Terms of Service

1. The Service

Flutter Freight is a freight technology platform that lets you connect your own carrier accounts, compare rates, generate shipping documents (such as bills of lading and shipping labels), book shipments through your connected carriers, track shipments, and review carrier invoices. Flutter Freight is a technology provider and is not a motor carrier, freight broker, freight forwarder, customs broker, or party to the transportation contract between you and a carrier unless expressly stated in a separate written agreement signed by Flutter Freight.

Business use only. The Service is offered only to businesses and individuals acting for a business purpose. It is not offered to consumers for personal, family, or household use, and you represent that you are using it solely for business purposes.

2. Accounts, Eligibility & Authorized Users

• You must be at least 18 years old and authorized to bind your organization to these Terms.
• You are responsible for the accuracy of the information you provide and for all activity under your account.
• You are responsible for maintaining the confidentiality of your login credentials and for any use of your account.
• You must notify us promptly of any unauthorized use of your account.
• Your organization’s account administrator may invite additional users. Each invited user must accept these Terms before using the Service. Your organization is responsible for every user it invites, for removing users who should no longer have access, and for all bookings, documents, and other actions taken by its users, which bind your organization.

3. Carrier Accounts, Credentials & Cargo Liability

The Service lets you connect third‑party carrier accounts using API credentials that you obtain directly from each carrier. You represent that you are authorized to use those credentials and to transact under the associated carrier accounts. Your transportation contract is directly between you and the carrier you select; that agreement — including rates, tariffs, service terms, transit times, and liability for the shipment — governs your shipment.

You are solely responsible for (a) your agreements with each carrier and your compliance with them; (b) every shipment booked, label printed, pickup requested, and charge incurred under your carrier accounts through the Service, including by your users and by anyone using your credentials, whether or not authorized by you; and (c) keeping your carrier credentials current. Flutter Freight is not responsible if a carrier suspends, restricts, re‑prices, or closes your carrier account, or revokes or changes your credentials or API access.

Flutter Freight is a technology provider — not a motor carrier, freight broker, or freight forwarder — and does not take possession of, transport, handle, or take title to any freight. You select the carrier and initiate each booking. Responsibility and liability for the transportation of freight — including loss of, damage to, shortage of, or delay of any shipment — rest solely with the carrier that transports it, under that carrier’s tariff, bill of lading, and applicable law (including, for interstate motor freight in the United States, the Carmack Amendment, 49 U.S.C. § 14706). Cargo loss, damage, and delay claims must be filed directly against the carrier, not against Flutter Freight. To the fullest extent permitted by law, Flutter Freight has no liability for any loss, damage, delay, shortage, or non‑delivery of freight, or for any carrier’s acts, omissions, pricing, service failures, or insolvency.

Third‑Party Carrier & API Terms. When you connect a carrier account through the Service, you appoint Flutter Freight as your service provider and agent, authorized to access that carrier account and its API solely on your instruction — to obtain rates, book shipments, generate shipping documents, track shipments, and retrieve invoice and charge information that you direct. You remain bound by, and solely responsible for compliance with, that carrier’s own terms of service, license agreements (including, where applicable, an end‑user license agreement that you or Flutter Freight, acting as your instructed agent, accept on your behalf), and acceptable‑use rules. Carrier names and marks are the property of their respective owners and are used for identification only; see our Carrier Trademark & Service Notices page for carrier‑specific attribution and notices.

4. Not a Carrier, Broker, or Forwarder; You Select the Carrier

Flutter Freight is a technology provider only. It is not a motor carrier, freight broker, or freight forwarder as those terms are defined at 49 U.S.C. § 13102 and the regulations of the Federal Motor Carrier Safety Administration (FMCSA); it holds no motor‑carrier, broker, or forwarder operating authority, bond, or BOC‑3, and it does not arrange or provide transportation for compensation. YOU — NOT FLUTTER FREIGHT — SELECT THE CARRIER FOR EACH SHIPMENT. The Service displays rates and options obtained from the carrier accounts that you connect using your own credentials, under your own carrier agreements. Any ordering, sorting, or filtering of results (for example, by price or estimated transit time) is a neutral, automated display of information and is not a recommendation, endorsement, ranking of quality or safety, or selection of any carrier by Flutter Freight.

Flutter Freight does not choose, recommend, endorse, vet, qualify, monitor, or evaluate the safety record, operating authority, insurance, fitness, or performance of any carrier, and owes you no duty to do so. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND SELECTING EACH CARRIER, INCLUDING ITS SAFETY RATING, OPERATING AUTHORITY, AND INSURANCE, AND YOU ASSUME ALL RISK OF THAT SELECTION. To the fullest extent permitted by law, you waive and release, and agree not to assert against Flutter Freight, any claim for negligent selection, negligent hiring, negligent retention, negligent entrustment, or negligent supervision of any carrier.

5. How Flutter Freight Is Paid; No Freight Mark‑Up

Flutter Freight’s only compensation is the subscription fees described in these Terms. Flutter Freight does not mark up, add margin to, resell, rebill, or take any commission, spread, or profit on carrier freight charges. The rates shown in the Service are the rates returned by your connected carrier accounts under your own carrier agreements, and you are billed for transportation directly by or through your carrier under your carrier contract. Flutter Freight is not the merchant of record for, and does not collect, hold, pay, guarantee, or profit from, any freight charge. You are solely responsible for paying your carriers.

6. Rates, Quotes & Carrier Charges

Quotes are estimates from your carriers, not offers from Flutter Freight. Every rate, quote, transit time, and delivery estimate shown in the Service is generated by a carrier’s systems, tariffs, and pricing for your account, based on the shipment information entered, and is relayed to you as received. A quote is an estimate only. It is not a price set, offered, or guaranteed by Flutter Freight, and it does not bind a carrier unless the carrier’s own terms say it does.

The carrier’s invoice controls. The amount you owe for any shipment is determined solely by the carrier, under your carrier agreement and the carrier’s tariffs and rules, and is stated on the carrier’s invoice. Final charges may differ from the quote for many reasons, including: reweighs, re‑measurement, reclassification, or inspection; freight class, NMFC item, density, or dimensions that differ from what was entered; accessorial services (such as liftgate, residential, limited‑access, inside, appointment, notification, redelivery, detention, or storage); fuel and other surcharges; tariff, discount, or contract changes; address corrections; duties, taxes, and customs fees; and errors, omissions, or delays in the carrier’s systems or in the data returned to the Service.

YOU ARE RESPONSIBLE FOR PAYING ALL CHARGES YOUR CARRIERS BILL, AND FLUTTER FREIGHT IS NOT RESPONSIBLE FOR, AND WILL NOT PAY, REFUND, CREDIT, OR REIMBURSE, ANY FREIGHT CHARGE, ACCESSORIAL, SURCHARGE, RE‑BILL, OR ANY DIFFERENCE BETWEEN A RATE OR QUOTE SHOWN IN THE SERVICE AND THE AMOUNT A CARRIER INVOICES — INCLUDING WHERE THE DIFFERENCE RESULTS FROM AN ERROR, DELAY, OR OMISSION IN THE SERVICE. Before you book, you are responsible for reviewing the carrier, service level, rate, accessorials, and shipment details shown. Rate disputes are between you and the carrier. If you believe a rate was displayed incorrectly because of a defect in the Service, tell us and we will use commercially reasonable efforts to correct the defect; that correction is your sole and exclusive remedy against Flutter Freight for any rate, quote, or charge discrepancy.

Planning and audit tools are informational. Freight‑class and density calculators, “Before you rate” suggestions, address‑validation results (for example, a residential or limited‑access suggestion), transit estimates, spend analytics, and the invoice‑audit ledger that compares quoted and billed amounts are provided for your convenience only. They are not freight‑classification, legal, tax, or accounting advice, and they do not determine what a carrier may charge. You remain responsible for the class, NMFC item, accessorials, and other information you declare, and for deciding whether to accept, pay, or dispute any carrier invoice.

7. Freight, Claims, Insurance, Hazardous Materials & International Shipments

• Claims. Loss, damage, shortage, delay, and misdelivery claims must be made directly to the carrier under its tariff, bill of lading, and applicable law, within the carrier’s deadlines (for interstate motor freight, carriers commonly require a written claim within nine months of delivery). Flutter Freight does not file, manage, or pay claims and is not responsible if a claim deadline is missed.
• Carrier liability limits and insurance. Carriers commonly limit their liability (for example, by released value, per-pound limits, or declared-value rules). Flutter Freight does not provide cargo insurance, does not act as an insurance agent, and does not advise on coverage or declared value. Whether to declare value, purchase excess value coverage, or carry your own cargo insurance is your decision and your responsibility.
• Hazardous materials. You will not tender hazardous materials or dangerous goods through the Service unless your carrier accepts them and you comply with all applicable law as the offeror, including the Hazardous Materials Regulations (49 C.F.R. Parts 171–180) on classification, packaging, marking, labeling, shipping papers, emergency-response information, and training. Flutter Freight does not review or verify hazardous-materials declarations.
• Prohibited and restricted items. You will not ship items that are illegal, prohibited by your carrier, or require permits or licenses you do not hold.
• International shipments. For any shipment crossing a U.S. border, you (or your designated customs broker) are responsible for commercial invoices, customs declarations, tariff classification, valuation, country of origin, duties, taxes, and fees, and for compliance with import and export laws. Flutter Freight is not a customs broker, importer of record, or exporter of record.
• Pickups, delivery, and timing. Pickup windows, transit times, and delivery dates are set by the carrier and are not guaranteed by Flutter Freight. Flutter Freight is not responsible for missed pickups, late deliveries, refused or undeliverable shipments, or the resulting charges.

8. Shipment Data, Documents & Compliance

You are solely responsible for the accuracy, completeness, and legality of the shipment information you submit, including shipper, consignee, and bill‑to names, addresses, and contacts; piece counts; weights; dimensions; freight class and NMFC item; commodity descriptions; declared values; accessorials; and any hazardous‑materials declarations, and for compliance with all applicable U.S. shipping and transportation laws. Documents generated through the Service (such as bills of lading, labels, and pallet tags) are produced from the information you provide and from data returned by carriers. You are responsible for reviewing each document before tendering freight, for printing it legibly in the required format, and for the bill of lading you or your shipper sign. Charges, refusals, delays, fines, or penalties that result from inaccurate or incomplete shipment information are your responsibility.

9. Tracking, Notifications & Shared Links

Tracking events, delivery windows, proof‑of‑delivery images, and status notifications come from carriers and may be delayed, incomplete, or wrong. Email notifications (such as booking, pickup, past‑due, or delivered alerts) are a convenience and may fail to send or arrive late; do not rely on them as your only means of monitoring a shipment. When you share a tracking link or send a tracking email, anyone who has the link can view the shipment details it shows, and you are responsible for choosing recipients, for having a lawful basis to email them, and for the content you add.

10. Third‑Party Services

The Service depends on and interoperates with services that Flutter Freight does not control, including carrier systems and APIs, payment processing (Stripe), address lookup and geocoding (Mapbox), carrier address validation, email delivery, and hosting providers. Those services are provided by their owners under their own terms, may change or stop working at any time, and are made available through the Service “as is.” Flutter Freight is not responsible for their availability, accuracy, security, or acts or omissions, and a change by a carrier or other provider that affects a feature is not a breach of these Terms.

11. Subscriptions, Automatic Renewal & Billing

Billing is not yet enabled. Flutter Freight does not currently charge subscription fees. The terms in this section govern paid subscriptions and take effect for you automatically once paid billing is enabled and you first purchase or activate a paid plan. Until then, no fees are charged and no automatic renewal applies. By enrolling in a paid plan, you agree to the automatic‑renewal terms below.

Automatic renewal. When you enroll in a paid plan:

• Your subscription is a continuous service that automatically renews at the then-current price until you cancel.
• Recurring charge and frequency: the monthly or annual price of the plan you select, as published on our pricing page and shown to you at sign-up, is billed in advance to your payment method each billing period, plus any per-shipment overage above your plan’s included monthly volume at the overage rate published for your plan and agreed to at sign-up. The price and overage rate you agreed to at sign-up apply until changed under the notice terms below.
• Renewal term: each renewal term equals your billing period (for a monthly plan, one month; for an annual plan, one year).
• No long-term commitment: plans are month-to-month, with no minimum beyond the current period.
• Cancellation: you may cancel at any time from your account billing settings or by emailing support@flutterfreight.com. Cancellation stops future renewals and takes effect at the end of the current billing period; you keep access through the period you have already paid for.
• Fees are non-refundable except where required by law or expressly stated in these Terms.
• Taxes: fees do not include sales, use, value-added, or similar taxes, which you will pay where applicable (other than taxes on Flutter Freight’s income).

Your affirmative consent. Before your first charge, we present these automatic‑renewal terms clearly and conspicuously and obtain your separate affirmative consent to them — distinct from your acceptance of these Terms — by requiring you to check an unchecked box or click a clearly labeled button confirming that your subscription automatically renews and that you will be charged on a recurring basis until you cancel. We charge your payment method only after obtaining that consent.

Acknowledgment. After you subscribe, we send you an acknowledgment by email, in a form you can keep, that restates the automatic‑renewal terms, the amount and frequency of charges, the renewal term, the cancellation policy, and a direct link and instructions to cancel.

Price and material changes. If we change your recurring price or make another material change to the automatic‑renewal terms, we will give you clear and conspicuous advance notice — at least 7 and no more than 30 days before a fee change takes effect — sent to your account email, together with instructions on how to cancel that you can retain. The change applies only to renewals after the notice period.

Annual reminders, free trials, and records. If you are on an annual or longer plan, at least once a year we will remind you of your subscription, the amount and frequency of charges, and how to cancel. If we offer a free trial or introductory price, we will disclose the trial or promotional period, the price and frequency that apply afterward, and how to cancel before you are charged. We keep a record of your affirmative consent to these automatic‑renewal terms for at least three years, or one year after your subscription ends, whichever is longer. If a charge fails, we may retry it, notify you, and suspend paid features until payment is resolved; we will not re‑enroll a subscription you have cancelled.

Subscription fees are separate from freight charges. Your subscription fees pay only for access to the software. They never include, and are never reduced or offset by, any carrier charge, and a dispute with a carrier is not grounds to withhold subscription fees.

12. Acceptable Use

You agree not to:

• Use the Service to ship prohibited, hazardous, or unlawful goods in violation of applicable law or carrier rules;
• Connect or use a carrier account, credential, or negotiated rate that you are not authorized to use, or misdeclare weight, class, commodity, value, or other shipment information to a carrier;
• Attempt to access accounts, data, or systems that are not yours, or probe, scan, or breach security;
• Share login credentials between people, or scrape, harvest, or bulk-extract data from the Service other than through features we provide;
• Reverse engineer, resell, or build a competing service from the Service except as permitted by law;
• Send spam, harassing, or unlawful messages through tracking-share or other email features;
• Introduce malware, overload the Service, or interfere with its operation.

13. Export Control & Sanctions

You will comply with all applicable U.S. export‑control and economic‑sanctions laws, including the Export Administration Regulations (EAR) and the regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). You represent and warrant that you, your affiliates, and your authorized users are not (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, so‑called Donetsk People’s Republic, and so‑called Luhansk People’s Republic regions of Ukraine), or (b) identified on OFAC’s Specially Designated Nationals and Blocked Persons List or any other U.S. government restricted‑party list, or owned fifty percent (50%) or more, individually or in the aggregate, by any such person. You will not use the Service to ship to, from, or on behalf of any sanctioned person or jurisdiction, to transact in items or destinations requiring a license without first obtaining it, or otherwise in violation of export‑control or sanctions laws. You are responsible for screening your own consignees and end users. Flutter Freight may suspend or terminate your access immediately if it reasonably believes you have violated this section, and you will promptly notify Flutter Freight if you or an authorized user becomes subject to any restrictive trade measure.

14. Privacy & Data Processing

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference and describes how we collect, use, disclose, and protect personal information, including third‑party personal information you submit. You represent and warrant that you have all rights, permissions, notices, and lawful bases necessary to provide to Flutter Freight any personal information about third parties — including consignee, shipper, and bill‑to names and physical addresses — that you upload or submit through the Service, and that Flutter Freight’s processing of that information as described in the Privacy Policy will not violate any applicable law or agreement.

If you are a business customer, our Data Processing Addendum describes how we process the third‑party personal information you upload and our commitments as a service provider under applicable privacy law, including the California Consumer Privacy Act. The Data Processing Addendum is incorporated into these Terms by reference.

15. Intellectual Property, Your Data & Feedback

The Service, including its software, design, and content, is owned by Flutter Freight and its licensors and is protected by intellectual‑property laws. We grant you a limited, non‑exclusive, non‑transferable right to use the Service during your subscription. Carrier names and marks are the property of their respective owners and are used for identification only — see our Carrier Trademark & Service Notices page for carrier‑specific attribution and notices.

Your data. As between you and Flutter Freight, you own the shipment, address, and other business data you submit (“Customer Data”). You grant Flutter Freight a non‑exclusive license to host, copy, process, transmit, and display Customer Data as needed to provide, secure, and support the Service and as described in the Privacy Policy and Data Processing Addendum. Flutter Freight may create and use aggregated or de‑identified data that does not identify you, your customers, or any individual to operate and improve the Service, but will not disclose your rates, carrier contracts, or shipment data to other customers.

Feedback. If you send us suggestions or feedback, we may use them without restriction or obligation to you.

16. Confidentiality

“Confidential Information” means non‑public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure, including Flutter Freight’s software, security measures, and pricing, and your business data, shipment data, and carrier credentials. Confidential Information does not include information that the Recipient can show is or becomes public through no fault of the Recipient, was rightfully known to it without a duty of confidentiality before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Discloser’s Confidential Information.

The Recipient will (a) use the Confidential Information only to exercise its rights and perform its obligations under these Terms, (b) protect it using at least the degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care, and (c) disclose it only to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these. The Recipient may disclose Confidential Information if compelled by law or legal process, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable cooperation to seek protective treatment, and discloses only what is legally required. These obligations continue during the term and for three (3) years afterward, except that Confidential Information that is a trade secret remains protected for as long as it qualifies as a trade secret under applicable law. Each party acknowledges that a breach of this section may cause irreparable harm for which monetary damages are inadequate, and that the Discloser may seek injunctive or other equitable relief in addition to any other remedy.

17. Disclaimer of Warranties

THE SERVICE AND ALL CONTENT, RATES, QUOTES, FREIGHT CLASSIFICATIONS, DENSITY AND CLASS CALCULATIONS, ADDRESS VALIDATION RESULTS, TRANSIT TIMES, TRACKING DATA, NOTIFICATIONS, INVOICE‑AUDIT RESULTS, BILLS OF LADING, LABELS, AND OTHER DOCUMENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, FLUTTER FREIGHT AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. FLUTTER FREIGHT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR‑FREE, OR THAT ANY RATES, QUOTES, CLASSIFICATIONS, TRANSIT TIMES, OR TRACKING INFORMATION RETURNED BY CARRIERS OR OTHER THIRD PARTIES, OR CALCULATED OR DISPLAYED BY THE SERVICE, ARE ACCURATE, CURRENT, OR COMPLETE, OR THAT ANY CARRIER WILL HONOR THEM. FLUTTER FREIGHT MAKES NO WARRANTY REGARDING, AND DOES NOT ENDORSE, ANY CARRIER, AND DOES NOT WARRANT THE SAFETY, FITNESS, AUTHORITY, INSURANCE, OR PERFORMANCE OF ANY CARRIER YOU SELECT.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLUTTER FREIGHT AND ITS LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR ANY LOSS, DAMAGE, DELAY, SHORTAGE, OR NON‑DELIVERY OF FREIGHT, OR FOR ANY FREIGHT CHARGE, ACCESSORIAL, SURCHARGE, RE‑BILL, CHARGEBACK, FINE, PENALTY, DUTY, OR TAX, OR ANY DIFFERENCE BETWEEN A QUOTED AND AN INVOICED AMOUNT, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FLUTTER FREIGHT’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO FLUTTER FREIGHT FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100). CLAIMS FOR THE TRANSPORTATION, LOSS, DAMAGE, SHORTAGE, OR DELAY OF FREIGHT, AND DISPUTES OVER FREIGHT CHARGES, ARE BETWEEN YOU AND THE CARRIER, NOT FLUTTER FREIGHT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THESE LIMITATIONS, WHICH THEN APPLY TO THE FULLEST EXTENT PERMITTED.

These limitations do not limit your obligation to pay fees, your indemnification obligations, or liability that cannot be limited under applicable law (such as liability for fraud). You acknowledge that Flutter Freight’s fees reflect, and that Flutter Freight would not provide the Service without, the allocation of risk in Sections 6, 7, 17, and 18, which form an essential basis of the bargain between the parties.

19. Indemnification

You will defend, indemnify, and hold harmless Flutter Freight and its officers, employees, and agents from and against any third‑party claim, and any resulting damages, liabilities, settlements, and reasonable attorneys’ fees and costs, arising out of or relating to (a) your use of the Service; (b) your shipments, freight, shipment data, or carrier relationships, including any claim by a carrier for freight charges, accessorials, or other amounts, and any claim arising from misdeclared, hazardous, prohibited, or undeclared goods; (c) the personal information or other content you submit, including third‑party personal information and messages sent through tracking‑share or email features; (d) your use of any carrier account or credential; or (e) your breach of these Terms or violation of applicable law.

As a condition of indemnification, the party seeking indemnity will: (i) give the indemnifying party prompt written notice of the claim, provided that a delay in notice relieves the indemnifying party of its obligations only to the extent it is actually prejudiced by the delay; (ii) grant the indemnifying party sole control of the defense and settlement of the claim; and (iii) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with its own counsel at its own expense. The indemnifying party may not settle any claim in a way that imposes any liability, admission of fault, or non‑monetary obligation on the indemnified party, or that fails to unconditionally release the indemnified party, without the indemnified party’s prior written consent, which will not be unreasonably withheld.

20. Force Majeure

Except for your payment obligations for amounts already due, neither party will be liable for any delay or failure to perform to the extent caused by conditions beyond its reasonable control, including acts of God, fire, flood, earthquake, severe weather, epidemic or pandemic, war, terrorism, civil unrest, strikes or labor disputes, governmental action, changes in law, embargoes or sanctions, and failures or interruptions of power, telecommunications, or the Internet. Flutter Freight’s reasonable control expressly does not extend to, and this section expressly covers, (a) outages, degradation, suspensions, rate‑limiting, deprecation, maintenance, security incidents, or errors of the third‑party subprocessors and infrastructure providers on which the Service depends (for example, its hosting, database, geocoding, and email providers), and (b) outages, downtime, rate‑limiting, credential revocation, authentication failures, pricing or data errors, or discontinuation of any carrier’s systems, APIs, or accounts. The affected party will use commercially reasonable efforts to notify the other party and to mitigate and resume performance. If a force majeure condition materially preventing performance of the Service continues for more than thirty (30) consecutive days, either party may terminate the affected subscription on written notice, and Flutter Freight will refund any pre‑paid fees for the terminated period after the event, as your sole remedy.

21. Term, Suspension, Termination & Data After Termination

You may stop using the Service at any time. We may suspend or terminate your access if you breach these Terms, fail to pay fees, or use the Service in a way that risks harm to us, other users, or carriers, and we may suspend access immediately where needed to protect the security or integrity of the Service or to comply with law or a carrier’s requirements. Upon termination, your right to use the Service ends, and sections that by their nature should survive termination will survive, including Sections 3 through 9, Section 11 (as to fees accrued before termination), 15 through 19, and 22 through 26.

Data return and deletion. Upon expiration or termination of your subscription, your right to access the Service ends. For thirty (30) days after termination, on your written request, Flutter Freight will make your customer data available for export in a commonly used electronic format. After that period, Flutter Freight will delete or de‑identify your customer data, including third‑party personal information you uploaded, within ninety (90) days, except as stated below. Promptly upon termination, or earlier on your request, Flutter Freight will revoke and purge from active systems the carrier account credentials, API keys, OAuth tokens, and secrets you connected to the Service. Notwithstanding the foregoing, Flutter Freight may retain data (a) to the extent required by applicable law, regulation, or valid legal process; (b) subject to a legal hold; (c) in routine, secured backups until they are overwritten in the ordinary backup rotation; and (d) in aggregated or de‑identified form that does not identify you or any individual. Retained data remains subject to the confidentiality and security protections of these Terms and the Privacy Policy. You are responsible for exporting any shipping documents or records you must keep before your access ends.

22. Assignment

You may not assign, delegate, or otherwise transfer these Terms or any of your rights or obligations under them, in whole or in part, whether voluntarily, by operation of law, by change of control, or otherwise, without Flutter Freight’s prior written consent, and any attempted transfer in violation of this section is void. Flutter Freight may assign or transfer these Terms, in whole or in part, without your consent, including in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets or equity. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

23. Governing Law & Disputes

These Terms are governed by the laws of the State of Washington, USA, and applicable U.S. federal law, without regard to conflict‑of‑laws rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Yakima County, Washington. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before filing any lawsuit, the party with a dispute will send the other a written notice describing it, and the parties will try in good faith to resolve it for thirty (30) days. Either party may skip this step to seek urgent injunctive relief or to protect intellectual property or Confidential Information.

Time limit. To the extent permitted by law, any claim against Flutter Freight arising out of or relating to the Service or these Terms must be filed within one (1) year after the claim arose, or it is permanently barred.

Jury waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS.

Individual claims only. TO THE EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. A COURT MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING UNDER THESE TERMS. If this paragraph is found unenforceable as to any claim, that claim will proceed in the courts named above, and the rest of this section still applies.

24. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms here with a new effective date, and we record which version of the Terms each user accepted and when. If we make a material change, we will give you notice by email to your account email address or in the Service at least thirty (30) days before it takes effect, unless the change is required by law or relates only to a new feature, in which case it may take effect sooner. We may ask you to accept updated Terms by checking a box or clicking a button before you continue using the Service. If you do not agree to a material change, you may cancel before it takes effect, and if you prepaid for an annual plan we will refund the unused portion of your prepaid fees. Otherwise, your acceptance or your continued use after the effective date constitutes acceptance of the updated Terms. Changes do not apply retroactively to disputes that arose before the change took effect.

25. Electronic Communications, Signatures & Notices

You agree to receive notices, agreements, disclosures, and other communications from us electronically, by email or in the Service, and that they satisfy any legal requirement that they be in writing. Checking an acceptance box or clicking an acceptance button is your electronic signature, with the same effect as a handwritten signature under the federal E‑SIGN Act and Washington’s Uniform Electronic Transactions Act (chapter 1.80 RCW). We send notices to the email address on your account, and they are effective when sent. You must keep that address current. Legal notices to Flutter Freight must be sent by email to support@flutterfreight.com with “Legal Notice” in the subject line.

26. Entire Agreement & General Terms

These Terms, together with the Privacy Policy and any order form, subscription plan, or written agreement that expressly references and is incorporated into these Terms, constitute the entire and exclusive agreement between you and Flutter Freight regarding the Service and supersede all prior and contemporaneous proposals, understandings, representations, warranties, and communications, whether oral or written. This is a fully integrated agreement, and no course of dealing, course of performance, or usage of trade may be used to contradict, vary, supplement, or explain its terms. If you issue a purchase order or other business form, any term in it that conflicts with or adds to these Terms is rejected and has no force or effect, even if Flutter Freight accepts or does not object to the form. If a signed written agreement between you and Flutter Freight conflicts with these Terms, the signed agreement controls for that conflict.

The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, employment, or fiduciary relationship (Flutter Freight’s limited role as your instructed agent for carrier API access under Section 3 does not make it your agent for any other purpose). There are no third‑party beneficiaries of these Terms. A failure or delay in enforcing any provision is not a waiver. Headings are for convenience only, and “including” means “including without limitation.”

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent and, if it cannot be so modified, will be severed and deemed omitted. The remaining provisions of these Terms will remain in full force and effect, and a determination that a provision is unenforceable in one jurisdiction does not affect its enforceability in any other jurisdiction.

27. Contact

Questions about these Terms? Contact us at support@flutterfreight.com.