Terms of Service

1. Acceptance of Terms

By accessing or using the Mylo AI Platform, you agree to be bound by these Terms of Service (the "Terms") and our Privacy Policy. You must be at least 18 years old and have the authority to bind the company or organization you represent to these Terms. If you do not agree, do not access or use the Platform.

These Terms form a binding contract between you ("Customer," "you," or "your") and Ship Labs LLC (doing business as Mylo AI) ("Mylo AI," "we," "our," or "us"). Your Order Form (the "Order Form") referencing these Terms sets forth your subscription details and pricing. These Terms and the Order Form collectively form the entire agreement between you and Mylo AI (the "Agreement").

By continuing to access or use the Mylo AI Platform after these Terms are posted or updated, you confirm your acceptance and agree to be bound by them on behalf of yourself or the entity you represent.

2. Definitions

• "Mylo AI Platform" means Mylo AI's AI agent platform supporting freight brokers and logistics teams — including automated load sourcing, rate lookup, and bid submission — across sales and operations functions.
• "Customer Data" means data provided by or on your behalf to the Platform, including email content, TMS data, load history, and customer information.
• "Documentation" means Mylo AI's user manuals, online help, and other written materials describing the Platform.
• "Confidential Information" means information disclosed by either party that is marked as confidential or is reasonably understood to be confidential, excluding information that is public, previously known, independently developed, or lawfully disclosed by a third party.

3. Provision and Use of the Platform

We grant you a non-exclusive, non-transferable right to access and use the Platform for your internal business purposes during your subscription term. You are responsible for all activity under your account and must maintain the security of your credentials. Notify us immediately of any unauthorized access or use.

The Platform may integrate with third-party tools (including email providers, TMS platforms, and rate intelligence services) governed by their own terms. You are responsible for complying with those third-party terms in connection with your use of integrations.

Affiliates may use the Platform under separate Order Forms. Each Order Form is a separate contract between us and the applicable entity.

4. Fees and Payment

Fees are set forth in your Order Form and are payable in USD within thirty (30) days of invoice. All fees are non-cancelable and non-refundable except as expressly stated in the Order Form or these Terms. We may adjust fees at renewal with at least sixty (60) days' prior written notice.

Unpaid amounts accrue interest at 1% per month (or the maximum rate permitted by law, whichever is lower) from the date due. You are responsible for all applicable taxes, levies, and duties other than those assessed on our net income.

5. Proprietary Rights

You own your Customer Data. We own the Platform and all related intellectual property, including all software, models, algorithms, interfaces, and documentation. Nothing in these Terms transfers any ownership of our IP to you.

You grant us a limited, non-exclusive right to use your Customer Data solely to provide and improve the Platform for your benefit. We may use aggregated, anonymized data derived from Platform usage ("Ecosystem Data") to enhance our services, provided that such data cannot be used to identify you or your customers.

You grant us a royalty-free, worldwide license to incorporate feedback, suggestions, or ideas you provide into the Platform without any obligation to you.

6. Confidentiality

Both parties agree to protect the other's Confidential Information using at least the same degree of care used to protect their own confidential information (but not less than reasonable care), and to use it only as necessary to perform under these Terms.

Disclosure is permitted to affiliates, contractors, or advisors who are bound by confidentiality obligations no less protective than those in these Terms, or as required by law or court order — in which case the disclosing party will provide prompt prior notice to the other party to the extent permitted by law.

Confidentiality obligations survive for three (3) years following termination of the Agreement, except with respect to trade secrets, for which obligations survive indefinitely.

7. Restrictions

You may not:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or algorithms from the Platform;
• Use the Platform to build a competing product or service;
• Interfere with or disrupt the integrity, security, or performance of the Platform or its underlying infrastructure;
• Use the Platform to process or transmit unlawful content or in violation of any applicable law or regulation;
• Export, re-export, or transfer the Platform in violation of applicable U.S. export control or sanctions laws; or
• Sublicense, sell, resell, or otherwise transfer your rights to the Platform without our prior written consent.

8. Security and Privacy

We maintain administrative, technical, and physical safeguards aligned with industry standards to protect Customer Data against unauthorized access, use, or disclosure.

We act solely as a data processor and service provider under applicable privacy laws. We will not sell Customer Data to third parties or use it to train general-purpose AI models without your explicit consent.

We collect and use limited personal information necessary to operate and improve the Platform, including account details, contact information, and usage data. We may share such information with trusted service providers who support the Platform's operation, subject to confidentiality and security obligations consistent with these Terms.

You retain ownership of all Customer Data. We retain system and performance data generated through use of the Platform ("Ecosystem Data"), which we may use in aggregated, anonymized form to maintain and improve our services.

If you are located in a jurisdiction that grants specific privacy rights (such as California or the European Union), you may contact legal@myloai.com to exercise any applicable data access or deletion rights.

9. Warranties and Disclaimers

We warrant that the Platform will materially perform as described in the Documentation during your subscription term. Your exclusive remedy for a breach of this warranty is re-performance of the affected service or, at our discretion, a pro-rata refund of prepaid fees for the affected period.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM VULNERABILITIES.

10. Indemnification

By Us. We will defend, indemnify, and hold you harmless against any third-party claim alleging that the Platform, as provided by us and used in accordance with these Terms, infringes any third-party intellectual property right. This obligation does not apply to claims arising from (a) your modifications to the Platform, (b) your combination of the Platform with third-party products, or (c) your misuse of the Platform.

By You. You will defend, indemnify, and hold us harmless against any third-party claim arising from (a) your Customer Data, (b) your breach of these Terms, or (c) your misuse of the Platform.

The indemnifying party's obligations are conditioned on the indemnified party: (i) promptly notifying the indemnifying party of the claim in writing; (ii) granting the indemnifying party sole control of the defense and settlement; and (iii) providing reasonable cooperation.

11. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STATUTE, OR OTHERWISE, IS LIMITED TO THE TOTAL FEES PAID BY YOU UNDER THE RELEVANT ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section apply regardless of the legal theory under which damages are sought and even if a limited remedy fails of its essential purpose.

12. Term and Termination

These Terms remain in effect while you use the Platform or have an active subscription. Either party may terminate the Agreement for an uncured material breach after providing thirty (30) days' written notice and an opportunity to cure.

We may suspend your access to the Platform immediately upon notice if (a) any undisputed amounts remain unpaid after thirty (30) days from the due date, (b) we reasonably determine that your use poses a security or legal risk to us or others, or (c) you otherwise materially violate these Terms. Suspension does not relieve you of your payment obligations.

Upon termination, your right to access and use the Platform ends immediately and you must cease all use. We will provide you a reasonable opportunity to export your Customer Data following termination, subject to your outstanding payment obligations. The following Sections survive termination: Definitions, Proprietary Rights, Confidentiality, Restrictions, Security and Privacy, Warranties and Disclaimers, Indemnification, Limitation of Liability, and General Provisions.

13. Modifications to Terms

We may modify these Terms periodically. Material changes will be posted on our website or communicated to you directly with at least thirty (30) days' notice before taking effect. Continued use of the Platform after the effective date of any modification constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Platform.

14. General Provisions

• Conflicts with Other Agreements. If you and Mylo AI have executed a separate written Master Services Agreement or other binding agreement governing your use of the Platform (an "MSA"), the terms of that MSA shall control to the extent of any conflict with these Terms. These Terms apply only where no such MSA is in effect, or where the MSA expressly incorporates these Terms by reference.
• Publicity. We may identify you as a customer in our marketing materials. Any use of your name, logo, or trademark beyond identification requires your prior written consent.
• Assignment. You may not assign these Terms or any rights hereunder without our prior written consent, except to a successor entity in connection with a merger, acquisition, or sale of substantially all of your assets. Any purported assignment in violation of this Section is void. We may freely assign these Terms.
• Export Compliance. You agree not to use, export, or re-export the Platform in violation of any applicable U.S. export control laws, regulations, or sanctions programs.
• Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.
• Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, or acts of civil or military authorities.
• Notices. All legal notices must be sent in writing to legal@myloai.com. Notices are effective upon delivery.
• Severability. If any provision of these Terms is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
• Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right.
• Entire Agreement. These Terms, together with your Order Form and Privacy Policy, constitute the entire agreement between the parties regarding their subject matter and supersede all prior and contemporaneous agreements, representations, and understandings.

Questions about these Terms? Contact us at legal@myloai.com.