Terms of Service

1. Agreement

These Terms govern access to and use of CAPSEAD (the “Service”), provided by CAPSEAD LLC (“CAPSEAD”, “we”, “us”). By signing in, subscribing or otherwise using the Service, you accept these Terms on behalf of the agency you represent (the “Customer”). If you do not have authority to bind the agency, do not use the Service. If the Customer has signed a separate written agreement with us, that agreement controls where it conflicts with these Terms.

2. The Service

CAPSEAD is an agency awareness service for freight and logistics agencies. It organizes the records an agency keeps — customers, commitments, deadlines and relationship history — and presents them through Command, My Agenda, Customers and the CAPSEAD Score. We may change and improve the Service over time. If we remove a feature that is material to a paying Customer, we will give reasonable notice.

3. Accounts

Accounts are set up for a Customer’s Owner and Team Members. The Owner is responsible for who in the agency has access and for removing people who should no longer have it. Keep your password confidential, do not share accounts, and tell us promptly at support@capsead.com if you believe an account has been compromised. The Customer is responsible for activity under its accounts.

4. Customer data

The information the Customer and its members put into the Service (“Customer Data”) belongs to the Customer. The Customer grants us a limited right to host, copy, process and display Customer Data only as needed to provide, secure and support the Service, and as described in our Privacy Policy.

The Customer is responsible for Customer Data, including having the right to use it and giving any notice its own customers and contacts are owed. Do not enter government identification numbers, payment card numbers, health information or other sensitive personal information into the Service.

Some features keep information only in the browser on the device where it was entered, as the Privacy Policy explains. That information is not stored on our servers or backed up by us, and it can be lost if the browser’s data is cleared.

5. Acceptable use

You will not, and will not allow others to:

• use the Service unlawfully, or to infringe or violate anyone’s rights;
• access or attempt to access another agency’s data or any non-public part of the Service;
• probe, scan or test the Service’s security without our written permission;
• interfere with, disrupt or place an unreasonable load on the Service;
• copy, resell or sublicense the Service, or reverse engineer it except where the law allows; or
• use the Service to build a competing product.

6. The CAPSEAD Score, briefings and AI

The CAPSEAD Score, Command, briefings and other insights are informational. They are computed from the records in the Customer’s workspace and can only be as complete as those records. They are not professional, legal, financial or employment advice, and the Customer remains responsible for its own decisions. The Owner Briefing may use a third-party AI model to choose the order of facts CAPSEAD has already written, as the Privacy Policy describes; the model does not write the briefing.

7. Subscriptions, billing and cancellation

Paid use of the Service is billed through Stripe. The price, currency and billing interval are shown before you subscribe. A subscription renews automatically at the end of each billing period until it is cancelled.

The Owner can cancel at any time through the billing portal, reached from Billing in CAPSEAD. Cancellation takes effect at the end of the current billing period, and the Customer keeps access until then. Fees already paid are non-refundable, except where the law requires otherwise or we agree otherwise in writing.

Prices do not include taxes, which the Customer is responsible for where they apply. We may change prices by giving the Owner at least 30 days’ notice before the next renewal at the new price.

Pilots, trials and promotions. We may offer selected agencies a pilot, a trial or a promotion code. The discount or free period, how long it lasts and the regular price that follows are shown at checkout before you subscribe, and on the Billing page while it applies. When it ends, the subscription continues at the regular price unless it is cancelled first. A pilot that costs nothing at the start may not ask for a payment method; if none is on file when a payment becomes due, the subscription will show as past due until one is added. A pilot or promotion code is for the agency it was given to, may be used once, and has no cash value.

8. Suspension and termination

We may suspend access if the Service is used in breach of these Terms, if payment is overdue, or if needed to protect the Service or other customers, and we will tell the Owner when we reasonably can. The Customer may stop using the Service at any time. Either party may end this agreement if the other materially breaches it and does not fix the breach within 30 days of written notice.

Within 30 days after the agreement ends, the Owner may ask us for a copy of the Customer’s workspace content, which we will provide in a commonly used format. We will then delete it as described in the Privacy Policy.

9. Intellectual property

The Service, including its software, design and the CAPSEAD name and marks, belongs to us or our licensors. These Terms give no right to use them except to use the Service. If you send us feedback, we may use it without obligation to you. Open-source software included in the Service is licensed under its own terms, listed in our third-party notices.

10. Third-party services

The Service relies on third-party providers, such as Stripe for payments. Use of Stripe’s checkout and billing pages is also subject to Stripe’s terms. We are not responsible for services we do not control.

11. Disclaimers

The Service is provided “as is” and “as available”. To the fullest extent the law allows, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. We do not promise that the Service will be uninterrupted or error-free, or that the CAPSEAD Score or any insight will be accurate or complete.

12. Limitation of liability

To the fullest extent the law allows, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if told they were possible. Our total liability arising out of or relating to the Service or these Terms is limited to the amount the Customer paid us for the Service in the 12 months before the event giving rise to the claim. These limits do not apply to the Customer’s payment obligations or to liability the law does not allow to be limited.

13. Indemnity

The Customer will defend and indemnify us against third-party claims arising from Customer Data, or from the Customer’s use of the Service in breach of these Terms or the law.

14. Governing law

These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules. The state and federal courts located in Arizona have exclusive jurisdiction over any dispute arising out of these Terms or the Service, and each party consents to that jurisdiction.

15. Changes to these Terms

We may update these Terms. We will post the updated Terms with a new effective date and, for material changes, tell the Owner at least 30 days before they take effect. Continuing to use the Service after that date means the Customer accepts the updated Terms.

16. General

These Terms, the Privacy Policy and any written agreement between us are the entire agreement about the Service. If a provision cannot be enforced, the rest remains in effect. Not enforcing a provision is not a waiver of it. The Customer may not assign these Terms without our consent, except as part of a sale of its business. Neither party is responsible for delays caused by events beyond its reasonable control.

17. Contact