affiliates, as applicable) and FreshX’s licensors.
    4. Distribution
      1. The information provided when using Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, if you, or any other person or entity, choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
      2. Except as set out in this section or elsewhere in our Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Terms, please address your request to: legal@getfreshx.com.
      3. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.
    5. Restrictions and Prohibited Activities. You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. You may not, and may not authorize others to:
        1. Remove any copyright, trademark or other proprietary notices from any portion of the Services;
        2. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by FreshX;
        3. Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Services, except as may be permitted by applicable law;
        4. Link to, mirror or frame any portion of the Services;
        5. Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or
        6. Attempt to gain unauthorized access to or impair any aspect of the Services or their related systems or networks.
        7. Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
        8. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
        9. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
        10. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
        11. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
        12. Use any information obtained from the Services in order to harass, abuse, or harm another person.
        13. Make improper use of our support services or submit false reports of abuse or misconduct.
        14. Use the Services in a manner inconsistent with any applicable laws or regulations.
        15. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
        16. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
        17. Attempt to impersonate another user or person or use the username of another user.
        18. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
        19. Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
        20. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
        21. Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
        22. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
        23. Use a buying agent or purchasing agent to make purchases on the Services.
        24. Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
        25. Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise
    6. Third-Party Materials. FreshX has no obligations or liability with respect to any third-party software, hardware, or other system, including but not limited to, any application programming interface (“API”), (collectively, “Third-Party Materials”) provided by any other party (if applicable), and FreshX makes no representations, conditions, or warranties, express or implied, regarding any Third-Party Materials that are not part of the Services licensed by FreshX hereunder. You acknowledge and agree that for the purposes of fulfilling your obligations hereunder, you are solely responsible for obtaining, as applicable: (i) your own licenses to any Third-Party Materials, and for complying with any terms and conditions to which the Third-Party Materials are subject to; and (ii) valid, current and paid-up support and maintenance agreements to support and maintain the Third-Party Materials, with each of the respective providers of the Third-Party Materials, which shall include without limitation access to technical support, bug fixes, updates and upgrades of Third-Party Materials. If applicable, you shall also provide FreshX with API keys to provide access to Third-Party Materials as reasonably required to implement and provide the Services.
  1. USER OBLIGATIONS AND USE.
    1. Representations. By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
    2. Registration. You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
      1. Authorized Use Only. You agree to maintain all your login credentials to access or use the Services in confidence and only permit your authorized users to access or use the Services. You are responsible for all activity that occurs under your login credentials.
    3. Purchases and Payment. We use one or more third-party payment processors to process payments made through the Services (each, a “Payment Processor”). By providing a payment method, you authorize FreshX and its Payment Processor to charge your payment method for all fees associated with your selected Subscription Plan and applicable taxes. We accept the following forms of payment: major credit and debit cards (Visa, Mastercard, American Express, Discover), ACH, wire transfer, and such other methods as we may make available from time to time. PayPal and check payments may be available for select plan types as determined by FreshX in its sole discretion.
      1. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. Pricing for your Subscription plan is as displayed at the time of purchase. Price changes are subject to the notice and opt-out process described in Section 3(l) below. All payments shall be in US dollars.
      2. You agree to pay all fees at the prices then in effect for your selected Subscription Plan. By completing registration and selecting a Subscription Plan, you authorize FreshX (through its Payment Processor) to charge your designated payment method on a recurring basis – automatically at the start of each Subscription Term renewal period, at the then-current subscription rate – without requiring your separate approval for each individual charge, until your Subscription is cancelled or terminated in accordance with these Terms. The amount and frequency of the recurring charge will be clearly disclosed to you at checkout prior to your completing your purchase. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. If your order is subject to recurring charges, you authorize us to charge your payment method for the fees applicable to your selected Plan for each billing period during your Service Term, unless and until you cancel in accordance with Section 3(d).
      3. We reserve the right to refuse any order related to the Services.
      4. You may upgrade or downgrade your Subscription plan at any time through your account settings or by contacting us.
        1. Unless otherwise stated at the time of upgrade, if you upgrade to a higher-tier Subscription Plan, the upgrade will take effect immediately as of the date of the upgrade (the “Upgrade Date”). Your billing cycle will reset as of the Upgrade Date, and you will be charged the full fee for the new Plan for the new billing cycle beginning on the Upgrade Date, less a prorated credit for any prepaid fees attributable to the unused portion of your prior Plan’s then-current billing cycle. Your usage allowances and any associated credits will also reset as of the Upgrade Date in accordance with the terms of your new Plan.
        2. If you downgrade to a lower-tier plan mid-Subscription Term, the downgrade will take effect at the start of your next billing period unless we state otherwise in writing. You will retain access to your current plan’s features and usage limits through the end of the then-current Subscription Term. No refund or credit will be issued for the difference in plan pricing for the current Subscription Term.
        3. Your access to features and usage limits will adjust to reflect your new Plan as of the effective date of the plan change, as set forth in Section 3(k) below.
      5. If your designated payment method is declined or a payment is otherwise unsuccessful, FreshX will notify you using the contact information associated with your account and may retry the charge. If payment is not received within seven (7) days of the original due date (the “Grace Period”), FreshX reserves the right to suspend your access to the Services until all outstanding amounts are paid in full. If payment remains outstanding for thirty (30) days following the end of the Grace Period, FreshX may terminate your Subscription in accordance with Section 1(e). You remain responsible for all fees accrued through the date of suspension or termination. Reinstatement of a suspended account is subject to payment for all outstanding fees and may be subject to a reinstatement fee as determined by FreshX in its sole discretion.
    4. Cancellation. Except as expressly provided in these Terms (including the pro-rata refund described in Section 1(e)(iii) for FreshX-initiated termination for convenience and the proration credit described in Section 3(c)(iv) for mid-term plan upgrades), all fees paid are non-refundable. You may cancel your Subscription at any time by (i) visiting your account settings and selecting the cancellation option, or (ii) contacting us at legal@getfreshx.com. Cancellation requests submitted through your account settings will be processed immediately; cancellation requests submitted by email will be processed within a reasonable time following our receipt of your request. Your cancellation will take effect at the end of the then-current paid Subscription Term, and you will retain access to the Services through that date. Following the expiration of your Subscription Term, your account will be deactivated and you will lose access to the Services. Any data associated with your account may be subject to deletion in accordance with our Privacy Policy and applicable data retention practices. We encourage you to export any data you wish to retain prior to the end of your Subscription Term. Upgrades are not refundable; any additional fees paid for an upgraded Plan are non-refundable except where prohibited by law. If you are unsatisfied with our Services, please contact us at legal@getfreshx.com and we will work to address your concerns.
    5. Electronic Communications, Transactions, and Signatures. Using the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. Additionally, you consent to receive electronic communications from FreshX, including but not limited to text messages, emails, and phone calls (including by an automatic telephone dialing system and/or with an artificial or pre-recorded voice), at any of the emails or phone numbers provided by you or on your behalf regarding your account, services, updates, and other relevant information, or for marketing purposes. You may opt out of receiving SMS messages from FreshX at any time, either by replying with the word “STOP” using the mobile device that is receiving the messages.
    6. Network Access and Devices. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and applications and any updates thereto. FreshX does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
    7. User Data. We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
    8. Acceptable Use Policy. By using the Services, you agree to this Acceptable Use Policy. If you do not agree, you must not access or use the Services. You may not use, facilitate, or allow others to use the Services:
      1. Violating the law and export controls.To violate any applicable federal, state, or local law or regulation including, without limitation, any laws regarding the export of data or software to and from the US or other countries and any laws regarding the sale or transportation of illegal substances.
      2. Harming minors.To exploit, harm, or attempt to exploit or harm, minors in any way including without limitation exposing them to inappropriate content or asking for personally identifiable information.
      3. Spamming. To transmit (i) advertising promotional material, including any “junk post,” “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
      4. Posting Repeatedly. To transmit bona fide posts or truck availability posts made repeatedly.
      5. Impersonating Others. To impersonate or attempt to impersonate Us, Our employees, another user, any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing) or Your role in any transaction.
      6. Providing Incomplete Information. To provide false or incomplete information about Your company or Your Authorized Users.
      7. Failing to Pay. To arrange for the transportation of freight only to wrongfully withhold payment from the physical asset carrier without valid justification.
      8. Maintaining U.S. or Canadian Presence. Your company is required to maintain a physical presence and a valid address somewhere in the United States or Canada to use the Services (specifically excluding PO Boxes and virtual offices).
      9. Sharing. Through shared logins; logins are issued on a per-Authorized User basis and Authorized Users may not give a login to any other person.
    9. User Provided Content. FreshX may, in FreshX’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to FreshX through the Services textual, audio, visual or other content, personal data (including, but not limited to, your name and logo), and information, including load information, lane information, price information, suggestions, commentary, and feedback related to the Services, ratings and reviews (including of motor carriers and facilities), initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to FreshX, you agree that we may access, store, process, and use any User Content provided by you, and you grant FreshX a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content (including identifying you as a customer) in all formats and distribution channels now known or hereafter devised (including in connection with the Services and FreshX’s business and on third-party sites and services), whether for marketing or any other purpose, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. We are not liable for any statements or representations in, or the accuracy of User Content. You are solely responsible for your User Content and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your User Content. You represent and warrant that:
        1. you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant FreshX the license to the User Content as set forth above,
        2. neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor FreshX’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
        3. You agree to not provide User Content that is false, misleading, inaccurate, defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by FreshX in its sole discretion, whether or not such material may be protected by law. FreshX may, but shall not be obligated to, review, monitor, or remove User Content, at FreshX’s sole discretion and at any time and for any reason, without notice to you.
        4. You agree not to provide User Content that contains or comprises unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
        5. You agree not to provide User Content that ridicules, mocks, disparages, intimidates, abuses, harasses, or threatens (in the legal sense of those terms) any other person, or that which promotes violence against a specific person or class of people.
        6. You agree not to provide User Content that includes any offensive comments related or connected to race, national origin, gender, sexual preference, or physical handicap.
        7. You agree not to provide User Content that violates these Terms or any applicable law, regulation, or rule, or that links to material that violates, any provision of these Terms, or any applicable law or regulation.
    10. Violation of Terms. Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.
    11. Subscription Plans; Features and Usage Limits.
      1. FreshX offers multiple subscription tiers (each, a “Plan”) with plan tiers, features, and usage limits described during the online onboarding flow, accessible at https://app.getfreshx.com/onboarding (the “Plan Comparison Page”) which is incorporated into these Terms by reference. Each Plan includes access to a specified set of features, pricing, and is subject to the usage limits associated with that Plan, as set forth on the Plan Comparison Page. FreshX reserves the right to modify the Plan names, features and usage limits associated with any Plan from time to time in accordance with these Terms and any applicable notice requirements.
      2. At the time of registration or at any time during your Subscription Term, you may select the Plan that best fits your needs. Your selected Plan, including its associated fees, features, and usage limits, is described in your Order Form or will be confirmed at checkout and reflected in your account settings. In the event of any conflict between the Plan Comparison Page and these Terms, these Terms will control.
      3. Your use of the Services is subject to the usage limits applicable to your selected Plan (for example, number of authorized users, monthly load requests, volume of transactions, data storage, or API calls, as applicable) (collectively, “Usage Limits”), as set forth on the Plan Comparison Page or your Order Form. Depending on your Plan, Usage Limits may be measured in credits or other units as described on the Plan Comparison Page. FreshX may, in its discretion, make available rollover benefits that allow a portion of unused credits or other usage allowances from one billing period to carry over to the following billing period, subject to such conditions and limitations as FreshX may establish from time to time. Any such rollover benefits are a discretionary feature of your Plan and are subject to change or discontinuation upon notice in accordance with Section 3(l). You agree not to exceed the Usage Limits applicable to your Plan. FreshX reserves the right to monitor your usage and to notify you if your usage approaches or exceeds the applicable Usage Limits.
      4. If your usage exhausts the Usage Limits applicable to your Plan during any billing period, your ability to consume additional credits or usage allowances will be suspended for the remainder of that billing period. You may upgrade to a higher-tier Plan at any time in accordance with Section 3(c)(iv) to access additional usage allowances. FreshX reserves the right to monitor your usage and to notify you if your usage approaches or reaches the applicable Usage Limits.
      5. You may change your Plan at any time in accordance with Section 3(c)(iv). FreshX does not guarantee that data, configurations, or features available under a higher-tier Plan will be retained or accessible following a downgrade to a lower-tier Plan. You are solely responsible for exporting or preserving any data or configurations prior to downgrading your Plan.
      6. FreshX reserves the right to discontinue, modify, or replace any Plan, or to introduce new Plans, at any time, subject to the notice requirements in Section 3(l) below for changes that affect your then-current Plan.
    12. Price Changes.
      1. FreshX reserves the right to modify the fees applicable to any Subscription Plan at any time. If FreshX increases the fees applicable to your then-current Plan, FreshX will provide you with at least thirty (30) days’ prior written notice of the change (a “Price Change Notice”) via email to the address associated with your account, via a notification within the Services, or by such other means as FreshX determines will reasonably notify you of the change.
      2. Any price increase will take effect at the start of your next Subscription Term renewal period following the date of the Price Change Notice. Your then-current Subscription Term will not be affected by the price change, and you will continue to be charged at your existing rate through the end of that Subscription Term.
      3. If you do not accept a price increase, you may cancel your Subscription before the end of your then-current Subscription Term in accordance with Section 3(d). If you cancel prior to the renewal date, you will not be charged the new price. If you do not cancel prior to the start of the next Subscription Term renewal period, your continued use of the Services will constitute your acceptance of the new price, and your designated payment method will be charged at the updated rate.
      4. If your Plan is subject to promotional or introductory pricing, such pricing will apply only for the period specified at the time of your purchase. Upon expiration of the promotional or introductory period, your Subscription will automatically renew at the then-current standard rate of your Plan, as set forth on the Plan Comparison Page. FreshX will provide you with notice of the upcoming rate change at least thirty (30) days prior to the first renewal at the standard rate.
      5. FreshX is not required to provide advance notice of any reduction in fees if applicable to your Plan. Any fee reduction will take effect as of the date specified by FreshX.
  2. Services Management. We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, threatens the personal safety of users of the Services or the public, or could create a liability for us, including without limitation, reporting such user to law enforcement authorities, and withholding investigation details and methods; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your User Content or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services. We reserve the right to terminate or suspend your access to all or part of the Services for any violation of the Terms. Your use of alternative corporate entities to evade compliance with the requirements herein is a violation of the Terms. We reserve the right to remove affiliated parties for non-compliance as determined by us in sole discretion. Notwithstanding any confidentiality obligations between you and us, and without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities requesting or directing us to disclose the identity or other information of anyone who accesses or uses the Services.
  1. Disclaimers; Limitation of Liability; Indemnity.
    1. DISCLAIMER. THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, FRESHX MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES’ CONTENT, OR THE CONTENT OF ANY WEBSITES OR APPS LINKED TO THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR, ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT (INCLUDING USER CONTENT) AND MATERIALS, REGARDLESS OF WHETHER SUCH ERRORS, MISTAKES, OR INACCURACIES ARE MADE BY YOU, FRESHX, OR ANY OTHER INDIVIDUAL OR ENTITY WHATSOEVER, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT (INCLUDING USER CONTENT) AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (INCLUDING USER CONTENT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE SERVICES ARE PROVIDED AS A TECHNOLOGY AND COMMUNICATIONS PLATFORM AND FRESHX IS NOT AND SHALL NOT BE HELD LIABLE OR OTHERWISE RESPONSIBLE FOR ANY CARGO LOSS OR DAMAGE, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR ANY OTHER LOSS THAT OCCURS IN CONNECTION WITH, ARISING FROM, OR RELATING TO USE OF THESE SERVICES.  YOU AGREE AND ACCEPT THAT THE ENTIRE RISK ARISING OUT OF YOUR ACCESS OR USE OF THE SERVICES REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU WILL DEFEND, INDEMNIFY, AND HOLD FRESHX HARMLESS, INCLUDING REASONABLE ATTORNEY’S FEES, FROM ANY CLAIMS AGAINST FRESHX THAT ALLEGE FRESHX IS LIABLE FOR CARGO LOSS OR DAMAGE, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR ANY OTHER LOSS THAT OCCURS IN CONNECTION WITH, ARISING FROM, OR RELATING TO YOUR USE OF THE SERVICES.
    2. LIMITATION OF LIABILITY. FRESHX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF FRESHX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FRESHX SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (1) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (2) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, EVEN IF FRESHX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FRESHX SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND FRESHX’S REASONABLE CONTROL. IN NO EVENT SHALL FRESHX’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE LESSER OF THE SUM PAID BY YOU TO FRESHX IN THE PRIOR 6 MONTHS OR FIVE HUNDRED U.S. DOLLARS (US $500). FRESHX DOES NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES (INCLUDING, BUT NOT LIMITED TO ANY INFORMATION ON THE SERVICES PROVIDED BY USERS, INCLUDING BUT NOT LIMITED TO RATES, LANE, TRUCK, OR OTHER SHIPMENT RELATED INFORMATION, OR ANY UPDATES (INCLUDING ERRORS THEREIN) TO SUCH INFORMATION, THIRD-PARTY CONTENT, OR USER CONTENT, WHETHER MADE BY FRESHX OR ANY OTHER PARTY). FRESHX CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
    3. Indemnity. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold FreshX harmless from and against any loss, damage, liability, claim, fine, penalty, or demand, including reasonable attorneys’ fees and expenses, due to or arising out of: (1) use of the Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
  1. Governing Law and Dispute Resolution
    1. Choice of Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
    2. Dispute Resolution.
      1. Arbitration. You agree that any dispute, claim or controversy arising out of or relating to these Terms, including breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) must be solely and finally resolved by confidential and final arbitration between you and FreshX, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and FreshX are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and FreshX otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
      2. Arbitration Rules. The arbitration will be administered by Judicial Arbitration and Mediation Services (“JAMS”) in Chicago, Illinois, or other location as determined by FreshX.  Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. § 1-16).
      3. Negotiation. Prior to initiating an arbitration, you and FreshX each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice to FreshX must be sent to FreshX, Attn: Founders Law LLC, 2626 N Halsted St., Unit 1, Chicago, IL 60614. Neither party shall initiate arbitration until 30 days after the notice is sent.
      4. Arbitrator’s Decision. An award rendered in connection with arbitration pursuant to this Section 6 shall be final and binding upon you and FreshX, and judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
  1. Miscellaneous
    1. Entire Agreement. These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us.
    2. Amended Terms. FreshX may amend these Terms from time to time. The effectiveness of any amendment will depend on the nature of the change, as follows:
      1. For amendments that are administrative or non-material in nature (such as corrections of typographical errors, clarifications that do not alter the substance of any provision or updates to contact information or URLs), such amendment will be effective upon FreshX’s posting of the updated Terms at this location. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
      2. For amendments that materially affect your rights or obligations under these Terms – including, without limitation, changes to subscription fees, the arbitration agreement or class action waiver in Section 6, the limitation of liability in Section 5(b), or FreshX’s data collection and use practices – FreshX will provide you with reasonable advance notice by posting the updated Terms on FreshX’s website, by sending notice via email to the address associated with your account or via a prominent notice within the Services. The updated Terms will become effective on the date specified in the notice, which will be no less than the minimum period required by applicable law, if any. Your continued access or use of the Services after the effective date of a material amendment constitutes your acceptance of the amended Terms. If you do not accept a material amendment, your sole remedy is to cancel your Subscription in accordance with Section 3(d) prior to the effective date of the amendment.
      3. Amendments to subscription fees are governed exclusively by Section 3(l) and not by this Section 7(b).
    3. Modifications and Interruptions. We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
    4. Notice. FreshX may give notice by means of a general notice on the Services, electronic mail to your email address in your account, or by written communication sent by first class mail or pre-paid post to your address in your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to FreshX, with such notice deemed given when received by FreshX, at any time by first class mail or pre-paid post, to: Attn: Founders Law LLC, 2626 N Halsted St., Unit 1, Chicago, IL 60614.
    5. Assignment. You may not assign these Terms without FreshX’s prior written approval. FreshX may assign these Terms without your consent to: (i) a subsidiary or Affiliate; (ii) an acquirer of FreshX’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
    6. Relationship. No joint venture, partnership, employment, or agency relationship exists between you, FreshX or any third party as a result of these Terms or use of the Services.
    7. Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
    8. Waiver. FreshX’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by FreshX in writing.
    9. Force Majeure. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
    10. Other. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms. USE OF THE SERVICES INDICATES YOUR AFFIRMATIVE ACCEPTANCE OF THE TERMS AS IF YOU SIGNED THE SAME WITH A TRADITIONAL OR ELECTRONIC SIGNATURE.