Terms of Service

These Terms of Service (“Terms”) govern access to and use of the websites, applications, platform and related services provided by Steadi, Inc. (“Steadi,” “we,” “us” or “our”), collectively, the “Service.”

By accessing the Service, creating an account, executing an order form or using the Service on behalf of an organization, you agree to these Terms. If you use the Service for an organization, you represent that you have authority to bind that organization. “Customer,” “you” and “your” refer to that organization and its authorized users.

If an executed order form, subscription agreement, master services agreement, data processing agreement or similar written agreement conflicts with these Terms, the executed agreement will control to the extent of the conflict.

1. Access to the Service

Subject to these Terms and any applicable order form, Steadi grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Service for Customer’s internal business operations during the applicable subscription term.

Customer may permit its employees, contractors and other authorized personnel to use the Service on its behalf. Customer is responsible for their compliance with these Terms.

No rights are granted except those expressly stated in these Terms or an applicable written agreement.

2. Accounts and Security

Customer is responsible for:

• Providing accurate and current account information;
• Maintaining the confidentiality of account credentials;
• Restricting access to authorized users;
• All activity conducted through Customer’s accounts; and
• Promptly notifying Steadi of suspected unauthorized access or security incidents.

Customer may not share individual login credentials between users unless the Service expressly permits shared accounts.

3. Customer Responsibilities

Customer is responsible for the accuracy, quality and legality of Customer Data and for obtaining all rights and permissions necessary for Steadi to process that data.

Customer is also responsible for configuring appropriate access controls, approval processes and operational safeguards for its use of the Service. Customer remains responsible for decisions and actions taken based on information, recommendations or workflows provided through the Service.

4. Acceptable Use

Customer and its users may not:

• Use the Service in violation of applicable law or third-party rights;
• Upload malicious code or content designed to disrupt or damage the Service;
• Attempt to gain unauthorized access to the Service or another customer’s systems or data;
• Interfere with the integrity, security or performance of the Service;
• Reverse engineer, decompile or attempt to discover the source code or underlying models of the Service, except where applicable law prohibits this restriction;
• Circumvent usage restrictions, security controls or access limitations;
• Use automated means to scrape or extract information from the Service except through authorized interfaces;
• Use the Service to develop or benchmark a competing product without Steadi’s written permission; or
• Resell, sublicense or provide the Service to third parties unless expressly authorized in writing.

Steadi may investigate suspected violations and suspend access when reasonably necessary to protect the Service, its customers or third parties.

5. Orders, Subscriptions and Payment

Subscription terms, fees, usage limits and billing arrangements are specified in the applicable order form or subscription agreement.

Unless otherwise stated in an applicable agreement:

• Fees are due according to the payment schedule provided by Steadi;
• Fees are non-refundable except as required by law;
• Customer is responsible for applicable taxes other than taxes based on Steadi’s net income; and
• Steadi may suspend access for overdue undisputed amounts after providing reasonable notice and an opportunity to cure.

Changes to subscription scope or usage may result in additional charges as described in the applicable order form.

6. Customer Data

“Customer Data” means logistics data, shipment records, transportation plans, tracking information, operational inputs and other information submitted to or processed through the Service by or on behalf of Customer.

Customer retains all ownership rights in Customer Data.

Customer grants Steadi a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and otherwise use Customer Data only as reasonably necessary to:

• Provide, maintain and support the Service;
• Prevent or address security, fraud and technical issues;
• Comply with applicable law and valid legal requests; and
• Improve and develop the Service as permitted by these Terms and applicable law.

7. Aggregated and De-identified Data

Steadi may generate aggregated or de-identified information from Customer Data and use that information to operate, analyze, improve and develop its services; create benchmarks and insights; conduct research; and support other lawful business purposes.

Steadi will not use aggregated or de-identified information in a manner that identifies Customer or an individual, and will not attempt to re-identify that information except where permitted by law for security, compliance or validation purposes.

Steadi will not disclose identifiable Customer Data to third parties except:

• As directed or authorized by Customer;
• To service providers processing data on Steadi’s behalf under appropriate obligations;
• As required by law; or
• As otherwise described in an applicable written agreement or Steadi’s Privacy Policy.

8. Privacy and Security

Steadi will maintain reasonable administrative, technical and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration or disclosure.

No method of electronic transmission or storage is completely secure, and Steadi cannot guarantee absolute security.

Steadi’s handling of personal information is also governed by its Privacy Policy. If Steadi and Customer execute a data processing agreement, that agreement will govern the processing of personal data within its scope.

Customer is responsible for determining whether the Service and its configuration satisfy Customer’s legal, regulatory and contractual requirements.

9. AI-Enabled Features

The Service may use artificial intelligence, machine learning or automated analysis to identify patterns, analyze operational information, generate recommendations or assist with workflows.

AI-generated outputs may be incomplete, inaccurate or unsuitable for a particular purpose. Customer is responsible for reviewing outputs and applying appropriate professional and operational judgment before relying on them or authorizing an action.

Customer is responsible for configuring approval requirements, permissions and other controls associated with automated workflows. Actions initiated through Customer’s accounts or authorized configurations will be treated as Customer’s instructions.

The Service is not a substitute for legal, financial, safety, regulatory or other professional advice.

10. Third-Party Services

The Service may integrate with transportation management systems, data providers and other third-party products or services.

Third-party services are governed by their own terms and privacy practices. Steadi is not responsible for third-party services, including their availability, security, accuracy or handling of Customer Data.

Customer authorizes Steadi to exchange Customer Data with third-party services when necessary to provide integrations requested or configured by Customer.

11. Steadi Intellectual Property

Steadi and its licensors retain all rights, title and interest in the Service, including its software, workflows, interfaces, documentation, models, analytics, designs, improvements and related intellectual property.

Customer may provide suggestions, feedback or ideas concerning the Service. Customer grants Steadi a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation, provided Steadi does not identify Customer as the source without permission.

12. Confidentiality

Each party may receive non-public information that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

The receiving party will:

• Use confidential information only to perform or exercise its rights under the parties’ agreement;
• Protect it using at least reasonable care; and
• Disclose it only to personnel, contractors and professional advisers who need access and are subject to appropriate confidentiality obligations.

Confidential information does not include information that the receiving party can demonstrate:

• Was already lawfully known without restriction;
• Becomes public through no fault of the receiving party;
• Is received lawfully from another source without a duty of confidentiality; or
• Is independently developed without use of the disclosing party’s confidential information.

A party may disclose confidential information when legally required, provided it gives advance notice when legally permitted and reasonably cooperates with efforts to limit the disclosure.

13. Service Availability and Changes

Steadi works to provide a reliable Service but does not guarantee uninterrupted or error-free availability.

Any specific availability, support or service-level commitment applies only if stated in an executed order form or service-level agreement.

Steadi may modify the Service to improve functionality, security or performance; comply with law; or address operational requirements. Steadi will not materially reduce the core functionality of a paid Service during an active subscription term without reasonable notice, except when necessary to address security, legal or third-party platform requirements.

14. Suspension

Steadi may suspend Customer’s access when reasonably necessary because:

• Customer materially breaches these Terms or an applicable agreement;
• Customer’s use presents a security risk or could harm the Service or another party;
• Payment of undisputed fees is overdue;
• Suspension is required by law; or
• A third-party provider necessary to the Service suspends relevant access.

When reasonably practicable, Steadi will provide notice and an opportunity to resolve the issue before suspension.

15. Term and Termination

These Terms remain effective while Customer accesses or uses the Service.

Subscription duration, renewal and termination rights are governed by the applicable order form or subscription agreement. If no separate agreement addresses termination, either party may terminate for a material breach that remains uncured for 30 days after written notice.

Upon termination or expiration:

• Customer’s right to access the Service will end;
• Customer must pay outstanding amounts accrued before termination;
• Steadi may continue using aggregated or de-identified information in accordance with these Terms; and
• Provisions that by their nature should survive will remain effective.

Upon written request, Steadi will make Customer Data available for export for 30 calendar days following termination or expiration, unless a different period is stated in an applicable agreement. After that period, Steadi may delete Customer Data in accordance with its retention practices, subject to legal obligations and routine backup processes.

16. Disclaimers

To the maximum extent permitted by law, the Service is provided “as is” and “as available.”

Steadi disclaims all express, implied and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and any warranty arising from a course of dealing or usage of trade.

Steadi does not warrant that:

• The Service will be uninterrupted, error-free or completely secure;
• All defects will be corrected;
• Data or AI-generated outputs will always be accurate or complete; or
• Use of the Service will produce a particular operational, financial or business result.

These disclaimers do not limit any express warranties contained in an executed agreement.

17. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenues, savings, goodwill or data, even if advised that such damages were possible.

To the maximum extent permitted by law, Steadi’s total aggregate liability arising out of or relating to the Service or the parties’ agreement will not exceed the fees paid or payable by Customer to Steadi during the 12 months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory asserted and will not apply where prohibited by law. Any different liability terms in an executed agreement will control.

18. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Illinois, without regard to its conflict-of-law principles.

The state and federal courts located in Cook County, Illinois will have exclusive jurisdiction over any dispute, and each party consents to personal jurisdiction and venue in those courts.

19. Changes to These Terms

Steadi may update these Terms periodically.

For material changes, Steadi will provide reasonable notice through the Service, by email or through another appropriate method. Updated Terms will state their effective date.

Changes will not retroactively reduce Customer’s rights during a current paid subscription term unless required by law or agreed in writing. Continued use of the Service after revised Terms become effective constitutes acceptance of the revised Terms.

20. General Provisions

Neither party may assign its rights or obligations under these Terms without the other party’s consent, except in connection with a merger, acquisition, corporate reorganization or sale of substantially all relevant assets. Any prohibited assignment is void.

Neither party is responsible for delay or failure caused by circumstances beyond its reasonable control, except for payment obligations.

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary or employment relationship.

A failure to enforce a provision is not a waiver. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue in effect.

These Terms and any applicable executed agreements constitute the entire agreement concerning their subject matter and supersede prior or contemporaneous communications relating to that subject matter.

Headings are for convenience and do not affect interpretation.

21. Contact

Questions about these Terms may be sent to:

Steadi, Inc.
330 N Wabash Ave
Chicago, IL 60611
https://steadi.ai
support@steadi.ai

Privacy-related inquiries may be sent to privacy@steadi.ai.

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