Software and Data Access Terms and Conditions
These Terms and Conditions (“Terms”) govern the use of Flexport’s Software and User access, retrieval, and use of Data and Services by any means or channel, including direct access via the Platform and access via Third-Party Platforms, such as AI agents, Connectors, plugins, and application programming interfaces.
DEFINITIONS
“Confidential Information” means, with respect to a party hereto, (a) the terms and conditions or any other agreement executed between the parties, (b) all nonpublic information concerning the business, technology, products, services, internal structure and strategies of the disclosing party, specifically including, without limitation, Software, Documentation, end-user materials, Intellectual Property Rights, proposals, designs, concepts, methodologies, inventions, source or object code, developments, research, programs, databases, referral sources, customers, prospective customers, know-how, procedures, financial information or licensing policies, and (c) any other information clearly labeled by the disclosing party as “confidential” prior to its disclosure (whether in writing, electronically, or through metadata or other machine-readable designation), otherwise deemed as Confidential Information under these Terms, or which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment under the circumstances. Confidential Information shall retain its protected status regardless of the channel through which it is accessed, including when accessed through any Connector or Third-Party Platform. The following information will not be considered Confidential Information: (i) information that was in the public domain prior to its disclosure; (ii) information that becomes part of the public domain by any means other than through violation of the relationship between the parties; (iii) information independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or (iv) information received from a third party not under any obligations of confidentiality.
“Connector” means any software integration, plugin, extension, application programming interface, or protocol (including a Model Context Protocol or “MCP”) that enables User to access the Platform, the Services, or Data through a Third-Party Platform.
“Data” means, collectively, User Content, Platform and Service Data, and any other information, records, or materials (including shipment details, rates, pricing, booking information, customs data, invoices, charges, documents, analytics, and operational information) that is accessed, retrieved, transmitted, processed, or made available through the Platform, the Services, or any Connector, regardless of origin.
“Defect” means a reproducible, material failure of the Platform to conform to its published documentation.
“Documentation” means any user manuals, technical specifications, help materials, and other documentation made available by Flexport in connection with the Platform or Services, as updated from time to time.
“Flexport” means Flexport, Inc. and its subsidiaries and affiliates, including but not limited to Flexport International LLC, Flexport Freight, Inc., Flexport Group BV, Flexport Capital LLC, Flexport Canada, Inc., Flexport Mexico S. de R.L. de C.V., Flexport APAC Group Limited, Transmission LLC, Flexport Freight LLC, and Flexport Insurance Holding Co.
“Intellectual Property Rights” means all patents, copyrights, trademarks, services marks, trade secrets, moral rights, database rights, and any other intellectual property or proprietary rights recognized in any jurisdiction, whether registered or unregistered.
“Platform” means Flexport’s proprietary web application, APIs, Software, and underlying technical systems and infrastructure through which the Services are made available to User, including the Flexport Client App and any related interfaces, portals, or integration endpoints.
“Platform and Service Data” means any registration data, user logs, configuration settings, usage data, metadata, and other data generated, collected, or derived in connection with User’s access to or use of the Platform or the Services, regardless of whether such data was affirmatively entered by User or generated by the Platform or the Services. Platform and Service Data is not User Content. Flexport may access, retain, use, and process Platform and Service Data as reasonably necessary to operate the Platform, provide and improve the Services, and comply with applicable law, and such data is not subject to the deletion or return obligations set forth herein.
“Services” means the logistics management capabilities and functional features made available by Flexport to User through the Platform, including shipment booking and tracking, customs management, supply chain visibility, freight analytics, document management, and any other functionality offered by Flexport as part of its logistics software offering, as may be updated or modified by Flexport from time to time in accordance with these Terms.
“Software” means Flexport’s proprietary software made available to User as part of the Platform or Services, including any updates, enhancements, or patches thereto.
“Term” means the period during which User has an active account and uses the Services, commencing on the date User first accesses the Platform and ending on the date of expiration or termination of all applicable service agreements or, if none, upon User cessation of use of the Platform.
“Third-Party Platform” means any software, application, service, artificial intelligence system, AI agent, large language model interface, browser, or other technology platform operated by a third party (including, without limitation, platforms operated by Google, Anthropic, OpenAI, Microsoft, or their affiliates) through which User may access, retrieve, query, or interact with the Platform, the Services, or Data.
“User Content” means all content, data and materials selected, provided, entered, uploaded, transmitted, or otherwise made available by User to Flexport in electronic or hard copy formats through the Platform, the Services, any Connector, or any Third-Party Platform. Except where specifically stated otherwise herein, all specific User Content shall be considered Confidential Information of User.
“User Proposals” any suggestions, comments, or other feedback that User provides to Flexport with respect to the website, Platform, Services, or any other Flexport product or service.
“User(s)” means any company, person, agent, bot, or other entity that has access to the Platform for any reason, including having a commercial relationship with Flexport, and any of their authorized personnel, including employees and, where permitted, suppliers who are authorized to access and use the Platform on such User’s behalf.
SOFTWARE USAGE
Terms. These Terms apply to the Software features and functions, as well as Data and Services, provided by Flexport to User by any manner. By accessing the Platform or Data or by using the Services, User agrees to be bound by these Terms. These Terms come into effect on the first day the User accesses the Platform or Data or uses any of the Services. The duration of these terms is two (2) years from the last day the User accesses the Platform or Data or uses any of the Services.
Registration. To access the Platform and use many aspects of the Services, User must first complete the Flexport registration process via the Platform or by other means. User agrees: (a) to provide accurate, current and complete information about the company and User’s position within that company as part of the registration process (“Registration Data”); (b) to maintain the security of User’s password(s); (c) to maintain and promptly update the Registration Data, and any other information provided to Flexport, and to keep it accurate, current and complete; (d) to be responsible for maintaining the security of User’s account and safeguarding User’s password(s); and (e) to be fully responsible for any activities or transactions that take place using User’s account(s) or password(s), even if the User was not aware of them.
Access to Platform. Subject to these Terms and on the Registration Data (if applicable), Flexport will grant to User non-exclusive, non-transferable, and revocable right to: (i) access the Platform and use the Services, together with their associated documentation, solely for User’s own internal business purposes when arranging logistical services offered by Flexport; (ii) access and use any Data or reports that Flexport makes available to User through the Platform as part of the Services, solely in conjunction with User’s use of the Services; and (iii) access the Platform, the Services, and Data through Connectors and Third-Party Platforms, subject to the additional terms and conditions set forth herein.
Users. Each User account is valid for one User only and may not be shared concurrently or otherwise by or among multiple Users. User may harvest or reassign User accounts to new Users within its organization. Users of the Platform are limited solely to User’s employees or their suppliers.
Use Limitations. Modification, reverse engineering, reverse compiling, disassembly of or creation of derivative works incorporating the Platform, Platform and Service Data, or any portion or component thereof, is expressly prohibited. Except as expressly authorized by these Terms, User shall not unbundle, sublicense, assign, transfer, display, distribute, rent, resell or lease the Platform, the Services, the Platform and Service Data, or any portion or component thereof to any third party. Further, the User may not (a) use the Platform or the Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (b) build a competitive product or service, or copy any features or functions of the Platform or the Services (including, without limitation, the look-and-feel of the Platform or the Services); (c) interfere with or disrupt the integrity or performance of the Platform or the Services; (d) disclose to any third party any performance information or analysis relating to the Platform or the Services; (e) remove, alter or obscure any proprietary notices in or on the Platform or the Services, including copyright notices; (f) use the Platform or the Services or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in jurisdictions governing User’s activity; (g) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform, the Software, the Documentation, or Data relating to the Services, except to the limited extent that applicable law prohibits such a restriction; (h) use any Third-Party Platform to access Data in a manner that violates the applicable Third-Party Platform’s terms of service or acceptable use policies; (i) use any Connector or Third-Party Platform for any malicious, harmful, or unauthorized purpose, including to circumvent security controls, extract Data in violation of these Terms, or enable unauthorized access to Flexport systems; (j) use the Platform, the Services, or the Platform and Service Data to train, fine-tune, retrain, or otherwise improve its artificial intelligence models, machine learning systems, or the models or systems of any third party; or (k) cause or permit any third party to do any of the foregoing.
Right to Terminate Usage. User may terminate its use of the Platform at any time. Such termination of use shall not relieve User of any payment obligations accrued prior to the date of termination, nor shall it affect any rights or obligations under any separately executed services agreement between the parties. Flexport may terminate User’s access to any Flexport Platform, System, Data, or Software at any time unless otherwise agreed in writing.
Access After Termination of Services. Users who are customers of Flexport are granted access to the Platform, to the extent applicable, at least one (1) year after the last shipment has been completed in the event the User chooses to cease using Flexport’s freight services.
Third-Party Vendors. User understands that Flexport uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate the Platform and deliver the Services, and User agrees that Flexport is not and will not be liable or responsible for the acts or omissions of such third-party vendors or hosting partners.
Electronic Communication. By accessing the Platform and using the Services, User consents to receiving electronic communication from Flexport for operational and logistical purposes related to the Services. Any consent to receive marketing or promotional communications from Flexport shall be separately and expressly obtained from User in accordance with applicable law, including, where required, under the EU General Data Protection Regulation (“GDPR”), the UK GDPR, and the California Consumer Privacy Act (“CCPA”).
USER CONTENT AND OWNERSHIP
User retains ownership rights to its User Content, subject to the licenses granted to Flexport in these Terms. By making available any User Content through the Services, User hereby grants to Flexport a worldwide, non-exclusive, non-transferable, royalty-free license, with the right to use, copy, adapt, modify, and otherwise process User Content for the purposes of providing and improving the Services. Flexport does not generally view or disclose User’s User Content. Occasionally Flexport may need to view User Content in connection with operating the Platform or delivering the Services. Flexport may also perform statistical analyses on User Content in connection with developing or optimizing the Services. The use thereof is further explained in Flexport’s privacy policy. This license shall terminate upon expiration or termination of these Terms, except that Flexport may retain and use de-identified or aggregated User Content as set forth in Section 3.4. This Section 3.1 applies solely to User Content. It does not apply to Platform and Service Data, which Flexport may access, retain, use, and process as set forth in the definition of Platform and Service Data above, without regard to the expiration or termination of these Terms.
Flexport will only disclose User Content to its employees, contractors, and affiliated organizations that (i) need to know that information in order to process it on Flexport’s behalf or to provide the Services, and (ii) that have agreed not to disclose it to others and with whom we have contracts in place governing our relationship. Other than to its employees, contractors, and affiliated organizations, as described above, Flexport discloses User Content only when required to do so by law, or when Flexport believes in good faith that disclosure is reasonably necessary to protect the property or rights of Flexport, third parties, or the public at large.
Flexport does not claim any ownership rights in User Content, and nothing in these Terms will be deemed to restrict any rights that User may have to use and exploit User Content. User is solely responsible for all User Content that it makes available through the Platform and that such User Content complies with all applicable data protection and privacy laws, including without limitation the EU GDPR, the UK GDPR, the CCPA, and any other applicable national or regional privacy legislation. Flexport does not have any obligation to review or scan any User Content for any purpose, including without limitation for measuring quality, filtering content, or detecting the presence of malware. Flexport makes no representations regarding the compliance of any User Content with any applicable laws or regulations.
By submitting or uploading User Content to the Platform, User grants Flexport a worldwide, royalty-free, and non-exclusive license to create aggregations and summaries of the User Content or portions thereof and to use, disclose, and distribute such aggregations publicly to any third party in support of our business (during the Term and, with respect to de-identified or aggregated data only, following expiration or termination of these Terms), provided that such aggregations and summaries do not directly or indirectly identify User or User Content.
Notwithstanding the foregoing, User may also disclose to Flexport certain User Content, including without limitation User Proposals, via Flexport’s Platform communication tools. By submitting User Proposals to Flexport, User hereby grants to Flexport a royalty-free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer, incorporate into Flexport’s products or services, create derivative works from, or otherwise exploit any such User Proposals without any compensation to User.
In the event User requests from Flexport to remove User Content, Flexport will do so taking into account its administrative obligations under law. Notwithstanding any deletion obligations in Section 5, Flexport may retain User Content for the period required by applicable law, including accounting and commercial documentation retention obligations. Any such retained User Content will continue to be subject to the confidentiality obligations of these Terms. This Section 3.6 applies solely to User Content. It does not restrict Flexport’s ability to retain, use, or process Platform and Service Data, which is not subject to any deletion or return obligation under these Terms.
INTELLECTUAL PROPERTY & TRADEMARKS
Flexport owns all rights, title and interest in and to the Platform and the Services, and all Intellectual Property Rights therein. The look and feel of the Platform and the Services, including any custom graphics, button icons, and scripts are also the property of Flexport, and User may not copy, imitate, or use them, in whole or in part, without Flexport’s prior written consent. Flexport reserves all rights not expressly granted to User in these Terms, and Flexport does not grant any licenses to User or to any other party under these Terms, whether by implication, estoppel or otherwise, except as expressly set forth herein.
User acknowledges and agrees that any Flexport names, trademarks, service marks, logos, trade dress, or other branding included on the Platform or as part of the Services are owned by Flexport and may not be copied, imitated, or used (in whole or in part) without Flexport’s prior written consent. All other trademarks, names, or logos referenced on the Platform or through the Services (“Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners.
LICENSE GRANT, USE RESTRICTIONS, ARTIFICIAL INTELLIGENCE, AND THIRD-PARTY PLATFORM ACCESS
License Grant. Flexport hereby grants to User a limited, revocable, non-exclusive, non-sublicensable, non-transferable, worldwide, royalty-free right and license to access and use the Platform and Services during the Term solely for User’s internal and lawful business operations in connection with the Services. All rights not specifically granted herein are reserved by Flexport or its licensors, including the right, in Flexport’s sole discretion, to make changes to the Platform and Services, including the delivery formats, integration methods, or medium to access the Platform and use the Services.
Data Ownership. Each party is and will remain the sole and exclusive owner of all right, title, and interest in and to its own Intellectual Property and data. User owns User Content, subject to the licenses granted to Flexport in these Terms. Flexport owns all rights in and to its own data, the Platform, Flexport systems, cooperation methods, routing logic, pricing models, benchmarks, aggregated or de-identified analytics, trade lane insights, performance metrics, and improvements, enhancements, or derivatives thereof, including any work or improvements using de-identified or aggregate User Content but excluding identifiable User Content except as expressly licensed herein. Nothing in these Terms transfers or assigns to either party the other party’s trademarks, Intellectual Property, users, or data, except as expressly licensed.
Artificial Intelligence and Machine Learning. User grants Flexport a non-exclusive, royalty-free license to use, copy, transmit, aggregate, and create derivatives of User Content as necessary to provide, secure, support, troubleshoot analyze, develop and improve the Services, including the right to use User Content (in de-identified or aggregated form) and AI-generated outputs to train, test, validate, analyze, evaluate, fine-tune, benchmark and develop Flexport’s artificial intelligence and machine learning models and systems (“Model Improvements”). Model Improvements are the exclusive property of Flexport, constitute Flexport’s Confidential Information, and are not User Content; Model Improvements are not subject to any deletion, return, or restriction obligation under these Terms. Flexport shall implement reasonable technical measures designed to prevent Model Improvements from directly exposing User’s identifiable personal information. User acknowledges and consents to User’s Data (including User Content and Platform and Service Data associated with User’s account) flowing through and being processed by the Third-Party Platform’s infrastructure to facilitate such access, and User accepts all risks associated with such data flow.
Third-Party Platform Access via Connectors. User may access the Platform, the Services, and Data through Connectors that enable integration with Third-Party Platforms, including artificial intelligence platforms, AI agents, and large language model interfaces. By accessing Data or Services through any Third-Party Platform:
User agrees that User’s use of any Third-Party Platform is governed by that Third-Party Platform’s own terms of service, privacy policy, security protocols, and acceptable use policies, and that Flexport is not responsible for the acts, omissions, terms, security, safeguards, or policies of any Third-Party Platform provider;
User acknowledges that Third-Party Platforms, including AI systems, may summarize, reframe, interpret, or otherwise process Data before presenting it to User, and that such processing may result in outputs that differ from, are incomplete relative to, or are inconsistent with the underlying Data;
User agrees that Flexport shall have no liability for any inaccuracies, errors, omissions, or misrepresentations in Data or outputs presented by any Third-Party Platform, including any AI-generated summaries, interpretations, recommendations, or other outputs that are based on or derived from Data;
User shall not rely on any output from a Third-Party Platform as a substitute for verifying information directly through the Platform or using any other appropriate governance controls or human oversight, and User assumes all risk associated with decisions made based on Third-Party Platform outputs, including any financial, operational, or regulatory consequences thereof;
User represents and warrants that User will not use any Connector or Third-Party Platform for any malicious, harmful, fraudulent, or unlawful purpose, or in any manner that could damage, disable, overburden, or impair the Platform or the Services; and
User is solely responsible for configuring and managing access controls, approvals, and permissions for Connector access within User’s organization, and Flexport shall have no liability for any unauthorized access that results from User’s failure to properly configure such controls.
Third-Party Platform Data Handling. User acknowledges that when accessing Data through Third-Party Platforms: (i) such Third-Party Platforms may retain, log, cache, or process Data in accordance with their own data handling policies, which may differ significantly from Flexport’s data handling practices; (ii) Flexport has no control over and makes no representations or warranties regarding any Third-Party Platform’s data retention, security, privacy, or confidentiality practices; (iii) certain Third-Party Platforms may use Data, including data derived from User’s interactions with Flexport through such platforms, to train, improve, or develop their artificial intelligence models or other products, subject to such Third-Party Platform’s terms and User’s settings within such Third-Party Platform, and User is solely responsible for reviewing and configuring such settings; and (iv) User is responsible for reviewing and understanding each Third-Party Platform’s data handling practices before accessing Data through such platform and for ensuring compliance with User’s own data governance and confidentiality obligations. User agrees that Flexport shall have no liability for any Third-Party Platform’s use, retention, processing, disclosure, or mishandling of Data accessed through a Connector.
Connector Availability and Modifications. Flexport may, in its sole discretion: (i) modify, suspend, or discontinue any Connector or the availability of the Platform or Services through any Third-Party Platform at any time, with or without notice; (ii) impose or modify rate limits, usage restrictions, or other technical limitations on Connector access; and (iii) revoke User’s or any User’s access to any Connector immediately if Flexport reasonably believes such access poses a security risk, violates these Terms, or is required by a Third-Party Platform provider. User acknowledges that Third-Party Platform providers may also modify, suspend, or discontinue their platforms or the availability of Flexport Connectors within their platforms, and that Flexport shall have no liability for any such actions by Third-Party Platform providers.
Write Operations via Connectors. Certain Connectors may enable User to perform write operations, including creating bookings, amending shipments, or sending messages through Third-Party Platforms. User acknowledges that: (i) such write operations initiated through Third-Party Platforms have the same legal and operational effect as if initiated directly through the Platform; (ii) User is solely responsible for all write operations initiated through any Third-Party Platform using User’s credentials, regardless of whether such operations were initiated by the User, by an AI system on behalf of the User, or as a result of AI system behavior, including any hallucinations, errors, or autonomous actions by the AI system; (iii) Flexport strongly recommends that User configure approval requirements for write operations within User’s organizational settings; and (iv) Flexport shall have no liability for any erroneous, unauthorized, or unintended write operations initiated through Third-Party Platforms, including but not limited to incorrect bookings, erroneous amendments, or unintended communications.
Incident Notification. User shall promptly notify Flexport in writing (and in no event later than seventy-two (72) hours after becoming aware) of any security incident, data breach, unauthorized access, prompt-injection attack, data exfiltration, or other compromise that may affect or infiltrate Flexport’s Platform, Systems, Data, or Software. Such notification shall include, to the extent known, a description of the incident, the categories and approximate volume of Data affected, and the corrective measures taken or planned.
SERVICE GUARANTEES
Availability. Flexport will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for planned downtime and unforeseen circumstances.
Defects. Flexport represents and warrants that, to its knowledge, the Platform is free from any material Defects. In the event of discovery of any Defect, User agrees to provide Flexport with sufficient detail to allow Flexport to verify and reproduce the error, and Flexport shall use commercially reasonable diligence to endeavor to correct such Defect.
Prevention. With the use of multiple data centers, Flexport ensures to minimize the risk of full server outage. Regular backups are made to prevent data loss.
Continuity of Service. In event of a software system failure, Flexport will ensure that its freight and other services will be executed by an operational team regardless of any limitations this may entail. Continuity of the services will be safeguarded because usage of the Platform is not mandatory to fulfill logistical obligations.
Security. Flexport will implement and maintain appropriate technical and organizational measures to protect User Content and its Software against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access (“Security Measures”). These Security Measures will have regard to the state of the art, the costs of implementation and nature, scope, context and purposes of the processing of data, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
Non-Infringement. Flexport warrants that Flexport owns the Software and any software included in the Platform, including all associated Intellectual Property Rights, or otherwise has the right to grant User the rights for usage. Flexport warrants that, to its knowledge, the Platform does not infringe any valid and issued U.S. patents, copyrights, trademarks, trade secrets, or other proprietary rights of any third parties.
LIMITATIONS ON SERVICES
Condition of Software. The Platform is offered “as is.” Except as expressly set forth in Section 6 or any executed written agreement, the Platform is provided without any additional performance guarantees. Flexport does not commit to quantified uptime, availability, or security key performance indicators beyond the commercially reasonable efforts standard in Section 6.1. Flexport retains the right to make improvements or modifications to the Platform as it deems fit, provided that material changes that reduce functionality will be communicated to User with reasonable advance notice.
Accessibility. User understands and agrees that from time to time the Platform may be inaccessible or inoperable during normal business hours in the event of periodic maintenance procedures or repairs which Flexport deems necessary and may undertake. Flexport will not be liable for failure to provide access to the Platform due to any emergency maintenance, any catastrophic system failure at Flexport, any failures of User’s equipment or systems, or due to other acts outside the control of Flexport.
EXPORT COMPLIANCE
The Platform, the Services, the Software, and the Documentation may be subject to export laws and regulations of the United States and other jurisdictions, and any use or transfer of the Platform, the Services, the Software, or the Documentation must be permitted under these laws and regulations. Each party represents that it is not named on any U.S. government or EU denied-party list. User shall not enable use of the Services in a U.S. or EU-embargoed country (any country or territory subject to comprehensive U.S. OFAC sanctions programs or EU restrictive measures, as updated from time to time) or in violation of any U.S. and EU export law or regulation.
DISCLAIMER
USER ACKNOWLEDGES THAT THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND THAT USER’S USE OF THE WEBSITE AND THE SERVICES IS AT USER’S SOLE RISK. FLEXPORT DOES NOT WARRANT: (I) THAT THE WEBSITE OR THE SERVICES WILL MEET USER’S SPECIFIC REQUIREMENTS, (II) THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT USER OBTAINS THROUGH THE WEBSITE OR THE SERVICES WILL MEET USER’S EXPECTATIONS, (V) THAT ANY ERRORS IN THE WEBSITE OR THE SERVICES WILL BE CORRECTED, OR (VI) THAT ANY DATA, OUTPUTS, SUMMARIES, INTERPRETATIONS, OR RECOMMENDATIONS PROVIDED BY OR THROUGH ANY THIRD-PARTY PLATFORM (INCLUDING ANY ARTIFICIAL INTELLIGENCE SYSTEM, AI AGENT, OR LARGE LANGUAGE MODEL) THAT IS BASED ON OR DERIVED FROM DATA WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR ANY PURPOSE. FLEXPORT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, FLEXPORT MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY OUTPUTS GENERATED BY THIRD-PARTY PLATFORMS BASED ON DATA, AND USER ASSUMES ALL RISK ASSOCIATED WITH RELIANCE ON SUCH OUTPUTS.
INDEMNIFICATION OF INTELLECTUAL PROPERTY
Indemnification by Flexport. Flexport shall defend, indemnify and hold harmless User and its officers, directors, employees, agents and representatives from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any third party alleging infringement by the Platform of any valid and issued U.S. patent, copyright, trademark or trade secret of such third party.
Indemnification by User. To the fullest extent possible by applicable laws User shall defend, indemnify and hold harmless Flexport and its subsidiaries, officers, employees, agents and representatives from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any third party arising out of or relating to: (a) these Terms or User’s representations, warranties or obligations hereunder; (b) User’s use of the Platform, including any Data; (c) any unacceptable use of the Platform by User through its User’s account, including, without limitation, any statement, Data or content made, transmitted or republished by User which is prohibited under applicable law or by these Terms; (d) any intentional or negligent act or omission of User; (e) User’s violation of any third party rights, including, without limitation, any intellectual property or privacy right; (f) User’s access to or use of any Connector or Third-Party Platform to access Data or Services; or (g) any violation of a Third-Party Platform’s terms of service, acceptable use policy, or other applicable requirements in connection with User’s use of a Connector.
LIMITATION OF LIABILITY
In no event will Flexport be liable to User or to any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, loss of Data, or any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of, or in connection with these Terms or User’s use (or inability to use) any part of the Platform, the Services, Data, or any Connector or Third-Party Platform, whether in contract, tort, strict liability or otherwise, even if Flexport has been advised or is otherwise aware of the possibility of such damages. Without limiting the foregoing, Flexport shall not be liable for any damages or losses arising out of or related to: (a) User’s access to or use of any Connector or Third-Party Platform, including any artificial intelligence system, AI agent, or large language model; (b) any inaccuracies, errors, omissions, hallucinations, or misrepresentations in any outputs, summaries, interpretations, or recommendations generated by any Third-Party Platform based on or derived from Data; (c) any decisions made or actions taken by User in reliance on any Third-Party Platform output; (d) any Third-Party Platform’s retention, processing, use, or disclosure of Data; (e) any modification, suspension, or discontinuation of any Connector or Third-Party Platform by Flexport or by any Third-Party Platform provider; or (f) any security incident, data breach, or unauthorized access occurring within any Third-Party Platform’s infrastructure. Except for each party’s indemnification obligations under Section 10, each party’s aggregate liability arising out of or related to these Terms shall not exceed the amounts paid or payable by User to Flexport for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.
CHANGES TO TERMS AND CONDITIONS
Flexport reserves the right to change or modify these Terms, or any of our other policies or guidelines, at any time. Flexport will post the revised Terms on the Site and revise the date of these Terms. Any changes or modifications will be effective from the date these Terms have been publicized. User’s continued access to the Platform or use of any of the Services following such notice constitutes User’s acceptance of the modified Terms.
Flexport reserves the right – at any time, subject to the notice requirements in Section 7.1 for material changes – to modify the Platform or the Services, or any part of them, temporarily or permanently. Flexport may modify the Platform or the Services for a variety of reasons, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.
PRIVACY POLICY
Flexport will process all personal information in accordance with its privacy policy available at www.flexport.com/privacy when personal information is processed. By accessing the Platform and using the Services, User consents to Flexport’s collection, use, and disclosure of information as set forth in our privacy policy, as Flexport may update that policy from time to time. User acknowledges that when accessing Data or Services through Third-Party Platforms, such Third-Party Platforms may process personal information in accordance with their own privacy policies, and that Flexport is not responsible for any Third-Party Platform’s privacy practices.
GOVERNING LAW
These Terms shall be governed by and construed in accordance with the controlling laws of (i) the Netherlands, if User is domiciled in a country in Europe, or (ii) the United States of America and the State of California, if User is domiciled anywhere else, in each case excluding rules governing conflict of law and choice of law. The courts in Amsterdam, the Netherlands shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms if Dutch law applies and the Federal and state courts within San Francisco California shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms if United States and the State of California laws apply. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts and service of process being effected upon it by registered mail sent to the Legal Notice address provided by such party under these Terms. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to these Terms nor to any dispute or transaction arising out of these Terms.
Last Revised: August 20, 2026