These Terms of Service govern access to and use of the Infomatics platform, including the AI agents that operate on top of a customer's supply chain systems and the Kopilot mobile app for drivers and security escorts. Infomatics sells to businesses only; these Terms form a contract between Infomatics, Inc. and the organization that subscribes, not with individual users or consumers. They are read together with the Privacy Policy, the Security page and the Data Processing Addendum, each of which is referenced below.
The following terms are used throughout this document. Capitalized terms not defined here have the meaning given where they first appear.
Subject to these Terms and payment of applicable fees, Infomatics grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the subscription term for Customer's internal business operations, within the limits stated on the Order Form. Those limits may include the number of Users, shipment or order volume, document or message volume, number of Connected Systems, and the set of enabled Agents. Customer may permit its drivers, security escorts and service providers to use the Platform in support of Customer's own operations, and remains responsible for their use.
Customer may not resell, sublicense or provide the Platform as a service bureau to unaffiliated parties; reverse engineer, decompile or attempt to derive source code or model weights; use the Platform or Output to build, train or evaluate a competing product or model; scrape or bulk-extract data other than through documented APIs and export tools; circumvent rate limits, tenant boundaries or access controls; or publish benchmark or performance results without prior written consent.
User accounts are individual and are issued only to people aged 18 or over. That minimum applies to every User, including drivers and security escorts issued a Kopilot account. Credentials, API keys and Integration tokens must not be shared, embedded in client-side code, or reused across environments. Customer will enable multi-factor authentication where the Platform offers it, revoke access promptly when a User leaves or changes role, and notify Infomatics without undue delay if it suspects credentials or tokens have been compromised. Customer is responsible for activity that occurs under its accounts and tokens, except to the extent caused by Infomatics' breach of its own security obligations.
Escalation depends on contact data that only Customer can maintain. Customer will keep escalation phone numbers, email addresses and on-call assignments current, and will make sure the people listed are able to receive and act on SMS escalations during the hours Customer's operations require. Customer will also keep a current security contact on file for the notices described in Section 6.
Customer will use the Platform lawfully and only for the purposes it was built for: coordinating, monitoring and documenting freight and logistics operations. Customer is responsible for the content of messages Agents send on its behalf, including email, SMS and chat messages to carriers, drivers, brokers and its own customers, and for compliance with applicable messaging, telemarketing, anti-spam and electronic communications laws.
Telemetry and location data about individuals is subject to particular restraint. Customer will not use the Platform to track drivers or escorts outside the scope of their work, to build profiles unrelated to shipment execution, or for any purpose it has not disclosed to the individuals concerned where disclosure is required. Customer will not use Kopilot position and status reporting for covert surveillance of individuals.
Infomatics may suspend or limit access, or disable a specific Agent or Integration, where it reasonably believes use presents a security risk, violates law, harms other customers or a Connected System, or breaches this Section. Where practicable, Infomatics will narrow the suspension to the affected component and notify Customer.
Customer decides what data enters the Platform, from which systems, and for what purpose. As between the parties, Customer is responsible for the accuracy, quality, completeness and legality of Customer Data and of the instructions it gives the Platform. Infomatics ingests and reconciles records from Customer's systems; reconciliation resolves conflicts between sources according to configured rules, but it does not verify that any source record is true. If a TMS record, an ELD feed or a scanned document is wrong, the Platform will generally propagate that error.
Customer represents that it has the right to provide, and to have Infomatics process, all Customer Data it routes through the Platform. This specifically includes personal data about people who are not Customer's own employees: drivers and their phone numbers and duty status, security escorts, carrier and broker staff, warehouse and dock personnel, and contacts at Customer's own customers. Customer is responsible for giving any notices and obtaining any consents or authorizations required for that data, including from carriers whose drivers appear in the Platform, and for informing drivers and escorts that Kopilot reports position, status, photos and signatures. Infomatics' handling of that personal data is governed by Section 6 and the DPA.
Connecting a mailbox routes message content into the Platform so that Agents can create orders from inbound email. Customer is responsible for scoping which mailboxes, folders or labels are connected, and for understanding that any message within that scope may be ingested, including messages unrelated to freight, attachments, and quoted threads. Customer will inform its personnel of that ingestion where required.
Where Customer operates in government, defense or cross-border contexts, Customer alone determines whether particular information may lawfully be placed in the Platform. Customer will not submit classified, controlled or export-restricted information unless the parties have agreed in writing that the Platform may receive it.
For personal data contained in Customer Data, Customer is the controller (or business, or the equivalent role under applicable law) and Infomatics is the processor (or service provider). Infomatics processes that data to provide, secure, support and troubleshoot the Platform for Customer, to comply with law, and otherwise only on Customer's documented instructions. Customer's documented instructions are these Terms, the Order Form, the DPA, and the configuration Customer sets in the Platform, including the Autonomy Configuration, the mailboxes it connects and the Integrations it enables. Infomatics does not sell personal data, does not share it for cross-context behavioral advertising, and does not use Customer's user, driver or counterparty records for its own marketing.
The DPA is incorporated into these Terms by reference, and its current form is available to customers on request. Where Customer routes personal data through the Platform, the parties will execute the DPA, and it controls over these Terms for that processing. The subjects the DPA covers include subprocessor engagement and notice of subprocessor changes, international transfer mechanisms, assistance with data subject requests, deletion and return on termination, and audit or assessment rights; the commitments that bind the parties on each of those subjects, and the transfer mechanism used, are those set out in the DPA the parties execute.
Infomatics maintains administrative, technical and organizational safeguards designed to protect Customer Data, consistent with the practices published on the Security page. Those safeguards are an obligation under these Terms and are carried forward by Section 14, which does not disclaim them. The safeguards include the measures listed below.
Infomatics will notify Customer without undue delay after confirming a security incident that affects Customer Data in Customer's tenant. Where the executed DPA sets a specific notification window, that window applies. The notice will describe what is known at the time, and Infomatics will provide updates as the investigation proceeds. Infomatics will also cooperate reasonably with Customer's own regulatory and contractual notification obligations. Notices of this kind go to the security contact Customer maintains under Section 3.
The Platform is designed to sit above systems Infomatics does not own or operate. Integrations available today include TMS platforms (Turvo, McLeod, Aljex, Tai, Revenova, 3PL Systems), carrier verification services (Highway, Truckstop RMIS, MyCarrierPackets), communication systems (Front, Outlook, Slack, Microsoft Teams, RingCentral, Gmail), rating and market data services (DAT, Truckstop, Transfix, Sonar, AVRL, Tabi, Bitfreighter, Triumph/Greenscreens) and EDI providers (Cleo, Orderful, Atadex). Customer's use of each Connected System is governed by Customer's own agreement with that provider, not by these Terms.
Infomatics does not control Connected Systems and is not responsible for their availability, latency, accuracy, completeness, security practices, pricing, API changes or deprecations. A Connected System may go down, throttle requests, return stale or malformed data, change a field's meaning without notice, or terminate Customer's access. When that happens, Platform functions that depend on it may be delayed, degraded or wrong, and Infomatics is not liable for the resulting operational consequences. Customer authorizes Infomatics to access Connected Systems using the credentials, tokens and permissions Customer provides, and confirms it has the right to grant that access.
Rate and market data surfaced in the Platform are estimates produced by third parties. They are not quotes, not guarantees of available capacity or price, and not a representation by Infomatics about what a lane will cost. Carrier verification data surfaced from third-party services is likewise a passthrough; it is not an Infomatics representation about a carrier's operating authority, insurance status, safety fitness or fraud risk. Carrier vetting, selection and monitoring remain Customer's responsibility and Customer's legal obligation.
Agents do not only analyze; they act. Depending on what Customer enables, Agents create orders from inbound email, plan and route loads, tender freight and communicate with carriers, send email, SMS and chat messages that appear to come from Customer, write and update records in Customer's TMS and other Connected Systems, open and close exceptions, and escalate to a named human by SMS when a decision requires judgment. These actions have effects in the real world and on Customer's commercial relationships. An action an Agent takes within the scope Customer configured is attributable to Customer as if a Customer employee had taken it, and may create or affect obligations between Customer and a carrier, broker, shipper or consignee.
Customer controls the scope of autonomy. Through the Autonomy Configuration, Customer determines which Agents are enabled, which accounts, lanes, customers or shipment types they operate on, what value and volume thresholds apply, which actions require human approval before execution, which counterparties may be contacted automatically, and who receives escalations. Customer is responsible for reviewing that configuration before go-live and after any change, including changes made by its own Users or requested from Infomatics. Default settings supplied by Infomatics are a starting point, not a recommendation for Customer's particular operation, and broadening autonomy broadens Customer's exposure accordingly.
Agent behavior is probabilistic, not deterministic. The same inputs may produce different Output at different times, and Agents can be wrong in ways that are specific to this domain: misreading an OCR'd bill of lading or rate confirmation, extracting the wrong stop, weight, commodity or reference number from an email, treating a telemetry gap as a delay or a delay as a telemetry gap, matching a shipment to the wrong carrier record, mistaking a duplicate email for a new order, or misjudging when an exception is material. Customer should assume error is possible on any individual action and should size the autonomy it grants to the cost of that error.
Escalation is a best-effort mechanism, not a guarantee of human attention. SMS is delivered over mobile networks and third-party providers that Infomatics does not control, and messages can be delayed, filtered or undelivered. An escalation that is sent, delivered and not acted on will not, by itself, cause the underlying exception to be resolved. Customer will maintain its own monitoring and fallback procedures so that shipments continue to be handled if the Platform, an Agent, an Integration or an escalation path is unavailable.
Infomatics maintains records of Agent actions, including what was decided, on what inputs, and what was sent, and makes those records available in the Platform. Customer is responsible for reviewing that activity at a cadence appropriate to the autonomy it has granted. Agents act as Customer's automated tool. Infomatics is not a broker, carrier, freight forwarder, customs broker or insurer, does not take custody of freight, is not a party to Customer's transport or brokerage contracts, and has no authority to bind Customer beyond the scope Customer itself configured.
Output may be inaccurate, incomplete, outdated or misleading. It must not be treated as the sole basis for a decision with safety, legal, regulatory or significant financial consequences. Where the consequence of acting on Output is material, Customer will verify it against source records before acting. Infomatics does not warrant that every exception will be detected, that every delay will be predicted, that every document will be read correctly, or that every message will be delivered.
The Platform does not assume Customer's regulatory obligations, and nothing in it should be read as determining compliance. Customer remains solely responsible for compliance with FMCSA and other transportation regulations, carrier selection and qualification, hours-of-service limits and driver duty status, ELD recordkeeping obligations, hazardous materials rules, customs and cross-border documentation, export control and sanctions screening, insurance verification, and applicable employment and labor law relating to drivers and escorts. Duty status, hours-of-service indicators and similar fields displayed in the Platform are derived from source ELD and telematics data and may be incomplete, delayed or wrong; they are not a system of record for compliance purposes.
Nothing produced by the Platform is legal, tax, customs, safety, insurance or financial advice. Customer will assign competent personnel to supervise Agent activity, to review escalations, and to make the operational decisions that the Platform surfaces information for. Customer's own business continuity procedures must cover periods when the Platform or any Connected System is unavailable.
Infomatics and its licensors own the Platform and all intellectual property in it, including the software, APIs, models, prompts, agent designs and orchestration logic, user interfaces, documentation, and all improvements and derivative works. Customer receives only the rights expressly granted in Section 3. No rights are granted by implication or estoppel.
Customer owns Customer Data. Customer grants Infomatics a non-exclusive, worldwide license to host, copy, transmit, process, display and create derived and reconciled records from Customer Data, solely to provide, secure, support and troubleshoot the Platform for Customer, and to comply with law. That license extends to Infomatics' subprocessors for the same purposes, in the categories listed in Section 6. Account administration, authentication, billing and security-monitoring records that Infomatics generates in operating the Platform are Infomatics' records and are described in the Privacy Policy; Customer's ownership of Customer Data does not extend to them.
As between the parties, Customer owns Output generated from its Customer Data, subject to Infomatics' rights in the Platform. Output is not necessarily unique; the Platform may generate similar or identical Output for other customers, and nothing prevents Infomatics from doing so. Customer is responsible for reviewing Output before publishing it, sending it to a counterparty, or relying on it in a filing or dispute.
Customer Data is not used to train or fine-tune models that serve any other customer, and derived intelligence, including network and lane intelligence built from shipment history, stays within the tenant that produced it. That is the operative statement of Infomatics' position on model training and cross-customer data use, and the same position is stated in the Privacy Policy and on the Security page.
Within that limit, Infomatics may create aggregated and de-identified data from Platform usage and from Customer Data, and may use it to operate, secure, benchmark and improve the Platform, including measuring agent accuracy and exception rates. That aggregated and de-identified use is the full extent of the grant; no broader use of Customer Data for product or model development is permitted under these Terms. Aggregated and de-identified data will not identify Customer, its Users, drivers, carriers or counterparties, and will not be published or disclosed in a form that permits re-identification. If Customer provides feedback or suggestions, Infomatics may use them without restriction or obligation.
Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. The receiving party will use that information only to perform under these Terms, will protect it with at least the care it uses for its own confidential information of similar importance, and will limit access to personnel and advisors who need it and are bound by comparable obligations.
Customer Data is Customer's confidential information. The Platform's non-public architecture, security documentation, roadmap, pricing and any performance data are Infomatics' confidential information. Confidentiality obligations do not apply to information that is or becomes public without breach, was known to the receiving party without a duty of confidence, is independently developed without use of the disclosing party's information, or is lawfully received from a third party without restriction.
A party may disclose confidential information where legally compelled, provided it gives prompt notice where lawful and reasonably cooperates with efforts to limit or contest the disclosure. On termination, each party will return or delete the other's confidential information on request, subject to Section 13 for Customer Data and to routine backup retention. The period for which these confidentiality obligations survive, and any separate treatment of trade secrets, are those set out in the Order Form or master agreement between the parties.
Fees, billing frequency, currency and the metered dimensions of Customer's subscription are set out on the Order Form. Metering may be based on any combination of platform subscription, number of Users, shipments or orders processed, documents parsed, Agent actions executed, messages sent, and Connected Systems enabled. Usage in excess of the committed volumes is billed at the rates stated on the Order Form. Infomatics' usage records are the basis for invoicing, and are available to Customer in the Platform.
Invoices are payable by the due date stated on the invoice or Order Form. Overdue amounts may accrue interest at the rate stated on the Order Form. Fees are exclusive of taxes; Customer is responsible for all sales, use, VAT, GST and similar taxes other than taxes on Infomatics' income. Except as expressly stated, fees are non-refundable and payments are not contingent on future functionality.
Customer must dispute an invoice in good faith and in writing within the dispute window stated on the Order Form to withhold the disputed portion; undisputed amounts remain payable. Infomatics may suspend access for non-payment after written notice and an opportunity to cure. Renewal pricing may change on prior written notice. Customer is responsible for its own subscriptions and fees payable to third-party providers of Connected Systems; those are not included in Infomatics' fees unless the Order Form says otherwise.
The subscription term and any renewal mechanics are stated on the Order Form. Either party may terminate for material breach if the breach is not cured, after written notice, within the cure period set out in the Order Form or master agreement, and either party may terminate immediately if the other becomes insolvent or enters bankruptcy or similar proceedings.
Suspension and termination stop Agents from acting. Enabled Agents are deactivated, queued actions are not executed, Integration tokens are revoked, and monitoring of in-flight shipments ceases. Customer is responsible for taking manual control of open shipments, exceptions and carrier communications at that point, and should plan its cutover accordingly. Where Infomatics suspends rather than terminates, it will narrow the suspension where practicable and restore service once the cause is resolved.
On termination, Customer's right to access the Platform ends and all accrued fees become due. For a limited period after termination, as set out in the customer agreement, Customer may export Customer Data through the Platform's export tooling and APIs in the formats those tools support. After that period, Infomatics will delete or de-identify Customer Data in accordance with its retention schedule and the DPA. Migration assistance beyond self-service export is available as professional services at Infomatics' then-current rates. Trial, pilot and evaluation data is handled as stated in Section 14.
Provisions that by their nature should survive do survive. Sections 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 survive termination or expiry, together with any accrued payment obligations. This includes the use restrictions in Section 3, the data protection, security and incident-notification obligations in Section 6, and the export, deletion and de-identification obligations in this Section, which operate at and after termination.
Each party warrants that it has the authority to enter into these Terms and that it will comply with laws applicable to its own performance. Infomatics warrants that it will provide the Platform in a professional and workmanlike manner and substantially in accordance with its documentation. Any service level, availability or support commitments that apply to Customer are those set out in the Order Form or in a separate service level agreement; these Terms do not themselves commit to an availability level.
Except as expressly stated, the Platform, Agents and Output are provided "as is" and "as available". Infomatics disclaims all other warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement. In particular, Infomatics does not warrant that Output will be accurate or complete, that Agents will detect every exception or take the correct action, that escalations will reach a human in time, that shipments will move on schedule, that data received from Connected Systems will be correct, or that operation will be uninterrupted or error-free. This disclaimer does not reduce or exclude Infomatics' obligations under Section 6, under the DPA, or under Section 11; those are express contractual obligations and are not disclaimed here.
Beta, preview and early-access features, and trial, pilot and evaluation access, are made available for evaluation, may change or be withdrawn, and are excluded from all warranties and any service commitments. Data submitted during a trial, pilot or evaluation is handled as set out in the applicable written trial terms. Customer's exclusive remedy for a breach of the express warranty above is the remedy stated in the Order Form or master agreement.
Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, loss of goodwill, or the cost of substitute services, even if advised of the possibility. Each party's total aggregate liability arising out of or related to these Terms is limited to the cap set out in the Order Form or master agreement between the parties.
Because the Platform coordinates physical freight through parties Infomatics does not control, the following are excluded from Infomatics' liability to the extent permitted by law: cargo loss, damage, theft, shortage or spoilage; detention, demurrage, layover and accessorial charges; missed pickup or delivery appointments; chargebacks and service-level penalties imposed by Customer's own customers; carrier non-performance, double-brokering or fraud; and regulatory fines or penalties assessed against Customer. Claims of those kinds lie between Customer and its carriers, brokers, counterparties and insurers.
The exclusions and limits in this Section do not apply to the carve-outs set out in the Order Form or master agreement, or to liability that cannot be limited or excluded under applicable law. The parties agree that these limits are an essential basis of the bargain and that pricing reflects this allocation of risk.
Infomatics maintains insurance appropriate to the services it provides, taking into account that it holds credentials to Customer systems and that Agents act inside those systems. Coverage types, limits and any certificate or notice-of-cancellation commitments are those set out in the Order Form or master agreement.
Customer maintains its own insurance for its freight operations, including cargo, contingent cargo, and liability coverage appropriate to its role as broker, carrier, shipper, 3PL or forwarder. Nothing in these Terms makes Infomatics an insurer, a named insured under Customer's policies, or a party that assumes a loss covered by Customer's transport or cargo insurance.
Infomatics will defend Customer against a third-party claim alleging that the Platform, as provided by Infomatics and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages finally awarded or amounts agreed in settlement. If the Platform becomes, or Infomatics believes it may become, the subject of such a claim, Infomatics may procure the right to continue use, modify the Platform to be non-infringing, or terminate the affected subscription and refund prepaid unused fees. This obligation does not apply to claims arising from Customer Data, from Connected Systems, from combination with items not supplied by Infomatics, from modifications not made by Infomatics, or from use contrary to these Terms or to documentation.
Customer will defend Infomatics against third-party claims arising from Customer Data or from Customer's use of the Platform, and will pay damages finally awarded or amounts agreed in settlement. This includes claims that Customer lacked the rights, consents or notices required to route driver, escort, carrier or other third-party personal data through the Platform; claims by carriers, brokers, drivers, shippers or consignees arising from actions Agents took within the scope Customer configured; claims arising from messages sent in Customer's name; claims arising from Customer's deliberate submission of regulated data categories contrary to Section 4; regulatory proceedings concerning Customer's transportation, customs, export control or employment obligations; and claims arising from Customer's reliance on Output without the review contemplated by Section 9.
The indemnified party will give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not enter a settlement that admits liability or imposes non-monetary obligations on the indemnified party without its prior written consent, which will not be unreasonably withheld. The indemnified party may participate with its own counsel at its own cost.
These Terms are governed by the law stated in the Order Form or master agreement, without regard to conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Disputes are resolved in the forum stated in that same document. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Infomatics may modify these Terms, the Privacy Policy and the published security practices. Material changes will be notified by email to Customer's administrative contact or through the Platform in advance of the date they take effect, and will apply to a subscription term already in progress only as of its next renewal, unless the change is required by law or addresses a security or legal risk. Continued use after the effective date constitutes acceptance. Changes to Agent behavior, default Autonomy Configuration or Integration availability may be made in the ordinary course of product development; Infomatics will not materially reduce core functionality of a paid subscription during its term without notice, and will not reduce the safeguards described in Section 6 below the level published on the Security page without notice to Customer.
Notices to Infomatics may be sent to contact@infomatics.ai for operational matters and sales@infomatics.ai for commercial matters; the address for formal legal notices is the one stated in the Order Form or master agreement. Privacy and data protection questions are handled as described in the Privacy Policy.
Write to contact@infomatics.ai and we will route your question to the right team.