Terms of Service

1. Services and Order of Precedence

1.1 Services. Inteleri provides business-to-business software for carrier operations, including dispatch workflow support, carrier-level compliance administration, preventive safety analytics, and maintenance workflow management (the “Services”). The Services may display information, reminders, workflow status, calculations, and decision-support outputs. Inteleri does not operate Customer’s transportation business or make legal, employment, safety, dispatch, maintenance, or regulatory decisions for Customer.

1.2 Order of precedence. An executed order form (“Order Form”), the Data Processing Addendum (“DPA”), these Terms, and applicable Documentation form the agreement. In a conflict, the Order Form controls commercial terms; the DPA controls processing of personal information; then these Terms; then the Documentation.

1.3 Changes to Services. Inteleri may improve or modify the Services, but will not materially reduce purchased core functionality during a paid subscription term. Beta, pilot, or early-access features are provided as-is, may change or end, and are excluded from service commitments unless an Order Form states otherwise.

1.4 Area of operations. The Services are offered for Customer operations in the United States and Canada, excluding Quebec. Customer must not authorize access from, or use the Services for an establishment or operation in, Quebec without Inteleri’s prior written approval and a written amendment addressing applicable Quebec requirements. This commercial restriction does not waive or displace any law that otherwise applies to Inteleri, Customer, an individual, or particular data.

2. Accounts and Authorized Users

2.1 Customer is responsible for authorized users, role assignment, credential confidentiality, and activity under Customer accounts. Customer will keep account information accurate, use reasonable access controls, and promptly notify Inteleri of suspected unauthorized access.

2.2 Customer will provide all legally required workforce, driver, electronic-monitoring, location-tracking, and privacy notices and obtain all legally required consents or other lawful authority before enabling features that process personal information.

3. Subscriptions, Fees, and Taxes

3.1 Fees, subscription terms, billing periods, renewal terms, and usage limits are stated in the Order Form. Fees are payable in advance and are non-cancelable and non-refundable except as expressly stated in the agreement.

3.2 Late amounts may accrue interest at the lesser of 1.5% per month or the lawful maximum. Inteleri may suspend access for nonpayment after ten days’ notice. Fees exclude taxes; Customer is responsible for applicable transaction taxes other than taxes on Inteleri’s income.

4. Customer Data, Privacy, and Data Use

4.1 Customer owns data submitted to or connected with the Services by or for Customer (“Customer Data”). Customer grants Inteleri a non-exclusive license to host, copy, process, transmit, display, and create operational outputs from Customer Data only as necessary to provide, secure, support, and improve the Services and as otherwise documented in the DPA.

4.2 Customer is the business, controller, or accountable organization for Customer Data to the extent those concepts apply. Inteleri acts as Customer’s service provider or processor when processing personal information on Customer’s instructions, except for limited processing for Inteleri’s own account administration, security, legal-compliance, and business-operation purposes described in the DPA or Privacy Policy.

4.3 Inteleri may use aggregated or de-identified information that cannot reasonably be linked to Customer or an identifiable individual to operate, secure, analyze, and improve the Services. Inteleri will not attempt to re-identify that information except to test the effectiveness of de-identification safeguards.

4.4 Customer will not submit data prohibited by the Documentation or DPA. Unless an Order Form expressly authorizes a supported workflow, prohibited data includes Drug and Alcohol Clearinghouse records, Pre-Employment Screening Program records, medical certificates, medical records, biometric identifiers, complete payment-card data, Social Security numbers, and government account credentials.

5. Third-Party Services

5.1 Customer may connect supported third-party services using Customer’s own account and authorization. Customer’s use of a third-party service is governed by Customer’s agreement with that provider. Customer authorizes Inteleri to exchange Customer Data with a connected service only within the scopes Customer enables.

5.2 Inteleri is not responsible for third-party services, their availability, their data accuracy, or their terms. Customer will not connect an account or direct Inteleri to exchange data in violation of law or third-party terms.

5.3 No gated regulatory access. Inteleri has no integration with the FMCSA Drug and Alcohol Clearinghouse, the Pre-Employment Screening Program, or a comparable gated government driver-record system. Inteleri does not order, query, receive, evaluate, report, or take action on records from those systems. Customer must use its own authorized processes and qualified personnel for any legally required query, consent, review, reporting, or action.

6. Inteleri Is a Software Provider, Not a Transportation Provider

6.1 Inteleri does not transport property, arrange transportation for compensation, tender or book freight as principal or transportation intermediary, set or negotiate freight rates, accept cargo, exercise dispatch control over drivers, or hold itself out as a motor carrier, broker, freight forwarder, safety consultant, maintenance provider, medical review officer, consortium/third-party administrator, or consumer reporting agency.

6.2 Customer and its counterparties make and perform all transportation contracts. Customer is solely responsible for operating authority, insurance, counterparty diligence, cargo, routing, driver supervision, dispatch decisions, vehicle condition, maintenance decisions, and compliance with laws applicable to its operations.

7. Dispatch, Compliance, Safety, and Maintenance Boundaries

7.1 Dispatch workflows. The Services may help Customer organize loads, assets, drivers, schedules, messages, and documents. Customer’s authorized user selects and approves every assignment and instruction. Inteleri does not dispatch a driver, determine whether a load or route is lawful, or control the manner or means of transportation.

7.2 Compliance management. The Services may provide calendars, reminders, document-status fields, carrier-level dashboards, and workflow support. They are administrative aids, not a legal determination, certification, audit, filing, or system of record unless an Order Form expressly identifies a particular supported recordkeeping function.

7.3 Preventive safety analytics. The Services may compute probabilities, trends, or risk signals intended to help Customer prevent or mitigate possible safety incidents (“Predictive Safety Signals”). Predictive Safety Signals: (a) are estimates, not findings of fact, violation records, citations, safety ratings, legal-status determinations, or guarantees that an event will or will not occur; (b) concern carrier-level operational patterns and do not track or calculate an individual driver’s Compliance, Safety, Accountability score, legal qualification, or employment eligibility; (c) are not a violation-tracking or government-reporting system and are not submitted by Inteleri to FMCSA, DOT, law enforcement, an insurer, or a regulator; (d) must be reviewed by qualified Customer personnel together with source records and operational context; and (e) must not be used as the sole basis for an employment, discipline, termination, qualification, dispatch, or other decision that produces a legal or similarly significant effect on an individual.

7.4 No action by Inteleri. Inteleri does not issue a citation, place a vehicle or driver out of service, report a violation, change a carrier safety rating, discipline a driver, direct a repair, select a repair provider, file a regulatory submission, or take legal action on Customer’s behalf.

7.5 Maintenance workflows. The Services may support inspections, defect intake, service reminders, work orders, parts, and maintenance history. Customer decides whether a vehicle is safe or legally permitted to operate, selects qualified inspectors and repair personnel, verifies completion, and retains required evidence.

7.6 No legal advice. The Services and all outputs are informational business tools and are not legal, regulatory, employment, tax, insurance, engineering, mechanical, or safety advice.

8. Regulatory Records and Retention

8.1 Regulated party remains responsible. FMCSA and DOT recordkeeping duties generally apply to the motor carrier, employer, driver, or other regulated entity identified in the applicable rule—not automatically to a general software provider. Customer remains responsible for identifying which records and retention periods apply, ensuring records are complete and accurate, and producing them to an authorized official.

8.2 Illustrative federal periods. Depending on Customer’s operations and the record involved, federal motor-carrier rules may require, among other periods: driver qualification files during employment and for three years afterward; records of duty status and supporting documents for at least six months; specified controlled-substances and alcohol-testing records for periods ranging from one to five years; vehicle maintenance records while a vehicle is controlled and for six months afterward; driver vehicle inspection reports for at least three months when retention is required; and annual-inspector qualification evidence during qualification and for one year afterward. These examples are not exhaustive and may change.

8.3 Customer configuration and export. If Customer elects to store a supported regulated record in the Services, Customer will configure retention and access consistent with its obligations, periodically test export and readability, and keep any independent copies required for business continuity or inspection. Inteleri does not warrant that a general workflow, standing alone, satisfies a specific recordkeeping rule.

8.4 Electronic records. Where applicable law permits electronic records, Customer is responsible for ensuring that records remain accurate, accessible, reproducible, and available at the required place and time. Inteleri will provide the export functionality and reasonable assistance described in the applicable plan or Order Form.

8.5 Contract retention and deletion. During the subscription term, Inteleri retains Customer Data as needed to provide the Services and according to the DPA and published Retention Schedule. Following termination, Customer may request or complete an export during the period stated in the Order Form or, if none is stated, thirty days. Inteleri may thereafter delete Customer Data from active systems and backups according to the Retention Schedule, subject to legal holds, security-incident records, dispute evidence, and other retention required by applicable law. A regulatory minimum applicable to Customer does not by itself require Inteleri to retain the record after termination unless the agreement expressly assigns that function.

8.6 Canadian breach records. If Inteleri is an organization required to maintain a record of a breach of security safeguards under PIPEDA, the applicable breach record will be retained for at least twenty-four months after the day Inteleri determines that the breach occurred. This limited legal record may be segregated from ordinary operational data and does not extend the retention of unrelated Customer Data.

9. Artificial Intelligence and Automated Outputs

9.1 AI-assisted features and Predictive Safety Signals may be inaccurate, incomplete, delayed, or affected by missing or incorrect inputs. Customer must apply human review before action.

9.2 Inteleri does not make solely automated decisions with legal or similarly significant effects on drivers or other individuals. Customer will not use an Inteleri output as the sole basis for such a decision or represent an output as a government, legal, medical, mechanical, or professional determination.

10. Customer Warranties and Acceptable Use

10.1 Customer represents and warrants that it has all rights, notices, consents, and other lawful authority necessary for Customer Data and its instructions; that its use of the Services complies with applicable law and third-party terms; and that its users will follow the agreement.

10.2 Customer will not: access another tenant’s data; circumvent security or rate limits; probe or test the Services without written authorization; introduce malicious code; scrape or bulk extract data outside supported exports; use the Services to build a competing product; send unlawful communications; misrepresent identity, authority, insurance, or operating status; use outputs to discriminate unlawfully or make an unreviewed significant decision about an individual; or use the Services in violation of sanctions or export-control laws.

11. Intellectual Property

Inteleri and its licensors own the Services, software, models, interfaces, Documentation, and related intellectual property. Customer receives a non-exclusive, non-transferable right during the subscription term to use the Services for its internal business operations. Customer may provide feedback, which Inteleri may use without restriction. Neither party may publicly use the other’s name or marks without prior written consent.

12. Confidentiality

Each party will protect the other’s non-public information using at least reasonable care, use it only to perform or exercise rights under the agreement, and disclose it only to personnel and advisers bound by confidentiality obligations. Exclusions apply to information that is public without breach, independently developed, rightfully received without duty, or already known. A party may make a legally compelled disclosure after notice where lawful.

13. Security and Privacy Operations

13.1 Inteleri will maintain reasonable administrative, technical, and physical safeguards described in the DPA or security documentation. Customer authorizes Inteleri to process account, activity, authentication, audit, and security-event data as reasonably necessary to prevent, detect, investigate, mitigate, and notify Customer of security incidents and misuse.

13.2 Security data is Customer Data or Inteleri-controlled business-operation data as allocated in the DPA. Inteleri will not sell security data or use it for targeted advertising. Incident notification and allocation of responsibilities follow the DPA and applicable breach-notification law.

13.3 Security processing is not designed to ingest Drug and Alcohol Clearinghouse records, PSP records, medical records, driver qualification files, or HOS/ELD logs. Security events should reference the minimum identifiers reasonably needed to investigate the event.

13.4 Canadian processing. For personal information subject to PIPEDA or substantially similar provincial private-sector privacy law, each party will perform its allocated obligations regarding appropriate purpose, accountability, safeguards, access, retention, breach reporting, and cross-border processing. Storage in the United States does not eliminate Canadian accountability or notice obligations. Quebec remains excluded as stated in Section 1.4.

14. Warranties and Disclaimers

14.1 Each party warrants it has authority to enter the agreement. Inteleri warrants that paid Services will perform materially according to the Documentation under normal authorized use. Customer’s exclusive remedy is re-performance or, if Inteleri cannot cure a material breach, termination of the affected Services and a pro-rata refund of prepaid unused fees.

14.2 EXCEPT AS EXPRESSLY STATED, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTELERI DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING. INTELERI DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION; THE ACCURACY OR CURRENCY OF THIRD-PARTY DATA; REGULATORY COMPLIANCE BY CUSTOMER; OR THE ACCURACY, COMPLETENESS, OR OUTCOME OF PREDICTIVE SAFETY SIGNALS OR AI OUTPUTS.

15. Indemnification

15.1 Inteleri will defend Customer against a third-party claim alleging that the unmodified Services, used as permitted, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will pay damages and reasonable costs finally awarded or agreed in settlement. Inteleri may procure rights, modify or replace the affected Services, or terminate them with a pro-rata refund. This obligation excludes Customer Data, third-party services, unauthorized combinations or modifications, and use in breach of the agreement.

15.2 Customer will defend Inteleri against a third-party claim arising from Customer Data; Customer’s transportation, employment, dispatch, safety, compliance, or maintenance decisions; Customer’s failure to provide required notices or obtain required authority; Customer’s misuse of Predictive Safety Signals or AI outputs; or Customer’s breach of Sections 5 through 10, and will pay damages and reasonable costs finally awarded or agreed in settlement.

15.3 The indemnifying party receives prompt notice and control of the defense. The other party will reasonably cooperate. No settlement may admit fault by or impose a non-monetary obligation on the other party without consent.

16. Limitation of Liability

16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

16.2 EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED FEES PAID OR PAYABLE FOR THE AFFECTED SERVICES IN THE TWELVE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

16.3 Sections 16.1 and 16.2 do not limit Customer’s payment obligations, either party’s indemnification obligations, Customer’s infringement or misappropriation of Inteleri intellectual property, or liability that applicable law does not permit the parties to limit.

17. Term, Suspension, and Termination

17.1 These Terms apply from acceptance through all subscription terms. Renewal and non-renewal follow the Order Form. Either party may terminate for material breach not cured within thirty days after written notice, or immediately upon the other party’s insolvency.

17.2 Inteleri may suspend access for nonpayment, a material acceptable-use violation, legal requirement, or an imminent threat to the Services, Customer Data, or third parties. Inteleri will give notice where practicable and restore access when the cause is resolved.

17.3 On termination, access ends and Section 8.5 governs export and deletion. Provisions that by nature should survive will survive, including Sections 4.3, 6 through 9, and 11 through 19.

18. Governing Law and Disputes

18.1 These Terms are governed by the laws of the State of [Missouri or state of formation], without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 [Dispute-resolution forum to be finalized before publication: either exclusive state and federal courts in a named venue, or binding AAA commercial arbitration in a named venue with court carve-outs for temporary injunctive relief protecting intellectual property, confidentiality, or security.]

19. General

Notices to Customer may be sent to the administrative account email. Notices to Inteleri must be sent to legal@[domain] and the notice address below. Neither party may assign the agreement without consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the agreement. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. The parties are independent contractors. There are no third-party beneficiaries. Amendments require a writing accepted by both parties, except Inteleri may update online Terms effective at renewal after at least thirty days’ notice of a material change. The agreement is the entire agreement on its subject; invalid provisions will be limited to the minimum extent necessary; waiver must be in writing.