Terms of Service

1. About Numeo

Numeo is an AI-powered transportation operating platform that enables transportation companies to automate operational workflows, including dispatching, communications, document processing, accounting, fleet management, tracking, reporting, and other business processes.

The Platform may include:

• web applications;
• browser extensions;
• mobile applications;
• APIs;
• AI-powered assistants;
• AI voice services;
• email automation;
• document processing;
• workflow automation;
• reporting tools;
• analytics;
• third-party integrations; and
• other products or services made available by Numeo.

Some Platform features rely on artificial intelligence, machine learning, automation technologies, and integrations with third-party providers.

2. Definitions

For purposes of these Terms:

Account means a registered account used to access the Platform.

Administrator means an individual authorized by a Customer to manage organizational accounts, users, permissions, integrations, subscriptions, and settings.

AI Services means artificial intelligence features made available through the Platform, including document extraction, workflow automation, communication drafting, summarization, classification, recommendations, voice interactions, and related capabilities.

Customer means the individual or legal entity that registers for or subscribes to the Platform.

Customer Data means all information, communications, prompts, documents, files, records, operational information, transportation data, Personal Information, and other content submitted to or processed through the Platform by or on behalf of the Customer.

Documentation means user guides, technical documentation, knowledge base articles, API documentation, and other materials made available by Numeo describing the Platform.

Platform means all websites, applications, browser extensions, APIs, AI services, mobile applications, integrations, and related technologies operated by Numeo.

Subscription means a paid or free plan providing access to the Platform.

User means any individual authorized by a Customer to access the Platform.

3. Eligibility

To use the Platform you must:

• be at least eighteen (18) years old or the age of legal majority in your jurisdiction;
• have legal capacity to enter into binding contracts;
• not be prohibited from using the Platform under applicable law;
• comply with these Terms; and
• if acting on behalf of an organization, possess authority to bind that organization.

You are responsible for ensuring that your use of the Platform complies with all laws and regulations applicable to your business.

4. Organization Accounts

Many Customers use the Platform on behalf of transportation companies or other organizations.

The individual creating an organizational account represents that they are authorized to:

• register the organization;
• purchase subscriptions;
• appoint administrators;
• authorize users;
• configure integrations;
• manage Customer Data;
• approve billing; and
• accept these Terms on behalf of the organization.

Administrators are responsible for managing user permissions and ensuring that access to the Platform remains appropriate throughout the organization's use of the Services.

5. Account Registration

To access certain features of the Platform, you must create an Account.

You agree to:

• provide accurate and complete registration information;
• maintain the accuracy of your information;
• protect your authentication credentials;
• promptly notify Numeo of unauthorized access;
• use reasonable security practices when accessing the Platform; and
• accept responsibility for activities occurring under your Account unless caused by Numeo's unauthorized actions.

Numeo may suspend or restrict Accounts that violate these Terms or present security risks.

6. Your Responsibilities

Customers are responsible for:

• maintaining the confidentiality of login credentials;
• ensuring Users access only information they are authorized to access;
• configuring Platform permissions appropriately;
• reviewing AI-generated outputs where appropriate;
• complying with transportation, employment, privacy, and other applicable laws;
• maintaining appropriate internal business controls;
• ensuring Customer Data is accurate to the extent reasonably practicable; and
• obtaining all rights, permissions, and legal authority necessary to submit Customer Data to the Platform.

Customers remain responsible for decisions made using information generated by the Platform.

7. Acceptable Use

Customers may use the Platform only for lawful business purposes consistent with these Terms.

Customers may not:

• use the Platform for unlawful activities;
• violate applicable transportation, privacy, employment, export control, or sanctions laws;
• interfere with Platform security;
• attempt unauthorized access to systems or data;
• upload malicious software or harmful code;
• use the Platform to distribute spam or fraudulent communications;
• impersonate another individual or organization;
• reverse engineer or attempt to discover source code except where expressly permitted by applicable law;
• interfere with the operation or availability of the Platform;
• use the Platform to infringe intellectual property rights;
• misuse AI features to create deceptive, fraudulent, or unlawful content; or
• use the Platform in any manner that could reasonably impair the security, integrity, or availability of the Services.

Numeo may investigate suspected violations and take reasonable actions necessary to protect the Platform, Customers, and third parties, including suspension or termination of Accounts where appropriate.

8. Artificial Intelligence Services

Artificial intelligence ("AI") is a core capability of the Platform. Depending on the features enabled by the Customer, the Platform may use AI to assist with transportation operations, communications, workflow automation, document processing, accounting, reporting, voice interactions, and other business processes.

AI Services may include, among other capabilities:

• summarizing communications;
• drafting emails and messages;
• extracting information from transportation documents;
• classifying and organizing communications;
• generating reports and operational summaries;
• recommending operational actions;
• creating workflow tasks;
• processing invoices and supporting documents;
• scheduling activities;
• providing conversational assistance;
• supporting voice interactions; and
• other AI-powered functionality made available through the Platform.

AI Services are designed to assist Customers and improve operational efficiency. Unless expressly stated otherwise, AI Services are not intended to replace human judgment, professional advice, or regulatory compliance obligations.

9. Human Oversight and Customer Responsibility

AI-generated outputs are probabilistic in nature and may occasionally contain inaccuracies, omissions, or recommendations that are incomplete or inappropriate for a particular situation.

Customers are responsible for determining the appropriate level of human review for their business operations.

Numeo provides configurable approval workflows for many automation features. Customers may choose whether certain actions require manual approval before execution.

Customers acknowledge that they remain responsible for:

• reviewing AI-generated communications where appropriate;
• verifying operational decisions;
• confirming transportation documents;
• validating financial information;
• ensuring regulatory compliance;
• supervising employees and contractors using the Platform; and
• determining whether automation settings are appropriate for their operations.

Nothing in these Terms transfers business, legal, regulatory, or operational decision-making responsibility from the Customer to Numeo.

10. Authorization for Automation

One of the primary purposes of the Platform is to automate business workflows on behalf of Customers.

By enabling automation features, Customers authorize Numeo to perform the actions configured by the Customer, which may include:

• drafting emails;
• sending emails;
• replying to communications;
• organizing inboxes;
• extracting information from documents;
• creating workflow tasks;
• generating invoices;
• processing operational documents;
• updating records;
• communicating with authorized third-party systems;
• initiating customer-approved workflow actions; and
• performing other automated functions expressly enabled by the Customer.

Customers remain responsible for configuring automation settings and determining which actions require human approval.

Numeo will not intentionally perform automated actions outside the scope of Customer configuration or authorization.

11. Third-Party Integrations

The Platform supports integrations with third-party products and services selected by Customers.

These may include, among others:

• Google Workspace;
• Microsoft 365;
• Gmail;
• Microsoft Outlook;
• RingCentral;
• Samsara;
• Motive;
• transportation management systems;
• accounting platforms;
• telematics providers;
• mapping services;
• payment providers;
• cloud storage providers; and
• other supported integrations.

By connecting a third-party service, the Customer authorizes Numeo to access, process, exchange, and transmit information with that service as necessary to provide the requested functionality.

Customers are responsible for ensuring they have the legal authority to connect third-party services and authorize Numeo to access information made available through those services.

Numeo is not responsible for the availability, security, performance, or privacy practices of third-party providers.

The use of third-party services remains subject to the applicable agreements between the Customer and those providers.

12. Customer Data Ownership

As between Numeo and the Customer, the Customer retains all right, title, and interest in and to Customer Data.

Numeo does not acquire ownership of Customer Data through the provision of the Platform.

Except as expressly provided in these Terms, applicable law, or other written agreement between the parties, Customer Data remains the exclusive property of the Customer.

Nothing in these Terms grants Numeo any ownership interest in Customer Data.

13. License to Process Customer Data

In order to provide the Platform, the Customer grants Numeo a limited, non-exclusive, worldwide, royalty-free license during the Subscription Term to:

• host Customer Data;
• store Customer Data;
• process Customer Data;
• transmit Customer Data;
• analyze Customer Data;
• create backups;
• perform indexing;
• generate search results;
• perform AI processing requested by the Customer;
• generate reports;
• synchronize information across authorized integrations;
• detect fraud and abuse;
• maintain security;
• troubleshoot technical issues; and
• otherwise use Customer Data solely as necessary to provide, secure, maintain, support, and improve the Platform in accordance with these Terms, the Privacy Policy, Customer instructions, and applicable law.

This license automatically terminates when Customer Data is deleted or when the applicable retention period expires, except to the extent retention is required by law or reasonably necessary for backup, security, dispute resolution, or compliance purposes.

14. Confidential Information

During the course of providing the Platform, each party may receive confidential or proprietary information belonging to the other party.

For purposes of these Terms, "Confidential Information" includes non-public information that a reasonable person would understand to be confidential, including:

• Customer Data;
• pricing;
• business plans;
• product roadmaps;
• technical information;
• software;
• security practices;
• transportation records;
• contracts;
• commercial information;
• source code;
• trade secrets; and
• other proprietary business information.

Each party agrees to:

• use Confidential Information only for purposes permitted by these Terms;
• protect Confidential Information using reasonable administrative, technical, and organizational safeguards;
• limit access to personnel and contractors with a legitimate business need to know; and
• not disclose Confidential Information to third parties except as permitted by these Terms or required by law.

These confidentiality obligations survive termination of these Terms for as long as the information remains confidential under applicable law.

15. Privacy

Numeo's collection and processing of Personal Information is governed by the Numeo Privacy Policy.

Where Numeo processes Customer Data on behalf of business Customers, Numeo generally acts as a data processor or service provider, while the Customer acts as the data controller or business responsible for determining the purposes and means of processing.

Customers are responsible for obtaining all necessary notices, consents, authorizations, and legal rights required for Customer Data submitted to the Platform.

Upon request, Numeo may make available a Data Processing Agreement where appropriate for enterprise Customers or where required by applicable law.

16. Security

Numeo maintains an information security program designed to protect the confidentiality, integrity, and availability of Customer Data.

While no security program can eliminate every risk, Numeo implements administrative, technical, and organizational safeguards appropriate to the nature of the Platform and the information processed.

Additional information regarding Numeo's privacy and security practices is available in the Privacy Policy and other Trust Center documentation made available by Numeo.

17. Subscriptions

The Platform is offered through subscription plans that may include free, trial, promotional, monthly, annual, usage-based, or enterprise offerings.

Your Subscription determines the features, usage limits, integrations, storage, support, and other functionality available to your Account.

Numeo may introduce, modify, discontinue, or replace Subscription plans from time to time. Changes will not materially reduce the functionality of an active paid Subscription during its current billing period unless required for security, legal, or operational reasons.

Additional products, modules, AI capabilities, integrations, storage, or premium features may require separate subscriptions or additional fees.

18. Billing and Payment

Customers agree to pay all applicable fees associated with their Subscription.

Unless otherwise agreed in writing:

• subscription fees are billed in advance;
• usage-based charges are billed in arrears where applicable;
• taxes are charged where required by law;
• payment obligations are non-cancelable for the applicable billing period; and
• fees are non-refundable except as expressly required by law or stated in a written agreement.

Customers authorize Numeo or its authorized payment processors to charge the selected payment method for all amounts due.

Customers are responsible for maintaining current billing information.

Failure to maintain valid payment information may result in suspension of paid Services.

19. Subscription Renewals

Unless otherwise specified in a written Order Form or enterprise agreement, paid Subscriptions automatically renew for successive renewal terms equal to the preceding Subscription term.

Customers may disable automatic renewal at any time before the next renewal date through their account settings or by contacting Numeo.

Subscription pricing applicable to renewal periods may change upon prior notice.

Renewal pricing changes will not apply until the beginning of the next Subscription term.

20. Free Trials and Beta Features

Numeo may offer free trials, preview features, beta releases, experimental AI capabilities, or early access programs.

These offerings are provided solely for evaluation purposes.

Unless otherwise stated:

• beta features may change without notice;
• beta features may contain errors or incomplete functionality;
• beta features may be modified or discontinued at any time;
• service availability may be interrupted; and
• Numeo provides no commitment regarding future commercial availability.

Customers use beta features at their own discretion.

Numeo welcomes customer feedback regarding beta functionality but is not obligated to implement requested changes.

21. Suspension of Services

Numeo may suspend or restrict access to all or part of the Platform where reasonably necessary to:

• protect Platform security;
• prevent fraud or abuse;
• investigate suspected violations of these Terms;
• comply with applicable law;
• respond to legal process;
• prevent harm to Customers or third parties;
• address payment delinquency;
• perform emergency maintenance; or
• protect the integrity or availability of the Platform.

Where reasonably practicable, Numeo will provide advance notice before suspension.

Nothing in this section limits Numeo's ability to take immediate action where necessary to protect the Platform or comply with legal obligations.

22. Termination

Either party may terminate these Terms in accordance with the applicable Subscription, Order Form, or written agreement.

Customers may discontinue use of the Platform at any time.

Termination does not relieve either party of obligations accrued before termination.

Upon termination:

• Customer access to the Platform may cease;
• Customer Data will be handled in accordance with the Privacy Policy, applicable agreements, and retention obligations;
• unpaid fees remain payable;
• confidentiality obligations survive;
• intellectual property rights remain unaffected; and
• provisions intended to survive termination will continue in effect.

Part V — Intellectual Property

23. Ownership of the Platform

The Platform, including all software, source code, object code, algorithms, AI systems, workflows, user interfaces, graphics, designs, documentation, trademarks, service marks, logos, databases, compilations, know-how, and related intellectual property, are owned by or licensed to Numeo and are protected by applicable intellectual property laws.

Except for the limited rights expressly granted under these Terms, no ownership rights are transferred to Customers.

24. Customer Intellectual Property

Customers retain ownership of:

• Customer Data;
• trademarks;
• logos;
• business names;
• proprietary documentation;
• transportation documents;
• operational records;
• confidential information; and
• other intellectual property owned by the Customer.

Nothing in these Terms transfers ownership of Customer intellectual property to Numeo.

25. Feedback

Customers may voluntarily provide suggestions, enhancement requests, recommendations, ideas, or other feedback regarding the Platform.

Feedback is entirely voluntary.

To the extent permitted by law, Customers grant Numeo a perpetual, worldwide, non-exclusive, royalty-free license to use feedback for the purpose of improving the Platform without compensation or attribution.

For clarity, this section applies only to Feedback voluntarily provided to Numeo and does not apply to Customer Data.

26. AI-Generated Content

Subject to applicable law and the rights of third-party AI model providers, Customer instructions, and Customer Data ownership:

• Customer-generated prompts remain Customer Data.
• AI-generated outputs created specifically for a Customer through the Platform may be used by the Customer for lawful business purposes.
• Numeo claims no ownership over Customer-specific AI outputs solely because they were generated through the Platform.

Customers acknowledge that:

• similar prompts from different users may produce similar outputs;
• AI-generated content may not be unique;
• outputs may contain inaccuracies; and
• Customers remain responsible for reviewing AI-generated content before relying upon it.

Nothing in this section grants Customers ownership of Numeo's underlying AI systems, software, models, or proprietary technology.

27. Publicity

Unless otherwise agreed in writing, Numeo may identify a Customer by name and logo in customer lists, marketing materials, case studies, presentations, or on its website solely to indicate that the Customer uses the Platform.

Customers may request removal of their name or logo by providing written notice to Numeo, and Numeo will comply within a reasonable period unless otherwise agreed in writing.

Enterprise agreements may include separate publicity provisions that supersede this section.

28. Product Improvements

Numeo continually develops and improves the Platform.

Accordingly, we may:

• add features;
• improve AI capabilities;
• modify workflows;
• update integrations;
• enhance security;
• improve performance;
• redesign user interfaces; and
• discontinue obsolete functionality.

Numeo will use commercially reasonable efforts to avoid materially reducing core subscribed functionality during an active Subscription Term, except where changes are necessary for security, legal compliance, third-party dependency changes, or operational integrity.

29. Availability of the Platform

Numeo strives to make the Platform available on a continuous basis. However, the Platform may be unavailable from time to time due to:

• scheduled maintenance;
• emergency maintenance;
• security incidents;
• third-party service interruptions;
• internet or telecommunications failures;
• force majeure events; or
• other circumstances beyond Numeo's reasonable control.

Except where expressly provided in an applicable Service Level Agreement ("SLA") or Enterprise Agreement, Numeo does not guarantee uninterrupted or error-free operation of the Platform.

30. Warranties

Numeo's Limited Warranty

Numeo warrants that it will provide the Platform using commercially reasonable care and skill consistent with generally accepted industry practices.

If the Customer believes the Platform is not performing substantially in accordance with applicable Documentation, the Customer's exclusive remedy is for Numeo to use commercially reasonable efforts to correct the non-conformity.

Mutual Warranties

Each party represents and warrants that:

• it has authority to enter into these Terms;
• it will comply with applicable laws;
• its execution of these Terms does not violate any other agreement binding upon it; and
• it possesses all rights necessary to perform its obligations under these Terms.

Customer Warranties

The Customer represents and warrants that:

• it owns or has all necessary rights to Customer Data;
• submission of Customer Data does not violate applicable law or third-party rights;
• it has authority to authorize Platform integrations;
• it has authority to enable AI automation features;
• its Users are authorized to access the Platform; and
• its use of the Platform complies with applicable transportation, privacy, employment, export control, and sanctions laws.

31. Disclaimer of Warranties

Except as expressly stated in these Terms, the Platform is provided "as is" and "as available."

To the fullest extent permitted by applicable law, Numeo disclaims all implied warranties, including:

• merchantability;
• fitness for a particular purpose;
• non-infringement;
• uninterrupted availability; and
• error-free operation.

Numeo does not warrant that:

• AI-generated outputs will always be accurate;
• automation will be error-free;
• third-party integrations will always remain available;
• Customer workflows will produce desired business outcomes; or
• the Platform will satisfy every operational or regulatory requirement applicable to the Customer.

Customers remain responsible for exercising appropriate business judgment when relying upon Platform outputs.

32. Limitation of Liability

To the fullest extent permitted by applicable law, neither party shall be liable for:

• indirect damages;
• incidental damages;
• consequential damages;
• special damages;
• exemplary damages;
• punitive damages;
• loss of profits;
• loss of goodwill;
• loss of business opportunity;
• loss of anticipated savings; or
• loss of data arising from circumstances beyond reasonable control.

Except for liability that cannot legally be limited, each party's aggregate liability arising out of or relating to these Terms shall not exceed the total fees paid by the Customer to Numeo during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability for:

• fraud or fraudulent misrepresentation;
• willful misconduct;
• gross negligence where limitation is prohibited by law;
• infringement of the other party's intellectual property rights; or
• payment obligations owed by the Customer.

33. Indemnification

The Customer agrees to defend, indemnify, and hold harmless Numeo, its affiliates, officers, directors, employees, contractors, licensors, and agents from third-party claims arising out of:

• Customer Data;
• Customer's use of the Platform;
• Customer's violation of these Terms;
• Customer's violation of applicable law;
• Customer's infringement of third-party rights; or
• Customer's negligent or wrongful conduct.

Numeo agrees to promptly notify the Customer of any indemnified claim and reasonably cooperate in the defense of such claim at the Customer's expense.

34. Force Majeure

Neither party shall be liable for delays or failures to perform resulting from causes beyond its reasonable control, including:

• natural disasters;
• war;
• terrorism;
• labor disputes;
• governmental actions;
• epidemics or pandemics;
• widespread internet failures;
• utility interruptions;
• cyberattacks by third parties;
• cloud infrastructure outages;
• failures of third-party providers; or
• other force majeure events.

The affected party shall use commercially reasonable efforts to resume performance as soon as practicable.

35. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

36. Dispute Resolution

Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve disputes through informal negotiations for at least thirty (30) days following written notice.

If a dispute cannot be resolved informally, it shall be resolved in accordance with the dispute resolution procedures specified in the applicable Order Form, Enterprise Agreement, or, if none exists, in the state or federal courts located in Delaware.

Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief to protect confidential information, intellectual property, or other rights requiring immediate protection.

37. Export Compliance

Customers agree not to use or export the Platform in violation of applicable export control, sanctions, or trade laws.

Customers represent that they are not located in, organized under the laws of, or ordinarily resident in a country subject to comprehensive sanctions that prohibit use of the Platform, and are not identified on any applicable government restricted-party list.

38. Entire Agreement

These Terms, together with the Privacy Policy, applicable Order Forms, Data Processing Agreement (if any), Service Level Agreement (if any), and any other written agreements expressly incorporated by reference, constitute the entire agreement between the parties regarding the Platform.

They supersede all prior discussions, proposals, negotiations, representations, and agreements relating to the same subject matter.

39. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be interpreted, to the maximum extent possible, in a manner that most closely reflects the original intent of the parties.

40. Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

These Terms shall bind and benefit the parties and their permitted successors and assigns.

41. No Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that provision or any other provision.

42. Contact Information

Questions regarding these Terms may be directed to:

BlueJourney Inc. d/b/a Numeo Legal Department

Email: hello@numeo.ai

Website: https://numeo.ai

Final Statement

These Terms are intended to establish a fair allocation of rights, responsibilities, and risks between Numeo and its Customers.

Numeo is committed to providing a secure, reliable, and continuously evolving AI-powered transportation operating platform while respecting Customer ownership of data, maintaining appropriate security safeguards, and operating transparently.

By working together under these principles, Numeo and its Customers can confidently use automation and artificial intelligence to improve transportation operations while maintaining appropriate human oversight and legal accountability.