Last Updated: November 6, 2024
Please read these Terms of Service (these "Terms") carefully, as they constitute a legally binding agreement between Freigent Inc., a Delaware corporation ("FREIGENT," "we," "us" or "our") and an end-user and any employees, agents, contractors and any other entity on whose behalf the end-user accepts these terms (collectively, "you" and "your") and apply to your use of our website and Services (as defined below).
In case you are utilizing the Services as a representative of a party (e.g. your employer or customer, collectively the "Client"), your acceptance of these Terms also binds the Client.
This is a binding agreement.
If you use the Services or click accept or agree to these Terms if presented to you in a user interface for the Services, or you have signed a subscription agreement that serves as a master agreement, you are legally bound by the obligations in these Terms. If you are entering into these Terms on behalf of a Client, you represent and warrant that you have the authority to bind the Client to these Terms, and any reference to "you" and "your" will refer and apply to that party.
If you do not agree to all of these Terms, you shall not use the Service and you should not set up an Account (as defined).
By agreeing to these Terms, you expressly agree that except for limited circumstances, the parties will only resolve disputes by arbitration, solely on an individual basis.
You hereby agree to accept these Terms by opening an account under a username, notwithstanding any existing services agreement to which you may also be signatory which incorporated these Terms by reference.
You also agree to abide by other FREIGENT rules and policies, including our Privacy Policy (which explains what information we collect from you and how we protect it) that are expressly incorporated into and are a part of these Terms. Please read them carefully.
Once you accept these Terms you are bound by them until they are terminated. See Section 7 (Term and Termination).
Subject to your compliance with these Terms, FREIGENT hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right to use the Services solely for the purposes of utilizing the Service to manage your logistics operations, deploy AI voice agents, and automate fleet management, and solely in the manner described in these Terms and in any technical documentation contained in, or provided with, the Services.
You acknowledge and agree that you are only being granted a right to use the Services and nothing is being sold to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto, other than to use the Service in accordance with the use rights specified and other terms, conditions, and restrictions of these Terms. We reserve all other rights that are not granted in these Terms.
The Services include but are not limited to a hosted software solution ("Platform") that allows you to:
Our Platform provides an orchestration layer that integrates various AI and logistics capabilities including speech transcription, large language models (LLMs), voice synthesis, and automated communication workflows.
Our Platform interacts with our third-party service providers (our "Providers") as part of Services. We expect our Providers list to grow with time. You understand and agree that when you use the various aspects of the Services (i.e. transcription, LLM processing, voice generation, payment processing), we will be sharing Your Content (as defined) with each Provider, subject to each Provider's individual terms and conditions.
We do not make any representation and warranties on any Provider's behalf, nor are we an agent of any such Provider. We principally provide you a control layer to obtain the best experience possible for AI-enabled logistics automation using each such Provider's capabilities.
You agree to not, directly or indirectly (and will not permit any third party) to:
⚠️ HIPAA and PCI DSS Compliance
IMPORTANT: Freigent does not provide HIPAA-compliant or PCI DSS-compliant services. You must not use the Services to process, transmit, or store protected health information (PHI) or payment card information (PCI Data). Violation of this restriction constitutes a material breach of these Terms.
In all cases, FREIGENT will determine in our sole discretion whether any action of an end-user violates the above rules. Violation of the above rules is a breach of these Terms.
You understand that the Services will evolve from time to time. You acknowledge and agree that FREIGENT may update the Services on the Platform with or without notifying you, including adding or removing features, products, or functionalities. FREIGENT may also require you to accept updates to the software.
Usage of our Services is subject to the fees that are set out on our website or in your subscription agreement. The fees you pay will be based on your subscription tier and usage volume.
Nothing prevents us from revising the fees charged for our Services, or introducing new features and benefits and charging additional amounts. Your costs under any subscription to our Services will not change until your then current term of subscription ends (e.g. if you are a monthly subscriber, fees may change at the end of the month).
Our fees are separate and apart from the fees our Providers charge or those third parties that you may have subscribed to yourself.
To access the Services, you must register and obtain login credentials for an account ("Account") and provide information as prompted by the account registration flow. You represent and warrant that: (a) all registration information you submit is truthful and accurate; and (b) you will maintain and promptly update such information to keep it true, accurate, current and complete. You may delete your Account at any time, for any reason in accordance with Section 7(b).
The Services are only available to end-users who can form legally binding contracts under applicable law. By accessing or using the Services, you represent and warrant that you are at least 18 years of age or over the age of majority in the state or country where you are a resident or citizen. You are not eligible to be a Client or an end-user if you are barred from using the Services under the laws of the United States or any other applicable jurisdiction, including pursuant to Section 15 (Export Control) in these Terms.
When you create an Account with FREIGENT, you will be asked to choose a username and password. You acknowledge and agree that you are exclusively responsible for the security and confidentiality of your login credentials and for all use of the Services and all related charges that may arise from such use of the Services in connection with your login credentials, with or without your knowledge.
You may not share your Account or password with anyone, and you agree to notify FREIGENT immediately of any actual or suspected unauthorized use of your Account, your password or any other breach of security. Each end user must maintain their own credentials.
When you utilize our Service, all materials uploaded to or transmitted via the Platform is your content ("Your Content"). You own all rights and title in Your Content, including any Intellectual Property Rights (as defined). FREIGENT does not claim any ownership of Your Content or assert any rights under your Intellectual Property Rights other than as granted under these Terms.
You hereby grant FREIGENT a worldwide, royalty-free, sublicensable license to host, store, cache, use, display, reproduce, modify, adapt, edit, analyze, transmit, and distribute ("Handle") Your Content during the Term. This license to Handle is solely for the purpose of us and our Providers providing you the Services.
The specific information you permit us to Handle is determined by your usage and settings. As detailed in our Privacy Policy, we use only aggregated and anonymized data for AI model training and improvements. We do not utilize Your Content to obtain any customer-specific intelligence.
You agree that submission of any ideas, suggestions, documents, and/or proposals to FREIGENT ("Feedback") is at your own risk and that FREIGENT has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to FREIGENT a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback for any purpose.
The Services utilize technology and capabilities and contain certain materials provided by us as well as our licensors, including but not limited to, all proprietary software, content, information, images, text, graphics, illustrations, logos, and (as applicable) audio and video. FREIGENT and its licensors reserve all ownership and Intellectual Property Rights to all parts of our Services.
For the purposes of these Terms, "Intellectual Property Rights" means all (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases, and (iv) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Providers that deliver part of our Services, whether pursuant to a contract directly with you or through us, require rights to Handle Your Content as applicable to the service they provide. Each Provider has its own contractual terms that apply. Please review the specific terms of service or equivalent agreement which apply to the Provider that you elect to utilize. While we expect each Provider to comport to industry norms and comply with their privacy policies and the license and rights granted to them, we do not monitor nor make any guarantees or warranties in respect of their compliance with their contractual and legal obligations.
FREIGENT shall monitor your use of the Services, including the Platform, and collect and compile data and information related to all such use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform ("Aggregated Statistics").
Such Aggregated Statistics are wholly owned by the Company with all rights reserved and may be used for operating, developing, providing, promoting, and improving the Services.
By entering into these Terms or using the Services, you agree to receive communications from us, including via email, SMS, and/or push notifications. Communications from us may include, but are not limited to, operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, and news concerning FREIGENT and industry developments.
You can opt out of marketing communications by following the unsubscribe link in emails or updating your communication preferences in your Account settings.
These Terms commence on the earlier of the date you first opened an Account to use the Services or the date when you accepted these Terms, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section.
If you have breached any provision of these Terms, if FREIGENT is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), or if it is commercially impracticable for FREIGENT to provide the Services, FREIGENT has the right to, immediately and without notice, suspend or terminate any of the Services provided to you.
You agree that all terminations will be made in FREIGENT's sole discretion and that FREIGENT will not be liable to you or any third party for any termination of your Account, provided that if applicable, FREIGENT shall refund you any prepaid amount, on a pro-rata basis, for any duration of the term of subscription to our Service which remains after the termination of your Account.
You may terminate these Terms at any time by closing your Account and ceasing to use the Services. Please contact support@freigent.com to close your Account.
If Services are terminated for any reason, your use rights shall cease and you may not be able to access your Account and all related information or files associated with or inside your Account (or any part thereof) may be deleted. FREIGENT will not have any liability whatsoever to you for any suspension or termination.
The following Sections shall survive any termination of your use right: This Section 7(e), Sections 4(a), 4(b)(ii), 4(c), 4(d), 5, 7(d), 9, 10, 11, 12, 15, 17, and 20.
These Terms are subject to occasional revision by FREIGENT. When changes are made, FREIGENT will make a new copy of these Terms of Service available on the website. We will also update the date at the top of these Terms. If we make any substantial changes, and you have registered with us to create an Account, we will also send an email to you at the last e-mail address you provided to us to notify you.
Any changes to these Terms will be effective immediately for new registered users of the Services and will be effective 30 days after posting notice of such changes on the website for existing registered users, provided that any material changes will be effective for registered users who have an Account with us upon the earlier of 30 days after posting notice of such changes on the website or 30 days after dispatch of an e-mail notice of such changes to registered users.
FREIGENT may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGES AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES. OTHERWISE, YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.
You agree, to the extent permitted by law, to indemnify, defend, and hold harmless FREIGENT, our directors, officers, stockholders, employees, licensors, providers, and agents ("FREIGENT Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") due to, arising out of, or relating in any way to:
FREIGENT reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with FREIGENT in asserting any available defenses.
FREIGENT will defend, indemnify and hold harmless each you and as applicable your officers, directors, employees, contractors and licensors (collectively, "Subscriber Indemnitees"), from and against any costs, damages (including reasonable attorneys' fees) that are awarded in final judgment against or paid in settlement in connection with any action or suit brought against a Subscriber Indemnitee by a third party based upon a third-party claim that:
Subscriber Indemnitees agree to provide FREIGENT reasonable cooperation, at FREIGENT's expense, in the defense and settlement of such claim.
⚠️ IMPORTANT DISCLAIMER
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS.
FREIGENT EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Except as explicitly provided hereunder, FREIGENT makes no representation, warranty, or condition with respect to the Services, including but not limited to, the quality, effectiveness, and other characteristics of the Services, and of those of the Providers. FREIGENT makes no representation or warranty that the Services will be uninterrupted, error-free, or timely. The Services may be subject to delays, cancellations and other disruptions.
No advice or information, whether oral or written, obtained from FREIGENT or through the Services will create any warranty not expressly made in these terms.
SOME COUNTRIES, STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE TERMS HEREIN MAY NOT FULLY APPLY TO YOU.
LIABILITY CAP
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL A PARTY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WILL NOT BE LIABLE BEYOND THE GREATER OF (i) $100 USD, (ii) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM.
THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.
SOME COUNTRIES, STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE TERMS HEREIN MAY NOT FULLY APPLY TO YOU.
These Terms and all related orders and subscriptions related hereto, and all matters arising out of or relating to these Terms, are governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws provisions thereof.
You and FREIGENT agree that any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a "Dispute") arising out of will be resolved by binding arbitration, rather than in court, except for:
You and FREIGENT agree that good faith informal efforts to resolve disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and FREIGENT therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet or confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this clause ("Informal Dispute Resolution Conference").
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which will occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to FREIGENT that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@freigent.com.
The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your dispute.
YOU AND FREIGENT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and FREIGENT are instead electing that all disputes will be resolved by arbitration under these Terms, except as set out under Section 12(b) above.
YOU AND FREIGENT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.
These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision in these Terms with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Section 12 and any arbitration proceedings.
If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and FREIGENT agree that either party will have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the AAA Commercial Arbitration Rules then in effect in the city of San Francisco, California, by one arbitrator alone and such arbitrator will have exclusive authority to resolve any dispute.
The Services can be accessed from countries around the world and may contain references to features and services that are not available in your country. FREIGENT makes no representations that the Services are appropriate or available for use in other locations.
Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local laws. If you are using the Services and are not in the United States, you agree that the location for dispute resolution is acceptable to you and that you will not challenge the forum as being inconvenient for you.
If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.
Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List.
By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You also will not use the Services for any purpose prohibited by U.S. law. You acknowledge and agree that products, services or technology provided by FREIGENT are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer FREIGENT products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be deemed given:
You may give notice to FREIGENT at the following email address: support@freigent.com
These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without FREIGENT's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
FREIGENT may assign these Terms and any other right or obligation to a party without any consent or notification requirement to you.
FREIGENT will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
These Terms, along with any FREIGENT ordering document such as master agreement, or as found on FREIGENT's website, make up the final, entire, and exclusive agreement between you and FREIGENT with respect to the subject matter hereof and supersede any prior agreements and discussions, both written and oral, with respect to such subject matter.
No purchase order or other document issued by you in respect of our Services shall control.
FREIGENT welcomes comments, questions, concerns, or suggestions. Please send us any inquiries at:
Email: support@freigent.com
Subject line: "Terms of Service Inquiry"
We will respond to your inquiry within 30 days.