Last updated: January 1, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or the entity on whose behalf you are acting) ("Customer," "you," or "your") and HaulCortex, Inc. ("HaulCortex," "we," "our," or "us") governing your access to and use of the HaulCortex platform and related services, including the website at haulcortex.com (collectively, the "Services").
By registering for a HaulCortex account, accessing the Services, or clicking "I Agree" or any equivalent button, you represent that you have read, understood, and agree to be bound by these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you may not use the Services.
These Terms incorporate by reference our Privacy Policy (available at haulcortex.com/legal/privacy.html) and Cookie Policy (available at haulcortex.com/legal/cookies.html). In the event of conflict between these Terms and a separately negotiated Master Service Agreement ("MSA") executed between HaulCortex and Customer, the MSA shall control.
HaulCortex provides a software-as-a-service (SaaS) platform for freight route optimization and carrier matching, designed for mid-market logistics brokers. The Services include:
Lane Optimization Engine: An artificial intelligence model that analyzes your historical load data, carrier performance history, and market rate data to generate carrier recommendations and route optimization suggestions for your freight operations.
Dynamic Carrier Matching: A carrier matching module that aggregates capacity signals, carrier location data (where carriers have consented to share), and performance history to recommend carriers for open loads.
Margin Intelligence Dashboard: A reporting and analytics interface providing load-level profitability analysis, carrier cost trend monitoring, and rate benchmarking against DAT and Truckstop market indices.
Carrier Risk Scoring: A compliance monitoring module that aggregates FMCSA Safety Measurement System data, insurance monitoring feeds, and carrier operational data to generate carrier risk scores and compliance alerts.
TMS Integration Layer: API and EDI integration connectors for connecting the HaulCortex platform to your existing transportation management system.
HaulCortex reserves the right to modify, update, or discontinue features of the Services with reasonable advance notice to active subscribers. Material reductions in core platform functionality will be communicated with at least 30 days' notice to affected customers.
To access the HaulCortex Services, you must register for an account by providing accurate and complete information as requested during the registration process. You agree to keep your account information current and accurate and to promptly update it when changes occur.
You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree not to share your credentials with unauthorized parties, to use multi-factor authentication where available and required by your organization's security policies, and to notify HaulCortex immediately at hello@haulcortex.com upon discovering any unauthorized access to your account.
HaulCortex customer accounts are available to businesses engaged in freight brokerage or third-party logistics operations. By registering, you represent that: (a) you are operating a legitimate freight brokerage or logistics business, (b) your use of the platform will comply with applicable laws including U.S. DOT and FMCSA regulations governing freight brokerage, and (c) you have the authority to provide any data you input or integrate into the platform, including carrier and shipper data.
Accounts are for business use and may have multiple authorized users as permitted by your subscription tier. Each user must accept these Terms. Account administrators are responsible for managing user access and ensuring that users of their account comply with these Terms.
Access to the HaulCortex platform is provided on a subscription basis. Subscription tiers, features, and pricing are described on the pricing page at haulcortex.com/pricing.html. HaulCortex offers monthly and annual subscription plans; specific pricing is provided in USD (United States Dollars).
Subscription fees are billed in advance on the billing cycle applicable to your plan (monthly or annually). For annual plans, the full annual subscription fee is due at the beginning of each annual period. HaulCortex uses Stripe for payment processing. By providing a payment method, you authorize HaulCortex to charge that payment method for the applicable subscription fees and any usage-based fees incurred.
HaulCortex may modify subscription pricing with at least 30 days' advance notice to affected customers. Price changes take effect at the start of the next billing cycle following the notice period. Your continued use of the Services after the price change takes effect constitutes acceptance of the new pricing.
Subscription fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and other taxes applicable to your subscription, other than taxes based on HaulCortex's net income. Where HaulCortex is required to collect taxes, they will be added to your invoice.
If payment fails or is not received by the due date, HaulCortex may (a) charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law, (b) suspend access to the Services until outstanding amounts are paid, and (c) terminate the subscription if amounts remain unpaid for more than 30 days after the due date. We will provide written notice before suspending or terminating for non-payment.
Subscription fees are non-refundable except as expressly stated in a separately executed MSA or as required by applicable law. If HaulCortex materially reduces core platform functionality during a prepaid subscription period, Customer may request a pro-rata refund for the unused portion of the prepaid period by contacting hello@haulcortex.com within 30 days of the change.
You retain all ownership rights to the data you provide to HaulCortex or that is generated by the platform from your operational data ("Customer Data"), including your load history, carrier performance records, shipper relationship data, and proprietary lane pricing information. HaulCortex's rights to Customer Data are limited to those necessary to deliver the Services as described in these Terms and the Privacy Policy.
You grant HaulCortex a non-exclusive, worldwide license to process, store, analyze, and use Customer Data for the following purposes: delivering the Services (including generating carrier matching recommendations and optimization models specific to your account), improving platform performance and model accuracy using aggregated and de-identified data, complying with legal obligations, and as otherwise described in the Privacy Policy. This license terminates upon account termination, subject to HaulCortex's data retention obligations as described in the Privacy Policy.
HaulCortex retains all rights, title, and interest in and to the Services, including the platform software, algorithms, models, APIs, documentation, and all related intellectual property. These Terms do not grant you any rights in HaulCortex's intellectual property beyond the limited right to access and use the Services as a subscriber during the term of your active subscription.
You may not copy, modify, distribute, sell, reverse engineer, decompile, or attempt to extract the source code of any part of the HaulCortex platform. You may not use HaulCortex's trademarks, logos, or brand elements without our prior written consent.
If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant HaulCortex a perpetual, irrevocable, royalty-free license to use and incorporate that Feedback into our Services without obligation to you. HaulCortex has no obligation to implement any Feedback.
You agree to use the HaulCortex Services only for lawful purposes and in accordance with these Terms. You agree not to:
Use the Services to violate any applicable law or regulation, including U.S. DOT regulations, FMCSA requirements applicable to freight brokers, or any federal, state, or local law governing freight brokerage operations.
Upload or transmit through the Services any data or content that infringes the intellectual property, privacy, or other rights of third parties, or that contains malicious code, viruses, or other harmful components.
Attempt to gain unauthorized access to any portion of the Services, other customer accounts, or HaulCortex's internal systems.
Use the Services to generate carrier matching recommendations for a business entity other than your own brokerage without HaulCortex's written consent, or to resell access to the Services to third parties.
Scrape, crawl, or systematically extract data from the Services in a manner that interferes with normal platform operations or circumvents any access controls.
Use the Services to transmit unsolicited commercial communications to carriers or shippers, or to violate anti-spam laws.
HaulCortex reserves the right to investigate suspected violations of this Acceptable Use Policy and to suspend or terminate access to the Services for confirmed violations.
HaulCortex provides API access for TMS integration as part of applicable subscription tiers. API access is subject to rate limits specified in the API documentation. You agree not to circumvent rate limits or engage in API usage that materially degrades platform performance for other customers.
API credentials are customer-specific and confidential. You are responsible for securing API keys and tokens. If you believe API credentials have been compromised, you must notify HaulCortex immediately and rotate the credentials.
HaulCortex may modify API endpoints, response formats, and available operations with reasonable advance notice. We maintain version compatibility for at least 12 months following deprecation notice for major API versions.
Each party may disclose to the other certain confidential information in connection with the Services. "Confidential Information" means any information that a party designates as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including Customer Data, HaulCortex's platform architecture and algorithms, pricing information, and business strategies.
Each party agrees to: protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information (not less than reasonable care), use Confidential Information only for purposes of delivering or receiving the Services, and not disclose Confidential Information to third parties except as permitted by these Terms.
Confidentiality obligations do not apply to information that: is or becomes publicly available without breach of these Terms, was independently developed without reference to Confidential Information, was known to the receiving party prior to disclosure, or is required to be disclosed by law or court order.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. HAULCORTEX DOES NOT WARRANT THAT THE CARRIER MATCHING RECOMMENDATIONS, ROUTE OPTIMIZATION OUTPUTS, OR CARRIER RISK SCORES GENERATED BY THE PLATFORM WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR SPECIFIC OPERATIONAL REQUIREMENTS.
THE CARRIER MATCHING AND SCORING RECOMMENDATIONS PROVIDED BY HAULCORTEX ARE ANALYTICAL TOOLS TO ASSIST YOUR DISPATCH OPERATIONS. HAULCORTEX IS NOT A FREIGHT BROKER, CARRIER, OR PARTY TO ANY FREIGHT TRANSACTION. ALL CARRIER SELECTION AND TENDER DECISIONS REMAIN YOUR RESPONSIBILITY. HAULCORTEX DOES NOT ASSUME LIABILITY FOR ANY CARGO LOSS, DAMAGE, DELAY, OR CARRIER-RELATED INCIDENT ARISING FROM YOUR OPERATIONAL DECISIONS, REGARDLESS OF WHETHER THOSE DECISIONS WERE INFORMED BY HAULCORTEX PLATFORM RECOMMENDATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAULCORTEX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF HAULCORTEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
HAULCORTEX'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO HAULCORTEX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations of liability above do not apply to (a) HaulCortex's indemnification obligations, (b) damages arising from HaulCortex's gross negligence or willful misconduct, or (c) liability that cannot be excluded by applicable law.
You agree to defend, indemnify, and hold harmless HaulCortex, its officers, directors, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms, (b) your violation of any applicable law or third-party rights, (c) your Customer Data, including any claim that your Customer Data infringes the rights of a third party, or (d) your freight operations and carrier relationships, including any cargo claim, carrier accident, or regulatory compliance failure in connection with loads processed through the platform.
HaulCortex agrees to defend, indemnify, and hold harmless you from and against any third-party claim alleging that the HaulCortex platform, as provided and used in accordance with these Terms, infringes any U.S. patent, copyright, or trademark.
These Terms commence on the date you first accept them and continue until your subscription is terminated or these Terms are otherwise terminated as described in this section.
Either party may terminate these Terms and the associated subscription by providing 30 days' written notice. Customer may terminate for cause if HaulCortex materially breaches these Terms and fails to cure such breach within 30 days of written notice. HaulCortex may terminate immediately for Customer's material breach, including non-payment, violation of the Acceptable Use Policy, or misuse of Customer Data for unauthorized purposes.
Upon termination: (a) Customer's right to access the Services ceases immediately; (b) HaulCortex will provide Customer with 30 days to export Customer Data; (c) fees paid are non-refundable except as stated in Section 4.5; and (d) provisions that by their nature should survive termination (including confidentiality, limitation of liability, indemnification, and governing law) shall survive.
These Terms are governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Cook County, Illinois. You consent to the personal jurisdiction of those courts.
BEFORE INITIATING LEGAL PROCEEDINGS, BOTH PARTIES AGREE TO ATTEMPT IN GOOD FAITH TO RESOLVE ANY DISPUTE THROUGH DIRECT NEGOTIATION. IF THE DISPUTE IS NOT RESOLVED WITHIN 30 DAYS OF WRITTEN NOTICE OF THE DISPUTE, EITHER PARTY MAY PROCEED WITH FORMAL LEGAL ACTION.
These Terms do not preclude either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm while a dispute is being resolved through other means.
Entire Agreement: These Terms, together with the Privacy Policy, Cookie Policy, and any separately executed MSA, constitute the entire agreement between you and HaulCortex regarding the Services and supersede all prior agreements, representations, and understandings.
Modifications: HaulCortex may modify these Terms by posting updated terms on our website with at least 30 days' notice for material changes. Your continued use of the Services after the effective date of changes constitutes acceptance.
Waiver: HaulCortex's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
Assignment: You may not assign your rights under these Terms without HaulCortex's prior written consent. HaulCortex may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
Force Majeure: Neither party shall be liable for failure or delay in performance resulting from circumstances beyond reasonable control, including natural disasters, government actions, telecommunications failures, or other force majeure events.
For questions about these Terms of Service, please contact us:
Email: hello@haulcortex.com
Mail: HaulCortex, Inc., 200 S Wacker Dr, Chicago, IL 60606
Phone: +1 (312) 847-2193