Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Overcharge.ai ("Overcharge," "we," "us," or "our") governing your access to and use of the Overcharge.ai platform, website, and related services (collectively, the "Service"). By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

Overcharge.ai is a B2B software-as-a-service (SaaS) platform that provides AI-powered freight audit and recovery services. The Service enables customers to upload carrier freight invoices, which are then analyzed by our AI engine to identify billing errors, overcharges, duplicate charges, and rate discrepancies. The Service also provides rate benchmarking, carrier scorecards, dispute management tools, and analytics dashboards. The specific features available to you depend on your subscription plan.

3. Account Registration and Responsibilities

To use the Service, you must create an account by providing accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials, including your password and any API keys.
• All activities that occur under your account, whether or not authorized by you.
• Notifying us immediately at legal@overcharge.ai if you become aware of any unauthorized access to or use of your account.
• Ensuring that all users within your organization who access the Service comply with these Terms.

We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised.

4. Acceptable Use

You agree not to use the Service to:

• Upload, transmit, or process any data that you do not have the legal right to use or share.
• Engage in fraudulent activity, including submitting falsified invoices or manipulating audit results.
• Attempt to reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or algorithms of the Service.
• Interfere with or disrupt the integrity or performance of the Service, including by introducing viruses, malware, or other harmful code.
• Access the Service through automated means (bots, scrapers, or crawlers) except through our documented API.
• Resell, sublicense, or provide access to the Service to third parties without our prior written consent, unless you are a third-party logistics provider using the Service on behalf of your clients under an authorized plan.
• Use the Service in any manner that violates applicable laws or regulations.

5. Data Ownership and Processing

5.1 Your Data

You retain all ownership rights in the data you upload to or create within the Service ("Customer Data"), including freight invoices, shipment records, and audit results. We do not claim any ownership interest in your Customer Data.

5.2 License to Process

By uploading Customer Data to the Service, you grant us a limited, non-exclusive license to access, process, and analyze your Customer Data solely for the purpose of providing the Service to you. This includes processing your invoice data through AI models to perform freight audits, generate reports, and provide analytics.

5.3 Aggregated Data

We may create aggregated, anonymized, or de-identified data derived from Customer Data ("Aggregated Data") that cannot reasonably be used to identify you or any individual. We may use Aggregated Data for any lawful purpose, including to improve the Service, develop new features, and publish industry benchmarks. Aggregated Data is not considered Customer Data under these Terms.

5.4 Data Export

You may export your Customer Data at any time through the platform's export functionality. Upon termination or cancellation of your account, you will have 90 days to export your data before it is permanently deleted.

6. Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond our reasonable control.

Unless you are on an Enterprise plan with a separately executed Service Level Agreement (SLA), we do not provide guaranteed uptime commitments. Enterprise customers should refer to their individual SLA for specific availability terms.

We will make commercially reasonable efforts to notify you of planned maintenance windows in advance via email or in-app notification.

7. Payment Terms

7.1 Subscription Plans

The Service is offered on a subscription basis. Pricing details for each plan are available on our Pricing page. All fees are quoted in United States Dollars (USD) unless otherwise stated.

7.2 Billing

Payments are processed through Stripe. By subscribing to a paid plan, you authorize us to charge your payment method on a recurring basis (monthly or annually, depending on your selected billing cycle) until you cancel your subscription. Billing occurs at the beginning of each billing period.

7.3 Free Trial

We may offer a free trial period for new accounts. At the end of the trial period, you will be automatically enrolled in the plan you selected unless you cancel before the trial expires. We will notify you before the trial ends.

7.4 Taxes

Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities. You are responsible for paying all applicable taxes associated with your subscription, excluding taxes based on our net income.

8. Cancellation and Refunds

You may cancel your subscription at any time through your account settings or by contacting us at legal@overcharge.ai. Upon cancellation:

• Your subscription will remain active until the end of your current billing period. You will not be charged for subsequent billing periods.
• You will retain access to the Service for the remainder of your paid billing period.
• After your subscription expires, your account will be downgraded and you will have 90 days to export your data before it is permanently deleted.

We generally do not provide refunds for partial billing periods. However, if you believe you are entitled to a refund due to a service issue, please contact us at legal@overcharge.ai and we will review your request on a case-by-case basis.

9. Intellectual Property

The Service, including its software, algorithms, AI models, user interface, design, documentation, and all related intellectual property, is and remains the exclusive property of Overcharge.ai and its licensors. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use the Service in accordance with these Terms.

All trademarks, service marks, logos, and trade names displayed on the Service are the property of Overcharge.ai or their respective owners. You may not use any of these marks without prior written consent.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• The Service is provided on an "as is" and "as available" basis. We make no warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.
• We do not warrant that the Service will identify all billing errors in your freight invoices or that audit results will be error-free. The Service is a tool to assist your freight audit processes, and you remain responsible for verifying audit findings before taking action.
• In no event shall Overcharge.ai, its directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, revenue, business opportunities, or goodwill, arising out of or in connection with your use of the Service.
• Our total aggregate liability to you for any and all claims arising out of or related to these Terms or the Service shall not exceed the total amount you paid to us in the twelve (12) months immediately preceding the event giving rise to the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless Overcharge.ai and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; or (d) any data you upload to the Service that infringes or violates the rights of any third party.

12. Termination

We may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, including but not limited to:

• Breach of these Terms or our Acceptable Use policy.
• Non-payment of subscription fees after reasonable notice.
• Fraudulent, abusive, or unlawful activity on your account.
• Extended inactivity (accounts with no login for 12 consecutive months may be terminated after notice).

Upon termination, your right to use the Service will immediately cease. Sections 5 (Data Ownership), 9 (Intellectual Property), 10 (Limitation of Liability), 11 (Indemnification), and 14 (Governing Law) shall survive termination.

13. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page and notify you via email at least 30 days before the changes take effect. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service and cancel your subscription.

14. Governing Law and Dispute Resolution

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

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Delaware. Each party shall bear its own costs of arbitration, and the arbitrator's decision shall be final and binding.

15. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Overcharge.ai regarding the Service and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.
• Force Majeure: We shall not be liable for any failure or delay in performing our obligations under these Terms due to causes beyond our reasonable control, including but not limited to natural disasters, acts of government, internet outages, or third-party service failures.

16. Contact Us

If you have any questions about these Terms of Service, please contact us at: