Cargizon Terms of Service

Pending review by qualified Canadian counsel. The factual details are completed; a few clauses flagged for counsel — arbitration (§16.3), class-action waiver (§16.4), and Quebec Law 96 French-language (§17.6) — remain to confirm.

These Terms of Service (the "Terms") govern access to and use of the Cargizon platform, websites, APIs, and related services (the "Service"), operated by 9485-2068 Québec Inc., a corporation incorporated under the laws of Quebec, Canada ("Cargizon", "we", "us"). By creating an account, clicking to accept, or using the Service, you agree to these Terms on behalf of yourself and, where applicable, the organization you represent ("Customer", "you").

1. The Service

1.1 Cargizon is a business-to-business software-as-a-service platform for shipment visibility and freight cost management, including tracking of inbound and outbound shipments, purchase order and sales order management, document management, AI-assisted document data extraction, freight invoice reconciliation, and related analytics.

1.2 The Service is intended solely for business use by persons acting in the course of a business. It is not intended for consumers or for individuals under 18 years of age.

1.3 We may modify, add, or remove features of the Service. We will not materially reduce the core functionality of the Service during a paid subscription term without notice.

2. Accounts and Organizations

2.1 To use the Service you must register an account and create or join an organization. You must provide accurate information and keep it current.

2.2 You are responsible for all activity under your account and for maintaining the confidentiality of credentials, including API keys. Notify us promptly at security@cargizon.com of any suspected unauthorized use.

2.3 The Customer organization controls its workspace, including inviting, managing, and removing users and assigning roles. Individuals invited to an organization act on the Customer's behalf.

2.4 External participants. The Service allows Customers to share limited, token-based access with third parties such as vendors, freight forwarders, and customs brokers (for example, to confirm a purchase order or upload documents). External participants must use such access only for the purpose for which it was shared, and these Terms (including Sections 8, 9, and 12) apply to their use.

3. Subscriptions, Trials, and Billing

3.1 Plans. The Service is offered under tiered subscription plans with monthly or annual billing, each including a defined shipment allotment ("Pool") and per-shipment overage rates, as described at cargizon.com/pricing (the "Pricing Page"). The Pricing Page forms part of these Terms.

3.2 Free trial. New Customers receive a 30-day free trial. A valid payment method is required to start a trial. Unless you cancel before the trial ends, your subscription begins automatically at the end of the trial and the payment method on file is charged. Usage during the trial does not count against your first billing period's Pool and does not generate overage charges.

3.3 Overage. Shipments tracked beyond your plan's Pool in a billing period are charged at the applicable per-shipment overage rate on your next invoice. Overage rates are shown on the Pricing Page.

3.4 Payment. Fees are payable in advance in the currency stated on the Pricing Page via our payment processor (Stripe). You authorize recurring charges to your payment method. Fees are exclusive of applicable taxes (including GST/QST/HST/VAT), which you are responsible for, other than taxes on our income.

3.5 Failed payment; grace period. If a payment fails, we will retry it and notify you. If payment remains outstanding 14 days after the due date, we may suspend access to the Service until payment is received. Suspension does not relieve you of amounts owed.

3.6 Plan changes. You may upgrade at any time (effective immediately, with proration handled by our payment processor). Downgrades take effect at the next renewal.

3.7 Cancellation; renewal. Subscriptions renew automatically for successive terms unless canceled before the renewal date via the billing portal. Cancellation takes effect at the end of the current billing period. Except as required by law or expressly stated in these Terms, fees are non-refundable.

3.8 Price changes. We may change prices with at least 30 days' notice; changes take effect at your next renewal.

4. Customer Data

4.1 Ownership. As between the parties, Customer owns all data, documents, and content submitted to the Service by or on behalf of Customer, including shipment records, purchase and sales orders, invoices, and uploaded documents ("Customer Data").

4.2 Licence to us. Customer grants Cargizon a worldwide, non-exclusive licence to host, process, transmit, display, and create derivative technical artifacts of Customer Data solely to (a) provide, secure, and support the Service; (b) comply with law; and (c) as otherwise instructed by Customer.

4.3 Personal information. Where Customer Data includes personal information, our processing of it on Customer's behalf is governed by our Data Processing Agreement ("DPA") at /dpa, which is incorporated into these Terms. Our own practices as a controller are described in our Privacy Policy at /privacy.

4.4 Usage data. We may collect and use technical and usage information about the operation of the Service (excluding Customer Data content) in de-identified or aggregated form to operate, secure, and improve the Service.

4.5 Email import. The Service can ingest email sent to Customer-specific import addresses. Customer is responsible for what it (and its vendors) send to those addresses and confirms it has the right to submit such content for processing.

5. AI Features

5.1 The Service uses artificial intelligence models (including models provided by Anthropic) to extract structured data from documents, classify content, answer data questions, and provide analytics.

5.2 Human review. AI outputs are generated predictions and may be inaccurate or incomplete. Extracted data is presented for review before saving, and Customer is responsible for verifying AI outputs before relying on them, including for customs, compliance, billing, or payment decisions. The Service is a decision-support tool, not a substitute for professional judgment or a licensed customs broker, freight forwarder, lawyer, or accountant.

5.3 No training on Customer Data. We do not use Customer Data to train generalized AI models, and our AI sub-processors are engaged on terms that prohibit them from using Customer Data submitted through our integration to train their models.

5.4 We may impose reasonable technical limits on AI feature usage (for example, rate limits or monthly processing safeguards) to protect Service integrity.

6. Third-Party Data and Services

6.1 The Service displays data obtained from third-party sources, including vessel position (AIS) data, carrier and terminal milestone data, and schedule information. Such data is provided "as is"; we do not control and cannot guarantee its accuracy, completeness, or timeliness, and it may be delayed or unavailable. Do not use the Service as the sole basis for time-critical or safety-related decisions.

6.2 The Service interoperates with third-party services (for example, payment processing and email delivery). Your use of third-party services is governed by their terms.

7. APIs and Integrations

7.1 We may make APIs, webhooks, and connectors (including MCP connectors) available. API access is subject to these Terms, published documentation, and rate limits. API keys are Customer confidential information; Customer is responsible for their use.

7.2 We may suspend API access that degrades the Service or circumvents limits, and will restore it once the issue is resolved.

8. Acceptable Use

Use of the Service is subject to our Acceptable Use Policy at /aup (incorporated into these Terms). In summary, you must not misuse the Service, attempt to access other customers' data, interfere with Service operation, submit unlawful content, or use the Service in violation of export control or sanctions laws.

9. Trade Compliance

You represent that you are not, and are not acting on behalf of, a person or entity subject to Canadian, U.S., EU, UK, or UN sanctions, and you will not use the Service in connection with transactions prohibited by applicable export control, customs, or sanctions laws. You are solely responsible for the legality of your shipments and trade activities.

10. Intellectual Property

10.1 Cargizon and its licensors own the Service, including all software, models, interfaces, and documentation. No rights are granted except as expressly stated.

10.2 Customer may provide feedback; we may use it without restriction or obligation.

10.3 Cargizon may identify Customer by name and logo as a customer, unless Customer opts out by written notice.

11. Confidentiality

Each party will protect the other's non-public information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need it and are bound by confidentiality obligations, or as required by law with notice where lawful.

12. Suspension and Termination

12.1 We may suspend or restrict access immediately if reasonably necessary to address a security risk, unlawful use, material breach of these Terms or the AUP, or non-payment (subject to Section 3.5).

12.2 Either party may terminate for material breach not cured within 30 days of written notice, or immediately upon the other party's insolvency.

12.3 Effect of termination; data export. Upon termination or expiry, Customer's access ceases. For 30 days following termination, Customer may request an export of Customer Data in a commonly used format; thereafter we may delete Customer Data in accordance with the DPA and our retention practices, subject to legal holds and routine backups.

13. Warranties and Disclaimers

13.1 We warrant that we will provide the Service with reasonable skill and care.

13.2 EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL DATA AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.

14. Limitation of Liability

14.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14.3 The exclusions and limits in this Section do not apply to (a) Customer's payment obligations; (b) a party's breach of Section 11 (Confidentiality); (c) infringement or misappropriation of the other party's intellectual property; (d) liability that cannot be limited under applicable law, including gross negligence or intentional fault where such limitation is prohibited (including under the Civil Code of Québec).

15. Indemnification

15.1 Customer will defend and indemnify Cargizon against third-party claims arising from Customer Data, Customer's shipments or trade activities, or Customer's use of the Service in breach of these Terms or applicable law.

15.2 Cargizon will defend and indemnify Customer against third-party claims that the Service, as provided by us and used as permitted, infringes a third party's intellectual property rights, and will pay resulting damages finally awarded; we may, at our option, modify the Service, procure rights, or terminate the affected portion with a pro-rata refund. This Section states Customer's exclusive remedy for infringement claims.

16. Governing Law and Disputes

16.1 These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Subject to Section 16.3, the courts of Montréal, Quebec have exclusive jurisdiction over disputes arising from these Terms, and each party attorns to that jurisdiction.

16.3 [OPTIONAL — ARBITRATION: The parties may instead agree that disputes be finally resolved by binding arbitration seated in Montréal under the rules of [ADR INSTITUTE / ICC], in English or French. Counsel to advise on inclusion and enforceability, including any class action waiver, across target jurisdictions.]

16.4 Where permitted by law, each party waives participation in class or representative proceedings against the other. [Counsel: verify enforceability by jurisdiction.]

17. General

17.1 Changes to Terms. We may update these Terms; material changes will be notified (for example, by email or in-product notice) at least 30 days before taking effect. Continued use after the effective date constitutes acceptance; if you object, your remedy is to cancel before the change takes effect.

17.2 Assignment. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.

17.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

17.4 Notices. Legal notices to Cargizon: legal@cargizon.com and 1433 Rue de l'Everest, Montréal (Saint-Laurent), Québec H4R 2R3, Canada. Notices to Customer: the account owner's email on file.

17.5 Entire agreement; order of precedence. These Terms, the Pricing Page, the AUP, the Privacy Policy, and the DPA are the entire agreement and supersede prior discussions. In case of conflict regarding processing of personal information, the DPA prevails.

17.6 Language. [If contracting with Quebec customers: The parties confirm their express wish that these Terms and all related documents be drawn up in English, with a French version made available as required by applicable law. Les parties confirment leur volonté expresse que la présente convention soit rédigée en anglais. Counsel: confirm Quebec Charter of the French Language / Law 96 obligations for contracts of adhesion, including provision of a French version.]

17.7 Survival. Sections intended to survive termination (including 4, 10, 11, 13–16) survive.

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Questions about these Terms: legal@cargizon.com.