Terms of Service

Last updated: July 27, 2026

1. Acceptance of Terms

These Terms of Service ("Terms") are an agreement between you and LogiPilot, Inc. ("Company," "we," "us," or "our"). They govern your use of our website and, unless and until you and Company execute a separate written agreement, provide the default terms for professional services we perform for you. If you have signed a master services agreement, statement of work, or similar written agreement with us, that agreement controls to the extent it conflicts with these Terms.

2. Our Services

Company provides professional services: we design, build, deploy, and operate custom AI and automation systems for logistics and supply chain businesses (the "Services"). Services may include workflow scoping, fixed-scope software builds, integrations with client systems, edge or hardware deployments, and ongoing operation and maintenance. The specific deliverables, timeline, and fees for each engagement are defined in a statement of work, proposal, or order form agreed in writing (each, an "SOW").

3. Engagements

Each engagement begins only when both parties agree to an SOW. Estimates, scoping conversations, and demo discussions do not create binding obligations. If a term in an SOW conflicts with these Terms, the SOW prevails for that engagement.

4. Fees and Payment

Build work is quoted and invoiced as a fixed price per the applicable SOW. Ongoing operation services are billed as a flat monthly fee in advance. Unless the SOW says otherwise, invoices are due within thirty (30) days, late amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and fees are exclusive of taxes, which are your responsibility (excluding taxes on our income).

5. Client Materials and Data

"Client Data" means data, documents, credentials, and other materials you provide to us or authorize us to access in connection with an engagement. You retain all rights in Client Data. You grant us a limited, non-exclusive license to use Client Data solely to perform the Services. We access Client Data only as needed to deliver the engagement, we do not use it to train models shared with other customers, and by default we store and process it in United States cloud regions. You are responsible for having the rights and consents needed to share Client Data with us.

6. Deliverables and Intellectual Property

Upon full payment of the applicable fees, Company assigns to you all right, title, and interest in the deliverables created specifically for you under an SOW, including source code, configurations, and documentation ("Deliverables"). Company retains ownership of its pre-existing tools, libraries, templates, and general-purpose components ("Background IP"). To the extent Background IP is embedded in Deliverables, Company grants you a perpetual, irrevocable, non-exclusive, royalty-free license to use it as part of the Deliverables. Company may use the general skills, know-how, and experience gained in performing the Services, and, with your prior written consent, may identify you as a client.

7. Client Responsibilities

You agree to:

• Provide timely access to the systems, data, and personnel reasonably needed for the engagement
• Ensure information you provide is accurate and lawful
• Review AI-generated outputs through the approval workflows provided before relying on them in business decisions or external communications
• Use the Services and Deliverables in compliance with applicable laws

8. AI Outputs

The systems we build use machine learning models, which are probabilistic. Outputs may contain errors, and we design workflows so that low-confidence results are flagged for human review rather than acted on automatically. You are responsible for final business decisions made using system outputs, including claims submitted, invoices issued, and communications sent to third parties.

9. Personnel and Subcontractors

We may perform the Services using employees, contractors, and subcontractors. All personnel are bound by confidentiality obligations, access to production systems and Client Data is restricted on a need-to-know basis and logged, and we remain responsible for our personnel's performance under these Terms. Data-handling restrictions for a specific engagement, including any restrictions on where personnel may access Client Data from, are set out in the applicable SOW.

10. Confidentiality

Each party may receive confidential information from the other. Each party agrees to protect the other's confidential information with reasonable care, to use it only for purposes of the engagement, and not to disclose it to third parties except to personnel and advisors who need it and are bound by confidentiality obligations, or as required by law.

11. Warranties and Disclaimers

We warrant that the Services will be performed in a professional and workmanlike manner. If a Deliverable materially fails to conform to its SOW and you notify us within thirty (30) days of delivery, we will re-perform the relevant work at no additional charge as your exclusive remedy for that failure. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, DELIVERABLES, AND WEBSITE ARE PROVIDED "AS IS," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS SECTION DOES NOT LIMIT LIABILITY FOR A PARTY'S BREACH OF CONFIDENTIALITY OR YOUR PAYMENT OBLIGATIONS.

13. Indemnification

You will indemnify Company against claims arising from Client Data or your use of the Deliverables in violation of these Terms or applicable law. Company will indemnify you against third-party claims that the Deliverables, as delivered, infringe intellectual property rights, subject to prompt notice and reasonable cooperation. Company's indemnification does not apply to Client Data, your modifications, or combinations with materials we did not provide.

14. Term and Termination

Fixed-scope engagements end when the Deliverables are accepted and paid for. Ongoing operation services continue month to month, and either party may terminate them at any time effective at the end of the then-current monthly period by written notice. Either party may terminate an engagement for material breach not cured within fifteen (15) days of notice. Upon termination you will pay for work performed through the termination date, and we will hand over Deliverables, Client Data in our possession, and reasonable transition documentation.

15. Force Majeure

Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Disputes shall be resolved exclusively in the state and federal courts located in Delaware.

17. General Provisions

These Terms, together with any executed SOWs, are the entire agreement between the parties regarding their subject matter. If any provision is found unenforceable, the remainder remains in effect. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. We may update these Terms for website use by posting a revised version; changes do not apply retroactively to an engagement in progress without your agreement.

18. Contact Information

For questions regarding these Terms, contact us at:

LogiPilot, Inc.
Email: hello@logipilot.ai